Form 4: Fitzgerald Norman Peter reports multiple insider transactions in NMIH

Rhea-AI Filing Summary

Fitzgerald Norman Peter reported multiple insider transaction types in a Form 4 filing for NMIH. The filing lists transactions totaling 51,269 shares. Following the reported transactions, holdings were 54,945 shares.

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^*

Fitzgerald Norman Peter

(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 Sales Officer

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		8,980(1)	A	$0	42,810	D
Common Shares, $0.01 par value per share	02/11/2026		A		27,212(2)	A	$0	70,022	D
Common Shares, $0.01 par value per share	02/11/2026		F		13,158(3)	D	$0	56,864	D
Common Shares, $0.01 par value per share	02/12/2026		F		1,919(4)	D	$0	54,945(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 37,813 common shares and 17,132 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 insider transactions did NMIH EVP Norman Peter Fitzgerald report?

Norman Peter Fitzgerald reported equity grants and tax-related share withholdings. He received 8,980 restricted stock units and 27,212 performance-based restricted stock units settled into common shares, while 13,158 and 1,919 shares were withheld to satisfy tax obligations connected to these vesting events.

What equity award did the NMIH EVP receive on February 11, 2026?

On February 11, 2026, the EVP received 8,980 restricted stock units under NMI Holdings’ 2014 Omnibus Incentive Plan. These units vest over three years, with 40% vesting on each of the first two anniversaries of the grant date and 20% on the third anniversary.

What are the 27,212 performance-based RSUs mentioned for NMIH EVP?

The 27,212 performance-based restricted stock units were granted on February 8, 2023, contingent on NMI Holdings meeting performance criteria. After the Compensation Committee certified attainment on February 11, 2026, these PRSUs vested at the end of the three-year period and were issued as common shares.

Why were 13,158 and 1,919 NMIH shares disposed of by the EVP?

The 13,158 and 1,919 common shares were not market sales but tax-withholding dispositions. NMI Holdings retained these shares to satisfy withholding taxes owed when previously granted performance-based and time-based restricted stock units vested in February 2026 at the applicable closing stock prices.

How many NMIH securities does the EVP hold after these transactions?

After the reported transactions, the EVP beneficially owned 54,945 securities directly. This total includes 37,813 common shares and 17,132 unvested restricted stock units, reflecting his ongoing equity stake and remaining unvested awards under NMI Holdings’ incentive compensation programs.

What is the vesting schedule for the new restricted stock units at NMIH?

The newly granted restricted stock units to the EVP vest over three years. They vest 40% on the first anniversary of the February 11, 2026 grant date, another 40% on the second anniversary, and the remaining 20% on the third anniversary, subject to continued service.