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Item 9A. Controls and Procedures

2025-02-14 compared with 2024-02-15 · 62 added, 59 removed, 296 unchanged (29% of the section changed)

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Exhibits and Financial Statement Schedules

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 Statements — See the “ Index to Financial Statements” included in Part II, Item 8 of this report for a list of the financial statements 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.

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Exhibit Number

3.1 Second Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to our Form S-1 Registration Statement (Registration No.

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

3.2 Fourth Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.2 to our Form 8-K, filed on November 10, 2022)

4.1 Indenture, dated as of June 19, 2020, among NMI Holdings, Inc., NMI Services, Inc.

as the Initial Guarantor, and the Bank of New York Mellon Trust Company, N.A.

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

4.2 Description of Securities (incorporated by reference to Exhibit 4.8 to our Form 10-8, filed on February 16, 2022)

1.1 Underwriting Agreement, dated May 7, 2024, among the Company, RBC Capital Markets, LLC, Goldman Sachs & Co.

LLC, BMO Capital Markets Corp., Citigroup Global Markets Inc.

and Truist Securities, Inc.

acting as representatives of several underwriters named therein (incorporated herein by reference to Exhibit 1.1 to our Form 8-K, filed on May 8, 2024)

3.1 Third Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to our Form 8-K, filed on May 10, 2024)

3.2 Fifth Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to our Form 8-K, filed on May 10, 2024)

4.1 Indenture, dated as of May 21, 2024, by and between NMI Holdings, Inc.

and The Bank of New York Mellon Trust Company, N.A.

as Trustee (incorporated herein by reference to Exhibit 4.1 to our Form 8-K, filed on May 21, 2024)

4.2 Supplemental Indenture, dated as of May 21, 2024, by and between NMI Holdings, Inc.

and The Bank of New York Mellon Trust Company, N.A.

as Trustee (including the form of the Notes) (incorporated herein by reference to Exhibit 4.2 to our Form 8-K, filed on May 21, 2024)

4.3 Description of Securities (incorporated herein by reference to Exhibit 4.4 to our Form 10-Q, filed on July 31, 2024)

10.1 ~ NMI Holdings Inc.

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10.2 ~ Form of NMI Holdings, Inc.

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.

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.

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

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Form of NMI Holdings, Inc.

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.

2012 Stock Incentive Plan Restricted Stock Unit Award Agreement (For Employees) (incorporated herein by reference to Exhibit 10.31 to our Form 10-Q, filed on May 2, 2019)

Form of NMI Holdings, Inc.

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)

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Form of NMI Holdings, Inc.

Amended and Restated 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (For CEO) (incorporated herein by reference to Exhibit 10.19 to our Form 10-Q filed on August 1, 2017)

Form of NMI Holdings, Inc.

Amended and Restated 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Executive Officers ) (incorporated herein by reference to Exhibit 10.20 to our Form 10-Q filed on August 1, 2017)

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 10.21 to our Form 10-Q filed on August 1, 2017)

Form of NMI Holdings, Inc.

Amended and Restated 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (For Independent Directors ) (incorporated herein by reference to Exhibit 10.22 to our Form 10-Q filed on August 1, 2017)

Form of NMI Holdings, Inc.

Amended and Restated 2014 Omnibus Incentive Plan Nonqualified Stock Option Award Agreement (For CEO) (incorporated herein by reference to Exhibit 10.23 to our Form 10-Q filed on August 1, 2017)

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Form of NMI Holdings, Inc.

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.

Amended and Restated 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Performance Based) (incorporated herein by reference to Exhibit 10.38 to our Form 10-Q, filed on May 7, 2020)

Form of NMI Holdings, Inc.

Amended and Restated 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Independent Directors (incorporated herein by reference to Exhibit 10.33 to our Form 10-Q, filed on May 2, 2019)

Form of NMI Holdings, Inc.

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

Amended and Restated 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (For 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)

Amended and Restated 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (For Executives) (incorporated herein by reference to Exhibit 10.22 to our Form 10-K, filed on February 15, 2024)

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 10.23 to our Form 10-K, filed on February 15, 2024)

Form of NMI Holdings, Inc.

Amended and Restated 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Performance Based) (incorporated herein by reference to Exhibit 10.24 to our Form 10-K, filed on February 15, 2024)

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)

Form of NMI Holdings, Inc.

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

Form of NMI Holdings, Inc.

Amended and Restated 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (For Employees)

Form of NMI Holdings, Inc.

Amended and Restated 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Performance Based)

Form of Indemnification Agreement between NMI Holdings, Inc.

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

Insider Trading and Information Policy

21.1 Subsidiaries of NMI Holdings, Inc.

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97.1 NMI Holdings, Inc.

Compensation Recovery P olicy , E ffective September 13, 2023

Compensation Recovery Policy, Effective September 13, 2023 (incorporated herein by reference to Exhibit 97.1 to our Form 10-K, filed on February 15, 2024)

101 The following financial information from NMI Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024 formatted in XBRL (eXtensible Business Reporting Language):

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Signature Title Date

/s/ Ravi Mallela Chief Executive Officer

/s/ Aurora Swithenbank

Chief Executive Officer

(Principal Executive Officer)

February 14, 2024

Aurora Swithenbank

/s/ Nicholas D.

Realmuto Chief Financial Officer

(Principal Financial Officer) February 14, 2024

Chief Financial Officer

(Principal Financial Officer) 2/14/2025

/s/ Bradley M.

Shuster Controller February 14, 2024

Shuster Controller 2/14/2025

/s/ Steven L.

Scheid Executive Chairman February 14, 2024

Jones Director February 14, 2024

/s/ Regina Muehlhauser Director February 14, 2024

Scheid Executive Chairman 2/14/2025

/s/ Regina Muehlhauser

Director 2/14/2025

Regina Muehlhauser

/s/ Michael Montgomery Director February 14, 2024

/s/ Michael Montgomery Director 2/14/2025

Michael Montgomery

/s/ Michael Embler Director February 14, 2024

/s/ Michael Embler Director 2/14/2025

Michael Embler

McCreary Director February 14, 2024

/s/ Priya Huskins Director February 14, 2024

McCreary Director 2/14/2025

/s/ Priya Huskins Director 2/14/2025

Priya Huskins

Director February 14, 2024

February 14, 2024

Director 2/14/2025

INDEX TO FINANCIAL STATEMENT SCHEDULES

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(In Thousands, except for share data)

Fixed maturities, available-for-sale, at fair value $ 47,290 $ 83,918

Fixed maturities, available-for-sale, at fair value (amortized cost of $ 92,878 and $ 49,520 as of December 31, 2024 and December 31, 2023, respectively)

$ 91,283 $ 47,290

Cash and cash equivalents 40,876 66,374

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Software and equipment, net 25,681 30,252

Deferred tax asset, net 113 —

15,332 13,858

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Shareholders' equity

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

Common stock - $ 0.01 par value;

87,902,626 shares issued and 78,600,726 shares outstanding as of December 31, 2024 and 87,334,138 shares issued and 80,881,280 shares outstanding as of December 31, 2023 ( 250,000,000 shares authorized)

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9,301,900 and 6,452,858 common shares as of December 31, 2024 and December 31, 2023, respectively

( 246,594 ) ( 148,921 )

Accumulated other comprehensive loss, net of tax ( 124,804 ) ( 139,917 )

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Net investment income $ 5,142 $ 3,920 $ 1,204

Net realized investment (losses) gains

Net realized investment gains (losses)

33 ( 31 ) ( 13 )

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Other operating expenses 7,468 7,828 7,590

Interest expense — — 68

Gain from change in fair value of warrant liability — — ( 1,113 )

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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

Unrealized gains (losses) in accumulated other comprehensive loss, net of tax expense (benefit) of $ 133 , $ 312 , and $( 748 ) for each of the years in the three-year period ended December 31, 2024, respectively

499 1,173 ( 2,815 )

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

Reclassification adjustment for realized losses included in net income, net of tax benefit of $ 0 , $ 7 and $ 3 for each of the years in the three-year period ended December 31, 2024, respectively

Equity in other comprehensive income (loss) of subsidiaries

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SCHEDULE II - FINANCIAL INFORMATION OF REGISTRANT

STATEMENTS OF CASH FLOWS

STATEMENT OF OPERATIONS

PARENT COMPANY ONLY

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Adjustments to reconcile net income to net cash provided by operating activities:

Net realized investment (gains) losses

Gain from change in fair value of warrant liability — — ( 1,113 )

Net realized investment losses (gains)

Depreciation and amortization ( 2,505 ) ( 890 ) 789

Loss on extinguishment of debt

Amortization of debt discount and debt issuance costs 2,214 1,962 1,846

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Purchase of fixed-maturity investments, available-for-sale ( 12,142 ) — —

Proceeds from maturity of short-term investments 100,607 86,995 —

Proceeds from redemptions, maturities and sale of fixed-maturity investments, available-for-sale 30,538 19,673 4,464

Proceeds from maturities of short-term investments

88,700 100,607 86,995

Proceeds from maturities and redemptions of fixed-maturity investments, available-for-sale 1,959 30,538 19,673

Software and equipment

5,030 2,169 1,291

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

( 53,107 ) 43,446 ( 2,917 )

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Taxes paid related to net share settlement of equity awards ( 10,219 ) ( 9,356 ) ( 5,213 )

Proceeds from senior unsecured notes

Repayments of senior secured notes ( 405,080 ) — —

Payments of debt issuance costs ( 7,785 ) — —

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( 96,699 ) ( 90,420 ) ( 55,828 )

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

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

( 25,498 ) 61,434 ( 16,241 )

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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.

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.

During the year ended December 31, 2024, NMIC paid a $ 96.3 million ordinary course dividend to NMIH, representing its full ordinary course dividend capacity payable under Wisconsin insurance laws for the twelve-month period ending December 31, 2024.

NMIC has the capacity to pay aggregate ordinary dividends of $ 98.4 million to NMIH during the twelve-month period ending December 31, 2025.

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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