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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 10, 2025
Radian Group Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-11356 | 23-2691170 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
550 East Swedesford Road, Suite 350
Wayne, Pennsylvania, 19087
(Address of Principal Executive Offices, and Zip Code)
(215) 231-1000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, $0.001 par value per share | RDN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Directors
On February 10, 2025, upon the recommendation of the Governance Committee of the board of directors (the “Board”) of Radian Group Inc. (the “Company”), the Board increased the size of the Board from eleven to twelve directors and appointed a new director, Jed Rhoads, to the Board.
Mr. Rhoads’ compensation will be consistent with the Company’s compensatory arrangements for non-employee directors. There is no arrangement or understanding between Mr. Rhoads and any other person pursuant to which he was appointed as director. Mr. Rhoads does not have a direct or indirect material interest in any transaction in which the Company is or will be a participant.
| Item 7.01 | Regulation FD Disclosure. |
The Company’s news release announcing the appointment of Mr. Rhoads to the Company’s Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1* | Radian Group Inc. News Release dated February 10, 2025 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RADIAN GROUP INC. | ||||||
| (Registrant) | ||||||
| Date: February 12, 2025 | ||||||
| By: | /s/ Edward J. Hoffman |
|||||
| Edward J. Hoffman | ||||||
| Senior Executive Vice President and General Counsel | ||||||
Exhibit 99.1
|
|
press release February 10, 2025 |
Radian Appoints Seasoned Reinsurance Executive
Jed Rhoads to Board of Directors
WAYNE, Pa., February 10, 2025 — Radian Group Inc. (NYSE: RDN) today announced that Jed Rhoads has been appointed to serve on its Board of Directors. Rhoads is a seasoned reinsurance executive, with more than 40 years of experience, including most recently a decade in senior executive roles at Markel Group Inc. He also served as Chairman of the Reinsurance Association of America.
“We are thrilled to welcome Jed to the Radian Board of Directors,” said Radian Non-Executive Board Chairman Howard B. Culang. “Jed’s vast experience in leading reinsurance operations around the world will add even more insight to the broad perspectives we value on the Radian Board. His long career assessing and managing risk makes him an ideal addition to the Board and we look forward to working with him.”
“Jed comes with tremendous experience and a variety of skills that align with Radian’s core business and strategic goals,” said Radian Chief Executive Officer Rick Thornberry. “At Radian, our Board is focused on guiding and empowering a team that transforms risk into opportunity, and Jed is extremely well suited to help us do that.”
About Jed Rhoads
Jed Rhoads, 66, served from 2013 until 2022, when he retired, as President and Chief Underwriting Officer for the Global Reinsurance Division at Markel Group Inc., a financial holding company that markets and underwrites specialty insurance products. In his role, he was responsible for Markel’s global reinsurance business, which wrote more than 25 lines of reinsurance including mortgage, directors and officers liability, general liability, property catastrophe, surety, marine, aviation, energy, cargo and more.
In 2013, Markel acquired Alterra Capital Holdings Limited, where Rhoads held a senior executive role. Rhoads also held senior positions at Harbor Point Re Bermuda and Chubb Re Bermuda, predecessor operations to Markel Global Re. Rhoads was Executive Vice President of Reinsurance and Chief Underwriting Officer for Overseas Partners Limited and was a principal and underwriter for Stockton Reinsurance Bermuda. Prior to that, he served as Executive Vice President of Sedgwick Re. Rhoads began his reinsurance career as an underwriter at Kemper Reinsurance Company in Long Grove, IL. He graduated with a BA from Beloit College, Beloit, WI, where he was a Kemper Scholar.
|
press release February 10, 2025 |
About Radian
Radian is a catalyst for homeownership that transforms risk into opportunity through services and technologies that empower housing and capital market participants to act with confidence. The Radian family of companies is shaping the future of mortgage and real estate services through products and services that include industry-leading mortgage insurance and a comprehensive suite of mortgage, risk, real estate, and title services. Visit radian.com to see how we’re creating possibilities for a place to call home.
For Investors:
Dan Kobell - Phone: 215.231.1113
email: daniel.kobell@radian.com
For the Media:
Rashi Iyer - Phone 215.231.1167
email: rashi.iyer@radian.com