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MGIC INVESTMENT CORP

For the period ended Mar 20, 2026. Filed Mar 20, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 20, 2026 · Filed Mar 20, 2026

MTG$28.60-2.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material under §240.14a-12

MGIC Investment Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]No fee required
[ ]Fee paid previously with preliminary materials
[ ]Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

MGIC Investment Corporation

Notice of 2026 Annual Meeting of Shareholders

Meeting Date & TimeApril 23, 20269:00 a.m. Central TimeVia Webcastwww.virtualshareholdermeeting.com/MTG2026Admittance to the webcast begins at 8:45 a.m. Central Time

To MGIC Investment Corporation Shareholders:

At our 2026 Annual Shareholders’ Meeting, you will be asked to vote upon the following proposals:

Items of Business
Proposal 1Election of ten directors
Proposal 2Advisory vote to approve named executive officer compensation
Proposal 3Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026
Proposal 4Any other matters that properly come before the meeting

Your vote is very important. Whether or not you plan to attend our Annual Meeting, we encourage you to read our proxy materials and to vote as soon as possible using one of the methods described beginning on page 75.

By Order of the Board of Directors,

Paula C. Maggio

Executive Vice President, General Counsel and Secretary

March 20, 2026

Table of Contents

Proxy Summary1
Corporate Governance and Board Matters8
Corporate Governance Guidelines and Code of Business Conduct8
Director Independence9
Related Person Transactions10
Insider Trading Policy10
Board Leadership11
Communicating with the Board11
Director Selection12
Oversight of Risk and Corporate Sustainability Matters15
Board Meetings and Committees16
Nominees for Director21
Item 1 – Election of Directors25
Compensation of Directors26
Item 2 – Advisory Vote to Approve Our Executive Compensation29
Compensation Discussion and Analysis29
Executive Summary30
Key Takeaways30
Shareholder Outreach and Consideration of “Say on Pay” Votes32
Compensation-Related Policies and Best Practices33
Objectives of our Executive Compensation Program35
How We Make Compensation Decisions36
Benchmarking38
Components of our Executive Compensation Program40
Compensation Discussion and Analysis (Continued)
Other Aspects of our Executive Compensation Program49
Compensation Committee Report52
Compensation and Related Tables53
Summary Compensation Table53
2025 Grants of Plan-Based Awards55
Outstanding Equity Awards at 2025 Fiscal Year-End56
2025 Stock Vested56
Pension Benefits at 2025 Fiscal Year-End57
Potential Payments Upon Termination or Change-in-Control59
Termination and Change in Control Arrangements61
2025 CEO Pay Ratio63
2025 Pay Versus Performance64
Item 3 – Ratification of Appointment of Independent Registered Public Accounting Firm70
Audit Committee Report71
Other Matters72
Stock Ownership72
About the Meeting and Proxy Materials74
Appendix A – Glossary of Terms and AcronymsAppA - 1
Appendix B – Explanation and Reconciliation of Non-GAAP Financial MeasuresAppB - 1

MGIC Investment CorporationP.O. Box 488MGIC Plaza, 270 East Kilbourn AvenueMilwaukee, WI 53201

Proxy Statement

Our Board of Directors is soliciting proxies for the Annual Meeting of Shareholders to be held Thursday, April 23, 2026 at 9:00 a.m. Central Time, via webcast at www.virtualshareholdermeeting.com/MTG2026, and at any postponement or adjournment of the meeting. In this Proxy Statement we sometimes refer to MGIC Investment Corporation as “the Company,” “we” or “us.” This Proxy Statement and the enclosed form of proxy are being mailed to shareholders beginning on March 20, 2026. If you have any questions about attending our Annual Meeting, you can call Investor Relations at (414) 347-2635.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.