NMI Holdings (NMIH) EVP granted RSUs as 27,212 PRSUs vest

Rhea-AI Filing Summary

NMI Holdings EVP Yousaf Mohammad Nawaz reported equity compensation and related tax-withholding transactions. On February 11, 2026, he acquired 9,164 restricted stock units (RSUs) under the NMIH Amended and Restated 2014 Omnibus Incentive Plan, vesting 40% on each of the first two anniversaries and 20% on the third.

Also on February 11, 2026, performance criteria for PRSUs granted on February 8, 2023 were certified, resulting in the issuance of 27,212 common shares. To cover tax withholding tied to these vestings, 10,708 common shares were disposed of on February 11, 2026 and 1,595 common shares on February 12, 2026 through tax-withholding dispositions. After these transactions, he beneficially owned 54,733 common shares, consisting of 37,213 common shares and 17,520 unvested RSUs.

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)
02/11/2026

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
Restricted Stock Unit (right to receive)	02/11/2026		A		9,164(1)	A	$0	39,824	D
Common Shares, $0.01 par value per share	02/11/2026		A		27,212(2)	A	$0	67,036	D
Common Shares, $0.01 par value per share	02/11/2026		F		10,708(3)	D	$0	56,328	D
Common Shares, $0.01 par value per share	02/12/2026		F		1,595(4)	D	$0	54,733(5)	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 restricted stock units granted pursuant to the NMIH Amended and Restated 2014 Omnibus Incentive Plan on February 11, 2026. The 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. On February 8, 2023, the reporting person was granted performance-based restricted stock units (PRSUs) pursuant to the NMIH Amended and Restated 2014 Omnibus Incentive Plan. Each PRSU represents a contingent right to receive shares of NMIH's common shares upon settlement. The PRSUs vest at the end of the three-year period following the grant on the date that the Compensation Committee of the Board of Directors certifies attainment, based on NMIH's satisfaction of certain performance criteria. The performance criteria were met on February 11, 2026, resulting in the issuance of 27,212 vested PRSUs.

3. Represents shares withheld by NMIH to satisfy withholding taxes due in connection with the vesting of the PRSUs granted to the reporting person on February 8, 2023 at a net settlement price equal to the closing stock price on February 11, 2026.

4. 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 12, 2025 at a net settlement price equal to the closing stock price on February 12, 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.

5. Represents 37,213 common shares and 17,520 unvested restricted stock units.

Remarks:

	/s/ Augustin Joo, as Attorney-in-Fact	02/13/2026
	** 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.

FAQ

What did NMIH executive Yousaf Mohammad Nawaz report on this Form 4?

He reported equity awards and related tax-withholding dispositions. This included new restricted stock units, vesting of prior performance-based RSUs, and shares withheld to cover tax obligations, all under NMI Holdings’ Amended and Restated 2014 Omnibus Incentive Plan.

How many new restricted stock units did NMIH grant to Yousaf Mohammad Nawaz?

He received 9,164 restricted stock units on February 11, 2026. These RSUs vest 40% on the first and second anniversaries of the grant date and 20% on the third anniversary, aligning compensation with continued service over three years.

What performance-based RSUs vested for NMIH EVP Yousaf Mohammad Nawaz?

Performance-based RSUs granted on February 8, 2023 vested after performance criteria were met on February 11, 2026. This resulted in the issuance of 27,212 common shares, reflecting NMI Holdings’ Compensation Committee’s certification of the required performance goals.

Why did Yousaf Mohammad Nawaz dispose of NMIH shares in these transactions?

He disposed of shares solely through tax-withholding transactions. NMI Holdings withheld 10,708 shares on February 11, 2026 and 1,595 shares on February 12, 2026 to satisfy withholding taxes due upon vesting of PRSUs and other restricted stock units.

How many NMIH shares does Yousaf Mohammad Nawaz beneficially own after these Form 4 transactions?

After the reported transactions, he beneficially owns 54,733 common shares. This total consists of 37,213 common shares plus 17,520 unvested restricted stock units, reflecting both currently owned and unvested equity awards tied to NMI Holdings stock.

What is the vesting schedule for Yousaf Mohammad Nawaz’s new NMIH restricted stock units?

The 9,164 restricted stock units granted on February 11, 2026 vest over three years. Vesting occurs 40% on the first anniversary, 40% on the second anniversary, and 20% on the third anniversary of the grant date, encouraging medium-term retention.