Smith Robert Owen 4
4 · NMI Holdings, Inc. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
NMIH EVP Robert Owen Smith Receives RSU & PRSU Awards
What Happened
- Robert Owen Smith, EVP and Chief Risk Officer of NMI Holdings (NMIH), received equity awards: 13,196 restricted stock units (RSUs) granted on Feb 11, 2026 and 38,574 performance-based restricted stock units (PRSUs) that vested on Feb 11, 2026 after performance goals were certified. The grant/acquisition entries show $0.00 purchase price (typical for awarded equity).
- To satisfy withholding tax obligations, NMIH withheld a total of 22,608 shares: 19,627 shares withheld on Feb 11, 2026 related to the vested PRSUs, and 2,981 shares withheld on Feb 12, 2026 related to certain previously granted RSUs.
Key Details
- Transaction dates and types:
- Feb 11, 2026: Awarded 13,196 RSUs (Code A) and 38,574 vested PRSUs (Code A); 19,627 shares withheld for taxes (Code F).
- Feb 12, 2026: 2,981 shares withheld for taxes (Code F) related to earlier RSUs.
- Report filed: Form 4 filed Feb 13, 2026 (timely filing).
- Shares owned after transactions (per filing): 83,241 common shares and 25,140 unvested restricted stock units.
- Notable footnotes:
- PRSUs were originally granted Feb 8, 2023 and vested upon achievement of performance criteria certified Feb 11, 2026.
- The new RSUs vest 40% on each of the first and second anniversaries and 20% on the third anniversary of the Feb 11, 2026 grant.
- Withholdings were net settlements (shares retained by the company to cover taxes) based on closing prices on the relevant dates.
Context
- These transactions are awards and tax-withholdings, not open-market buys or sales — they reflect compensation and routine tax withholding rather than directional trading by the insider.
- Transaction codes: A = Award/Grant, F = Withholding/tax payment.
Insider Transaction Report
Form 4
Smith Robert Owen
EVP, Chief Risk Officer
Transactions
- Award
Restricted Stock Unit (right to receive)
[F1]2026-02-11+13,196→ 92,415 total - Award
Common Shares, $0.01 par value per share
[F2]2026-02-11+38,574→ 130,989 total - Tax Payment
Common Shares, $0.01 par value per share
[F3]2026-02-11−19,627→ 111,362 total - Tax Payment
Common Shares, $0.01 par value per share
[F4][F5]2026-02-12−2,981→ 108,381 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 38,574 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 83,241 common shares and 25,140 unvested restricted stock units.
Signature
/s/ Augustin Joo, as Attorney-in-Fact|2026-02-13