DESCRIPTION OF OUR CAPITAL STOCK
The following is a general description of our capital stock. The terms of our amended and restated certificate of incorporation and amended and restated
bylaws are more detailed than the general information provided below. You should read our amended and restated certificate of incorporation (our “amended and restated certificate of incorporation”) and bylaws (our “amended and
restated bylaws”), which are incorporated by reference as exhibits to the registration statement of which this prospectus forms a part.
Authorized and Outstanding Capital Stock
Radian
Group is authorized to issue a total of 505,000,000 shares of our capital stock, with a par value of $0.001 per share. Of the authorized amount, 485,000,000 of the shares are designated as common stock and 20,000,000 of the shares are designated as
preferred stock.
As of February 22, 2023, there were 157,192,928 shares of common stock issued and outstanding, and no shares of preferred stock
were issued or outstanding.
Description of Common Stock
General. Each share of our common stock has the same rights and privileges. Holders of our common stock do not have any preferences or any preemptive,
redemption, subscription, conversion or exchange rights. All of our outstanding shares of common stock are fully paid and nonassessable. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “RDN.”
Voting Rights. The holders of our common stock are entitled to vote upon all matters submitted to a vote of our stockholders and are entitled to
one vote for each share of common stock held. There is no cumulative voting.
Dividends. Subject to the prior rights and preferences, if any,
applicable to shares of preferred stock or any series of preferred stock, the holders of common stock are entitled to participate ratably in all dividends, payable in cash, stock or otherwise, that may be declared by our board of directors out of
any funds legally available for the payment of dividends. Each such distribution will be payable to holders of record as they appear on our stock transfer books on such record dates and dividend dates as may be fixed by our board of directors.
Liquidation and Distribution. If we voluntarily or involuntarily liquidate, dissolve or wind-up, or upon any
distribution of our assets, the holders of our common stock will be entitled to receive, after distribution in full of the preferential amounts, if any, to be distributed to the holders of preferred stock or any series of preferred stock, all of the
remaining assets available for distribution equally and ratably in proportion to the number of shares of common stock held by them.
Description of
Preferred Stock
General. The preferred stock authorized under our amended and restated certificate of incorporation may be issued from time
to time in one or more series. Our board of directors has the full authority permitted by law to establish, without further stockholder approval, one or more series and the number of shares constituting each such series and to fix by resolution full
or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights of any series of the preferred stock
that may be desired. Subject to the limitation on the total number of shares of preferred stock that we have authority to issue under our amended and restated certificate of incorporation, the board of directors is also authorized to increase or
decrease the number of shares of any series, subsequent to the issue of that series, but not below the number of shares of such series then-outstanding. In case the number of shares of any series is so decreased, the shares constituting such
decrease will resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. We may amend from time to time our amended and restated certificate of incorporation and amended and
restated bylaws to increase the number of authorized shares of preferred stock or common stock or to make other changes or additions.
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