Fitzgerald Norman Peter 4
4 · NMI Holdings, Inc. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
NMIH EVP Norman Fitzgerald Receives Stock Awards
What Happened Norman Peter Fitzgerald, EVP & Chief Sales Officer of NMI Holdings (NMIH), received awards on Feb 11, 2026: 27,212 performance-based restricted stock units (PRSUs) vested and 8,980 restricted stock units (RSUs) were granted. The PRSU vesting resulted in the issuance of shares (code A) at $0.00 (award), and the company withheld 13,158 shares to satisfy withholding taxes (code F). Separately, 1,919 shares were withheld on Feb 12, 2026 to cover taxes related to RSUs that vested from a Feb 12, 2025 grant. All awards/vestings are reported as $0.00 acquisitions because they are compensation-based grants/settlements, not open-market purchases.
Key Details
- Transaction dates: Feb 11, 2026 (award/vesting) and Feb 12, 2026 (tax withholding for a prior RSU vesting). Form 4 filed Feb 13, 2026 (timely).
- Awards/vestings: 27,212 PRSUs vested (performance criteria certified 2/11/2026) and 8,980 RSUs granted on 2/11/2026.
- Tax withholding (disposals): 13,158 shares withheld related to the vested PRSUs (net settlement at close on 2/11/2026) and 1,919 shares withheld related to RSUs vesting from 2/12/2025 (net settlement at close on 2/12/2026), total withheld = 15,077 shares.
- Shares owned after transactions: 37,813 common shares and 17,132 unvested restricted stock units (per filing).
- Footnotes of note:
- F1: New RSUs (2/11/2026) vest 40% / 40% / 20% over three years.
- F2: PRSUs granted 2/8/2023 vested in full upon meeting performance criteria on 2/11/2026.
- F3/F4: Withheld shares reflect net settlement at the closing price on the applicable date.
- Transaction codes: A = Award/Grant, F = Tax withholding (disposal). This was not an open-market sale.
Context
- This filing primarily reports compensation-related vesting and a new RSU grant — routine executive compensation events. The withheld shares are for tax obligations (a cashless/net settlement), not a signal of an open-market sale. Purchases (stronger bullish signals) did not occur here.
Insider Transaction Report
- Award
Restricted Stock Unit (right to receive)
[F1]2026-02-11+8,980→ 42,810 total - Award
Common Shares, $0.01 par value per share
[F2]2026-02-11+27,212→ 70,022 total - Tax Payment
Common Shares, $0.01 par value per share
[F3]2026-02-11−13,158→ 56,864 total - Tax Payment
Common Shares, $0.01 par value per share
[F4][F5]2026-02-12−1,919→ 54,945 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 37,813 common shares and 17,132 unvested restricted stock units.