EX-99.2 4 rdn-ex99_2.htm EX-99.2 EX-99.2

Exhibit 99.2

Radian Group Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Financial Statements

As previously announced, on September 18, 2025, Radian Group Inc., a Delaware corporation (“the Parent Company” and, together with its subsidiaries, “Radian Group” or “Radian”), and Radian US Holdings Inc., a wholly-owned subsidiary of the Parent Company (“Radian US”), entered into a share purchase deed with institutional and management shareholders of Inigo Limited, a limited liability company incorporated in England and Wales (“Inigo” and, together with its subsidiaries, “Inigo Group”) pursuant to which Radian US agreed to acquire all of the shares of Inigo.

On February 2, 2026 (the “Closing Date”), Radian consummated the acquisition of all of the shares of Inigo through Radian US. At the closing of the sale and purchase of the shares in accordance with the share purchase deed, Radian US acquired the shares for aggregate consideration of $1.67 billion in a primarily all-cash transaction.

Pursuant to Article 11 of Regulation S-X, the accompanying unaudited pro forma condensed combined financial statements combine the separate historical financial information of Radian Group and Inigo Group, after giving effect to the acquisition of Inigo by Radian US (the “Transaction”), together with the pro forma effects of certain assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined balance sheet as of December 31, 2025, is presented as if the Transaction had occurred on December 31, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, is presented as if the Transaction had occurred on January 1, 2025.

The pro forma adjustments reflect the preliminary allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed based on information available as of the date of this filing. These estimates are subject to change as additional information becomes available during the measurement period, which will not exceed twelve months following the Closing Date.

The unaudited pro forma condensed combined financial statements were derived from and should be read in conjunction with:

the accompanying notes to the unaudited pro forma condensed combined financial statements;
Radian Group’s audited financial statements and accompanying notes for the year ended December 31, 2025, included in Radian’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 20, 2026; and
Inigo Limited’s audited consolidated financial statements and accompanying notes for year ended December 31, 2025, included as Exhibit 99.1.

Inigo Group historically prepared its financial statements in accordance with the United Kingdom Generally Accepted Accounting Practice (“U.K. GAAP”) and applied accounting policies consistent with Financial Reporting Standard 102, while Radian prepares its financial statements in accordance with the United States Generally Accepted Accounting Principles (“U.S. GAAP”). Accordingly, reclassification and conversion adjustments have been made to conform Inigo Group’s historical consolidated financial statements to U.S. GAAP and to Radian’s financial statement presentation for purposes of these unaudited pro forma condensed combined financial statements.

The preparation of the unaudited pro forma condensed combined financial statements and related adjustments required management to make certain assumptions and estimates. The pro forma financial information reflects adjustments that management believes are necessary to present fairly the combined pro forma financial position and results of operations for the periods presented. Reclassification and conversion adjustments have been made to conform Inigo Group’s historical consolidated financial statements and Radian’s financial statement presentation for purposes of these unaudited pro forma condensed combined financial statements. These adjustments are based on information available as of the date of this filing and are subject to change as additional information becomes available and analyses are completed, including, among other items, potential refinements to the intangible asset valuations and the finalization of certain tax elections, the impacts of which could be material.

The unaudited pro forma financial information is presented for illustrative purposes only and does not purport to represent what Radian’s actual consolidated results of operations or financial position would have been had the Transaction occurred on the dates assumed, nor does it project the future financial position or future results of operations of the combined company. As presented in the unaudited pro forma condensed combined financial statements, Radian expects non-recurring transaction costs to be incurred in connection with the Transaction following the Closing Date. Additionally, Radian does not anticipate material revenue synergies or dis-synergies, significant cost savings, or restructuring activities within twelve months of the Closing Date.

1


Radian Group Inc. and Subsidiaries

Pro Forma Condensed Combined Consolidated Balance Sheets (Unaudited)

As of December 31, 2025

 

Pro forma balance sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2025

 

(In thousands)

 

Historical Radian Group

 

 

Historical Inigo Group
as reclassified
(Note 2)

 

 

Transaction
Adjustments
(Note 3)

 

 

Ref. (1)

 

Total Pro Forma
Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale—at fair value

 

$

4,271,916

 

 

$

1,935,318

 

 

$

 

 

 

 

$

6,207,234

 

Trading—at fair value

 

 

65,661

 

 

 

 

 

 

 

 

 

 

 

65,661

 

Equity securities—at fair value

 

 

36,632

 

 

 

 

 

 

 

 

 

 

 

36,632

 

Other long-term invested assets—at fair value

 

 

10,116

 

 

 

50,389

 

 

 

 

 

 

 

 

60,505

 

Short-term investments—at fair value (includes reinvested cash collateral held under securities lending agreements)

 

 

1,602,993

 

 

 

332,638

 

 

 

(1,447,354

)

 

(i)

 

 

488,277

 

Total investments

 

 

5,987,318

 

 

 

2,318,345

 

 

 

(1,447,354

)

 

 

 

 

6,858,309

 

Cash

 

 

24,829

 

 

 

72,554

 

 

 

 

 

 

 

 

97,383

 

Restricted cash

 

 

10

 

 

 

36,673

 

 

 

 

 

 

 

 

36,683

 

Accrued investment income

 

 

40,285

 

 

 

18,540

 

 

 

 

 

 

 

 

58,825

 

Premiums and other receivables

 

 

120,197

 

 

 

431,956

 

 

 

 

 

 

 

 

552,153

 

Reinsurance recoverables

 

 

48,806

 

 

 

307,392

 

 

 

 

 

 

 

 

356,198

 

Deferred policy acquisition costs and value of business acquired

 

 

19,018

 

 

 

97,092

 

 

 

103,462

 

 

(ii)

 

 

219,572

 

Goodwill and other acquired intangible assets

 

 

 

 

 

23,056

 

 

 

414,484

 

 

(iii)

 

 

437,540

 

Prepaid federal income taxes

 

 

1,056,329

 

 

 

 

 

 

 

 

 

 

 

1,056,329

 

Other assets

 

 

351,337

 

 

 

119,408

 

 

 

(5,740

)

 

(iv)

 

 

465,005

 

Assets held for sale (2)

 

 

474,268

 

 

 

 

 

 

 

 

 

 

 

474,268

 

Total assets

 

$

8,122,397

 

 

$

3,425,016

 

 

$

(935,148

)

 

 

 

$

10,612,265

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserve for losses and LAE

 

$

399,946

 

 

$

1,287,213

 

 

$

37,831

 

 

(v)

 

$

1,724,990

 

Unearned premiums

 

 

159,341

 

 

 

609,593

 

 

 

 

 

 

 

 

768,934

 

Senior notes

 

 

1,067,908

 

 

 

 

 

 

 

 

 

 

 

1,067,908

 

Other borrowings

 

 

41,207

 

 

 

 

 

 

200,000

 

 

(vi)

 

 

241,207

 

Net deferred tax liability

 

 

942,193

 

 

 

85,862

 

 

 

(3,046

)

 

(vii)

 

 

1,025,009

 

Other liabilities

 

 

366,470

 

 

 

245,602

 

 

 

20,447

 

 

(viii)

 

 

632,519

 

Liabilities held for sale (2)

 

 

363,818

 

 

 

 

 

 

 

 

 

 

 

363,818

 

Total liabilities

 

 

3,340,883

 

 

 

2,228,270

 

 

 

255,232

 

 

 

 

 

5,824,385

 

Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

157

 

 

 

9,600

 

 

 

(9,599

)

 

(ix)

 

 

158

 

Treasury stock, at cost

 

 

(989,745

)

 

 

 

 

 

 

 

 

 

 

(989,745

)

Additional paid-in capital

 

 

861,211

 

 

 

710,046

 

 

 

(686,280

)

 

(ix)

 

 

884,977

 

Retained earnings

 

 

5,132,050

 

 

 

462,129

 

 

 

(479,530

)

 

(x)

 

 

5,114,649

 

Accumulated other comprehensive income (loss)

 

 

(222,159

)

 

 

14,971

 

 

 

(14,971

)

 

(x)

 

 

(222,159

)

Total stockholders’ equity

 

 

4,781,514

 

 

 

1,196,746

 

 

 

(1,190,380

)

 

 

 

 

4,787,880

 

Total liabilities and stockholders’ equity

 

$

8,122,397

 

 

$

3,425,016

 

 

$

(935,148

)

 

 

 

$

10,612,265

 

 

(1)
See Note 3 for corresponding descriptions of the preliminary transaction adjustments.
(2)
Related to businesses classified as discontinued operations. Pro forma adjustments related to these dispositions are not reflected in these unaudited pro forma condensed combined financial statements, as these dispositions are independent of the Transaction.

2


Radian Group Inc. and Subsidiaries

Pro Forma Condensed Combined Consolidated Statement of Operations (Unaudited)

For the Year Ended December 31, 2025

 

Pro forma statement of operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2025

 

(In thousands, except per share amounts)

 

Historical Radian Group

 

 

Historical Inigo Group
as reclassified
(Note 2)

 

 

Transaction
Adjustments
(Note 3)

 

 

Ref. (1)

 

Total Pro Forma
Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$

941,865

 

 

$

1,110,888

 

 

$

 

 

 

 

$

2,052,753

 

Net investment income

 

 

248,764

 

 

 

87,475

 

 

 

(65,038

)

 

(xi)

 

 

271,201

 

Net gains (losses) on financial instruments and foreign exchange

 

 

(24

)

 

 

12,848

 

 

 

 

 

 

 

 

12,824

 

Other income

 

 

6,479

 

 

 

6,795

 

 

 

 

 

 

 

 

13,274

 

Total revenues

 

 

1,197,084

 

 

 

1,218,006

 

 

 

(65,038

)

 

 

 

 

2,350,052

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for losses

 

 

66,768

 

 

 

551,730

 

 

 

(13,337

)

 

(xii)

 

 

605,161

 

Policy acquisition costs

 

 

25,039

 

 

 

202,678

 

 

 

103,797

 

 

(xiii)

 

 

331,514

 

Other operating expenses

 

 

245,759

 

 

 

146,805

 

 

 

27,008

 

 

(xiv)

 

 

419,572

 

Interest expense

 

 

68,290

 

 

 

14,648

 

 

 

9,844

 

 

(xv)

 

 

92,782

 

Amortization of other acquired intangible assets

 

 

 

 

 

 

 

 

23,347

 

 

(xvi)

 

 

23,347

 

Total expenses

 

 

405,856

 

 

 

915,861

 

 

 

150,659

 

 

 

 

 

1,472,376

 

Pretax income from continuing operations

 

 

791,228

 

 

 

302,145

 

 

 

(215,697

)

 

 

 

 

877,676

 

Income tax provision

 

 

173,049

 

 

 

74,068

 

 

 

(45,296

)

 

(xvii)

 

 

201,821

 

Net income from continuing operations

 

$

618,179

 

 

$

228,077

 

 

$

(170,401

)

 

 

 

$

675,855

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income from continuing operations

 

$

4.43

 

 

$

 

 

$

 

 

 

 

$

4.82

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income from continuing operations

 

$

4.39

 

 

$

 

 

$

 

 

 

 

$

4.77

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding—basic

 

 

139,445

 

 

 

 

 

 

646

 

 

(xviii)

 

 

140,091

 

Weighted average number of common and common equivalent shares outstanding—diluted

 

 

140,811

 

 

 

 

 

 

799

 

 

(xix)

 

 

141,610

 

 

(1)
See Note 3 for corresponding descriptions of the preliminary transaction adjustments.

3


Radian Group Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

 

1. Acquisition Consideration Allocation

The Transaction is accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with Radian Group considered the accounting acquirer. Under ASC 805, the identifiable assets acquired and liabilities assumed are recognized at their acquisition-date fair values, while transaction costs associated with the business combination are expensed as incurred. Any excess of the acquisition consideration over the fair value of the identifiable net assets acquired is recognized as goodwill.

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.

As of the date of this filing, the Company has not finalized the detailed valuation analyses necessary to determine the acquisition-date fair values of Inigo Group’s identifiable tangible and intangible assets and assumed liabilities. Accordingly, the preliminary purchase price allocation reflected in the unaudited pro forma condensed combined financial statements is based on management’s preliminary estimates derived from Inigo Group’s historical audited consolidated financial statements, preliminary valuation analyses, reviews of Inigo Group’s historical consolidated operating results, discussions with Inigo Group’s management, and other financial and operational due diligence procedures. The final purchase price allocation will be determined based on the acquisition-date fair values and will be finalized during the measurement period, which will not exceed twelve months from the Closing Date. As a result, the preliminary purchase price allocation and the related pro forma adjustments are subject to change as additional information becomes available, and such changes may be material.

The estimated fair value of consideration, or the purchase price, in the unaudited pro forma financial information is approximately $1.67 billion. This amount was derived based on the 646 thousand shares of common stock of the Parent Company issued and outstanding on the Closing Date, the closing price of Radian common stock of $32.90 per share on that day, the value of replacement equity awards issued to Inigo Group employees allocated to pre-combination service, and cash consideration of $1.65 billion.

For purposes of the pro forma financial information, the following table presents the components of the consideration.

Consideration paid

 

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands, except per share amounts)

 

 

 

Share consideration:

 

 

 

Shares of Radian Group Inc. common stock issued to existing Inigo common stockholders

 

 

646,014

 

Radian Group Inc. closing stock price per share on Closing Date

 

$

32.90

 

Consideration of Radian Group Inc. issued common stock

 

$

21,254

 

Fair value of equity awards issued (1)

 

$

2,512

 

Cash consideration

 

$

1,647,354

 

Total consideration paid

 

$

1,671,120

 

(1)
The estimated fair value of the replacement equity awards is $14 million, of which $3 million is attributable to service periods prior to the acquisition and is included in the purchase consideration.

4


Radian Group Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

 

The total acquisition consideration is allocated to Inigo Group’s tangible and identifiable intangible assets and liabilities as of December 31, 2025, based on their preliminary fair values as follows:

Preliminary Purchase Price Allocation

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

December 31, 2025

 

 

 

 

 

Assets acquired

 

 

 

Investments

 

$

2,318,345

 

Cash

 

 

72,555

 

Restricted cash

 

 

36,673

 

Accrued investment income

 

 

18,540

 

Premiums and other receivables

 

 

431,955

 

Reinsurance recoverables

 

 

307,392

 

Value of business acquired

 

 

200,553

 

Other acquired intangible assets

 

 

428,167

 

Other assets

 

 

113,668

 

Total assets acquired

 

$

3,927,848

 

Liabilities assumed

 

 

 

Reserve for losses and LAE

 

$

1,325,043

 

Unearned premiums

 

 

609,593

 

Net deferred tax liability

 

 

85,863

 

Other liabilities

 

 

245,602

 

Total liabilities assumed

 

 

2,266,101

 

Net assets acquired

 

$

1,661,747

 

Total consideration paid

 

$

1,671,120

 

Preliminary allocation to goodwill

 

$

9,373

 

 

Approximately $591 million has been preliminarily allocated to intangible assets acquired, including net value of business acquired, of which $367 million is considered finite-lived and amortizable. The finite-lived intangible assets, excluding the net value of business acquired, are amortized on a straight-line basis over their respective estimated useful lives. The amortization related to the preliminary fair value of all finite-lived intangible assets is reflected as a pro forma adjustment to the unaudited pro forma consolidated financial statements.

The preliminary allocation to intangible assets is as follows:

Identifiable intangible assets

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

December 31, 2025

 

 

Estimated
Useful Life
(in years)

 

 

 

 

 

 

Other acquired intangible assets

 

 

 

 

 

Lloyd’s syndicate capacity and related rights

 

$

224,389

 

 

Indefinite

Broker relationships - large brokers

 

 

114,346

 

 

12

Broker relationships - other brokers

 

 

45,769

 

 

9

Brand

 

 

31,000

 

 

5

Technology

 

 

12,663

 

 

5

Total other acquired intangible assets

 

$

428,167

 

 

 

Value of business acquired (“VOBA”), net

 

 

 

 

 

VOBA asset - unearned premiums

 

$

200,555

 

 

1 to 2

VOBA liability - reserves

 

 

(37,831

)

 

3 to 4

Total VOBA, net

 

$

162,724

 

 

 

VOBA, net. VOBA represents the difference between the fair value and carrying value of the acquired insurance liabilities, measured net of reinsurance, related to unearned premiums and reserve for losses and loss adjustment expenses (“LAE”). On the unaudited pro forma balance sheet VOBA assets are presented in “Deferred policy acquisition costs and value of business acquired,” while VOBA liabilities are presented in “Reserve for losses and LAE.” The net value of business acquired recognized in connection with

5


Radian Group Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

 

the acquisition is measured at fair value based on a discounted cash-flow model of the expected future revenues and expenses associated with the acquired insurance contracts. Significant assumptions used to value these intangible assets include the discount rate and expected future premiums, claims, benefits and expenses. Amortization is recognized in a manner consistent with the related insurance liabilities, with substantially all of the net balance expected to amortize within one year. On the unaudited pro forma statement of operations, VOBA asset amortization is presented in “Policy acquisition costs,” while VOBA liability amortization is presented in “Provision for losses.”

Goodwill. Goodwill represents the excess of the acquisition consideration over the preliminary fair value of the identifiable net tangible and intangible assets acquired. Among the factors that contributed to a purchase price in excess of the fair value of the identifiable net tangible and intangible assets are the skill sets, operations and synergies that can be leveraged to support the long-term growth of the combined companies. According to ASC 805, an assembled workforce does not represent the intellectual capital of this workforce; rather, it only represents an existing collection of employees. As such, it is not an identifiable asset and is therefore recognized as part of goodwill.

In accordance with ASC 350, Intangibles-Goodwill and Other, goodwill will not be amortized, but instead will be tested for impairment at least annually and whenever events or circumstances have occurred that may indicate a possible impairment. If the carrying value of goodwill exceeds its fair value, an impairment charge will be recognized in earnings in the period in which the impairment is identified.

6


Radian Group Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

 

2. Inigo Group Reclassifications and U.S. GAAP Conversion

The historical consolidated financial statements of Inigo Group are prepared in accordance with U.K. GAAP and are adjusted to: (i) reconcile the financial statements to U.S. GAAP and (ii) reflect reclassifications of Inigo Group’s consolidated financial statements to conform to Radian’s financial statement presentation. Italics are utilized to present the appropriate financial statement line items of Radian to which Inigo Group’s financial statement line items have been mapped.

The table below sets forth the balance sheet reclassifications and U.S. GAAP conversion as of December 31, 2025.

Balance sheet reclassifications and U.S. GAAP conversion

 

(In thousands)

 

As of December 31, 2025

 

Inigo financial statement line item

 

Historical Inigo

 

 

U.S. GAAP

 

 

 

 

 

 

 

Historical Inigo Group as

 

Radian financial statement line item

 

Group

 

 

Conversion

 

 

Reclassifications

 

 

Ref.

 

Reclassified

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other financial investments

 

$

2,318,240

 

 

$

 

 

$

(2,318,240

)

 

(b)

 

 

 

Investments in associates

 

 

105

 

 

 

 

 

 

(105

)

 

(c)

 

 

 

Available for sale—at fair value

 

 

 

 

 

 

 

 

1,935,318

 

 

(b)

 

 

1,935,318

 

Other long-term invested assets—at fair value

 

 

 

 

 

 

 

 

50,389

 

 

(c), (b)

 

 

50,389

 

Short-term investments—at fair value (includes reinvested cash collateral held under securities lending agreements)

 

 

 

 

 

 

 

 

332,638

 

 

(b)

 

 

332,638

 

Total investments

 

 

 

 

 

 

 

 

 

 

 

 

 

2,318,345

 

Cash at bank and in hand

 

 

109,227

 

 

 

 

 

 

(109,227

)

 

(d)

 

 

 

Cash

 

 

 

 

 

 

 

 

72,554

 

 

(d)

 

 

72,554

 

Restricted cash

 

 

 

 

 

 

 

 

36,673

 

 

(d)

 

 

36,673

 

Accrued interest

 

 

18,540

 

 

 

 

 

 

(18,540

)

 

(a)

 

 

 

Accrued investment income

 

 

 

 

 

 

 

 

18,540

 

 

(a)

 

 

18,540

 

Debtors arising out of direct insurance operations - intermediaries

 

 

182,749

 

 

 

 

 

 

(182,749

)

 

(e)

 

 

 

Debtors arising out of reinsurance operations

 

 

281,574

 

 

 

 

 

 

(281,574

)

 

(e), (f)

 

 

 

Premiums and other receivables

 

 

 

 

 

 

 

 

431,956

 

 

(e)

 

 

431,956

 

Reinsurers’ share of technical provision - claims outstanding

 

 

265,287

 

 

 

 

 

 

(265,287

)

 

(f)

 

 

 

Reinsurance recoverables

 

 

 

 

 

 

 

 

307,392

 

 

(f)

 

 

307,392

 

Deferred acquisition costs

 

 

109,563

 

 

 

(1,753

)

 

 

(107,810

)

 

(g)

 

 

 

Deferred policy acquisition costs and value of business acquired

 

 

 

 

 

 

 

 

97,092

 

 

(g)

 

 

97,092

 

Intangible assets

 

 

12,104

 

 

 

10,952

 

 

 

(23,056

)

 

(a)

 

 

 

Goodwill and other acquired intangible assets

 

 

 

 

 

 

 

 

23,056

 

 

(a)

 

 

23,056

 

Reinsurers’ share of technical provisions - provision for unearned premiums

 

 

70,929

 

 

 

(76

)

 

 

(70,853

)

 

(h)

 

 

 

Right-of-use assets

 

 

11,098

 

 

 

 

 

 

(11,098

)

 

(h)

 

 

 

Tangible assets

 

 

14,232

 

 

 

 

 

 

(14,232

)

 

(h)

 

 

 

Other prepayment and accrued income

 

 

12,026

 

 

 

 

 

 

(12,026

)

 

(e), (h)

 

 

 

Other debtors

 

 

20,938

 

 

 

 

 

 

(20,938

)

 

(e), (h)

 

 

 

Other assets

 

 

 

 

 

 

 

 

119,408

 

 

(h)

 

 

119,408

 

Total assets

 

$

3,426,612

 

 

$

9,123

 

 

$

(10,719

)

 

 

 

$

3,425,016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7


Radian Group Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

 

Balance sheet reclassifications and U.S. GAAP conversion

 

(In thousands)

 

As of December 31, 2025

 

Inigo financial statement line item

 

Historical Inigo

 

 

U.S. GAAP

 

 

 

 

 

 

 

Historical Inigo Group as

 

Radian financial statement line item

 

Group

 

 

Conversion

 

 

Reclassifications

 

 

Ref.

 

Reclassified

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technical provisions - claims outstanding

 

$

1,287,213

 

 

$

 

 

$

(1,287,213

)

 

(a)

 

$

 

Reserve for losses and LAE

 

 

 

 

 

 

 

 

1,287,213

 

 

(a)

 

 

1,287,213

 

Technical provisions - provision for unearned premiums

 

 

610,296

 

 

 

(703

)

 

 

(609,593

)

 

(a)

 

 

 

Unearned premiums

 

 

 

 

 

 

 

 

609,593

 

 

(a)

 

 

609,593

 

Other creditors including taxation and social security

 

 

142,923

 

 

 

2,461

 

 

 

(145,384

)

 

(i), (j)

 

 

 

Creditors arising out of direct insurance operations

 

 

1,752

 

 

 

 

 

 

(1,752

)

 

(j)

 

 

 

Lease liabilities

 

 

12,735

 

 

 

 

 

 

(12,735

)

 

(j)

 

 

 

Creditors arising out of reinsurance operations

 

 

112,133

 

 

 

 

 

 

(112,133

)

 

(j)

 

 

 

Accruals and deferred income

 

 

86,368

 

 

 

(17,517

)

 

 

(68,851

)

 

(j), (g)

 

 

 

Other provisions

 

 

1,328

 

 

 

 

 

 

(1,328

)

 

(j)

 

 

 

Net deferred tax liability

 

 

 

 

 

 

 

 

85,862

 

 

(i)

 

 

85,862

 

Other liabilities

 

 

 

 

 

 

 

 

245,602

 

 

(j)

 

 

245,602

 

Total liabilities

 

 

2,254,748

 

 

 

(15,759

)

 

 

(10,719

)

 

 

 

 

2,228,270

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Called-up share capital

 

 

9,600

 

 

 

 

 

 

(9,600

)

 

(a)

 

 

 

Common stock

 

 

 

 

 

 

 

 

9,600

 

 

(a)

 

 

9,600

 

Share premium account

 

 

708,600

 

 

 

 

 

 

(708,600

)

 

(k)

 

 

 

Other reserves

 

 

1,446

 

 

 

 

 

 

(1,446

)

 

(k)

 

 

 

Additional paid-in capital

 

 

 

 

 

 

 

 

710,046

 

 

(k)

 

 

710,046

 

Profit and loss account

 

 

450,363

 

 

 

11,766

 

 

 

(462,129

)

 

(a)

 

 

 

Retained earnings

 

 

 

 

 

 

 

 

462,129

 

 

(a)

 

 

462,129

 

Available for sale reserve

 

 

1,855

 

 

 

13,116

 

 

 

(14,971

)

 

(a)

 

 

 

Accumulated other comprehensive income (loss)

 

 

 

 

 

 

 

 

14,971

 

 

(a)

 

 

14,971

 

Total stockholders’ equity

 

 

1,171,864

 

 

 

24,882

 

 

 

 

 

 

 

 

1,196,746

 

Total liabilities and stockholders’ equity

 

$

3,426,612

 

 

$

9,123

 

 

$

(10,719

)

 

 

 

$

3,425,016

 

 

Balance Sheet U.S. GAAP Conversion Adjustments

Conversion adjustments were recorded to convert Inigo Group’s historical consolidated statement of financial position prepared in accordance with U.K. GAAP to a U.S. GAAP basis. The U.S. GAAP conversion adjustments primarily include:

Deferred acquisition costs - U.K. GAAP permits the deferral of direct and indirect costs of processing proposals and issuing policies, whereas U.S. GAAP only allows the cost of the successful acquisition of insurance contracts to be deferred. As a result, deferred acquisition costs decreased by $2 million to reflect a smaller proportion of underwriting costs deferred under U.S. GAAP, of which less than $1 million pertains to the current year and the remaining balance represents the cumulative impact of prior periods. Deferred acquisition costs are also considered non-monetary items under U.S. GAAP, while U.K. GAAP defines them as monetary. As a result, less than $1 million of foreign exchange net losses reported on the remeasurement of deferred acquisition costs under U.K. GAAP were reversed, of which less than $1 million of foreign exchange net gains pertains to the current year and $1 million of the remaining balance represents the cumulative impact of prior period foreign exchange losses.
Intangible assets - U.K. GAAP specifies that all intangible assets have a finite life, with a maximum of 10 years, and are amortized on a straight-line basis. Under U.S. GAAP, an intangible asset has an indefinite life when there is no foreseeable limit to the period over which it is expected to generate positive cash flows. Inigo Group’s syndicate capacity intangible

8


Radian Group Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

 

asset has an indefinite life under U.S. GAAP, and therefore all $11 million of amortization recognized was reversed, of which $2 million pertains to the current year and $9 million represents the cumulative impact of prior periods.
Technical provisions - provision for unearned premiums - Unearned premiums are considered non-monetary items under U.S. GAAP, while U.K. GAAP defines them as monetary. As a result, $1 million of foreign exchange net losses reported on the remeasurement of unearned premiums under U.K. GAAP were reversed, of which $3 million of foreign exchange losses pertains to the current year and $2 million of the remaining balance represents the cumulative impact of prior period foreign exchange gains.
Other creditors including taxation and social security - Inigo Limited is taxed with reference to its U.K. GAAP taxable profits. Numerical and presentational adjustments between U.K. GAAP and U.S. GAAP represent temporary differences, which change the carrying value of assets and liabilities but do not affect the U.K. tax basis. The impact of these adjustments on deferred tax has been calculated using the effective tax rate of 25%, with each tax adjustment recorded in either the income statement or Other comprehensive income, depending on the location of the underlying adjustment. As a result this financial statement line item was adjusted by $2 million, of which $1 million pertains to the current year and $1 million pertains to the cumulative impact of prior periods.
Accruals and deferred income - U.S. GAAP does not allow the obligation to pay a success fee on completion of a transaction to be recognized before the transaction has completed. As such, the $18 million of expense recognized under U.K. GAAP for success fees payable on completion of Inigo Group’s acquisition by Radian is reversed under U.S. GAAP.
Available for sale reserve - Reflects the U.K. GAAP to U.S. GAAP adjustment to conform the presentation of unrealized gains and losses on Inigo Group’s investments to U.S. GAAP. Under U.K. GAAP, certain financial investments are stated at fair value, with unrealized gains and losses recorded on the income statement. Under U.S. GAAP, these investments are classified as available-for-sale and measured at fair value with unrealized gains and losses recorded in Other comprehensive income net of tax. Of the $13 million adjustment net of tax, $8 million pertains to the current year and $5 million reflects the cumulative effect related to prior periods.
Profit and loss account - The adjustment to this financial statement line item reflects a $13 million net increase of U.K. GAAP to U.S. GAAP adjustments reflected in the income statement for the year ended December 31, 2025, offset by a $1 million decrease from the cumulative effect related to prior periods.

Balance Sheet Reclassification Adjustments

(a)
The following adjustments were made to reclassify Inigo Group’s financial statement line items in whole to Radian’s financial statement line items to conform with Radian’s presentation:
“Accrued interest” to “Accrued investment income”
“Intangible assets” to “Goodwill and other acquired intangible assets”
“Technical provisions - claims outstanding” to “Reserve for losses and LAE”
“Technical provisions - provision for unearned premiums” to “Unearned premiums”
“Called-up share capital” to “Common stock”
“Profit and loss account” to “Retained Earnings”
“Available for sale reserve” to “Accumulated other comprehensive income (loss)”
(b)
Adjustments to disaggregate amounts classified within Inigo Group’s “Other financial investments” as follows: $1,935 million to “Available for sale—at fair value,” $333 million to “Short-term investments—at fair value (includes reinvested cash collateral held under securities lending agreements)” and $50 million to “Other long-term invested assets—at fair value,” each to conform with Radian’s presentation.
(c)
Adjustments to reclassify Inigo Group’s “Investments in associates” amounts to “Other long-term invested assets—at fair value” to conform with Radian’s presentation.
(d)
Adjustments to disaggregate Inigo Group’s “Cash at bank and in hand” amounts to “Cash” and “Restricted cash” to separately present restricted cash accounts and conform with Radian’s presentation.
(e)
Adjustments to reclassify Inigo Group’s “Debtors arising out of direct insurance operations - intermediaries” amounts in whole, plus $239 million of receivables due from assumed reinsurance operations classified within “Debtors arising out of reinsurance

9


Radian Group Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

 

operations,” and $6 million and $4 million of other receivables classified within “Other prepayment and accrued income” and “Other debtors,” respectively, to “Premiums and other receivables” to conform with Radian’s presentation.
(f)
Adjustments to reclassify Inigo Group’s “Reinsurers’ share of technical provision - claims outstanding” amounts in whole as well as $42 million of reinsurance recoverable on paid losses and loss expense classified within “Debtors arising out of reinsurance operations” to “Reinsurance recoverables” to conform with Radian’s presentation.
(g)
Adjustments to reclassify Inigo Group’s “Deferred acquisition costs” amounts in whole, offset by $11 million of ceded deferred acquisition costs classified within “Accruals and deferred income” to “Deferred policy acquisition costs and value of business acquired” to conform with Radian’s presentation.
(h)
Adjustments to reclassify Inigo Group’s “Reinsurers’ share of technical provisions - provision for unearned premiums,” “Tangible assets,” and “Right-of-use assets” amounts in whole, plus $6 million and $17 million classified as portions of “Other prepayment and accrued income” and “Other debtors,” respectively, to “Other assets” to conform with Radian’s presentation.
(i)
Adjustment to reclassify $86 million of deferred tax liabilities classified within Inigo Group’s “Other creditors including taxation and social security” to “Net deferred tax liability” to conform with Radian’s presentation.
(j)
Adjustments to reclassify Inigo Group’s “Creditors arising out of direct insurance operations,” “Lease liabilities,” “Creditors arising out of reinsurance operations” and “Other provisions” amounts in whole, as well as $59 million classified within “Other creditors including taxation and social security” and $61 million classified within “Accruals and deferred income” related to current tax liabilities and other accrued liabilities, to “Other liabilities” to conform with Radian’s presentation.
(k)
Adjustments to reclassify Inigo Group’s “Share premium account” and “Other reserves” amounts in whole to “Additional paid-in capital” to conform with Radian’s presentation.

10


Radian Group Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

 

The table below sets forth statement of operations reclassifications and U.S. GAAP conversion for the year ended December 31, 2025.

Statement of operations reclassifications and U.S. GAAP conversion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

Year Ended December 31, 2025

 

Inigo financial statement line item

 

Historical Inigo

 

 

U.S. GAAP

 

 

 

 

 

 

 

Historical Inigo Group as

 

Radian financial statement line item

 

Group

 

 

Conversion

 

 

Reclassifications

 

 

Ref.

 

Reclassified

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

1,522,669

 

 

$

 

 

$

(1,522,669

)

 

(b)

 

$

 

Outwards reinsurance premiums

 

 

(300,725

)

 

 

 

 

 

300,725

 

 

(b)

 

 

 

Change in gross provision for unearned premiums

 

 

(119,432

)

 

 

 

 

 

119,432

 

 

(b)

 

 

 

Change in provision for unearned premium, reinsurers' share

 

 

8,376

 

 

 

 

 

 

(8,376

)

 

(b)

 

 

 

Net premiums earned

 

 

 

 

 

 

 

 

1,110,888

 

 

(b)

 

 

1,110,888

 

Investment income

 

 

98,193

 

 

 

 

 

 

(98,193

)

 

(c), (d)

 

 

 

Investment expenses and charges

 

 

(1,670

)

 

 

 

 

 

1,670

 

 

(c)

 

 

 

Unrealized gains on investments

 

 

10,293

 

 

 

(10,293

)

 

 

 

 

 

 

 

 

Foreign exchange gains / (losses)

 

 

1,496

 

 

 

2,304

 

 

 

(3,800

)

 

(d)

 

 

 

Net investment income

 

 

 

 

 

 

 

 

87,475

 

 

(c)

 

 

87,475

 

Net gains (losses) on financial instruments and foreign exchange

 

 

 

 

 

 

 

 

12,848

 

 

(d)

 

 

12,848

 

Other income

 

 

6,795

 

 

 

 

 

 

(6,795

)

 

(a)

 

 

 

Other income

 

 

 

 

 

 

 

 

6,795

 

 

(a)

 

 

6,795

 

Total revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

1,218,006

 

Claims paid - gross amount

 

 

478,514

 

 

 

 

 

 

(478,514

)

 

(e)

 

 

 

Claims paid - reinsurers’ share

 

 

(109,907

)

 

 

 

 

 

109,907

 

 

(e)

 

 

 

Change in provision for claims - gross amount

 

 

241,461

 

 

 

 

 

 

(241,461

)

 

(e)

 

 

 

Change in provision for claims - reinsurers’ share

 

 

(58,338

)

 

 

 

 

 

58,338

 

 

(e)

 

 

 

Provision for losses

 

 

 

 

 

 

 

 

551,730

 

 

(e)

 

 

551,730

 

Net operating expenses

 

 

367,598

 

 

 

(19,069

)

 

 

(348,529

)

 

(f), (g)

 

 

 

Other charges

 

 

15,602

 

 

 

 

 

 

(15,602

)

 

(g), (h)

 

 

 

Policy acquisition costs

 

 

 

 

 

 

 

 

202,678

 

 

(f)

 

 

202,678

 

Other operating expenses

 

 

 

 

 

 

 

 

146,805

 

 

(g)

 

 

146,805

 

Interest expense

 

 

 

 

 

 

 

 

14,648

 

 

(h)

 

 

14,648

 

Total expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

915,861

 

Pretax income from continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

 

302,145

 

Tax charge on profit

 

 

75,673

 

 

 

(1,605

)

 

 

(74,068

)

 

(a)

 

 

 

Income tax provision

 

 

 

 

 

 

 

 

74,068

 

 

(a)

 

 

74,068

 

Net income from continuing operations

 

$

215,392

 

 

$

12,685

 

 

$

 

 

 

 

$

228,077

 

 

Statement of Operations U.S. GAAP Conversion Adjustments

Conversion adjustments were recorded to convert Inigo Group’s historical consolidated statement of financial position prepared in accordance with U.K. GAAP to a U.S. GAAP basis. The U.S. GAAP conversion adjustments primarily include:

Unrealized gains on investments - Reflects a $10 million U.K. GAAP to U.S. GAAP adjustment to conform the presentation of unrealized gains and losses on Inigo Group’s investments to U.S. GAAP. Under U.K. GAAP, financial investments are stated at fair value, with unrealized gains and losses recorded on the income statement. Under U.S. GAAP, these investments are classified as available-for-sale and measured at fair value with unrealized gains and losses recorded in Other comprehensive income net of tax.
Foreign exchange gains / (losses) - Deferred acquisition costs and unearned premiums are considered non-monetary items under U.S. GAAP, while U.K. GAAP defines them as monetary. As a result, $2 million of foreign exchange losses reported on the remeasurement of deferred acquisition costs and unearned premiums under U.K. GAAP were reversed.

11


Radian Group Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

 

Net operating expenses:
o
U.S. GAAP does not allow the obligation to pay a success fee on completion of a transaction to be recognized before the transaction has completed. As such, the $18 million expense recognized under U.K. GAAP for success fees payable on completion of Inigo Group’s acquisition by Radian is reversed under U.S. GAAP in 2025.
o
U.K. GAAP permits the deferral of direct and indirect costs of processing proposals and issuing policies, whereas U.S. GAAP only allows the cost of the successful acquisition of insurance contracts to be deferred. As a result, policy acquisition costs decreased by less than $1 million to reflect a smaller proportion of underwriting costs deferred under U.S. GAAP.
o
U.K. GAAP specifies that all intangible assets have a finite life, with a maximum of 10 years, and are amortized on a straight-line basis. Under U.S. GAAP, an intangible asset has an indefinite life when there is no foreseeable limit to the period over which it is expected to generate positive cash flows. Inigo Group’s syndicate capacity intangible asset has an indefinite life under U.S. GAAP, and therefore all $2 million of amortization recognized in the current year was reversed.
Tax charge on profit - Inigo Limited is taxed with reference to its U.K. GAAP taxable profits. Numerical and presentational adjustments between U.K. GAAP and U.S. GAAP represent temporary differences, which change the carrying value of assets and liabilities but do not affect the U.K. tax basis. The impact of these adjustments on deferred tax has been calculated using the effective tax rate of 25%, with each tax adjustment recorded in either the income statement or Other comprehensive income, depending on the location of the underlying adjustment. As a result, this financial statement line item was decreased by $2 million for the current year, of which a $3 million decrease pertains to taxes on unrealized gains recorded in Other comprehensive income offset by a $1 million increase related to the tax impact on the remaining U.K. GAAP to U.S. GAAP adjustments.

Statement of Operations Reclassification Adjustments

(a)
The following reflects either adjustments that were made to reclassify Inigo Group’s financial statement line items in whole to Radian’s financial statement line items to conform with Radian’s presentation or financial statement line items that already conformed:
“Other income” to “Other income”
“Tax charge on profit” to “Income tax provision”
(b)
Adjustments to reclassify Inigo Group’s “Gross premiums written,” “Outwards reinsurance premiums,” “Change in gross provision for unearned premiums” and “Change in provision for unearned premium, reinsurer’s share” amounts in whole to conform with Radian’s net presentation of earned premium amounts as “Net premiums earned.”
(c)
Adjustments to reclassify Inigo Group’s “Investment expenses and charges” in whole and “Investment income” excluding $9 million of net realized gains / (losses) on financial instruments to “Net investment income” to conform with Radian’s presentation.
(d)
Adjustments to reclassify Inigo Group’s “Foreign exchange gains / (losses)” in whole and $9 million of net realized gains / (losses) on financial instruments classified within “Investment income” to “Net gains (losses) on financial instruments and foreign exchange” to conform with Radian’s presentation.
(e)
Adjustments to reclassify Inigo Group’s “Claims paid - gross amount,” “Claims paid - reinsurers’ share,” “Change in provision for claims - gross amount” and “Change in provision for claims - reinsurers’ share” amounts in whole to conform with Radian’s net presentation of provision for loss amounts as “Provision for losses.”
(f)
Adjustment to reclassify $203 million of policy acquisition costs classified within Inigo Group’s “Net operating expenses” to “Policy acquisition costs” to conform with Radian’s presentation.
(g)
Adjustments to reclassify Inigo Group’s “Net operating expenses” excluding $203 million of policy acquisition costs and $1 million of other expenses classified within “Other charges” to “Other operating expenses” to conform with Radian’s presentation.
(h)
Adjustment to reclassify $15 million of interest expense classified within Inigo Group’s “Other charges” to “Interest expense” to conform with Radian’s presentation.

12


Radian Group Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

 

3. Transaction Adjustments and Assumptions

The following unaudited pro forma adjustments result from accounting for the Transaction, including the determination of fair value of the assets and liabilities that Radian, as the acquirer for accounting purposes, will acquire and assume from the acquired company.

The unaudited pro forma financial information is not necessarily indicative of what the financial position and results from operations actually would have been had the Transaction been completed at the dates indicated and includes adjustments and assumptions that are preliminary and may be revised. Such revisions may result in material changes.

The descriptions related to these preliminary adjustments are as follows:

Balance sheet transaction adjustments

 

 

 

 

 

 

 

 

Increase (decrease) as
of December 31, 2025
(In thousands)

 

 

 

 

 

 

 

(i)

 

Adjustment to “Short-term investments - at fair value” to reflect the net impact of:
(a) amounts drawn on an unsecured revolving credit facility ($200 million increase)
(b) consideration paid to acquire Inigo ($1,647 million decrease)

 

$

(1,447,354

)

(ii)

 

Adjustments to “Deferred policy acquisition costs:”
(a) to record the estimated value of business acquired attributable to unearned premiums ($200 million)
offset by an adjustment
(b) to remove Inigo Group’s historical net deferred policy acquisition cost amounts ($97 million)

 

 

103,462

 

(iii)

 

Adjustments to “Goodwill and other acquired intangible assets:”
(a) to record the preliminary fair value of identifiable intangible assets acquired ($428 million)
(b) to record the estimated goodwill recognized as the excess of the purchase price over the preliminary fair value of net identifiable assets acquired, as detailed in Note 1 ($9 million)
offset by an adjustment
(c) to remove Inigo Group’s historical intangible asset amounts ($23 million)

 

 

414,484

 

(iv)

 

Adjustment to “Other assets” to remove Inigo Group’s historical capitalized software asset amounts

 

 

(5,740

)

(v)

 

Adjustment to “Reserve for losses and LAE” to record the value of business acquired attributable to unpaid loss and loss adjustment expense

 

 

37,831

 

(vi)

 

Adjustment to “Other borrowings” to recognize Radian’s drawdown on an unsecured revolving credit facility in connection with the acquisition

 

 

200,000

 

(vii)

 

Adjustment to “Net deferred tax liability” to recognize the deferred tax impact of the portion of nonrecurring transaction costs to be paid by Radian not previously accrued in the historical financial statements presented ($3 million)

 

 

(3,046

)

(viii)

 

Adjustments to “Other liabilities:”
(a) to reflect the portion of nonrecurring transaction costs to be paid by Radian not previously accrued in the historical financial statements presented ($22 million)
offset by an adjustment
(b) to recognize the current tax impact of the portion of nonrecurring transaction costs to be paid by Radian not previously accrued in the historical financial statements presented ($2 million)

 

 

20,447

 

(ix)

 

Adjustments to “Common stock” and “Additional paid-in capital:”
(a) to eliminate Inigo Group’s historical equity ($720 million)
offset by adjustments
(b) to reflect Radian share consideration paid to effect the transaction ($21 million)
(c) to reflect the pre-combination value of share based awards issued to effect the transaction ($3 million)

 

 

(695,881

)

(x)

 

Adjustments to “Retained earnings” and “Accumulated other comprehensive income (loss):”
(a) to eliminate Inigo Group’s historical equity ($477 million)
(b) to reflect the portion of nonrecurring transaction costs, net of tax, to be paid by Radian not previously accrued in the historical financial statements presented ($17 million)

 

 

(494,501

)

 

13


Radian Group Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

 

Statement of operations and Earnings per share transaction adjustments

 

 

 

 

 

 

 

 

Increase (decrease)
for the year ended
December 31, 2025
(In thousands)

 

 

 

 

 

 

 

(xi)

 

Adjustment to “Net investment income” to reflect the impact on historical net investment income based on a 3.95% average annual yield on the investments sold to fund the cash consideration paid to effect the acquisition

 

$

(65,038

)

(xii)

 

Adjustment to “Provision for losses” to record the amortization of the value of business acquired attributable to unpaid loss and loss adjustment expense

 

 

(13,337

)

(xiii)

 

Adjustments to “Policy acquisition costs:”
(a) to record the amortization of the value of business acquired attributable to unearned premiums ($182 million)
offset by an adjustment
(b) to remove Inigo Group’s historical net DAC amortization ($78 million)

 

 

103,797

 

(xiv)

 

Adjustments to “Other operating expenses:”
(a) to reflect the portion of nonrecurring transaction costs to be paid by Radian not previously accrued in the historical financial statements presented ($22 million)
(b) to recognize post-combination share-based compensation expense related to replacement incentive awards granted to eligible Inigo Group employees, including related costs ($6 million). The remaining post-combination share-based compensation expense will be recognized in future periods.
offset by an adjustment
(c) to remove Inigo Group’s historical capitalized software amortization ($1 million)

 

 

27,008

 

(xv)

 

Adjustment to “Interest expense” to recognize interest expense at an annual interest rate of 4.92% on the drawdown of the unsecured revolving credit facility in connection with the acquisition

 

 

9,844

 

(xvi)

 

Adjustment to “Amortization of other acquired intangible assets” to recognize amortization expense on newly established intangible assets with finite estimated useful lives

 

 

23,347

 

(xvii)

 

Adjustment to “Income tax provision” to recognize income tax expense on the unaudited pro forma adjustments

 

 

(45,296

)

(xviii)

 

Adjustment to “Weighted average number of common shares outstanding—basic” to reflect the impact of Radian shares issued as consideration to effect the transaction

 

 

646

 

(xix)

 

Adjustments to “Weighted average number of common shares outstanding—basic” and “Weighted average number of common and common equivalent shares outstanding—diluted:”
(a) to reflect the impact of Radian shares issued as consideration to effect the transaction (646 thousand shares)
(b) to reflect the impact of Radian shares issued as post-combination share-based compensation related to long-term incentive grants to eligible Inigo employees (153 thousand shares)

 

 

799

 

 

Pro forma basic net income per share increased from $4.43 per share to $4.82 per share primarily due to a net $58 million increase in the numerator, reflecting Inigo’s net income and the effects of the transaction adjustments reflected in the pro forma statement of operations, offset by an increase in the denominator resulting from the issuance of 646 thousand Radian shares as consideration to effect the transaction.

Pro forma diluted net income per share increased from $4.39 per share to $4.77 per share primarily due to the same $58 million increase in the numerator attributable to Inigo’s net income and transaction adjustments, offset by an increase in the denominator as a result of the issuance of 646 thousand Radian shares as transaction consideration and 153 thousand Radian shares issued to eligible Inigo employees in connection with post-combination share-based compensation related to long-term incentive grants.

 

14