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

Rhea-AI Filing Summary

NMI Holdings, Inc. Executive Chairman Bradley M. Shuster reported an option exercise and share sale. He exercised stock options for 55,000 common shares at an exercise price of $11.10 per share, then sold 55,000 common shares in open-market transactions at a weighted average price of $39.6295 per share.

Following these transactions, he held 415,411 common shares and unvested restricted stock units in total, including 308,130 common shares and 107,281 unvested restricted stock units, with direct ownership. He also reported indirect ownership of 47,150 common shares held by the Shuster Family Trust, where he and his wife serve as co-trustees and beneficiaries.

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^*

SHUSTER BRADLEY M

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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
Common Shares, $0.01 par value per share	02/18/2026		M		55,000	A	$11.1	470,411	D
Common Shares, $0.01 par value per share	02/18/2026		S		55,000	D	$39.6295(1)	415,411(2)	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	02/18/2026		M			55,000	(3)	02/09/2027	Common Shares, $0.01 par value per share	55,000	$0	275,788	D

Explanation of Responses:

1. The common stock was sold by the reporting person in a series of open market transactions at a weighted average sale price of $39.6295. The range of sale prices on the transaction date was $39.56 to $39.79. 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.

2. Represents 308,130 common shares and 107,281 unvested restricted stock units.

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

Remarks:

	/s/ Augustin Joo, as Attorney-in-Fact	02/18/2026
	** 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 transaction did NMI Holdings (NMIH) report for Bradley M. Shuster?

NMI Holdings reported that Executive Chairman Bradley M. Shuster exercised 55,000 stock options and sold 55,000 common shares. The sale occurred in open-market transactions at a weighted average price of $39.6295 per share, according to the Form 4 filing details.

At what prices did Bradley M. Shuster transact NMI Holdings (NMIH) shares?

Bradley M. Shuster exercised options at $11.10 per share and sold 55,000 common shares at a weighted average price of $39.6295. The sale price range on the transaction date was from $39.56 to $39.79 per share, based on the disclosed footnote.

How many NMI Holdings (NMIH) shares does Bradley M. Shuster own after this Form 4?

After the reported transactions, Bradley M. Shuster held a combined 415,411 common shares and unvested restricted stock units directly. This total includes 308,130 common shares and 107,281 unvested restricted stock units, plus 47,150 additional common shares held indirectly through the Shuster Family Trust.

What is the role of the Shuster Family Trust in NMI Holdings (NMIH) ownership?

The Shuster Family Trust holds 47,150 NMI Holdings common shares indirectly for Bradley M. Shuster. He and his wife serve as co-trustees and beneficiaries of the trust, which means the trust, rather than Shuster personally, is the direct holder of those particular shares.

Were Bradley M. Shuster’s NMI Holdings (NMIH) options fully vested before exercise?

Yes. A footnote states that the relevant stock option vested in full on February 9, 2020. This means all 55,000 underlying shares were fully exercisable when Shuster chose to exercise them, resulting in the acquisition of common shares reported in the Form 4.

How many NMI Holdings (NMIH) shares did Bradley M. Shuster sell in this Form 4?

Bradley M. Shuster sold 55,000 NMI Holdings common shares in a series of open-market transactions. These sales were executed at a weighted average price of $39.6295 per share, with individual trade prices ranging between $39.56 and $39.79 on the transaction date.