Form 4: NMIH CRO Smith Reports RSU Tax Withholding

NMI Holdings, Inc.'s EVP and Chief Risk Officer, Robert Smith, reported the withholding of 5,347 common shares to cover tax obligations related to the vesting of restricted stock units.

Summary

• Robert Smith, EVP, Chief Risk Officer of NMI Holdings, Inc. (NMIH), reported transactions involving the disposition of common shares.
• On February 7, 2026, 3,383 common shares were withheld by NMIH to satisfy withholding taxes due to the vesting of restricted stock units (RSUs) granted on February 7, 2024.
• On February 8, 2026, an additional 1,964 common shares were withheld by NMIH for withholding taxes related to the vesting of RSUs granted on February 8, 2023.
• The shares were withheld at a net settlement price equal to the closing stock price on February 6, 2026.
• Following these transactions, Robert Smith beneficially owns 79,219 common shares, comprising 61,417 common shares and 17,802 unvested restricted stock units.
• The RSUs vest 40% on the first and second anniversaries of the grant date, and 20% on the third anniversary.
• A Power of Attorney, effective September 11, 2025, authorizes specific individuals to execute and file SEC Forms 3, 4, 5, and 10 on behalf of Robert Smith.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral event, reflecting routine executive compensation and tax obligations rather than a strategic move or significant change in company prospects. The continued beneficial ownership is a positive for alignment.

Positives

• The transactions represent the vesting of previously granted restricted stock units, indicating the fulfillment of long-term incentive compensation for a key executive.
• The executive continues to hold a significant number of shares (79,219), aligning his interests with shareholders.

Negatives

• A total of 5,347 common shares were disposed of (withheld) to cover tax liabilities, which slightly reduces the executive's direct shareholding.

Risks

• The Power of Attorney explicitly states that the attorneys-in-fact and the Company are not assuming the undersigned's responsibilities to comply with Section 16 of the Exchange Act.
• The Company does not represent or warrant that it will always be able to timely and accurately file Section 16 reports on behalf of the undersigned due to various factors and reliance on others for information.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's financial performance or strategic direction, beyond the vesting schedule of existing restricted stock units.

Industry Context

StockSavvy.ai notes that routine insider transaction filings like Form 4, particularly those related to RSU vesting and tax withholding, are common across publicly traded companies. They reflect standard executive compensation practices and do not typically indicate a shift in broader industry trends or competitive landscape.

Corporate Governance

Stakeholder Impact

• Shareholders: The transactions are routine and reflect standard executive compensation, with no direct material impact on shareholder value beyond the minor dilution from shares used for tax withholding, which is already factored into compensation plans.
• Employees: The RSU vesting demonstrates the company's commitment to long-term incentive plans for its executives.

Next Steps

• Future vesting events for the remaining 17,802 unvested restricted stock units will occur according to their respective schedules (40% on first and second anniversaries, 20% on third anniversary of grant dates).

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events (RSU vesting and tax withholding) and a standard Power of Attorney. It does not provide new information that would fundamentally alter the investment thesis for NMI Holdings, Inc. Therefore, a 'hold' recommendation is appropriate as there are no significant positive or negative catalysts presented in this filing to warrant a change in position.

Keywords

NMI Holdings, NMIH, Robert Smith, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Tax Withholding, Executive Compensation, Corporate Governance, SEC Filing