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

Rhea-AI Filing Summary

NMI Holdings EVP and Chief Risk Officer Robert Owen Smith reported routine share withholding related to restricted stock unit vesting. On February 7, 2026, 3,383 common shares were withheld to cover taxes for units granted February 7, 2024. On February 8, 2026, 1,964 common shares were withheld to cover taxes for units granted February 8, 2023. After these transactions, he beneficially owned 79,219 common-share equivalents, consisting of 61,417 common shares and 17,802 unvested restricted stock units.

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^*

Smith Robert Owen

(Last) (First) (Middle)

C/O NMI HOLDINGS, INC.

2100 POWELL STREET, 12TH FL.

(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 Risk 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares, $0.01 par value per share	02/07/2026		F		3,383(1)	D	$0	81,183	D
Common Shares, $0.01 par value per share	02/08/2026		F		1,964(2)	D	$0	79,219(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)
				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 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 61,417 common shares and 17,802 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.

FAQ

What insider transaction did NMIH executive Robert Owen Smith report?

Robert Owen Smith reported tax-related share withholding tied to restricted stock unit vesting. NMI Holdings withheld 3,383 common shares on February 7, 2026 and 1,964 common shares on February 8, 2026 to satisfy withholding taxes on prior RSU grants.

Were NMIH shares actually sold in the market in this Form 4 filing?

The Form 4 shows shares withheld by NMI Holdings, not open-market sales. The company retained 3,383 and 1,964 common shares to cover income tax obligations arising from vesting restricted stock units granted in 2023 and 2024 to the reporting executive.

How many NMI Holdings (NMIH) shares does the executive own after this transaction?

After the reported withholding transactions, the executive beneficially owned 79,219 common-share equivalents. This total consists of 61,417 NMI Holdings common shares plus 17,802 unvested restricted stock units that may convert into additional shares as vesting conditions are met over time.

What is the vesting schedule for the NMIH restricted stock units mentioned?

The restricted stock units vest over three years on a 40/40/20 schedule. For each grant, 40% of the units vest on the first anniversary, another 40% on the second anniversary, and the remaining 20% on the third anniversary of the original grant date specified in the filing.

Why is the transaction price shown as $0.00 in the NMIH Form 4?

The transaction price is $0.00 because the shares were withheld by NMI Holdings to satisfy tax obligations, not sold for cash. The net settlement price references the closing stock price on February 6, 2026, which the company used to calculate the number of shares to retain.

Which NMIH RSU grants are affected by the reported tax withholding?

The withholding relates to restricted stock units granted on February 7, 2024 and February 8, 2023. As these RSUs reached their scheduled vesting dates, NMI Holdings retained 3,383 and 1,964 common shares, respectively, to cover the associated income tax withholding for the executive.