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

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NMI Holdings, Inc. executive Aurora Swithenbank, EVP and Chief Financial Officer, reported equity compensation and related tax-withholding transactions in company stock. On February 11, 2026, she received a grant of 14,784 restricted stock units under the NMIH Amended and Restated 2014 Omnibus Incentive Plan, vesting 40% on each of the first two anniversaries of the grant date and 20% on the third anniversary.

To cover withholding taxes tied to previously granted restricted stock units, the company withheld 9,117 common shares on May 1, 2025, 2,916 common shares on May 8, 2025, and 3,363 common shares on February 12, 2026, each at a net settlement price equal to the applicable closing stock price. After these transactions, the filing states she beneficially owns 14,629 common shares and 59,824 unvested restricted stock units.

Positive

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Negative

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Insider Swithenbank Aurora
Role EVP, Chief Financial Officer
Type Security Shares Price Value
Tax Withholding Common Shares, $0.01 par value per share 3,363 $0.00 --
Grant/Award Restricted Stock Unit (right to receive) 14,784 $0.00 --
Tax Withholding Common Shares, $0.01 par value per share 2,916 $0.00 --
Tax Withholding Common Shares, $0.01 par value per share 9,117 $0.00 --
Holdings After Transaction: Common Shares, $0.01 par value per share — 74,453 shares (Direct); Restricted Stock Unit (right to receive) — 77,816 shares (Direct)
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 the closing stock price on May 1, 2025. The shares underlying these restricted stock units vest 40% on May 1, 2025, 40% on May 1, 2026 and 20% on May 1, 2027. 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 the closing stock price on May 8, 2025. 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. 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. 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. Represents 14,629 common shares and 59,824 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 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 Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2025
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 05/01/2025 F 9,117(1) D $0 65,948 D
Common Shares, $0.01 par value per share 05/08/2025 F 2,916(2) D $0 63,032 D
Restricted Stock Unit (right to receive) 02/11/2026 A 14,784(3) A $0 77,816 D
Common Shares, $0.01 par value per share 02/12/2026 F 3,363(4) D $0 74,453(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 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 the closing stock price on May 1, 2025. The shares underlying these restricted stock units vest 40% on May 1, 2025, 40% on May 1, 2026 and 20% on May 1, 2027.
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 May 8, 2024 at a net settlement price equal to the closing stock price on May 8, 2025. 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 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.
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 14,629 common shares and 59,824 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.

Source: View Original Filing on SEC EDGAR