Swithenbank Aurora 4

What Happened

• Aurora Swithenbank, Chief Financial Officer of NMI Holdings (NMIH), received a grant of 14,784 restricted stock units (RSUs) on Feb 11, 2026 (reported as an acquisition, code A). Separately, the filing shows three instances where NMIH withheld shares to cover withholding taxes tied to prior RSU vesting: 9,117 shares on May 1, 2025; 2,916 shares on May 8, 2025; and 3,363 shares on Feb 12, 2026 (all reported as dispositions, code F). The Form 4 records $0 proceeds for these entries because the transactions were net share settlements to satisfy tax withholding.

Key Details

• Transaction dates and counts:
  • 2025-05-01: 9,117 shares withheld (tax withholding; F)
  • 2025-05-08: 2,916 shares withheld (tax withholding; F)
  • 2026-02-11: 14,784 RSUs granted (award; A)
  • 2026-02-12: 3,363 shares withheld (tax withholding; F)
• Price/value: entries show $0 (net settlement). Footnotes state withholding used the closing stock price on the applicable settlement dates.
• Vesting: the RSUs referenced vest 40% on each of the first two anniversaries and 20% on the third anniversary of their grant dates (footnotes F1–F4).
• Holdings after these transactions (per filing): 14,629 common shares and 59,824 unvested RSUs (footnote F5).
• Filing timeliness: Form 4 filed Feb 13, 2026; the May 2025 withholding events are included in this filing, so those earlier transactions were reported well after the typical two-business-day window.

Context

• These entries are compensation-related (RSU grant and net-share tax withholding), not open-market buys or voluntary sales. Net-share withholding is a common method companies use to satisfy tax obligations when restricted stock units vest and does not by itself indicate insider market sentiment.
• For retail investors, the material item here is the RSU grant (award) to the CFO, which increases her unvested equity stake subject to future vesting conditions.