Registration No. 333-________
As filed with the United States Securities and Exchange Commission on May 2, 2025

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
__________________________________
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MGIC Investment Corporation
(Exact name of registrant as specified in its charter)
Wisconsin39-1486475
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

250 E. Kilbourn Avenue
Milwaukee, Wisconsin 53202
(Address, including zip code, of registrant’s principal executive offices)

MGIC Investment Corporation 2025 Omnibus Incentive Plan
(Full title of the plan)

Paula C. Maggio
Executive Vice President, General Counsel and Secretary
MGIC Investment Corporation
250 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
(414) 347-2437
(Name, address and telephone number, including area code, of agent for service)
__________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
X
Accelerated filer ☐
Non-accelerated filer
☐ (Do not check if a smaller reporting company)
Smaller reporting company ☐
Emerging growth company ☐
1


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting Part I of this Registration Statement will be sent or given to participants in the MGIC Investment Corporation 2025 Omnibus Incentive Plan as provided by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.    Incorporation of Documents by Reference.
The following documents filed by MGIC Investment Corporation (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and deemed to be a part hereof:
1.    The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 26, 2025.
2.    The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the Commission on April 30, 2025.
3.     The Registrant’s Current Reports on Form 8-K filed with the Commission on February 11, 2025 and April 25, 2025.
4.     The description of the Registrant’s Common Stock contained in Item 1 of the Registrant’s Registration Statement on Form 8-A, dated July 25, 1991, filed with the Commission pursuant to Section 12 of the Exchange Act, as updated by the Description of the Registrant’s Securities filed as Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and any amendments or reports filed for the purpose of updating such description.
5.     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold.
A statement contained in any incorporated document shall be modified or superseded for the purposes of this Registration Statement if it is modified or superseded by a document which is also incorporated in this Registration Statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4.    Description of Securities.
Not applicable.


Item 5.    Interests of Named Experts and Counsel.
Not applicable.
Item 6.    Indemnification of Directors and Officers.
    Pursuant to the Wisconsin Business Corporation Law and the Registrant’s Amended and Restated Bylaws, each director or officer of the Registrant is entitled to mandatory indemnification from the Registrant against certain liabilities and expenses (1) to the extent such officer or director is successful in the defense of a proceeding and (2) in proceedings in which the director or officer is not successful in defense thereof unless (in the latter case only) it is determined that the director or officer breached or failed to perform his or her duties to the Registrant and such breach or failure constituted: (a) a willful failure to deal fairly with the Registrant or its shareholders in connection with a matter in which the director or officer had a material conflict of interest; (b) a violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (c) a transaction from which the director or officer derived an improper personal profit; or (d) willful misconduct. A director or officer is also entitled to indemnification and advancement of expenses incurred while acting as a witness in a proceeding because he or she is a director or officer of the Registrant (until the director is a party, or is threatened to be made a party, to the proceeding). The Wisconsin Business Corporation Law specifically states that it is the public policy of Wisconsin to require or permit indemnification, allowance of expenses and insurance in connection with a proceeding involving securities regulation, as described therein, to the extent required or permitted as described above. Additionally, under the Wisconsin Business Corporation Law, directors of the Registrant are not subject to personal liability to the Registrant, its shareholders or any person asserting rights on behalf thereof for certain breaches or failures to perform any duty resulting solely from their status as directors except in circumstances paralleling those in subparagraphs (a) through (d) outlined above.    
    Expenses for the defense of any action for which indemnification may be available may be advanced by the Registrant under certain circumstances.
    The indemnification provided by the Wisconsin Business Corporation Law and the Registrant’s Amended and Restated Bylaws is not exclusive of any other rights to which a director or officer may be entitled. The Registrant also maintains a liability insurance policy for its directors and officers as permitted by Wisconsin law which may extend to, among other things, liability arising under the Securities Act of 1933.
Item 7.    Exemption from Registration Claimed.
Not applicable.
Item 8.     Exhibits.
The following exhibits, as required by Item 601 of Regulation S-K, are attached or incorporated by reference, as indicated below.


Exhibit NumberExhibit Description
Articles of Incorporation, as amended [Incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on August 8, 2013]
Amended and Restated Bylaws, as amended [Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on January 27, 2023]
MGIC Investment Corporation 2025 Omnibus Incentive Plan. [Incorporated by reference to Appendix C to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on March 21, 2025]
(5)*
Opinion of Foley & Lardner LLP.
 
Consent of PricewaterhouseCoopers LLP.
 
(23.2)*
Consent of Foley & Lardner LLP (contained in Exhibit (5)).
 
Powers of Attorney (included on the signature page to this Registration Statement).
Filing Fee Table.

*Filed herewith

Item 9.     Undertakings.
(a)The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of Securities Act if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;


provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, May 2, 2025.
MGIC INVESTMENT CORPORATION
    By:     s/Nathaniel H. Colson
    Nathaniel H. Colson
    Executive Vice President, Chief Financial Officer
Each person whose individual signature appears below hereby authorizes and appoints Timothy J. Mattke, Nathaniel H. Colson and Paula C. Maggio, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead to execute in the name and on behalf of each person, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on May 2, 2025.
Signature
Title

 
s/Timothy J. Mattke    
Chief Executive Officer and Director
Timothy J. Mattke
(Principal Executive Officer)


s/Nathaniel H. Colson    
Executive Vice President, Chief Financial Officer
Nathaniel H. Colson

(Principal Financial Officer)

s/Julie K. Sperber    
Julie K. Sperber
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)

s/Analisa M. Allen    
Director
Analisa M. Allen

S-1


Signature
Title

s/C. Edward Chaplin    
Director
C. Edward Chaplin


s/Curt S. Culver    
Director
Curt S. Culver


s/Jay C. Hartzell    
Director
Jay C. Hartzell


s/Jodeen A. Kozlak    
Director
Jodeen A. Kozlak


s/Teresita M. Lowman    
Director
Teresita M. Lowman


s/Sheryl L. Sculley    
Director
Sheryl L. Sculley
s/Michael L. Thompson    
Director
Michael L. Thompson
s/Mark M. Zandi    
Director
Mark M. Zandi

S-2


0000876437EX-FILING FEESsharesiso4217:USDxbrli:pure00008764372025-05-022025-05-02000087643712025-05-022025-05-02

Exhibit 107
Calculation of Filing Fee Table
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________
MGIC INVESTMENT CORPORATION
(Exact name of Registrant as specified in its charter)
Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per Unit(2)
Maximum Aggregate Offering Price(2)
Fee RateAmount of Registration Fee
EquityCommon stock, par value $1.00 per shareOther
8,440,000(3)
$24.39(2)
$205,851,600(2)
0.00015310$31,516
Total Offering Amounts-$205,851,600-$31,516
Total Fee Offsets----
Net Fee Due---$31,516

(1)    Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock of MGIC Investment Corporation (the “Registrant”) that become issuable under the MGIC Investment Corporation 2025 Omnibus Incentive Plan (the “Plan”) in accordance with the adjustment and anti-dilution provisions of the Plan.
(2)    Estimated in accordance with Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee based on a per share price of $24.39, the average of the high and low price per share of the Registrant’s common stock on the “when-issued” trading market as reported on the New York Stock Exchange on April 25, 2025.
(3)    Represents 8,440,000 shares of the Registrant’s common stock issuable under the Plan.



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ATTORNEYS AT LAW
777 EAST WISCONSIN AVENUE
MILWAUKEE, WI 53202-5306
414.271.2400 TEL
414.297.4900 FAX
WWW.FOLEY.COM

CLIENT/MATTER NUMBER
052406-0102

Exhibit 5

May 2, 2025

MGIC Investment Corporation
250 East Kilbourn Avenue
Milwaukee, WI 53202
Ladies and Gentlemen:
We have acted as counsel for MGIC Investment Corporation, a Wisconsin corporation (the “Company”), in conjunction with the preparation of a registration statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to 8,440,000 shares of the Company’s common stock, $1.00 par value per share (the “Shares”), that may be issued pursuant to the MGIC Investment Corporation 2025 Omnibus Incentive Plan (the “Plan”).
In connection with our representation, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Plan; (ii) the Registration Statement; (iii) the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of the Company, each as amended to date and currently in effect; (iv) resolutions of the Board of Directors of the Company relating to the Plan and the issuance of securities thereunder; and (v) such other documents and records as we have deemed necessary to enable us to render this opinion. In all such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates, and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. We have, among other things, relied upon certificates of public officials and, as to various factual matters, certificates of officers of the Company.
Based upon and subject to the foregoing, and assuming that (a) the Registration Statement and any amendments thereto will be effective and will comply with all applicable laws at the time the Shares are offered or issued as contemplated by the Registration Statement; and (b) all Shares will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement, we are of the opinion that the Shares covered by the Registration Statement, when issued and paid for pursuant to the terms and conditions of the Plan, and as contemplated in the Registration Statement, will be validly issued, fully paid and nonassessable.



AUSTIN
BOSTON
CHICAGO
DALLAS
DENVER
DETROIT
HOUSTON
JACKSONVILLE
LOS ANGELES
MADISON
MEXICO CITY
MIAMI
MILWAUKEE
NEW YORK
ORLANDO
SACRAMENTO
SAN DIEGO
SAN FRANCISCO
SILICON VALLEY
TALLAHASSEE
TAMPA
WASHINGTON, D.C.
BRUSSELS
TOKYO

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MGIC Investment Corporation
May 2, 2025
Page 2
We are qualified to practice law in the State of Wisconsin and we do not purport to be experts on the law other than that of the State of Wisconsin and the federal laws of the United States of America. We express no opinion as to the laws of any jurisdiction other than the State of Wisconsin and the federal laws of the United States.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,



/s/Foley & Lardner LLP


Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of MGIC Investment Corporation of our report dated February 26, 2025 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in MGIC Investment Corporation's Annual Report on Form 10-K for the year ended December 31, 2024.
/s/ PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
May 2, 2025
1


v3.25.1
Submission
May 02, 2025
Submission [Line Items]  
Central Index Key 0000876437
Registrant Name MGIC INVESTMENT CORPORATION
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.1
Offerings - Offering: 1
May 02, 2025
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common stock, par value $1.00 per share
Amount Registered | shares 8,440,000
Proposed Maximum Offering Price per Unit 24.39
Maximum Aggregate Offering Price $ 205,851,600
Fee Rate 0.01531%
Amount of Registration Fee $ 31,516
Offering Note Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock of MGIC Investment Corporation (the “Registrant”) that become issuable under the MGIC Investment Corporation 2025 Omnibus Incentive Plan (the “Plan”) in accordance with the adjustment and anti-dilution provisions of the Plan.Estimated in accordance with Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee based on a per share price of $24.39, the average of the high and low price per share of the Registrant’s common stock on the “when-issued” trading market as reported on the New York Stock Exchange on April 25, 2025. Represents 8,440,000 shares of the Registrant’s common stock issuable under the Plan.
v3.25.1
Fees Summary
May 02, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 205,851,600
Total Fee Amount 31,516
Total Offset Amount 0
Net Fee $ 31,516
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