Pollitzer Adam 4
4 · NMI Holdings, Inc. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
NMIH CEO Adam Pollitzer Receives Equity Awards; Shares Withheld
What Happened
Adam Pollitzer, Chief Executive Officer of NMI Holdings, received equity awards and had shares withheld for taxes. On February 11, 2026 he was granted 63,538 restricted stock units (RSUs) and 184,664 performance-based RSUs (PRSUs) from a 2023 grant vested and settled. To satisfy withholding tax obligations, 93,958 shares were withheld on February 11 and an additional 14,674 shares were withheld on February 12, 2026. All grant/settlement transactions reported a $0.00 per-share acquisition price (non-cash compensation).
Key Details
- Transaction dates and types:
- 2026-02-11: Grant/acquisition (A) of 63,538 RSUs (new grant under Omnibus Plan).
- 2026-02-11: PRSUs from 02/08/2023 vested and were settled (184,664 shares issued).
- 2026-02-11: Tax withholding (F) — 93,958 shares withheld to cover taxes on the vested PRSUs.
- 2026-02-12: Tax withholding (F) — 14,674 shares withheld related to RSUs that vested from a 02/12/2025 grant.
- Shares owned after transactions (per filing): 319,919 common shares and 123,054 unvested restricted stock units.
- Notable footnotes:
- F1: New RSUs (2/11/2026 grant) vest 40% on each of years 1 and 2 and 20% on year 3.
- F2: PRSUs granted 2/8/2023 vested based on performance certification on 2/11/2026.
- F3/F4: Withholdings were net settlements at the closing stock price on the respective dates to satisfy tax liabilities.
- F5: Confirms total holdings shown above.
- Filing timeliness: Reported period 2026-02-11 and filed 2026-02-13 (filed promptly following vesting/settlement).
Context
- These transactions are compensation-related (awards and tax-withholdings), not open-market purchases or sales. The PRSU settlement and the withheld shares reflect a cashless/net settlement to cover tax obligations. Such routine grant/vesting filings disclose executive compensation events rather than direct bullish/bearish trading by the executive.
Insider Transaction Report
Form 4
Pollitzer Adam
DirectorChief Executive Officer
Transactions
- Award
Restricted Stock Unit (right to receive)
[F1]2026-02-11+63,538→ 366,941 total - Award
Common Shares, $0.01 par value per share
[F2]2026-02-11−184,664→ 551,605 total - Tax Payment
Common Shares, $0.01 par value per share
[F3]2026-02-11−93,958→ 457,647 total - Tax Payment
Common Shares, $0.01 par value per share
[F4][F5]2026-02-12−14,674→ 442,973 total
Footnotes (5)
- [F1]Represents restricted stock units granted pursuant to the NMIH Amended and Restated 2014 Omnibus Incentive Plan on February 11, 2026. The 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.
- [F2]On February 8, 2023, the reporting person was granted performance-based restricted stock units (PRSUs) pursuant to the NMIH Amended and Restated 2014 Omnibus Incentive Plan. Each PRSU represents a contingent right to receive shares of NMIH's common shares upon settlement. The PRSUs vest at the end of the three-year period following the grant on the date that the Compensation Committee of the Board of Directors certifies attainment, based on NMIH's satisfaction of certain performance criteria. The performance criteria were met on February 11, 2026, resulting in the issuance of 184,664 vested PRSUs.
- [F3]Represents shares withheld by NMIH to satisfy withholding taxes due in connection with the vesting of the PRSUs granted to the reporting person on February 8, 2023 at a net settlement price equal to the closing stock price on February 11, 2026.
- [F4]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 12, 2025 at a net settlement price equal to the closing stock price on February 12, 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.
- [F5]Represents 319,919 common shares and 123,054 unvested restricted stock units.
Signature
/s/ Augustin Joo, as Attorney-in-Fact|2026-02-13