Form S-8 RADIAN GROUP INC
As filed with the Securities and Exchange Commission on August 10, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RADIAN GROUP INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 23-2691170 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
| 500 East Swedesford Road, Suite 350 Wayne, Pennsylvania |
19087 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Radian Group Inc. 2026 Inducement Grant Equity Plan, As Amended
(Full title of the plan)
Elizabeth A. Diffley
Executive Vice President, Senior Corporate Counsel and Corporate Secretary
Radian Group Inc.
500 East Swedesford Road, Suite 350
Wayne, Pennsylvania 19087
(Name and address of agent for service)
(215) 231-1000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE UNDER GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Radian Group Inc., a Delaware corporation (the “Registrant”), pursuant to General Instruction E to Form S-8, to register an additional 174,220 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), reserved for issuance under the Radian Group Inc. 2026 Inducement Grant Equity Plan, as amended as of August 6, 2026, as may be further amended from time to time (the “2026 Inducement Plan”). On August 6, 2026, the 2026 Inducement Plan was amended to increase the number of shares reserved thereunder by the 174,220 shares being registered. The contents of the Registrant’s Registration Statement on Form S-8 filed on June 1, 2026 (File No. 333-296393) relating to the 2026 Inducement Plan are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Registrant with the Securities and Exchange Commission (the “SEC”), are hereby incorporated by reference in this Registration Statement:
(a) Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 20, 2026;
(b) The information specifically incorporated by reference into Registrant’s Annual Report on Form 10-K from Registrant’s definitive proxy statement on Schedule 14A, filed with the SEC on April 2, 2026;
(c) Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026, filed with the SEC on May 8, 2026, and June 30, 2026, filed with the SEC on August 7, 2026;
(d) Registrant’s Current Reports on Form 8-K filed with the SEC on January 22, 2026, February 3, 2026, February 9, 2026, February 12, 2026, March 26, 2026, April 21, 2026, May 21, 2026, May 27, 2026, and Current Reports on Form 8-K/A filed with the SEC on April 3, 2026 and April 17, 2026; and
(e) The description of the Registrant’s Common Stock contained in Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, and any and all amendments or reports filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such reports or other documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified shall not be deemed to constitute a part of the Registration Statement except as so modified and any statement so superseded shall not be deemed to constitute a part of this Registration Statement.
Registrant will furnish without charge to you, upon written or oral request, a copy of any or all of the documents described above, except for exhibits to those documents, unless the exhibits are specifically incorporated by reference into those documents. Requests for copies should be addressed to:
Radian Group Inc.
500 East Swedesford Road, Suite 350
Wayne, Pennsylvania 19087
Attention: Investor Relations
Telephone: (215) 231-1000
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration Statement.
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on August 10, 2026.
| RADIAN GROUP INC. | ||
| By: | /s/ Richard G. Thornberry | |
| Name: Richard G. Thornberry | ||
| Title: Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
Each person in so signing also makes, constitutes and appoints Richard G. Thornberry, Edward J. Hoffman, Daniel Kobell and Elizabeth A. Diffley, and each of them acting alone, his or her true and lawful attorney-in-fact, with full power of substitution, to do any and all acts and things in his or her name and on his or her behalf in his or her capacity as a director and/or officer and to execute any and all documents for him or her in such capacity, which said attorneys and agents, or any of them, may deem necessary or advisable to enable the Registrant to comply with the Securities Act, and any rules, regulations and requirements of the Securities and Exchange Commission (the “Commission”) in connection with this registration statement, including, without limitation, the execution and filing with the Commission of any and all amendments and post-effective amendments to this registration statement, with exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof.
| Signature |
Title |
Date | ||
| /s/ Richard G. Thornberry Richard G. Thornberry |
Chief Executive Officer (Principal Executive Officer) and Director |
August 10, 2026 | ||
| /s/ Daniel Kobell |
Senior Executive Vice President, Interim Chief Financial Officer (Principal Financial Officer) | August 10, 2026 | ||
| Daniel Kobell | ||||
| /s/ Robert J. Quigley |
Senior Executive Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | August 10, 2026 | ||
| Robert J. Quigley | ||||
| /s/ Howard B. Culang |
Non-Executive Chair of the Board | August 10, 2026 | ||
| Howard B. Culang | ||||
| /s/ Fawad Ahmad |
Director | August 10, 2026 | ||
| Fawad Ahmad | ||||
| /s/ Brad L. Conner |
Director | August 10, 2026 | ||
| Brad L. Conner | ||||
| /s/ Debra Hess |
Director | August 10, 2026 | ||
| Debra Hess | ||||
| /s/ Anne Leyden |
Director | August 10, 2026 | ||
| Anne Leyden | ||||
| /s/ Seraina Macia |
Director | August 10, 2026 | ||
| Seraina Macia | ||||
| /s/ Brian D. Montgomery |
Director | August 10, 2026 | ||
| Brian D. Montgomery | ||||
| /s/ Lisa Mumford |
Director | August 10, 2026 | ||
| Lisa Mumford | ||||
| /s/ Jed Rhoads |
Director | August 10, 2026 | ||
| Jed Rhoads | ||||
| /s/ Noel J. Spiegel |
Director | August 10, 2026 | ||
| Noel J. Spiegel | ||||
ATTACHMENTS / EXHIBITS
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