NMI Holdings (NMIH) EVP reports RSU tax share withholdings on 3,041 common shares

Rhea-AI Filing Summary

NMI Holdings EVP Yousaf Mohammad Nawaz reported tax‑related share withholdings tied to restricted stock unit vesting. On February 7, 2026, NMI Holdings withheld 1,969 common shares, and on February 8, 2026, it withheld another 1,072 common shares to satisfy withholding taxes on prior RSU grants.

After these transactions, Nawaz beneficially owns 30,660 common shares, consisting of 18,252 common shares and 12,408 unvested restricted stock units, all held directly. The Form 4 shows these as company share withholdings rather than open‑market sales.

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^*

Yousaf Mohammad Nawaz

(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 of Ops and Tech

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		1,969(1)	D	$0	31,732	D
Common Shares, $0.01 par value per share	02/08/2026		F		1,072(2)	D	$0	30,660(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 18,252 common shares and 12,408 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 transaction did NMIH executive Yousaf Mohammad Nawaz report?

Yousaf Mohammad Nawaz reported company share withholdings to cover taxes on vesting restricted stock units. NMI Holdings withheld 1,969 shares on February 7, 2026 and 1,072 shares on February 8, 2026 instead of selling shares in the open market.

How many NMI Holdings (NMIH) shares were withheld for taxes in this Form 4?

The company withheld a total of 3,041 NMI Holdings common shares to satisfy tax withholding on RSU vesting. This included 1,969 shares from a February 7, 2024 grant and 1,072 shares from a February 8, 2023 grant, both settled using the February 6, 2026 closing price.

Does the NMIH Form 4 show an open-market sale by the executive?

The filing shows share withholdings for taxes, not open-market sales. Transaction code “F” indicates shares were retained by NMI Holdings to satisfy withholding obligations upon RSU vesting, rather than being sold by Yousaf Mohammad Nawaz on an exchange or through a broker.

How many NMIH securities does Yousaf Mohammad Nawaz beneficially own after these transactions?

After the reported transactions, Nawaz beneficially owns 30,660 NMI Holdings securities. Footnotes clarify this is made up of 18,252 common shares and 12,408 unvested restricted stock units, all reported as directly held following the tax-withholding share reductions.

What are the vesting terms of the NMIH restricted stock units in this filing?

The restricted stock units vest over three years: 40% on the first anniversary of the grant date, 40% on the second anniversary, and 20% on the third. These terms apply to the February 7, 2024 and February 8, 2023 RSU grants referenced in the footnotes.

How was the net settlement price determined for the NMIH RSU tax withholdings?

The net settlement price used for withholding shares was equal to NMI Holdings’ closing stock price on February 6, 2026. That price determined how many shares had to be withheld to meet the reporting person’s tax obligations when the restricted stock units vested.