Form 4: MGIC Director Mark Zandi Increases Equity Holdings

MGIC Investment Corporation Director Mark Zandi reported an acquisition of Restricted Stock Units and an increase in Share Units through a deferred compensation plan.

Summary

• Director Mark Zandi acquired 5,077.097 Restricted Stock Units (RSUs) of MGIC Investment Corporation common stock on February 4, 2026.
• These RSUs were awarded under the Issuer's Omnibus Incentive Plan, with no price paid by the reporting person.
• The RSUs are scheduled to settle in stock ten business days after February 1, 2027, unless a qualified election for a later distribution is made.
• Zandi's direct beneficial ownership of common stock following this transaction is 33,891.0604 shares.
• The reporting person also holds 48,108.5753 Share Units through the MGIC Investment Corporation Deferred Compensation Plan for Non-Employee Directors.
• These Share Units correspond to shares of common stock, with their value based one-for-one on the Issuer's common stock price on the NYSE.
• Share Units are settled in cash on a specified date, unless a qualified election for later distribution is made, and do not have a fixed expiration date.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development, as it signifies increased alignment between a director's personal financial interests and the long-term performance of the company, which is generally favorable for shareholders.

Positives

• The acquisition of Restricted Stock Units and participation in the deferred compensation plan align the director's interests with those of shareholders, as their compensation is tied to the company's stock performance.

Future Outlook

The Restricted Stock Units are scheduled to settle in stock ten business days after February 1, 2027, indicating a future equity distribution event. Share Units will be settled in cash on a specified date, subject to potential deferral elections.

Management Comments

• The Restricted Stock Units were awarded to the reporting person pursuant to the Issuer's Omnibus Incentive Plan.

Industry Context

StockSavvy.ai notes that equity-based compensation, such as Restricted Stock Units and deferred compensation plans tied to company stock, is a standard practice across industries for non-employee directors. These mechanisms are designed to incentivize long-term performance and align the interests of directors with those of shareholders.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Share Units in a deferred compensation plan for non-employee directors is a common and widely accepted practice in corporate governance, consistent with compensation structures seen in companies like JPMorgan Chase & Co. (JPM) or Bank of America (BAC) for their board members.
• The award of RSUs without a direct purchase price is typical for incentive plans, reflecting compensation for service rather than an investment purchase.
• The settlement terms, including a future vesting date and options for deferral, are standard features designed to retain directors and encourage long-term commitment.

Stakeholder Impact

• Shareholders: Increased director ownership through equity awards generally aligns the director's incentives with shareholder value creation.
• Management: The Omnibus Incentive Plan and Deferred Compensation Plan are part of the company's overall compensation strategy for key personnel.

Next Steps

• Settlement of the 5,077.097 Restricted Stock Units in stock ten business days after February 1, 2027, unless a qualified election for a later distribution is made.
• Settlement of Share Units in cash on a specified date, unless a qualified election for later distribution is made.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction involving equity awards to a director. While it indicates alignment of interests, it does not present new fundamental information or significant strategic shifts that would warrant a change in investment recommendation. It is an expected part of director compensation.

Keywords

MGIC Investment Corporation, MTG, Mark Zandi, Director, Restricted Stock Units, RSUs, Share Units, Deferred Compensation Plan, Insider Transaction, Beneficial Ownership, Equity Holdings