3. Business Combinations

On February 2, 2026, we completed the acquisition of 100% of the shares of Inigo through Radian US Holdings Inc. (“Radian US”), a wholly owned subsidiary of Radian Group.

This acquisition advances our strategic focus to grow and diversify by expanding our market presence as a leading U.S. private mortgage insurer into a diversified, global multi-line specialty insurer. Inigo’s specialty insurance and reinsurance lines of business include property, casualty, financial lines and other specialty lines. In conducting its underwriting activities, Inigo analyzes customer data and risk exposures and works with clients to support risk management.

The acquisition was accounted for using the acquisition method of accounting in accordance with the accounting standard regarding business combinations (“ASC 805”), with Radian considered the accounting acquirer. Accordingly, the assets acquired, and liabilities assumed were recognized at their estimated fair values as of the Closing Date, and transaction-related costs are expensed as incurred. The financial results of Inigo are included in the Company’s condensed consolidated financial statements effective as of the Closing Date and reported as a separate reportable segment, Specialty.

On the Closing Date, Radian US acquired Inigo for total consideration of $1.67 billion in a primarily all-cash transaction. Total consideration included: (i) 646 thousand shares of Radian Group common stock issued to existing Inigo stockholders on the Closing Date, the closing price of Radian Group common stock of $32.90 per share on that day; (ii) the value of replacement equity awards issued to Inigo employees allocated to pre-combination service; and (iii) cash consideration of $1.65 billion.

In connection with the acquisition of Inigo, the Company incurred non-recurring acquisition-related expenses of $22 million in the three months ended March 31, 2026, primarily consisting of investment banking fees, transfer taxes, legal expenses and other transaction costs. In addition, the Company previously recognized $10 million of acquisition-related expenses in 2025, related primarily to earlier due diligence costs.

Fair value measurements applied in the acquisition method are based on the definition of “fair value” in ASC 820, Fair Value Measurement, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements require significant judgment, and changes in assumptions, including those that market participants would use, could result in changes to the estimated fair values.

The preliminary allocation of the purchase price is based on information available and remains subject to adjustment during the measurement period, which will not exceed 12 months from the Closing Date. Adjustments to the preliminary amounts may impact the fair value assigned to assets and liabilities assumed, including goodwill.

Additionally, the Company is currently evaluating certain tax elections. At present, the Company intends to make an election under Section 338(g) of the Internal Revenue Code that would allow the Company to amortize goodwill and other intangible assets over a 15 year period for U.S. income tax purposes. As a result, the Company expects to recognize tax deductible goodwill in connection with the acquisition. The ultimate determination to make this election has not been finalized and may result in changes to the tax deductibility of goodwill and intangibles.

Goodwill. Goodwill represents the excess of the consideration transferred over the estimated fair value of the identifiable net assets acquired. The goodwill recognized reflects future growth opportunities and the assembled workforce of Inigo, which do not qualify as separately identifiable intangible assets under ASC 805. Goodwill is not amortized and is tested for impairment annually, or more frequently if indicators of impairment arise. The purchase price was allocated to Inigo’s assets acquired and liabilities assumed based on estimated fair values at the Closing Date, and the Company recognized goodwill of $5 million related to the Specialty segment.

Identifiable intangible assets. As a result of our preliminary purchase price allocation, $419 million has been allocated to other acquired intangible assets and $166 million has been allocated to net VOBA. Of these identified intangible assets, $205 million are considered finite-lived and subject to amortization. Excluding the net VOBA asset, the finite-lived intangible assets are amortized on a straight-line basis over their respective estimated useful lives. The weighted-average amortization period for the finite-lived intangible assets, excluding net VOBA, is approximately 10 years. Net VOBA amortization is recognized in a manner consistent with the related insurance liabilities, with substantially all the net VOBA balance expected to amortize within one year.

Valuation methodologies applicable to identifiable intangible assets and VOBA are explained as follows.

Goodwill and Lloyd’s syndicate capacity and related rights are deemed to have an indefinite useful life and are subject to review for impairment annually, or more frequently whenever circumstances indicate potential impairment at the reporting unit level. An impairment charge is recognized for any excess of the reporting unit’s carrying amount over the reporting unit’s estimated fair value, up to the full amount of the goodwill or intangible asset allocated to the reporting unit. Other acquired intangible assets with definite lives are amortized over their estimated useful lives in a manner that approximates the pattern of expected economic benefit from each intangible asset and are reviewed for impairment if indicators of impairment arise.

Financial Results

Supplemental Pro Forma Information

The unaudited pro forma data is for informational purposes only and does not necessarily represent results that would have occurred if the transaction had taken place on January 1, 2025.

In addition to fair value adjustments and the recognition of goodwill and identifiable intangible assets, including related amortization, other material pro forma adjustments directly attributable to the Inigo acquisition, net of tax, primarily reflect the impact on net investment income from investments sold and increased interest expense associated with the drawdown of the unsecured revolving credit facility to effect the acquisition.

In connection with the acquisition of Inigo, the Company incurred non-recurring acquisition-related expenses of $22 million in the three months ended March 31, 2026, and $10 million during 2025. For pro forma purposes, the $22 million of costs incurred in three months ended March 31, 2026, have been excluded from pro forma net income for that period and, together with the $10 million incurred in 2025, are reflected in pro forma net income for the three months ended March 31, 2025.

Within the supplemental pro forma information, the Company does not anticipate material revenue synergies or dis-synergies, significant cost savings or restructuring activities within twelve months of the Closing Date.