NMI Holdings (NMIH) CEO reports RSU grant, PRSU vesting and tax withholding

Rhea-AI Filing Summary

NMI Holdings CEO Adam Pollitzer reported equity award grants and related tax-withholding share dispositions. On February 11, 2026, he received 63,538 restricted stock units under the NMIH Amended and Restated 2014 Omnibus Incentive Plan that vest 40% on each of the first two anniversaries and 20% on the third.

Performance criteria for a prior February 8, 2023 performance-based RSU grant were certified as met on February 11, 2026, resulting in 184,664 common shares being issued. To cover withholding taxes, the company withheld 93,958 shares on February 11, 2026 and 14,674 shares on February 12, 2026, both reported as tax-withholding dispositions. Following these transactions, Pollitzer held 319,919 common shares and 123,054 unvested restricted stock units.

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^*

Pollitzer Adam

(Last) (First) (Middle)

C/O NMI HOLDINGS, INC.

2100 POWELL ST., 12TH FLOOR

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		63,538(1)	A	$0	366,941	D
Common Shares, $0.01 par value per share	02/11/2026		A		184,664(2)	D	$0	551,605	D
Common Shares, $0.01 par value per share	02/11/2026		F		93,958(3)	D	$0	457,647	D
Common Shares, $0.01 par value per share	02/12/2026		F		14,674(4)	D	$0	442,973(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 184,664 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 319,919 common shares and 123,054 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).
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FAQ

What did NMI Holdings (NMIH) CEO Adam Pollitzer report in this Form 4?

Adam Pollitzer reported new equity awards and related tax-withholding share dispositions. He received 63,538 restricted stock units, 184,664 performance-based shares were issued after goals were met, and shares were withheld to satisfy tax obligations tied to these vestings.

How many restricted stock units did the NMIH CEO receive in February 2026?

On February 11, 2026, the CEO received 63,538 restricted stock units. These units were granted under the NMIH Amended and Restated 2014 Omnibus Incentive Plan and vest 40% on each of the first two anniversaries of the grant date and 20% on the third.

What triggered the issuance of 184,664 NMIH common shares to the CEO?

The issuance of 184,664 common shares came from performance-based RSUs granted on February 8, 2023. The Compensation Committee certified that NMI Holdings met specified performance criteria on February 11, 2026, causing those PRSUs to vest and be settled in shares.

Why were 93,958 and 14,674 NMIH shares classified as dispositions in this filing?

The 93,958 and 14,674 share dispositions reflect tax-withholding transactions, not open-market sales. NMI Holdings withheld these shares to satisfy withholding taxes due upon vesting of performance-based and time-based restricted stock units on February 11 and 12, 2026.

What is Adam Pollitzer’s NMI Holdings ownership after these Form 4 transactions?

After the reported transactions, Adam Pollitzer beneficially owned 319,919 common shares and 123,054 unvested restricted stock units. This reflects his remaining direct equity stake and ongoing equity incentives following the grants, vestings, and associated tax-withholding share reductions.

How do the newly granted NMIH restricted stock units vest over time?

The 63,538 restricted stock units granted on February 11, 2026 vest over three years. They vest 40% on the first anniversary, 40% on the second anniversary, and the remaining 20% on the third anniversary of the grant date, subject to continued service conditions.