NMI Holdings (NMIH) EVP reports RSU tax-share withholding

Rhea-AI Filing Summary

NMI Holdings, Inc. reported an insider equity transaction for EVP and Chief Sales Officer Fitzgerald Norman Peter. On February 7, 2026, the company withheld 2,323 common shares and on February 8, 2026 it withheld 1,317 common shares to satisfy tax withholding obligations on previously granted restricted stock units.

These shares were withheld at a reported price of $0 per share, indicating no open-market sale. After the transactions, he directly beneficially owned 33,830 common shares, consisting of 21,711 common shares and 12,119 unvested restricted stock units subject to a 40%/40%/20% vesting schedule on the first, second and third anniversaries of the respective grant dates.

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^*

Fitzgerald Norman Peter

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2026

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	02/07/2026		F		2,323(1)	D	$0	35,147	D
Common Shares, $0.01 par value per share	02/08/2026		F		1,317(2)	D	$0	33,830(3)	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 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 7, 2024 at a net settlement price equal to the closing stock price on February 6, 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.

2. 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 8, 2023 at a net settlement price equal to the closing stock price on February 6, 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.

3. Represents 21,711 common shares and 12,119 unvested restricted stock units.

Remarks:

	/s/ Augustin Joo, as Attorney-in-Fact	02/10/2026
	** 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 insider activity did NMI Holdings (NMIH) report in this Form 4?

NMI Holdings reported share withholding transactions tied to restricted stock unit vesting for EVP and Chief Sales Officer Fitzgerald Norman Peter. The company withheld common shares to cover tax obligations, rather than executing open-market sales, reflecting routine equity compensation administration for the executive.

Who is the reporting person in the NMIH Form 4 filing?

The reporting person is Fitzgerald Norman Peter, Executive Vice President and Chief Sales Officer of NMI Holdings, Inc. He is listed as an officer, not a director or 10% owner, and the reported transactions involve his equity compensation in NMIH common shares and restricted stock units.

What transactions occurred on February 7 and 8, 2026 for NMIH stock?

On February 7, 2026, 2,323 NMI Holdings common shares were withheld. On February 8, 2026, a further 1,317 common shares were withheld. Both were coded “F,” indicating shares withheld to satisfy tax withholding obligations on vesting restricted stock units granted in 2023 and 2024.

How many NMIH shares does Fitzgerald Norman Peter beneficially own after these transactions?

Following the reported withholding transactions, Fitzgerald Norman Peter beneficially owns 33,830 NMI Holdings equity interests. This total comprises 21,711 common shares and 12,119 unvested restricted stock units, all held directly, according to the beneficial ownership details disclosed in the Form 4 footnotes.

What is the vesting schedule for the NMIH restricted stock units in this filing?

The restricted stock units vest over three years. For each grant, 40% of the shares vest on the first anniversary of the grant date, another 40% on the second anniversary, and the remaining 20% on the third anniversary, creating a staggered, time-based vesting structure.

Why were NMIH shares reported at a price of $0 in the Form 4?

The reported price of $0 per share reflects that the shares were withheld, not sold in the market. NMI Holdings retained 2,323 and 1,317 common shares to satisfy tax withholding obligations arising from restricted stock unit vesting, so there was no cash sale transaction reported.