Fitzgerald Norman Peter 4

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.