[Form 4] NMI Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nicholas Daniel Realmuto, Vice President, Controller of NMI Holdings, Inc. (NMIH), reported two transactions in September 2025. On 09/13/2025 301 shares were withheld to satisfy taxes upon the vesting of restricted stock units originally granted on 09/13/2023, leaving 7,607 shares beneficially owned. On 09/16/2025 the reporting person sold 291 shares in an open market transaction at $38.52 per share, reducing beneficial ownership to 7,316 unvested restricted stock units. No derivative securities were reported.

Insights

Financial Analyst

TL;DR: Insider sold a small number of shares to cover taxes after RSU vesting; transaction appears routine and not materially transformative.

The Form 4 shows a tax-withholding disposition of 301 shares tied to RSU vesting and a subsequent open-market sale of 291 shares at $38.52 each. The remaining position is noted as 7,316 unvested RSUs. These actions are typical for executive compensation settlement and do not indicate issuance of new equity or option exercises. For investors, the changes reduce the reporting person’s direct share count modestly but do not reflect a large-scale divestiture or change in control.

Corporate Governance Expert

TL;DR: Filing is a standard, properly executed Section 16 disclosure showing tax withholding and a routine open-market sale.

The filing identifies the reporting person as an officer and provides clear explanations for the withhold-to-cover of RSUs and the open-market sale, with transaction codes and prices disclosed. Signatures and attorney-in-fact filing are present. There are no indicated amendments, derivative transactions, or scheduled trades disclosed here, suggesting ordinary compensation-related activity rather than governance concerns.

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).

1. Name and Address of Reporting Person^*

Realmuto Nicholas Daniel

(Last) (First) (Middle)

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)
	VP, Controller

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2025

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	09/13/2025		F		301(1)	D	$0	7,607	D
Common Shares, $0.01 par value per share	09/16/2025		S		291	D	$38.52(2)	7,316(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 September 13, 2023 at a net settlement price equal to the closing stock price on September 12, 2025.

2. The common stock was sold by the reporting person in an open market transaction on the transaction date at a sale price of $38.52.

3. Represents 7,316 unvested restricted stock units.

Remarks:

	/s/ Augustin Joo, as Attorney-in-Fact	09/16/2025
	** 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 transactions did NMIH insider Nicholas Realmuto report on the Form 4?

Two transactions: 301 shares were withheld to satisfy taxes upon RSU vesting (09/13/2025) and 291 shares were sold in the open market at $38.52 per share (09/16/2025).

Why were 301 shares disposed of on 09/13/2025?

They were withheld to satisfy withholding taxes due when restricted stock units granted on 09/13/2023 vested, settled at the net settlement price equal to the closing stock price on 09/12/2025.

How many shares does the reporting person own after these transactions?

7,316 unvested restricted stock units are reported as beneficially owned following the 09/16/2025 sale.

At what price were the sold shares executed?

$38.52 per share in an open market transaction on 09/16/2025.

Does the Form 4 report any derivative securities or option exercises?

No. Table II contains no entries; only non-derivative securities (common shares/RSUs) are reported.