Leatherberry William J 4

What Happened
William J. Leatherberry, Chief Administrative Officer & General Counsel of NMI Holdings, received equity awards and had shares withheld for taxes. On Feb 11, 2026, 50,496 performance-based restricted stock units (PRSUs) vested (granted Feb 8, 2023) and 18,233 restricted stock units (RSUs) were granted (Feb 11, 2026). To satisfy tax withholding, 25,693 shares were withheld on Feb 11, 2026 in connection with the vested PRSUs and 4,005 shares were withheld on Feb 12, 2026 in connection with previously granted RSUs. All award acquisitions are reported at $0 acquisition price (awards), and the withheld shares are reported as dispositions (tax withholding).

Key Details

• Transaction dates and types:
  • 2026-02-11: Award/Grant — 18,233 RSUs (A) @ $0.00 (acquired)
  • 2026-02-11: Vesting/Issuance — 50,496 PRSUs (A) @ $0.00 (issued upon certification)
  • 2026-02-11: Tax withholding — 25,693 shares (F) @ $0.00 (disposed to cover taxes on PRSUs)
  • 2026-02-12: Tax withholding — 4,005 shares (F) @ $0.00 (disposed to cover taxes on RSUs)
• Shares owned after transaction: 129,801 common shares and 34,433 unvested restricted stock units (per filing footnote).
• Notable footnotes:
  • PRSUs were granted Feb 8, 2023 and vested on Feb 11, 2026 after performance criteria were met.
  • Newly granted RSUs (Feb 11, 2026) vest 40%/40%/20% over three years.
  • Withholdings were net settlements (shares withheld to satisfy tax liabilities at the closing price on the respective settlement dates).
• Filing timeliness: Form 4 filed Feb 13, 2026 reporting transactions on Feb 11–12, 2026 (filed within the standard reporting window).

Context: These were award issuances and tax-withholding disposals — not open-market buys or voluntary sales. The PRSU activity reflects performance-based vesting; the withheld dispositions are routine tax-related net settlements and do not necessarily indicate a change in the insider’s market view.