NMI Holdings (NASDAQ: NMIH) CFO withholds 2,922 shares for RSU tax obligations

Rhea-AI Filing Summary

NMI Holdings, Inc. reported that EVP and Chief Financial Officer Aurora Swithenbank had 2,922 common shares withheld on May 8, 2026 to cover taxes due on vesting of previously granted restricted stock units. This was a tax-withholding disposition, not an open-market sale. After the transaction, she held 62,396 shares in total, consisting of 26,267 common shares and 36,129 unvested restricted stock units, so her overall equity stake in the company remains substantial.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Swithenbank Aurora

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares, $0.01 par value per share	2,922	$0.00	--

Holdings After Transaction: Common Shares, $0.01 par value per share — 62,396 shares (Direct, null)

Footnotes (1)

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 May 8, 2024 at a net settlement price equal to closing stock price on May 8, 2026. The shares underlying these restricted stock units vest 40% on each of the first and second anniversary of the grant date and 20% on the third anniversary of the grant date. Represents 26,267 common shares and 36,129 unvested restricted stock units.

Key Figures

Shares withheld for taxes: 2,922 shares Total equity-based units after transaction: 62,396 units Common shares held: 26,267 shares +1 more

4 metrics

Shares withheld for taxes 2,922 shares Withholding on RSU vesting on May 8, 2026

Total equity-based units after transaction 62,396 units Common shares plus unvested RSUs held by CFO after disposition

Common shares held 26,267 shares Portion of CFO’s holdings that are common shares

Unvested restricted stock units 36,129 RSUs Unvested RSUs remaining after the reported vesting event

Key Terms

restricted stock units, withholding taxes, net settlement price, unvested restricted stock units

4 terms

restricted stock units financial

"vesting of certain restricted stock units granted to the reporting person on May 8, 2024"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withholding taxes financial

"shares withheld by NMIH to satisfy withholding taxes due in connection with the vesting"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

net settlement price financial

"at a net settlement price equal to closing stock price on May 8, 2026"

unvested restricted stock units financial

"Represents 26,267 common shares and 36,129 unvested restricted stock units."

Form 4 Insider Transactions: What Each Field Means →

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^*

Swithenbank Aurora

(Last) (First) (Middle)

2100 POWELL ST., 12TH FLR

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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	05/08/2026		F		2,922(1)	D	$0	62,396(2)	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 May 8, 2024 at a net settlement price equal to closing stock price on May 8, 2026. The shares underlying these restricted stock units vest 40% on each of the first and second anniversary of the grant date and 20% on the third anniversary of the grant date.

2. Represents 26,267 common shares and 36,129 unvested restricted stock units.

Remarks:

	/s/ Augustin Joo, as Attorney-in-Fact	05/11/2026
	** 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 transaction did NMI Holdings (NMIH) report for its CFO?

NMI Holdings reported that CFO Aurora Swithenbank had 2,922 common shares withheld to pay withholding taxes on vesting restricted stock units. This was a non-market tax-withholding disposition, not an open-market share sale, and reflects routine equity compensation treatment.

Did the NMIH CFO sell shares on the open market in this Form 4?

No, the Form 4 shows no open-market sale. It reports 2,922 shares withheld by NMI Holdings to satisfy tax obligations when restricted stock units vested, a standard non-cash mechanism rather than a discretionary buy or sell decision in the open market.

How many NMI Holdings shares does the CFO hold after this transaction?

After the tax-withholding transaction, CFO Aurora Swithenbank holds 62,396 equity-based units in total, made up of 26,267 common shares and 36,129 unvested restricted stock units. This indicates she maintains a meaningful ongoing equity interest aligned with NMI Holdings’ future performance.

What triggered the share withholding for the NMIH CFO on May 8, 2026?

The withholding was triggered by vesting of restricted stock units granted on May 8, 2024. Those units vest 40% on each of the first and second anniversaries of the grant date and 20% on the third anniversary, creating tax obligations settled in shares.

What is the vesting schedule of the NMIH CFO’s restricted stock units?

The restricted stock units granted to the CFO on May 8, 2024 vest over three years: 40% on the first anniversary, 40% on the second anniversary, and the remaining 20% on the third anniversary, aligning compensation with multi-year performance and retention.