NMI Holdings (NMIH) chair reports share withholdings for RSU tax obligations

Rhea-AI Filing Summary

NMI Holdings Executive Chairman Bradley M. Shuster reported routine share withholding transactions related to restricted stock unit vesting. On February 7, 2026, NMIH withheld 6,936 common shares to cover taxes on units granted February 7, 2024. On February 8, 2026, it withheld 6,961 shares tied to units granted February 8, 2023.

Both transactions were coded as tax-withholding (code F) at a share price of $0 because they were net settlements rather than market sales. After these transactions, Shuster holds 395,895 common shares directly, which includes 358,381 common shares and 37,514 unvested restricted stock units, plus 47,150 shares held indirectly through the Shuster Family Trust.

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^*

SHUSTER BRADLEY M

(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)

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

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		6,936(1)	D	$0	402,856	D
Common Shares, $0.01 par value per share	02/08/2026		F		6,961(2)	D	$0	395,895(3)	D
Common Shares, $0.01 par value per share								47,150	I	By Shuster Family Trust, of which Mr. Shuster and his wife are co-trustees and beneficiaries

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 restricted stock units vest in three equal annual installments beginning on February 7, 2025.

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 restricted stock units vest in three equal annual installments beginning on February 8, 2024.

3. Represents 358,381 common shares and 37,514 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).
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FAQ

What did NMI Holdings (NMIH) disclose in this Form 4 filing?

NMI Holdings disclosed that Executive Chairman Bradley M. Shuster had shares withheld to cover taxes on vesting restricted stock units. These were internal tax-withholding transactions, not open-market sales, and they adjusted his reported direct and indirect holdings in NMIH common shares.

How many NMIH shares were withheld for taxes from Bradley Shuster?

NMI Holdings withheld 6,936 shares on February 7, 2026 and 6,961 shares on February 8, 2026. Both transactions were coded as tax-withholding events related to previously granted restricted stock units, using a net settlement based on the February 6, 2026 closing stock price.

How many NMIH shares does Bradley Shuster own after these transactions?

After the reported transactions, Bradley Shuster directly holds 395,895 NMIH common shares. This figure comprises 358,381 common shares and 37,514 unvested restricted stock units. He also has indirect beneficial ownership of 47,150 additional shares held by the Shuster Family Trust.

Were Bradley Shuster’s NMIH transactions open-market sales or tax withholdings?

The transactions were tax withholdings, not open-market sales. Both are coded "F" and described as shares withheld by NMIH to satisfy withholding taxes due on vesting restricted stock units. The price per share is reported as $0.00 because they are internal net settlements.

What is the Shuster Family Trust’s role in Bradley Shuster’s NMIH holdings?

The Shuster Family Trust holds 47,150 NMIH common shares indirectly for Bradley Shuster. He and his wife serve as co-trustees and beneficiaries, so these shares are reported as indirect beneficial ownership separate from his directly held and restricted stock unit-related positions in the company.

Which restricted stock unit grants triggered these NMIH tax withholdings?

The February 7, 2026 withholding relates to restricted stock units granted on February 7, 2024, vesting in three annual installments from February 7, 2025. The February 8, 2026 withholding relates to units granted February 8, 2023, vesting in three annual installments beginning February 8, 2024.