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

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

NMI Holdings, Inc. Executive Vice President and Chief Financial Officer Aurora Swithenbank reported a tax-related share disposition. On May 1, 2026, 9,135 common shares were withheld by NMI Holdings to cover withholding taxes due on the vesting of restricted stock units granted on May 8, 2024. This was a tax-withholding disposition, not an open‑market sale, and Swithenbank directly holds 65,318 common shares afterward, along with footnoted unvested restricted stock units that continue to vest over a three‑year schedule.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Swithenbank Aurora

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares, $0.01 par value per share	9,135	$0.00	--

Holdings After Transaction: Common Shares, $0.01 par value per share — 65,318 shares (Direct, null)

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 May 8, 2024 at a net settlement price equal to closing stock price on May 1, 2026. The shares underlying these restricted stock units vest 40% on each of the first and second anniversary of the grant date and 20% on the third anniversary of the grant date. Represents 23,447 common shares and 41,871 unvested restricted stock units.

Key Figures

Tax-withholding shares: 9,135 shares Shares held after transaction: 65,318 shares Common shares referenced: 23,447 shares +2 more

5 metrics

Tax-withholding shares 9,135 shares Shares withheld on May 1, 2026 to satisfy tax liability

Shares held after transaction 65,318 shares Direct common share holdings following tax-withholding disposition

Common shares referenced 23,447 shares Common shares noted in footnote alongside RSUs

Unvested RSUs 41,871 units Unvested restricted stock units held by the CFO

RSU vesting schedule 40%, 40%, 20% Vests over first, second, and third anniversaries of May 8, 2024 grant

Key Terms

restricted stock units, tax-withholding disposition, net settlement price

3 terms

restricted stock units financial

"vesting of certain restricted stock units granted to the reporting person on May 8, 2024"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

net settlement price financial

"at a net settlement price equal to closing stock price on May 1, 2026"

Form 4 Insider Transactions: What Each Field Means →

05/04/2026 - 06:36 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
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

CALIFORNIA

94608

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/01/2026		F		9,135⁽¹⁾	D	$0	65,318⁽²⁾	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 May 8, 2024 at a net settlement price equal to closing stock price on May 1, 2026. The shares underlying these restricted stock units vest 40% on each of the first and second anniversary of the grant date and 20% on the third anniversary of the grant date.

2. Represents 23,447 common shares and 41,871 unvested restricted stock units.

Remarks:

	/s/ Augustin Joo, as Attorney-in-Fact	05/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did NMI Holdings (NMIH) CFO Aurora Swithenbank report?

Aurora Swithenbank reported a tax-withholding disposition of 9,135 NMI Holdings common shares. These shares were withheld by the company to satisfy taxes due on vesting restricted stock units, rather than sold in the open market, making this a routine compensation-related event.

Was the NMI Holdings (NMIH) CFO’s Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. NMI Holdings withheld 9,135 shares to cover tax liabilities from vesting restricted stock units, so the CFO did not actively sell these shares on the market for cash proceeds.

How many NMI Holdings (NMIH) shares does the CFO hold after this transaction?

After the tax-withholding disposition, Aurora Swithenbank directly holds 65,318 NMI Holdings common shares. Footnotes also indicate additional unvested restricted stock units, which are separate equity awards that vest over time under the company’s compensation program.

What equity awards are vesting for the NMI Holdings (NMIH) CFO?

Footnotes state that restricted stock units granted on May 8, 2024 vest 40% on each of the first and second anniversaries, and 20% on the third anniversary. Taxes due on these vestings led NMI Holdings to withhold 9,135 shares from the CFO.

What total NMI Holdings (NMIH) equity is referenced for the CFO in this Form 4?

The filing notes 23,447 NMI Holdings common shares and 41,871 unvested restricted stock units tied to Aurora Swithenbank. The 9,135-share disposition reflects shares withheld for taxes on vesting, while the remaining equity continues as ownership and unvested awards.