NMI Holdings, Inc.·4

Feb 13, 8:43 PM ET

Yousaf Mohammad Nawaz 4

4 · NMI Holdings, Inc. · Filed Feb 13, 2026

Research Summary

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NMIH EVP Yousaf Nawaz Receives Stock Awards

What Happened

  • Yousaf Mohammad Nawaz, EVP and Chief of Operations & Technology at NMI Holdings (NMIH), received stock awards and had shares withheld to cover taxes. On Feb 11, 2026 he was issued 27,212 vested performance-based RSUs (PRSUs) and granted 9,164 restricted stock units (RSUs) — total acquired 36,376 shares (awards recorded at $0.00). To satisfy withholding tax obligations, 10,708 shares were withheld on Feb 11 and an additional 1,595 shares were withheld on Feb 12 (total disposed: 12,303 shares). The awards were settled/issued rather than purchased.

Key Details

  • Transaction dates and types:
    • Feb 11, 2026: Award/Grant — 27,212 PRSUs vested; 9,164 RSUs granted (Transaction code A; $0.00 recorded).
    • Feb 11, 2026: Tax withholding — 10,708 shares withheld (code F).
    • Feb 12, 2026: Tax withholding — 1,595 shares withheld (code F).
  • Price: awards recorded at $0.00; withholding was performed via net settlement at the company’s closing share price on the relevant dates (per footnotes).
  • Shares owned after transactions: 37,213 common shares and 17,520 unvested RSUs (per filing).
  • Notable footnotes:
    • The 27,212 PRSUs were performance-based awards granted Feb 8, 2023 that vested after performance criteria were certified on Feb 11, 2026.
    • The new RSUs (9,164) vest 40% on each of the first two anniversaries and 20% on the third anniversary of the grant.
    • Withholdings were net settlements executed by the company to cover taxes on vested awards.
  • Filing: Form 4 filed Feb 13, 2026 reporting transactions on Feb 11–12, 2026 (filed within the usual 2‑business‑day window).

Context

  • These were company awards and vesting events, not open‑market purchases or sales by the insider. The PRSUs vested because pre-set performance goals were met; the company withheld shares to satisfy tax obligations (common practice). Such award/withholding transactions are routine compensation events and do not necessarily indicate the insider is buying or selling stock on belief about near-term share direction.

Insider Transaction Report

Form 4
Period: 2026-02-11
Yousaf Mohammad Nawaz
EVP, Chief of Ops and Tech
Transactions
  • Award

    Restricted Stock Unit (right to receive)

    [F1]
    2026-02-11+9,16439,824 total
  • Award

    Common Shares, $0.01 par value per share

    [F2]
    2026-02-11+27,21267,036 total
  • Tax Payment

    Common Shares, $0.01 par value per share

    [F3]
    2026-02-1110,70856,328 total
  • Tax Payment

    Common Shares, $0.01 par value per share

    [F4][F5]
    2026-02-121,59554,733 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 27,212 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 37,213 common shares and 17,520 unvested restricted stock units.
Signature
/s/ Augustin Joo, as Attorney-in-Fact|2026-02-13

Documents

1 file
  • 4
    wk-form4_1771033414.xmlPrimary

    FORM 4