RADIAN GROUP INC — Director's Dealing 2019

May 16, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIAN GROUP INC (RDN)
CIK: 0000890926
Period of Report: 2019-05-14

Reporting Person: Brummer Derek (Sr. EVP and Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-10	Common Stock	M	2990	—	Acquired	85217	Direct
2018-05-10	Common Stock	F	2990	$22.36	Disposed	82227	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-15	Restricted Stock Unit - Time Vested Award	$0	A	14800	Acquired		Common Stock (14800)	Direct
2019-05-15	Restricted Stock Units -Performance Award	$0	A	32520	Acquired		Common Stock (32520)	Direct
2018-05-10	Restricted Stock Unit - Performance Award	$0	M	2990	Disposed		Common Stock (2990)	Direct

Footnotes

F1: Pursuant to the terms of the Company's equity incentive plan, represents shares withheld by the Company to satisfy the tax liability incurred upon the vesting of 71,755 Performance based RSUs granted May 11, 2016.

F2: Represents the total RSUs vested (net of shares withheld for taxes pursuant to the Company's equity plan) based on performance of the May 11, 2016 RSU award. These vested RSUs are subject to a one-year holding period after vesting and will be converted into shares on May 11, 2020. These RSUs do not have dividend or voting rights until converted into shares.

F3: Each RSU represents a contingent right to receive one share of common stock.

F4: Vesting of time-based RSUs occurs pro rata on each of the first, second and third anniversaries of the date of grant. The time-based RSUs have no voting or dividend rights.

F5: Vesting of the performance-based RSUs occurs on the third anniversary of the grant date (between 0 and 65,040 shares), subject to the Company's cumulative growth in "LTI Book Value" per share (as defined in the grant document). The RSUs are generally subject to a one-year holding period after vesting.

F6: The number of reported performance-based RSUs represents the target award, with grantees having the potential to earn a number of shares up to 200% of the target award. The performance-based RSUs have no voting or dividend rights.

F7: Vesting occured on the third anniversary of the grant date based on satisfaction of perforrmance metrics, subject to the certification of these results on May 14, 2019.

F8: Not Applicable.