Smith Robert Owen 4

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.