NMI Holdings, Inc. — Director's Dealing 2023

Feb 10, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NMI Holdings, Inc. (NMIH)
CIK: 0001547903
Period of Report: 2023-02-08

Reporting Person: Leatherberry William J (EVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-08	Restricted Stock Unit (right to receive)	A	25248	—	Acquired	153678	Direct
2023-02-08	Class A Common Shares, $0.01 par value per share	A	22649	—	Acquired	176327	Direct
2023-02-08	Class A Common Shares, $0.01 par value per share	F	11508	—	Disposed	164819	Direct
2023-02-09	Class A Common Shares, $0.01 par value per share	F	5441	—	Disposed	159378	Direct

Footnotes

F1: Represents restricted stock units granted pursuant to the NMIH Amended and Restated 2014 Omnibus Incentive Plan on February 8, 2023. 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 12, 2020, 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 Class A 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 8, 2023, resulting in the issuance of 22,649 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 12, 2020 at a net settlement price equal to the closing stock price on February 8, 2023.

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 9, 2022, at a net settlement price equal to the closing stock price on February 9, 2023. 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.

F5: Represents 102,082 Class A common shares and 57,296 unvested restricted stock units.