Tax withholding on RSU vesting trims NMI Holdings (NMIH) CEO stake

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Form Type

Rhea-AI Filing Summary

NMI Holdings, Inc. Chief Executive Officer and director Adam Pollitzer reported share-withholding transactions related to vesting restricted stock units. On February 7, 2026, NMI Holdings withheld 16,665 common shares to cover withholding taxes on RSUs granted on February 7, 2024. On February 8, 2026, it withheld an additional 9,397 common shares tied to RSUs granted on February 8, 2023.

After these transactions, Pollitzer beneficially owned 303,403 common-share equivalents, consisting of 215,048 common shares and 88,355 unvested restricted stock units, all held directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Pollitzer Adam

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares, $0.01 par value per share	9,397	$0.00	--
Tax Withholding	Common Shares, $0.01 par value per share	16,665	$0.00	--

Holdings After Transaction: Common Shares, $0.01 par value per share — 303,403 shares (Direct)

Footnotes (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. 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. Represents 215,048 common shares and 88,355 unvested restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

02/10/2026 - 07:48 PM

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
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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^*

Pollitzer Adam

(Last)

(First)

(Middle)

C/O NMI HOLDINGS, INC.

2100 POWELL ST., 12TH FLOOR

(Street)

EMERYVILLE

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares, $0.01 par value per share	02/07/2026		F		16,665⁽¹⁾	D	$0	312,800	D
Common Shares, $0.01 par value per share	02/08/2026		F		9,397⁽²⁾	D	$0	303,403⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 215,048 common shares and 88,355 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).
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

FAQ

What did NMI Holdings (NMIH) CEO Adam Pollitzer report in this Form 4?

Adam Pollitzer reported share-withholding events connected to vesting restricted stock units. NMI Holdings withheld common shares on two February 2026 dates to satisfy tax obligations tied to prior RSU grants, while Pollitzer’s direct beneficial holdings remained over three hundred thousand common-share equivalents afterward.

How many NMI Holdings (NMIH) shares were withheld for taxes in February 2026?

NMI Holdings withheld a total of 26,062 common shares for taxes in February 2026. This included 16,665 shares on February 7, 2026 and 9,397 shares on February 8, 2026, all related to the vesting of previously granted restricted stock units to the CEO.

Which equity awards triggered the NMI Holdings (NMIH) tax-withholding transactions?

The tax-withholding events stemmed from restricted stock units granted on February 7, 2024 and February 8, 2023. Each grant vests 40% on the first and second anniversaries of the grant date and 20% on the third anniversary, creating multiple vesting and related tax events.

What is the vesting schedule for Adam Pollitzer’s NMI Holdings (NMIH) restricted stock units?

Each relevant restricted stock unit grant vests over three years. The shares vest 40% on the first anniversary of the grant date, another 40% on the second anniversary, and the remaining 20% on the third anniversary, leading to staged vesting and associated tax-withholding transactions.

How many NMI Holdings (NMIH) securities does Adam Pollitzer beneficially own after these transactions?

After the reported transactions, Adam Pollitzer beneficially owns 303,403 common-share equivalents. This consists of 215,048 NMI Holdings common shares and 88,355 unvested restricted stock units, all reported as directly owned, reflecting both current share ownership and outstanding equity awards.

What roles does Adam Pollitzer hold at NMI Holdings (NMIH)?

Adam Pollitzer is both a director and an officer of NMI Holdings, serving as Chief Executive Officer. These positions explain why he must report equity-related transactions, such as share-withholding events around restricted stock unit vesting, on Form 4 under Section 16 reporting requirements.