What changed in this filing

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Item 5. Other Information

2025-11-05 compared with 2025-07-30 · 33 added, 16 removed, 101 unchanged (33% of the section changed)

Other Information

10b5-1 Trading Arrangements

Our Section 16 officers and directors (as defined in Rule 16a-1 under the Exchange Act) may from time to time enter into plans for the purchase or sale of the Company's stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

During the quarter ended June 30, 2025, none of our Section 16 officers or directors adopted , modified or terminated “Rule 10b5-1 trading arrangements” or "non-Rule 10b5-1 trading arrangements" (each as defined in Item 408 under Regulation S-K of the Exchange Act).

During the quarter ended September 30, 2025, none of our Section 16 officers or directors adopted , modified or terminated “Rule 10b5-1 trading arrangements” or "non-Rule 10b5-1 trading arrangements" (each as defined in Item 408 under Regulation S-K of the Exchange Act).

Severance Plans

On November 2, 2025, the Company adopted the NMI Holdings, Inc.

Amended and Restated Severance Benefit Plan (the “Severance Plan”) and the NMI Holdings, Inc.

Amended and Restated Change in Control Severance Benefit Plan (the “CIC Severance Plan”).

Severance Plan

Under the Severance Plan, the Company provides eligible employees severance payments and benefits upon certain involuntary terminations of employment, including a reduction in force, elimination of the participant’s position or lack of work.

Subject to the conditions set forth in the Severance Plan, including the execution and non-revocation by the employee of a separation agreement, an eligible employee will be entitled to the following payments and benefits upon a qualifying termination of employment:

• Managers and Individual Contributors – (i) two weeks of base salary if terminated within the first year of service and (ii) two weeks of base salary and one month of health coverage contributions under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for each full year of service if terminated after the first year of service, up to a maximum of four months of base salary and four months of COBRA contributions.

• Directors – (i) one month of base salary and one month of COBRA contributions if terminated within the first year of service and (ii) one month of base salary and one month of COBRA contributions for each full year of service if terminated after the first year of service, up to a maximum of six months of base salary and six months of COBRA contributions.

• Senior Vice Presidents – (i) two months of base salary and two months of COBRA contributions if terminated within the first year of service and (ii) two months of base salary and two months of COBRA contributions for each full year of

service if terminated after the first year of service, up to a maximum of eight months of base salary and eight months of COBRA contributions.

• Executive Vice Presidents, Executive Chairman, and President CEO – (i) three months of base salary and target annual bonus opportunity if terminated within the first year of service and (ii) three months of base salary and target annual bonus opportunity for each full year of service (up to a maximum of 18 months or, for the Executive Chairman and President and Chief Executive Officer, 24 months) if terminated after the first year of service, as well as, in each case, a prorated target bonus based for the year of termination based on the employee’s period of service during the year prior to termination and 12 months (or, for the Executive Chairman and President and Chief Executive Officer, 18 months) of COBRA contributions.

The foregoing description of the Severance Plan is qualified in its entirety by reference to the full text thereof, which is attached to this Quarterly Report on Form 10-Q as Exhibit 10.22 and incorporated herein by reference.

CIC Severance Plan

Under the CIC Severance Plan, the Company provides certain payments and benefits to eligible executives and employees who experience a termination by the Company without cause or by the participant for good reason within 24 months following a change in control of the Company.

Upon such a termination, each participant in the CIC Severance Plan will be entitled to:

(i) a lump sum cash payment equal to (x) a multiple set forth in the participant’s notice of participation (the “Severance Multiple”), which is 2.0x for Adam Pollitzer and Bradley Shuster and 1.5x for the other named executive officers, multiplied by (y) the sum of the participant’s annual base salary and target annual bonus for the year of termination, (ii) a lump sum cash payment equal to a number of monthly COBRA premiums based on the participant’s Severance Multiple, (iii) a lump sum prorated bonus based on the greater of (x) the participant’s target annual bonus for the year of termination or (y) the amount accrued with respect to the participant’s annual bonus for the year of termination (annualized for the full year), (iv) a lump sum cash payment for any earned but unpaid base salary and accrued paid time off, as applicable, (v) any unpaid annual incentive payment for any prior award period and (vi) any other amounts of benefits required to be paid or provided under the Company’s benefit plans.

Amounts payable under clauses (i), (ii) and (iii) are conditioned upon the participant executing an effective separation agreement and release of claims.

The CIC Severance Plan also provides that if payments would be subject to an excise tax under Section 4999 of the Internal Revenue Code, such payments may be reduced if the participant would have a greater net after-tax receipt of such payments.

The foregoing description of the CIC Severance Plan is qualified in its entirety by reference to the full text thereof, which is attached to this Quarterly Report on Form 10-Q as Exhibit 10.23 and incorporated herein by reference.

Exhibit Number

5 unchanged sentences

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)

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

Indenture, dated 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)

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

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

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

48 unchanged sentences

NMI Holdings, Inc.

Severance Benefit Plan (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on February 17, 2016)

NMI Holdings, Inc.

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)

Amended and Restated Severance Benefit Plan

NMI Holdings, Inc.

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

Amended and Restated Change in Control Severance Benefit Plan

Offer Letter by and between NMI Holdings, Inc.

6 unchanged sentences

Offer letter by and between NMI Holdings, Inc.

and Aurora Swithenbank, dated March 1, 2024 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on March 4, 2024)

Offer 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)

17 unchanged sentences

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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (Unaudited) formatted in XBRL (eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024;

(ii) Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended June 30, 2025 and 2024 (Unaudited);

(iii) Condensed Consolidated Statements of Changes in Shareholders' Equity for the three months ended June 30, 2025 and 2024 (Unaudited);

(iv) Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2025 and 2024 (Unaudited);

101 The following financial information from NMI Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (Unaudited) formatted in XBRL (eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024;

(ii) Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended September 30, 2025 and 2024 (Unaudited);

(iii) Condensed Consolidated Statements of Changes in Shareholders' Equity for the three months ended September 30, 2025 and 2024 (Unaudited);

(iv) Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2025 and 2024 (Unaudited);

(v) Notes to Condensed Consolidated Financial Statements (Unaudited).

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

104 The cover page from NMI Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (formatted as Inline XBRL and contained in Exhibit 101).

104 The cover page from NMI Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith

5 unchanged sentences

NMI HOLDINGS, INC.

July 29, 2025

November 4, 2025

/s/ Aurora Swithenbank

2 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-Q

Item 5. Other Information