NMI Holdings (NMIH) chair exercises options and sells 18,996 shares

Rhea-AI Filing Summary

NMI Holdings, Inc. Executive Chairman Bradley M. Shuster exercised stock options and sold a modest number of shares. He exercised options for 55,158 common shares at $11.10 per share, then had 36,162 shares withheld to cover the cashless exercise and related taxes.

Shuster later sold 18,996 common shares in open-market transactions at a weighted average price of $37.0544. After these moves, he directly holds 363,130 common shares and 52,281 unvested restricted stock units, plus 47,150 shares held 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)
03/18/2026

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	03/18/2026		M		55,158	A	$11.1	470,569	D
Common Shares, $0.01 par value per share	03/18/2026		F		36,162(1)	D	$0	434,407	D
Common Shares, $0.01 par value per share	03/19/2026		S		18,996	D	$37.0544(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	03/18/2026		M			55,158	(4)	02/09/2027	Common Shares, $0.01 par value per share	55,158	$0	55,156	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 18, 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 $37.0544. The range of sale prices on the transaction date was $36.8550 to $37.4000. 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	03/19/2026
	** 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 NMIH Executive Chairman Bradley Shuster report?

Bradley Shuster exercised options for 55,158 NMIH common shares at $11.10 and sold 18,996 shares in open-market trades. He also had 36,162 shares withheld to cover the cashless exercise and related tax obligations tied to the option exercise.

At what prices did Bradley Shuster exercise and sell NMIH shares?

Shuster exercised stock options at $11.10 per NMIH share and sold 18,996 common shares at a weighted average price of $37.0544. The sale occurred through multiple trades in a range from $36.8550 to $37.4000 per share.

How many NMIH shares does Bradley Shuster hold after these Form 4 transactions?

After the transactions, Shuster directly holds 363,130 NMIH common shares and 52,281 unvested restricted stock units. He also has an indirect interest in 47,150 common shares held by the Shuster Family Trust, where he and his wife serve as co-trustees and beneficiaries.

What was the purpose of the 36,162-share disposition reported by Bradley Shuster?

The 36,162-share disposition was for tax and exercise purposes, not a market sale. Those shares were withheld to satisfy the cashless exercise of options granted in 2017 and to cover withholding taxes associated with exercising those fully vested stock options.

Did Bradley Shuster retain any stock options in NMI Holdings after this filing?

The reported stock options for 55,158 NMIH shares were fully exercised, and no remaining derivative positions from that grant appear in this filing. The option, originally granted in February 2017 and vested by February 2020, was effectively converted into common shares.

What indirect ownership in NMIH does the Shuster Family Trust hold?

The Shuster Family Trust holds 47,150 NMIH common shares as an indirect position. Bradley Shuster and his wife act as co-trustees and beneficiaries of the trust, giving them an indirect economic interest in those shares in addition to his direct holdings and restricted stock units.