Form 4: Smith Robert Owen reports multiple insider transactions in NMIH

Rhea-AI Filing Summary

Smith Robert Owen reported multiple insider transaction types in a Form 4 filing for NMIH. The filing lists transactions totaling 74,378 shares. Following the reported transactions, holdings were 108,381 shares.

Insights

Equity compensation and governance analyst

Routine equity awards and tax-withholding; no open-market insider selling.

The disclosure shows equity compensation activity for NMI Holdings’ EVP and Chief Risk Officer, including new restricted stock units and the vesting of earlier performance-based units. All transactions occur at a reported price of $0 per share, reflecting grants and non-cash settlements.

Two Form 4 codes matter here. Code A indicates acquisition through grants and PRSU vesting, while code F marks tax-withholding dispositions used to satisfy withholding obligations. These F-code entries are not discretionary open-market sales, which limits their signaling value for investors.

Post-transaction, the executive’s direct holdings total 108,381 common shares, combining vested stock and 25,140 unvested restricted stock units. Overall, this looks like routine compensation and tax mechanics rather than a change in strategic stance by management.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Smith Robert Owen

Role EVP, Chief Risk Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares, $0.01 par value per share	2,981	$0.00	--
Grant/Award	Restricted Stock Unit (right to receive)	13,196	$0.00	--
Grant/Award	Common Shares, $0.01 par value per share	38,574	$0.00	--
Tax Withholding	Common Shares, $0.01 par value per share	19,627	$0.00	--

Holdings After Transaction: Common Shares, $0.01 par value per share — 108,381 shares (Direct); Restricted Stock Unit (right to receive) — 92,415 shares (Direct)

Footnotes (1)

1. Represents restricted stock units granted pursuant to the NMIH Amended and Restated 2014 Omnibus Incentive Plan on February 11, 2026. The restricted stock units vest 40% on each of the first and second anniversaries of the grant date and 20% on the third anniversary of the grant date. On February 8, 2023, the reporting person was granted performance-based restricted stock units (PRSUs) pursuant to the NMIH Amended and Restated 2014 Omnibus Incentive Plan. Each PRSU represents a contingent right to receive shares of NMIH's common shares upon settlement. The PRSUs vest at the end of the three-year period following the grant on the date that the Compensation Committee of the Board of Directors certifies attainment, based on NMIH's satisfaction of certain performance criteria. The performance criteria were met on February 11, 2026, resulting in the issuance of 38,574 vested PRSUs. Represents shares withheld by NMIH to satisfy withholding taxes due in connection with the vesting of the PRSUs granted to the reporting person on February 8, 2023 at a net settlement price equal to the closing stock price on February 11, 2026. Represents shares withheld by NMIH to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on February 12, 2025 at a net settlement price equal to the closing stock price on February 12, 2026. The shares underlying these restricted stock units vest 40% on each of the first and second anniversaries of the grant date and 20% on the third anniversary of the grant date. Represents 83,241 common shares and 25,140 unvested restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Smith Robert Owen

(Last) (First) (Middle)

C/O NMI HOLDINGS, INC.

2100 POWELL STREET, 12TH FL.

(Street)

EMERYVILLE CA 94608

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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

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

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

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
Restricted Stock Unit (right to receive)	02/11/2026		A		13,196(1)	A	$0	92,415	D
Common Shares, $0.01 par value per share	02/11/2026		A		38,574(2)	A	$0	130,989	D
Common Shares, $0.01 par value per share	02/11/2026		F		19,627(3)	D	$0	111,362	D
Common Shares, $0.01 par value per share	02/12/2026		F		2,981(4)	D	$0	108,381(5)	D

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

Explanation of Responses:

1. Represents restricted stock units granted pursuant to the NMIH Amended and Restated 2014 Omnibus Incentive Plan on February 11, 2026. The restricted stock units vest 40% on each of the first and second anniversaries of the grant date and 20% on the third anniversary of the grant date.

2. On February 8, 2023, the reporting person was granted performance-based restricted stock units (PRSUs) pursuant to the NMIH Amended and Restated 2014 Omnibus Incentive Plan. Each PRSU represents a contingent right to receive shares of NMIH's common shares upon settlement. The PRSUs vest at the end of the three-year period following the grant on the date that the Compensation Committee of the Board of Directors certifies attainment, based on NMIH's satisfaction of certain performance criteria. The performance criteria were met on February 11, 2026, resulting in the issuance of 38,574 vested PRSUs.

3. Represents shares withheld by NMIH to satisfy withholding taxes due in connection with the vesting of the PRSUs granted to the reporting person on February 8, 2023 at a net settlement price equal to the closing stock price on February 11, 2026.

4. Represents shares withheld by NMIH to satisfy withholding taxes due in connection with the vesting of certain restricted stock units granted to the reporting person on February 12, 2025 at a net settlement price equal to the closing stock price on February 12, 2026. The shares underlying these restricted stock units vest 40% on each of the first and second anniversaries of the grant date and 20% on the third anniversary of the grant date.

5. Represents 83,241 common shares and 25,140 unvested restricted stock units.

Remarks:

	/s/ Augustin Joo, as Attorney-in-Fact	02/13/2026
	** 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.

FAQ

What insider transactions did NMIH EVP Robert Owen Smith report?

He reported equity grants and tax-withholding dispositions, not open-market trades. On February 11, 2026 he received 13,196 restricted stock units and 38,574 common shares from a vested performance award, with shares withheld on February 11 and 12 to cover tax obligations.

How many NMIH shares did Robert Owen Smith acquire through awards?

He acquired 13,196 restricted stock units and 38,574 common shares. The restricted units stem from a February 11, 2026 grant, while the common shares result from performance-based units granted February 8, 2023 that vested after performance criteria were certified on February 11, 2026.

What do the Form 4 F-coded transactions mean for NMIH’s EVP?

The F-coded transactions are tax-withholding dispositions, not market sales. NMI Holdings withheld 19,627 shares on February 11, 2026 and 2,981 shares on February 12, 2026 to satisfy tax liabilities arising from vesting restricted and performance-based stock unit awards.

What is Robert Owen Smith’s NMIH share ownership after these transactions?

After the reported transactions, he directly holds 108,381 common shares. According to the footnotes, this total consists of 83,241 vested common shares and 25,140 unvested restricted stock units, reflecting both long-term ownership and ongoing equity-based compensation exposure.

How do the new NMIH restricted stock units for Robert Owen Smith vest?

The 13,196 restricted stock units granted February 11, 2026 vest over three years. Forty percent vest on the first anniversary, another 40% on the second anniversary, and the remaining 20% on the third anniversary, aligning incentives with multi-year company performance and retention.

What triggered the issuance of 38,574 NMIH common shares to the EVP?

The issuance came from performance-based restricted stock units granted on February 8, 2023. These vested after a three-year performance period, when the Compensation Committee certified NMI Holdings’ satisfaction of required performance criteria on February 11, 2026, resulting in 38,574 shares.