NMI Holdings, Inc. 10-Q

Item 5. 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 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 54 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. 55 Item 6. Exhibits Exhibit Number Description 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 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 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. 2012 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013) 10.2 ~ 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. 333-191635), filed on October 9, 2013) 10.3 ~ Form of NMI Holdings, Inc. 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) 10.4 ~ Form of NMI Holdings, Inc. 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) 10.5 ~ Form of NMI Holdings, Inc. 2012 Stock Incentive Plan Nonqualified Stock Option Award Agreement (For CEO/CFO) (incorporated herein by reference to Exhibit 10.8 to our Form 10-K, filed on February 17, 2017) 10.6 ~ Form of NMI Holdings, Inc. 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) 10.7 ~ 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) 10.8 ~ NMI Holdings, Inc. Amended and Restated 2014 Omnibus Incentive Plan (incorporated herein by reference to Appendix A to our 2022 Annual Proxy Statement, filed on March 29, 2022) 10.9 ~ 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) 10.10 ~ Form of NMI Holdings, Inc. Amended and Restated 2014 Omnibus Incentive Plan Nonqualified Stock Option Award Agreement (For Executive Officers and Employees ) (incorporated herein by reference to Exhibit 10.24 to our Form 10-Q filed on August 1, 2017) 10.11 ~ 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) 10.12 ~ 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 10.20 to our Form 10-K, filed on February 15, 2024) 10.13 ~ 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 10.12 to our Form 10-K, filed on February 14, 2025) 10.14 ~ Form of NMI Holdings, Inc. 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) 56 10.15 ~ 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) 10.16 ~ 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) 10.17 ~ 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) 10.18 ~ Form of NMI Holdings, Inc. Amended and Restated 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (For Executives) (incorporated herein by reference to Exhibit 10.18 to our Form 10-K, filed on February 14, 2025) 10.19 ~ 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 10.18 to our Form 10-K, filed on February 14, 2025) 10.20 ~ 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 10.18 to our Form 10-K, filed on February 14, 2025) 10.21 ~ Form of Indemnification Agreement between NMI Holdings, Inc. and its directors and certain executive officers (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on November 25, 2014) 10.22 ~ * NMI Holdings, Inc. Amended and Restated Severance Benefit Plan 10.23 ~ * NMI Holdings, Inc. Amended and Restated Change in Control Severance Benefit Plan 10.24 ~ Offer Letter by and between NMI Holdings, Inc. and William Leatherberry, dated July 11, 2014 (incorporated herein by reference to Exhibit 10.10 to our Form 10-Q, filed on April 28, 2016) 10.25 ~ Employment Letter by and between NMI Holdings, Inc. and Bradley M. 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) 10.26 ~ Offer Letter by and between NMI Holdings, Inc. and Adam Pollitzer, dated September 9, 2021 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on September 9, 2021) 10.27 ~ 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) 10.28 ~ Offer Letter by and between NMI Holdings, Inc. and Aurora Swithenbank, dated March 1, 202 4 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on March 4, 2024) 10.29 ~ Separation Agreement by and between NMI Holdings, Inc. and Ravi Mallela, dated March 1, 2024 (incorporated herein by reference to Exhibit 10.2 to our Form 8-K, filed on March 4, 2024) 10.30 + Commitment Letter dated July 12, 2013 for Bulk Fannie Mae-Paid Loss-on-Sale Mortgage Insurance on the Portfolio of approximately $5.46 billion Purchased by Fannie Mae and Identified by Fannie Mae as Deal No. 2013 MIRT 01 and by the Company as Policy No. P-0001-01 (incorporated herein by reference to Exhibit 10.14 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013) 10.31 Credit Agreement, dated as of April 29, 2024, by and among the Company, the lenders party hereto, and Royal Bank of Canada, as the Agent (incorporated herein by reference to Exhibit 10.31 to our Form 10-Q, filed on May 1, 2024) 19.1 Insider Trading and Information Policy (incorporated herein by reference to Exhibit 19.1 to our Form 10-K, filed on February 14, 2025) 21.1 Subsidiaries of NMI Holdings, Inc. (incorporated herein by reference to Exhibit 21.1 to our Form 10-Q, filed on October 30, 2015) 31.1 Principal Executive Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Principal Financial Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 # Certifications of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 NMI Holdings, Inc. 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 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; 57 (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); and (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 September 30, 2025 (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith ~ Indicates a management contract or compensatory plan or contract. + Confidential treatment granted as to certain portions, which portions have been filed separately with the SEC. # In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act except to the extent that the registrant specifically incorporates it by reference. 58 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NMI HOLDINGS, INC. Date: November 4, 2025 By: /s/ Aurora Swithenbank Name: Aurora Swithenbank Title: Chief Financial Officer and Duly Authorized Signatory 59