MGIC INVESTMENT CORP
For the period ended Dec 31, 2025. Filed Feb 25, 2026.
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FY2025 · Filed Feb 25, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)
Consolidated balance sheets at December 31, 2025 and 2024
Consolidated statements of operations for each of the three years in the period ended December 31, 2025
Consolidated statements of comprehensive income for each of the three years in the period ended December 31, 2025
Consolidated statements of shareholders’ equity for each of the three years in the period ended December 31, 2025
Consolidated statements of cash flows for each of the three years in the period ended December 31, 2025
Notes to consolidated financial statements
Report of independent registered public accounting firm
| 2 | Financial statement schedules. The following financial statement schedules are filed as part of this Form 10-K and appear immediately following the signature page: |
| Page | |
|---|---|
| Schedule I - Summary of investments, other than investments in related parties at December 31, 2025 | 127 |
| Schedule II - Condensed financial information of Registrant | |
| Condensed balance sheets at December 31, 2025 and 2024 | 128 |
| Condensed statements of operations for each of the three years in the period ended December 31, 2025 | 129 |
| Condensed statements of cash flows for each of the three years in the period ended December 31, 2025 | 130 |
| Supplementary notes to parent company financial statements | 131 |
| Schedule IV – Reinsurance for each of the three years in the period ended December 31, 2025 | 132 |
| All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements and notes thereto. | |
| 3 | Exhibits. The accompanying Index to Exhibits is incorporated by reference in answer to this portion of this Item and, except as otherwise indicated in the next sentence, the Exhibits listed in such Index are filed as part of this Form 10-K. Exhibit 32 is not filed as part of this Form 10-K but accompanies this Form 10-K. |
INDEX TO EXHIBITS
The agreements included as exhibits to this report are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or any of its subsidiaries or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements provide to be inaccurate;
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company and its subsidiaries may be found elsewhere in this report and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov or on the Company's website. See Item 1 “Business – Website Address.”
| Incorporated by Reference | ||||
|---|---|---|---|---|
| ExhibitNumber | Description of Exhibit | Form | Exhibit(s) | Filing Date |
| 3.1 | Articles of Incorporation, as amended. | 10-Q | 3.1 | August 8, 2013 |
| 3.2 | Amended and Restated Bylaws, as amended. | 8-K | 3.2 | January 27, 2023 |
| 4.1 | Articles of Incorporation (included within Exhibit 3.1). | 10-Q | 3.1 | August 8, 2013 |
| 4.2 | Amended and Restated Bylaws (included as Exhibit 3.2). | 8-K | 3.2 | January 27, 2023 |
| 4.3 | Description of Registrant's Securities † | |||
| 4.4 | Indenture, dated as of October 15, 2000, between MGIC Investment Corporation and U.S. Bank National Association (as successor to Bank One Trust Company, National Association), as Trustee [File 001-10816] | 8-K | 4.1 | October 19, 2000 |
| 4.1 | Fourth Supplemental Indenture, dated as of August 12, 2020, between MGIC Investment Corporation and U.S. Bank National Association, as Trustee, under the Indenture dated as of October 15, 2020, between the Company and the Trustee. | 8-K | 4.10 | August 12, 2020 |
| [We are a party to various other agreements with respect to our long-term debt. These agreements are not being filed pursuant to Reg. S-K Item 601(b) (4) (iii) (A). We hereby agree to furnish a copy of such agreements to the Commission upon its request.] | ||||
| 10.2.24 | Form of Restricted Stock Unit Agreement under 2020 Omnibus Incentive Plan (Adopted February 2024) * | 10-K | 10.2.24 | February 21, 2024 |
| 10.2.25 | Form of Restricted Stock Unit Agreement under 2020 Omnibus Incentive Plan (Adopted February 2025) * | 10-K | 10.2.25 | February 26, 2025 |
| 10.2.28 | Form of Restricted Stock Unit Agreement under 2020 Omnibus Incentive Plan (Adopted February 2023) * | 10-K | 10.2.28 | February 21, 2024 |
| 10.2.29 | Form of Restricted Stock Unit Agreement under 2025 Omnibus Incentive Plan (Adopted February 2026) * † | |||
| 10.2.30 | Form of Restricted Stock Unit Agreement (for Directors) under 2025 Omnibus Incentive Plan (Adopted February 2026) * † | |||
| 10.3.4 | MGIC Investment Corporation 2020 Omnibus Incentive Plan * | DEF 14A | App. C | March 20, 2020 |
| 10.3.5 | MGIC Investment Corporation 2025 Omnibus Incentive Plan * | DEF 14A | App. C | March 21, 2025 |
| 10.6 | Executive Bonus Plan * † | |||
| 10.8 | MGIC Investment Corporation Deferred Compensation Plan for Non-Employee Directors, as amended.* | 10-K | 10.8 | February 21, 2024 |
| 10.11.5 | Form of Amended and Restated Key Executive Employment and Severance Agreement (Adopted May 2021) * | 10-Q | 10.11.5 | May 5, 2021 |
| 10.11.6 | MGIC Investment Corporation Executive Severance Plan * | 10-Q | 10.11.6 | July 31, 2024 |
| 10.12 | Form of Agreement Not to Compete. * † | |||
| 19 | Insider Trading Policy and Procedures † | |||
| 21 | Direct and Indirect Subsidiaries. † | |||
| 23 | Consent of Independent Registered Public Accounting Firm. † | |||
| 31.1 | Certification of CEO under Section 302 of the Sarbanes-Oxley Act of 2002. † | |||
| 31.2 | Certification of CFO under Section 302 of the Sarbanes-Oxley Act of 2002. † | |||
| 32 | Certification of CEO and CFO under Section 906 of the Sarbanes-Oxley Act of 2002 (as indicated in Item 15 of this Annual Report on Form 10-K, this Exhibit is not being “filed”). †† | |||
| Incorporated by Reference | ||||
|---|---|---|---|---|
| ExhibitNumber | Description of Exhibit | Form | Exhibit(s) | Filing Date |
| 97 · Policy relating to Recovery of Erroneously Awarded Compensation † | ||||
| 99.1 | Mortgage Guaranty Insurance Corporation’s “Flow” Master Insurance Policy and Declaration Page, Restated to Include Selected Endorsements. | 10-K | 99.1 | March 2, 2009 |
| 99.2 | Endorsement to Mortgage Guaranty Insurance Corporation’s “Flow” Master Insurance Policy Applicable to Lenders with Delegated Underwriting Authority. | 10-K | 99.2 | March 2, 2009 |
| 99.7 | Specimen Gold Cert Endorsement | 10-Q | 99.7 | May 10, 2012 |
| 99.19 | Mortgage Guaranty Insurance Corporation’s “Flow” Master Insurance Policy for loans with a mortgage insurance application date on or after October 1, 2014 | 10-Q | 99.19 | November 7, 2014 |
| 99.25 | Endorsement to Mortgage Guaranty Insurance Corporation’s “Flow” Master Insurance Policy Applicable to Lenders with Delegated Underwriting Authority, for loans with a mortgage insurance application date on or after October 1, 2014 | 10-Q | 99.25 | May 7, 2015 |
| 99.26 | Advances, Collateral Pledge, and Security Agreement dated as of July 21, 2015 between the Federal Home Loan Bank of Chicago and Mortgage Guaranty Insurance Corporation. | 10-K | 10.2.15 | February 26, 2016 |
| 99.27 | Credit Agreement dated as of March 21, 2017 among MGIC Investment Corporation, as Borrower; U.S. Bank National Association, as Administrative Agent; and the lenders party thereto | 10-Q | 99.27 | May 5, 2017 |
| 99.28 | Mortgage Guaranty Insurance Corporation’s “Flow” Master Insurance Policy for loans with a mortgage insurance application date on or after March 1, 2020 | 10-Q | 99.28 | May 7, 2020 |
| 99.29 | State Variations Endorsement (for other than Maine and Puerto Rico) to Mortgage Guaranty Insurance Corporation’s “Flow” Master Insurance Policy for loans with a mortgage insurance application date on or after March 1, 2020 | 10-Q | 99.29 | May 7, 2020 |
| 101.INS | XBRL Instance Document | |||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||
| * | Denotes a management contract or compensatory plan. |
|---|---|
| ** | Certain portions of this Exhibit are redacted and covered by a confidential treatment request that has been granted. Omitted portions have been filed separately with the Securities and Exchange Commission. |
| † | Filed herewith. |
| †† | Furnished herewith. |
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