NMI Holdings (NMIH) chair exercises 55K options, sells 18.9K shares

Rhea-AI Filing Summary

NMI Holdings, Inc. Executive Chairman Bradley M. Shuster exercised stock options to acquire 55,156 common shares at an exercise price of $11.10 per share. As part of this cashless exercise, 36,203 shares were withheld to cover the exercise and related tax obligations, so these were not sold into the market.

Shuster then sold 18,953 common shares in open-market transactions at a weighted average price of $37.3467, with individual sales ranging from $36.8850 to $37.6100. After these transactions, he holds 415,411 shares directly, plus 47,150 shares indirectly through the Shuster Family Trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SHUSTER BRADLEY M

(Last) (First) (Middle)

C/O NMI HOLDINGS, INC.

2100 POWELL STREET 12TH FL.

(Street)

EMERYVILLE CALIFORNIA 94608

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NMI Holdings, Inc. [ NMIH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares, $0.01 par value per share	03/23/2026		M		55,156	A	$11.1	470,567	D
Common Shares, $0.01 par value per share	03/23/2026		F		36,203(1)	D	$0	434,364	D
Common Shares, $0.01 par value per share	03/24/2026		S		18,953	D	$37.3467(2)	415,411(3)	D
Common Shares, $0.01 par value per share								47,150	I	By Shuster Family Trust, of which Mr. Shuster and his wife are co-trustees and beneficiaries

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$11.1	03/23/2026		M			55,156	(4)	02/09/2027	Common Shares, $0.01 par value per share	55,156	$0	0	D

Explanation of Responses:

1. Represents shares withheld to satisfy the cashless exercise of certain options granted to the Reporting Person on February 9, 2017 at a net settlement price equal to the closing stock price on March 23, 2026, and withholding taxes due in connection with the exercise of such options. The option vested in full on February 9, 2020.

2. The common stock was sold by the Reporting Person in a series of open market transactions at a weighted average sale price of $37.3467. The range of sale prices on the transaction date was $36.8850 to $37.6100. The Reporting Person undertakes to provide, upon request by the SEC staff, NMIH or a security holder of NMIH, full information regarding the shares sold at each price.

3. Represents 363,130 common shares and 52,281 unvested restricted stock units.

4. The option vested in full on February 9, 2020.

Remarks:

	/s/ Augustin Joo, as Attorney-in-Fact	03/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did NMI Holdings (NMIH) report for Bradley Shuster?

Bradley M. Shuster exercised options for 55,156 NMI Holdings shares at $11.10 each and sold 18,953 shares in open-market trades. Additionally, 36,203 shares were withheld to cover the cashless exercise and related taxes rather than being sold into the market.

At what prices did Bradley Shuster sell NMIH shares in the latest Form 4?

Bradley Shuster sold 18,953 NMI Holdings shares at a weighted average price of $37.3467. The disclosed sale prices on the transaction date ranged from $36.8850 to $37.6100, reflecting a series of open-market transactions rather than a single block trade.

How many NMI Holdings shares does Bradley Shuster own after these transactions?

Following the reported transactions, Bradley Shuster directly holds 415,411 NMI Holdings common shares. In addition, a footnote states that 47,150 shares are held indirectly by the Shuster Family Trust, where he and his wife serve as co-trustees and beneficiaries.

Were any NMIH shares sold to cover taxes or option exercise costs?

Yes. The filing notes that 36,203 NMI Holdings shares were withheld in connection with a cashless option exercise. These shares satisfied the exercise price and related withholding taxes, meaning they were used for obligations rather than being sold in open-market transactions.

What details are disclosed about Bradley Shuster’s exercised NMIH stock options?

Shuster exercised stock options covering 55,156 NMI Holdings shares with an exercise price of $11.10 per share. A related footnote explains the options were originally granted on February 9, 2017 and had vested in full by February 9, 2020 before this exercise.

What portion of Bradley Shuster’s NMIH holdings consists of unvested restricted stock units?

A footnote explains that his direct position includes 363,130 NMI Holdings common shares and 52,281 unvested restricted stock units. These unvested units represent additional potential future shares, separate from the common stock acquired through the reported stock option exercise.