What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-15 compared with 2023-02-15 · 51 added, 36 removed, 304 unchanged (22% of the section changed)

15 unchanged sentences

Based on this assessment, our management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2023.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by BDO USA, LLP, an independent registered public accounting firm, as stated in their report, which appears below.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by BDO USA, P.C., an independent registered public accounting firm, as stated in their report, which appears below.

There was no change in our internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

6 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated balance sheets of the Company and subsidiaries at December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2022 and the related notes and financial statement schedules listed in the accompanying index and our report dated February 14, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedules listed in the accompanying index appearing under Part IV, Item 15 – Exhibits and Financial Statement Schedules and our report dated February 14, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, LLP

/s/ BDO USA, P.C.

San Francisco, California

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Financial Statements — See the " Index to Financial Statements " included in Item 8 of this report for a list of the financial statements filed as part of this report.

Financial Statement Schedules — See the " Index to Financial Statement Schedules " on page 137 of this report for a list of the financial statement schedules filed as part of this report.

Financial Statement Schedules — The following financial statement schedules are filed as part of this Form 10-K and appear immediately following the signature page.

See the " Index to Financial Statement Schedules " on page 133 .

Schedule I — Summary of Investments — other than investments in related parties as of December 31, 2023

Schedule II — Financial Information of Registrant as of December 31, 2023

Schedule IV — Reinsurance as of December 31, 2023

All other schedules are omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedules, or because the information required is included in our Consolidated Financial Statements and notes thereto.

Exhibit Number

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10.2 ~ Form of NMI Holdings, Inc.

2012 Stock Incentive Plan Restricted Stock Unit Award Agreement ( F or Management ) (Other than CEO and CFO) (incorporated herein by reference to Exhibit 10.3 to our Form S-1 Registration Statement (Registration No.

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

10.3 ~ Form of NMI Holdings, Inc.

2012 Stock Incentive Plan Nonqualified Stock Option Award Agreement (For CEO and CFO ) (incorporated herein by reference to Exhibit 10.5 to our Form S-1 Registration Statement (Registration No.

2012 Stock Incentive Plan Restricted Stock Unit Award Agreement (For Management) (Other than CEO and CFO) (incorporated herein by reference to Exhibit 10.3 to our Form S-1 Registration Statement (Registration No.

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

Form of NMI Holdings, Inc.

2012 Stock Incentive Plan Nonqualified Stock Option Award Agreement ( F or Management ) (incorporated herein by reference to Exhibit 10.6 to our Form S-1 Registration Statement (Registration No.

2012 Stock Incentive Plan Nonqualified Stock Option Award Agreement (For Management) (incorporated herein by reference to Exhibit 10.6 to our Form S-1 Registration Statement (Registration No.

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

Form of NMI Holdings, Inc.

2012 Stock Incentive Plan Nonqualified Stock Option Award Agreement (F or Non-Em p loyee Directors ) (incorporated herein by reference to Exhibit 10.7 to our Form S-1 Registration Statement (Registration No.

2012 Stock Incentive Plan Nonqualified Stock Option Award Agreement (For Non-Employee Directors) (incorporated herein by reference to Exhibit 10.7 to our Form S-1 Registration Statement (Registration No.

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

2 unchanged sentences

Form of NMI Holdings, Inc.

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

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)

Form of NMI Holdings, Inc.

2012 Stock Incentive Plan Restricted Stock Unit Award Agreement (F or Independent Directors ) (incorporated herein by reference to Exhibit 10.30 to our Form 10-Q, filed on May 2, 2019)

2012 Stock Incentive Plan Restricted Stock Unit Award Agreement (For Independent Directors) (incorporated herein by reference to Exhibit 10.30 to our Form 10-Q, filed on May 2, 2019)

Form of NMI Holdings, Inc.

1 unchanged sentence

Form of NMI Holdings, Inc.

2012 Stock Incentive Plan Nonqualified Stock Option Agreement ( F or Employees ) (incorporated herein by reference to Exhibit 10.32 to our Form 10-Q, filed on May 2, 2019)

2012 Stock Incentive Plan Nonqualified Stock Option Agreement (For Employees) (incorporated herein by reference to Exhibit 10.32 to our Form 10-Q, filed on May 2, 2019)

NMI Holdings, Inc.

13 unchanged sentences

Form of NMI Holdings, Inc.

2014 Omnibus Incentive Plan Performance Based Restricted Stock Unit Award Agreement ( F or CEO) (incorporated herein by reference to Exhibit 10.26 to our Form 10-K, filed on February 17, 2017)

2014 Omnibus Incentive Plan Performance Based Restricted Stock Unit Award Agreement (For CEO) (incorporated herein by reference to Exhibit 10.26 to our Form 10-K, filed on February 17, 2017)

Form of NMI Holdings, Inc.

3 unchanged sentences

Form of NMI Holdings, Inc.

Amended and Restate d 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (F or Independent Directors )

Form of NMI Holdings, Inc.

Amended and Restated 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Employees (incorporated herein by reference to Exhibit 10.34 to our Form 10-Q, filed on May 2, 2019)

F orm of NMI Ho ldings, Inc.

Amended and Restated 2014 O mnibus Incentive Plan Restricted Stock Unit Award Agreement (For Executives)

Form of NMI Holdings, Inc.

Amended and Restated 2014 O mnibus Incentive Plan Restr icted Stock Unit Awar d Agreement (For Employee s)

F orm of NMI Hold ings, Inc.

Amende d and Restated 2014 O mnibus Incentiv e Plan Rest ricted Stock Unit Award Agreement (Performance Based)

Form of NMI Holdings, Inc.

Amended and Restated 2014 Omnibus Incentive Plan Nonqualified Stock Option Agreement for Employees (incorporated herein by reference to Exhibit 10.35 to our Form 10-Q, filed on May 2, 2019)

5 unchanged sentences

Amended and Restated Change in Control Severance Benefit Plan (incorporated herein by reference to Exhibit 10.30 to our Form 10-Q, filed on October 30, 2018)

10.26 ~ NMI Holdings, Inc.

Clawback Policy (incorporated herein by reference to Exhibit 10.2 to our Form 8-K, filed on February 23, 2017)

Offer Letter by and between NMI Holdings, Inc.

16 unchanged sentences

22.1 Guaranteed Securities by Subsidiary Guarantor (incorporated herein by reference to Exhibit 22.1 to our Form 10-K, filed on February 16, 2022)

23.1 Consent of BDO USA, LLP

23.1 Consent of BDO USA, P.C.

31.1 Principal Executive Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

NMI Holdings, Inc.

Compensation Recovery P olicy , E ffective September 13, 2023

101 The following financial information from NMI Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in XBRL (eXtensible Business Reporting Language):

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The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

Filed herewith.

Furnished herewith.

~ Indicates a management contract or compensatory plan or contract.

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Director February 14, 2024

February 14, 2024

INDEX TO FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

Schedule IV — Reinsurance as of December 31, 2023

NMI HOLDINGS, INC.

22 unchanged sentences

Software and equipment, net 30,252 31,930

Other assets (1)

13,858 15,408

Total assets $ 2,717,468 $ 2,312,111

1 unchanged sentence

Accounts payable and accrued expenses 38,524 34,697

Warrant liability, at fair value — 2,363

Deferred tax liability, net 343,956 255,550

3 unchanged sentences

Common stock - class A shares, $0.01 par value;

86,472,742 shares issued and 83,549,879 shares outstanding as of December 31, 2022 and 85,792,849 shares issued and outstanding as of December 31, 2021 ( 250,000,000 shares authorized)

87,334,138 shares issued and 80,881,280 shares outstanding as of December 31, 2023 and 86,472,742 shares issued and 83,549,879 shares outstanding as of December 31, 2022 (250,000,000 shares authorized) 873 865

Additional paid-in capital 990,816 972,717

1 unchanged sentence

6,452,858 and 2,922,863 common shares as of December 31, 2023 and December 31, 2022, respectively ( 148,921 ) ( 56,575 )

Accumulated other comprehensive (loss) income, net of tax ( 204,323 ) 1,485

Accumulated other comprehensive loss, net of tax ( 139,917 ) ( 204,323 )

Retained earnings 1,223,153 901,043

1 unchanged sentence

Total liabilities and shareholders' equity $ 2,717,468 $ 2,312,111

(1) "Prepaid expenses" have been reclassified as "Other assets" in the prior period.

NMI HOLDINGS, INC.

7 unchanged sentences

Net realized investment (losses) gains

( 31 ) ( 13 ) 10

Total revenues 3,889 1,191 337

7 unchanged sentences

Net income $ 322,110 $ 292,902 $ 231,130

Other comprehensive (loss) income, net of tax:

Unrealized (losses) gains in accumulated other comprehensive income, net of tax (benefit) expense of $( 748 ), $( 95 ), and $ 25 for each of the years in the three-year period ended December 31, 2022, respectively

Other comprehensive income (loss), net of tax:

Unrealized gains (losses) in accumulated other comprehensive income, net of tax expense (benefit) of $ 312 , $( 748 ), and $( 95 ) for each of the years in the three-year period ended December 31, 2023, respectively

1,173 ( 2,815 ) ( 357 )

Reclassification adjustment for realized losses (gains) included in net income, net of tax (benefit) expense of $( 7 ), $( 3 ) and $ 2 for each of the years in the three-year period ended December 31, 2023, respectively

Equity in other comprehensive income (loss) of subsidiaries

63,208 ( 203,003 ) ( 52,006 )

Equity in other comprehensive (loss) income of subsidiaries ( 203,003 ) ( 52,006 ) 36,492

Other comprehensive (loss) income, net of tax ( 205,808 ) ( 52,371 ) 36,568

Other comprehensive income (loss), net of tax

64,406 ( 205,808 ) ( 52,371 )

Comprehensive income $ 386,516 $ 87,094 $ 178,759

18 unchanged sentences

Receivable from affiliates ( 8,108 ) 3,348 ( 9,474 )

Other assets (1)

( 57 ) 518 ( 496 )

8 unchanged sentences

Software and equipment

Net cash used in investing activities ( 2,917 ) ( 10,799 ) ( 460,013 )

2,169 1,291 ( 1,026 )

Net cash provided by (used in) investing activities

43,446 ( 2,917 ) ( 10,799 )

Cash flows from financing activities

Proceeds from issuance of common stock related to public offering, net of issuance costs — — 219,687

Proceeds from issuance of common stock related to employee equity plans 10,549 5,442 4,201

1 unchanged sentence

Taxes paid related to net share settlement of equity awards ( 9,356 ) ( 5,213 ) ( 5,426 )

Proceeds from senior secured notes — — 400,000

Repayments of term loan — — ( 147,750 )

Payments of debt issuance costs — — ( 1,108 )

Repurchase of common stock ( 91,613 ) ( 56,575 ) —

Net cash (used in) provided by financing activities ( 55,828 ) ( 1,830 ) 462,804

Net (decrease) increase in cash, cash equivalents and restricted cash ( 16,241 ) 2,035 5,715

Net cash used in financing activities

( 90,420 ) ( 55,828 ) ( 1,830 )

Net increase (decrease) in cash, cash equivalents and restricted cash

61,434 ( 16,241 ) 2,035

Cash, cash equivalents and restricted cash, beginning of period 4,940 21,181 19,146

Cash, cash equivalents and restricted cash, end of period $ 66,374 $ 4,940 $ 21,181

(1) "Prepaid expenses" have been reclassified as "Other assets" in the prior periods.

NMI HOLDINGS, INC.

6 unchanged sentences

Refer to the Parent Company's consolidated financial statements for additional information.

NMIH and its subsidiaries entered into a tax sharing agreement effective August 23, 2012, which was subsequently amended on September 1, 2016.

Under original and amended agreements, each of the parties agreed to file consolidated federal income tax returns for all tax years beginning in and subsequent to 2012, with NMIH as the direct tax filer.

The tax liability of each subsidiary that is party to the agreement is limited to the amount of the liability it would incur if it filed separate returns.

NMIC and Re One are subject to certain capital and dividend rules and regulations prescribed by jurisdictions in which they are authorized to operate and the GSEs that may restrict their ability to pay dividends to NMIH.

3 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.

On April 1, 2022, NMIC paid a $ 34.9 million ordinary course dividend to NMIH and has the capacity to pay aggregate ordinary dividends of $ 98.0 million to NMIH during the twelve-month period ending December 31, 2023.

During the year ended December 31, 2023, NMIC paid a $ 98.0 million ordinary course dividend to NMIH, representing its full ordinary course dividend capacity payable under Wisconsin law for the twelve-month period ending December 31, 2023.

NMIC has the capacity to pay aggregate ordinary dividends of $ 96.3 million to NMIH during the twelve-month period ending December 31, 2024.

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