MGIC INVESTMENT CORP

During the three months ended June 30, 2024, none of our officers or directors adopted, modified orterminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 5.02(e).

On July 29, 2024, the Board of Directors (the “Board”) of MGIC Investment Corporation (the “Company”) adopted the MGIC Investment Corporation Executive Severance Plan (the “Plan”).

The Plan is intended to provide certain officer-level employees (“Participants”), including the Company’s executive officers, with the opportunity to receive severance benefits if terminated under certain circumstances unrelated to a change in control of the Company and, in the event of such a change in control, employment and severance protection for a specified period following the change in control.

Qualifying Termination Unrelated to a Change in Control

If a Participant separates from service as a result of a resignation with good reason or a separation initiated by the Company other than for cause or poor performance unrelated to a change in control, then, if the Participant is the Company’s Chief Executive Officer (“CEO”), its President or an Executive Vice President, the Participant will receive cash severance equal to the product of a severance multiplier multiplied by the sum of the Participant’s annual base salary and annual bonus target. The severance multiplier for the CEO is two, and the severance multiplier for the President or an Executive Vice President is one. All other Participants will receive cash severance equal to their annual base salary (without any bonus component) upon a qualifying termination prior to a change in control. Participants will also receive a pro rata bonus for the year of termination and outplacement services and a cash payment in lieu of benefits continuation for 18 months (in the case of the CEO) or 12 months (in the case of all other Participants), subject to potential reduction if the Participant is eligible for an allowance under the Company’s retiree medical program (such cash payment, the “Benefits Payment”).

Upon a qualifying termination unrelated to a change in control, Participants’ equity awards will be treated in accordance with the terms of the equity plan under which they were granted, or, to the extent more favorable to the Participants, a pro rata portion of their time-vesting equity awards will vest and a pro rata portion of their performance-based equity awards will remain eligible to be earned based on actual performance following the end of the performance period. The prorated vesting shall be calculated as if the Participant’s service had continued through, in the case of the CEO, two years following termination, and in the case of all other Participants, one year following termination and, in the case of time-vesting equity awards, as if the awards had ratable vesting over the full service period.

Change in Control and Qualifying Termination

Under the Plan, if a change in control occurs and the Participant’s employment is terminated within three years after the change in control (the “Post- CIC Employment Period”), other than for cause, death or disability, or if the Participant terminates his or her employment for good reason, the Participant is generally entitled to receive a termination payment of twice (or one times, in the case of a Participant who is a Senior Vice President or Vice President) the sum of (1) his or her annual base salary; (2) a bonus amount equal to the greatest of the Participant’s target bonus for the then-current year, the bonus the Participant received for the year in which the change in control occurred or the bonus the Participant received for the year prior to the year in which the change in control occurred; and (3) an amount based on matching contributions to the Company’s tax‑qualified defined contribution plan. This termination payment is payable in a lump sum.

On a qualifying termination during the Post-CIC Employment Period, a Participant would also receive a pro rata bonus; such pro rata bonus would be calculated and paid on the basis of the greater of performance as measured through the termination date or the most recently forecasted performance through the end of the performance period. He or she would also be entitled to the Benefits Payment. The Participant is also entitled to a lump sum payment for any unvested portion of the Participant’s account under any defined contribution retirement plan, outplacement services, and up to $10,000 to cover other services relating to the Plan termination payment.

If outstanding equity awards are not assumed or the Participant does not receive a substitute award from the acquirer in the change in control transaction, then performance-vesting restricted stock or restricted stock units will vest based on the greater of target performance, performance as measured through the date of the change in control (as measured against a pro-rated portion of the performance goal) or the most recently forecasted performance through the end of the performance period, and time-vesting restricted stock or restricted stock units will vest in full. The same approach generally applies to unvested restricted stock and restricted stock units upon a qualifying termination during the Post-CIC Employment Period.

While the Participant is employed during the Post- CIC Employment Period, the Participant is entitled to a base salary no less than the base salary in effect prior to the change in control and targeted and maximum bonus opportunities of no less than the targeted and maximum bonus opportunities in effect prior to the change in control. The Participant is also generally entitled to annual equity awards that are as favorable (in terms of grant date fair value and length of vesting period) as the more favorable of those granted in the year of the change in control or the year prior. The Participant is also generally entitled to participate in medical and other specified benefit plans.

Definitions of “Change in Control,” “Cause,” “Poor Performance” and “Good Reason”

Under the Plan, a change in control generally would occur upon the acquisition by certain unrelated persons of 25% or more of the Company’s common stock; an exogenous change in the majority of the Board; certain mergers, consolidations or share exchanges or related share issuances; or the Company’s sale or disposition of all or substantially all of its assets. The Company would generally have “cause” to terminate a Participant under the Plan if the Participant were intentionally to engage in certain bad faith conduct causing demonstrable and serious financial injury to the Company; to be convicted of certain felonies; or to willfully, unreasonably and continuously refuse to perform his or her existing duties or responsibilities. The Company would generally have the ability, prior to a change in control, to terminate a Participant for “poor performance” if the Participant consistently failed to execute successfully the basic responsibilities of the Participant’s position or meet performance objectives assigned to the Participant. A Participant would generally have “good reason” under the Plan if the Company was to breach the terms of the Plan or make certain changes to the Participant’s position or working conditions.

Restrictive Covenants

The Plan provides that, for a period of 12 months after a termination for which a payment is required, the Participant will be subject to non-competition and non-solicitation provisions. The Plan also imposes confidentiality obligations on Participants.

Impact of Key Executive Employment and Severance Agreement

If any Participant has in effect a Key Executive Employment and Severance Agreement or similar individual employment agreement that provides severance benefits upon a qualifying termination of employment, then the Participant will be entitled only to the severance benefits provided by such individual agreement, and not the benefits described in the Plan, except to the extent the Plan provides more favorable benefits.

The foregoing discussion of the Plan is a summary only and is qualified in its entirety by the text of the Plan itself, which is filed as Exhibit 10.11.6 to this Quarterly Report on Form 10-Q and incorporated herein by reference.