What changed in this filing

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Item 9A. Controls and Procedures

2022-02-16 compared with 2021-02-24 · 42 added, 32 removed, 350 unchanged (17% of the section changed)

54 unchanged sentences

Accordingly, we have omitted the information from this Item pursuant to General Instruction G (3) of Form 10-K.

Equity Compensation Plans Information

The following table sets forth information as of December 31, 2021 with respect to compensation plans under which shares of the Company's common stock may be issued:

Plan Category Number of securities to

be issued upon exercise

of outstanding options, warrants, and rights (2)

Weighted-average

exercise price of outstanding options, warrants, and rights (3)

Number of securities remaining available for future issuance under equity compensation plans (4)

Equity compensation plans approved by security holders (1)

2,445,741 $13.78 1,813,485

Equity compensation plans not approved by security holders — — —

Total 2,445,741 $13.78 1,813,485

(1) NMI Holdings, Inc.

2012 Stock Incentive Plan (2012 Plan) and NMI Holdings, Inc.

Amended and Restated 2014 Omnibus Incentive Plan (2014 Plan).

(2) Includes 1,106,889 and 263,800 shares to be issued upon exercise of outstanding stock options under the 2012 and 2014 Plans, respectively, and

71,428 and 1,003,624 unvested RSUs granted under the 2012 and 2014 Plans, respectively.

(3) Weighted-average exercise price is based solely on outstanding options.

(4) The amount shown includes 481,733 shares available for use with awards granted under the 2012 Plan and 1,331,752 shares available for use with

awards granted under the 2014 Plan.

Certain Relationships and Related Transactions, and Director Independence

41 unchanged sentences

as Trustee and Notes Collateral Agent (incorporated herein by reference to Exhibit 4.1 to our Form 8-K, filed on June 19, 2020)

4.8 Description of S ecurities

4.8 Description of Securities

10.1 ~ NMI Holdings Inc.

17 unchanged sentences

2012 Stock Incentive Plan Nonqualified Stock Option Award Agreement for Employees (incorporated herein by reference to Exhibit 10.9 to our Form 10-K, filed on February 17, 2017)

10.8 ~ Amended and Restated Employment Agreement by and between NMI Holdings, Inc.

and Bradley M.

Shuster, dated December 23, 2015 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on December 29, 2015)

10.8 ~ Offer Letter by and between NMI Holdings, Inc.

1 unchanged sentence

10.9 ~ Offer Letter by and between NMI Holdings, Inc.

and Adam Pollitzer, dated February 1, 2017 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on February 3, 2017)

and Adam Pollitzer, dated Septe mber 9, 2021 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on September 9,2021)

10.10 ~ O ffer Letter by and between NMI Holdings, Inc.

and Ravi Mallela , dated December 20, 2021 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on December 21, 2021)

10.11 ~ Form of Indemnification Agreement between NMI Holdings, Inc.

4 unchanged sentences

333-191635), filed on October 9, 2013)

10.13 Credit Agreement, dated November 10, 2015, between NMI Holdings, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated herein by reference to Exhibit 4.1 to our Form 8-K, filed on November 10, 2015)

10.14 Amendment No.

1, dated February 10, 2017, to the Credit Agreement dated November 10, 2015, between NMI Holdings, Inc., the lender parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on February 10, 2017)

10.15 Amendment No.

2, dated October 25, 2017, to the Credit Agreement dated November 10, 2015, between NMI Holdings, Inc., the lender parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on October 26, 2017)

10.13 Credit Agreement, dated May 24, 2018, between NMI Holdings, Inc., the lender party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated herein by reference to Exhibit 4.1 to our Form 8-K, filed on May 25, 2018)

10 unchanged sentences

(incorporated herein by reference to Exhibit 10.20 to our Form 10-Q, filed on November 11, 2020)

10.18 Amended and Restated Credit Agreement, dated as of November 29, 2021 , by and among the Company, the lender parties thereto and JP Morgan Chase Bank, N.A.

as administrative agent (incorporated herein by reference to Exhibit 10.1 to our Form 8-K filed on November 30, 2021)

10.19 ~ NMI Holdings, Inc.

23 unchanged sentences

Shuster, effective as of January 1, 2019 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on December 28, 2018)

10.33 ~ Employment Letter by and between NMI Holdings, Inc.

and Claudia J.

Merkle, effective as of January 1, 2019 (incorporated herein by reference to Exhibit 10.2 to our Form 8-K, filed on December 28, 2018)

10.31 ~ Form of NMI Holdings, Inc.

14 unchanged sentences

(incorporated herein by reference to Exhibit 21.1 to our Form 10-Q, filed on October 30, 2015)

22.1 Guaranteed Securities by Subsidiary Guarantor

23.1 Consent of BDO USA, LLP

7 unchanged sentences

(iii) Consolidated Statements of Changes in Shareholders' Equity for each of the three years in the period ended December 31, 2021

(iv) Consolidated Statements of Cash Flows for each of the three years ended December 31, 2020, and

(iv) Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2021, and

(v) Notes to Consolidated Financial Statements.

7 unchanged sentences

February 15, 2022

/s/ Claudia J.

Chief Executive Officer

Signature Title Date

/s/ Claudia J.

Pollitzer Chief Executive Officer

/s/ Ravi Mallela Chief Executive Officer

(Principal Executive Officer)

3 unchanged sentences

/s/ Bradley M.

Shuster Controller February 24, 2021

Shuster Chief Accounting Officer and Controller February 15, 2022

/s/ Steven L.

7 unchanged sentences

Michael Embler

Ozanne Director February 24, 2021

McCreary Director February 15, 2022

66 unchanged sentences

Net income $ 231,130 $ 171,566 $ 171,957

Other comprehensive income (loss), net of tax:

Unrealized gains (losses) in accumulated other comprehensive loss, net of tax expense (benefit) of $25, $82, and ($34) for each of the years in the three-year period ended December 31, 2020, respectively 94 308 ( 128 )

Reclassification adjustment for (gains) losses included in net loss, net of tax expense (benefit) of $5, $0 and ($1) for each of the years in the three-year period ended December 31, 2020, respectively ( 18 ) — 2

Equity in other comprehensive income (loss) of subsidiaries 36,492 31,812 ( 12,129 )

Other comprehensive income (loss), net of tax 36,568 32,120 ( 12,255 )

Other comprehensive (loss) income, net of tax:

Unrealized (losses) gains in accumulated other comprehensive (loss) income, net of tax (benefit) expense of $( 95 ), $ 25 , and $ 82 for each of the years in the three-year period ended December 31, 2021, respectively

( 357 ) 94 308

Reclassification adjustment for gains included in net income, net of tax expense of $ 2 , $ 5 and $ 0 for each of the years in the three-year period ended December 31, 2021, respectively

( 8 ) ( 18 ) —

Equity in other comprehensive (loss) income of subsidiaries ( 52,006 ) 36,492 31,812

Other comprehensive (loss) income, net of tax ( 52,371 ) 36,568 32,120

Comprehensive income $ 178,759 $ 208,134 $ 204,077

7 unchanged sentences

Net income $ 231,130 $ 171,566 $ 171,957

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

(Gain) loss from change in fair value of warrant liability ( 566 ) ( 2,907 ) 8,657

5 unchanged sentences

Changes in operating assets and liabilities:

Equity in net income of subsidiaries (1)

( 217,134 ) ( 226,480 ) ( 133,837 )

Investment in subsidiaries, at equity in net assets ( 302,165 ) ( 217,134 ) ( 226,480 )

Accrued investment income ( 104 ) ( 44 ) ( 3 )

3 unchanged sentences

Accounts payable and accrued expenses 10,068 4,592 ( 1,640 )

Net cash provided by (used in) operating activities 2,924 ( 10,298 ) 3,561

Net cash provided by provided by (used in) operating activities 14,664 2,924 ( 10,298 )

Cash flows from investing activities

18 unchanged sentences

Cash, cash equivalents and restricted cash, end of period $ 21,181 $ 19,146 $ 13,431

(1) Amount in 2018 includes $ 0.3 million reduction to retained earnings as of January 1, 2018 as a result of the adoption of ASU 2018-02.

For more information related to this adjustment, See Item 8, " Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 11, Income Taxes ."

NMI HOLDINGS, INC.

11 unchanged sentences

Under Wisconsin law, an extraordinary dividend is defined as any payment or distribution that together with other dividends and distributions made within the preceding twelve months exceeds the lesser of (i) 10% of the insurer's statutory policyholders' surplus as of the preceding December 31 or (ii) adjusted statutory net income for the twelve-month period ending the preceding December 31.

Re One has the capacity to pay aggregate ordinary dividends of $ 1.6 million to NMIH during the twelv e-month period ending December 31, 2021.

NMIC reported a statutory net loss for the year ended December 31, 2020 and does not have the capacity to pay dividends to NMIH during the twelve-month period ended December 31, 2021 without prior approval from the Wisconsin OCI.

During the year ended December 31, 2021, Re One distributed $ 26.0 million to NMIH in the form of a $ 1.6 million ordinary dividend and a $ 24.4 million extraordinary dividend.

NMIC has the capacity to pay aggregate ordinary dividends of $ 34.9 million to NMIH during the twelve-month period ending December 31, 2022.

The remaining net assets from dividend capacity are considered restricted.

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures