Our most recent Equity Plan is The Radian Group 2021 Equity Plan (the “2021 Equity Plan”), which was approved by our stockholders and applies to awards granted on or after May 12, 2021, the effective date of the plan (the “Effective Date”). In addition to the 2021 Equity Plan, we also have granted awards that remain outstanding under prior plans approved by our stockholders and adopted in each of 1995, 2008, 2014 and 2017 (collectively, the “Prior Equity Plans” and, together with the 2021 Equity Plan, the “Equity Plans”).

The 2021 Equity Plan authorizes the issuance of up to 8.3 million new shares of our common stock, plus: (i) any shares of our common stock that remained available for awards under the plan adopted in 2017 as of the Effective Date and (ii) any shares of our common stock subject to outstanding awards under the Prior Equity Plans as of the Effective Date that are payable in shares and that terminate, expire, or are canceled without having been exercised, vested, or settled in full (as applicable) on or after the Effective Date, subject to certain adjustments set forth in the 2021 Equity Plan (“Prior Plans Shares”). There were 5.3 million shares available for grant under the 2021 Equity Plan, including Prior Plans Shares, as of December 31, 2023.

Outstanding awards granted under the Equity Plans include both performance-based and time-based RSUs, non-qualified stock options and phantom stock. The maximum contractual term for stock options and similar instruments under the Equity Plans is 10 years. To date, all awards granted under the 2021 Equity Plan have been either performance-based or time-based RSUs.

Awards under our plans generally vest over performance or service periods ranging from one to three years, although they may vest earlier under certain circumstances, including in the event of a grantee’s death or disability or, if certain conditions are met, upon retirement, termination or a change of control.


Share-based compensation expense

	Years Ended December 31,
(In thousands)	2023		2022		2021
Compensation cost recognized (1)
RSUs	$	40,567	$	37,465	$	27,803
ESPP and other	562		596		560
Total compensation cost recognized	41,129		38,061		28,363


Income tax benefit related to share-based compensation expense	9,434		7,524		7,168
Share-based compensation expense, net	$	31,695	$	30,537	$	21,195

(1)Compensation cost is generally recognized over the periods that an employee provides service in exchange for the award. For purposes of calculating compensation cost recognized for retirement eligible grantees, we consider the service condition to be met (and recognize the full compensation costs) as of the date when a grantee becomes retirement eligible.

As of December 31, 2023, unrecognized compensation expense for all of our outstanding share-based awards was $28.6 million. Absent a change of control under the Equity Plans, this expense is expected to be recognized over a weighted-average period of approximately 1.9 years. The ultimate unrecognized expense associated with our outstanding awards could differ, depending upon whether or not the performance and service conditions are met.


Rollforward of RSUs

	Performance-Based			Time-Vested
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Outstanding, December 31, 2022 (1)	2,362,401	$	17.59	1,891,800	$	16.16
Granted (2)	911,550	23.05		551,093	25.13
Performance adjustment (3)	814,529	—		—	—
Vested (4)	(1,083,080)	15.90		(647,038)	18.20
Forfeited	(34,526)	20.94		(9,240)	22.43
Outstanding, December 31, 2023 (1)	2,970,874	$	18.28	1,786,615	$	18.16

(1)Outstanding RSUs represent shares that have not yet been issued because not all conditions necessary to earn the right to benefit from the instruments have been satisfied. For performance-based awards, the final number of RSUs distributed depends on: (i) the cumulative growth in Radian’s book value per share adjusted for certain defined items over the respective three-year performance period and for the performance-based RSUs granted in 2023 also include a modifier based on a comparison of our total shareholder return to the total shareholder return of certain of our peers and (ii) with the exception of certain retirement-eligible employees, continued service through the vesting date, which could result in changes in the number of vested RSUs.

(3)For performance-based RSUs, amount represents the difference between the number of shares vested at settlement, which can range from 0 to 200% of target depending on results over the applicable performance periods, and the number of target shares at the grant date.

The weighted-average grant date fair value of performance-based RSUs granted during 2022 and 2021 was $20.09 and $20.39, respectively. The weighted-average grant date fair value of time-vested RSUs granted during 2022 and 2021 was $20.61 and $21.71, respectively.

The fair value as of the respective vesting dates of performance-based RSUs vested during 2023, 2022 and 2021 was $27 million, $17 million and $19 million, respectively. The fair value as of the respective vesting dates of time-vested RSUs vested during 2023, 2022 and 2021 was $16 million, $11 million and $18 million, respectively.

Dividend equivalents are accrued on all awards when dividends are declared on the Company’s common stock and will generally be paid in cash when the awards are settled.

Performance-Based RSUs. For awards granted in 2023, 2022 and 2021, the vesting of the performance-based RSUs is generally over a three-year performance period and will be based primarily upon the cumulative growth in Radian’s book value per share, adjusted for certain defined items, which in 2023 includes our total shareholder return relative to certain peers. The

payout at the end of the three-year performance period generally ranges from 0% to a maximum payout of 200% of the award’s target number of RSUs granted. Performance-based RSUs granted to executive officers are subject to a one-year post-vesting holding period.

The grant date fair value of the performance-based RSUs that are based on the cumulative growth in Radian’s book value per share, as further described above, is calculated based on the stock price as of the grant date, discounted for executive officers to account for the one-year post-vesting holding period. In addition, we adjust the expense recognized on these performance condition awards over the service period to incorporate the probable outcome of achieving the performance measure. For awards that include a total shareholder return market condition in its criteria, we also incorporate a Monte Carlo valuation model at grant date based on multiple input variables, including expected volatilities, correlation coefficients and risk-free interest rates.

Time-Vested RSUs. With the exception of certain time-vested RSUs granted in 2023, 2022 and 2021 to non-employee directors, the time-vested RSU awards granted in 2023, 2022 and 2021 are scheduled to vest in: (i) pro rata installments on a common calendar date that is on or around each of the first three anniversaries of the grant date or (ii) generally at the end of three years. Certain time-vested RSU awards granted in 2023, 2022 and 2021 to non-employee directors generally are subject to one-year cliff vesting; however, awards granted to non-employee directors prior to 2020 remain outstanding and the shares are not issued until the non-employee director retires or certain conditions related to a change in control are met, as described above.


Rollforward of non-qualified stock options

($ in thousands, except per-share amounts)	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (1)
Outstanding, December 31, 2022	371,405	$	14.78
Granted	—	—
Exercised	(136,900)	14.46
Forfeited	—	—
Expired	—	—
Outstanding, December 31, 2023	234,505	$	14.97	1.6 years	$	3,184
Exercisable, December 31, 2023	234,505	$	14.97	1.6 years	$	3,184


Additional information

	Years Ended December 31,
(In thousands)	2023		2022		2021
Aggregate intrinsic value of options exercised	$	1,273	$	2,926	$	3,354
Tax benefit of options exercised	267		614		704
Cash received from options exercised	1,755		1,341		1,382

Upon the exercise of stock options, we generally issue shares from the authorized, unissued share reserves when the exercise price is less than the treasury stock repurchase price and from treasury stock when the exercise price is greater than the treasury stock repurchase price.

Generally, the stock option awards had a four-year vesting period, with 50% of the award vesting on or after the third anniversary of the grant date and the remaining 50% of the award vesting on or after the fourth anniversary of the grant date, provided the applicable stock price performance hurdle is met. There have been no stock options granted since 2016.

The ESPP is designed to allow eligible employees to purchase shares of our common stock at a discount of 15% off the lower of the fair market value of our common stock at the beginning or end of a six-month offering period (each period being the first and second six months in a calendar year).

Under this plan, we issued approximately 100 thousand shares to employees during each of the years ended December 31, 2023, 2022 and 2021. As of February 2024, approximately 1.4 million shares remain available for issuance under the ESPP.

The Radian Group Inc. Savings Incentive Plan (“Savings Plan”) covers substantially all of our full-time and our part-time employees. Participants can contribute up to 100% of their eligible earnings as pretax and/or after-tax (Roth IRA) contributions up to a maximum Internal Revenue Service annual limit, which was $22,500 for 2023. The Savings Plan also includes the catch-up contribution provision whereby participants who are or will be age 50 and above during the Savings Plan year may contribute an additional contribution. The maximum catch-up contribution for the Savings Plan in 2023 was $7,500. We match up to 100% of the first 6% of eligible compensation contributed in any given year. Our expense for matching funds for the years ended December 31, 2023, 2022 and 2021, was $8 million, $10 million and $8 million, respectively.