NMI Holdings, Inc 10-Q for FY2025 Q3
NMI Holdings, Inc. (NMIH)
10-Q
2025-11-05
For: 2025-09-30
View Original
Added on
April 12, 2026
About this 10-Q
NMI Holdings, Inc filed this 10-Q on November 5, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $178.68M
- up 7.6% from $166.09M a year earlier
- Net income
- $96M
- up 3.4% from net income of $92.81M a year earlier
- Diluted EPS
- $1.22
- up 6.1% from $1.15 a year earlier
[Placeholder]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| (Mark One) | ||||||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the quarterly period ended | ||||||||
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the transition period from ______ to ______ | |||||
Commission file number 001-36174
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||
| , | ||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
(855 ) 530-6642
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The number of shares of common stock, $0.01 par value per share, of the registrant outstanding on October 30, 2025 was 76,867,928 shares.
1
TABLE OF CONTENTS
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
Item 5. | ||||||||
| Item 6. | ||||||||
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), and the U.S. Private Securities Litigation Reform Act of 1995. Any statements about our expectations, outlook, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believe,” “can,” “could,” “may,” “predict,” “assume,” “potential,” “should,” “will,” “estimate,” “perceive,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend” or words of similar meaning and include, but are not limited to, statements regarding the outlook for our future business and financial performance. All forward-looking statements are necessarily only estimates of future results, and actual results may differ materially from expectations. You are, therefore, cautioned not to place undue reliance on such statements, which should be read in conjunction with the other cautionary statements that are included elsewhere in this report. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, operating results, business strategy and financial needs. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements including, but not limited to:
•changes in general economic, market and political conditions and policies (including changes in interest rates and inflation) and investment results or other conditions that affect the U.S. housing market or the U.S. markets for home mortgages, mortgage insurance, reinsurance and credit risk transfer markets, including the risk related to geopolitical instability, inflation, an economic downturn (including any decline in home prices) or recession, and their impacts on our business, operations and personnel;
•changes in the charters, business practices, policy, pricing or priorities of Fannie Mae and Freddie Mac (collectively, the GSEs), which may include decisions that have the impact of decreasing or discontinuing the use of mortgage insurance as credit enhancement generally, or with first-time homebuyers or on very high- loan-to-value (LTV) mortgages; or changes in the direction of housing policy objectives of the Federal Housing Finance Agency (FHFA), such as the FHFA's priority to increase the accessibility to and affordability of homeownership for low-and-moderate income borrowers and underrepresented communities;
•our ability to remain an eligible mortgage insurer under the private mortgage insurer eligibility requirements (PMIERs) and other requirements imposed by the GSEs, which they may change at any time;
•retention of our existing certificates of authority in each state and the District of Columbia (D.C.) and our ability to remain a mortgage insurer in good standing in each state and D.C.;
•our future profitability, liquidity and capital resources;
•actions of existing competitors, including other private mortgage insurers and government mortgage insurers such as the Federal Housing Administration, the U.S. Department of Agriculture's Rural Housing Service and the U.S. Department of Veterans Affairs (collectively, government MIs), and potential market entry by new competitors or consolidation of existing competitors;
•adoption of new or changes to existing laws, rules and regulations that impact our business or financial condition directly or the mortgage insurance industry generally or their enforcement and implementation by regulators, including the implementation of the final rules defining and/or concerning “Qualified Mortgage” and “Qualified Residential Mortgage”;
•U.S. federal tax reform and other potential changes in tax law and their impact on us and our operations;
•legislative or regulatory changes to the GSEs' role in the secondary mortgage market or other changes that could affect the residential mortgage industry generally or mortgage insurance industry in particular;
•potential legal and regulatory claims, investigations, actions, audits or inquiries that could result in adverse judgments, settlements, fines or other reliefs that could require significant expenditures or have other negative effects on our business;
3
•our ability to successfully execute and implement our capital plans, including our ability to access the equity, credit and reinsurance markets and to enter into, and receive approval of, reinsurance arrangements on terms and conditions that are acceptable to us, the GSEs and our regulators;
•lenders, the GSEs, or other market participants seeking alternatives to private mortgage insurance;
•our ability to implement our business strategy, including our ability to write mortgage insurance on high quality low down payment residential mortgage loans, implement successfully and on a timely basis, complex infrastructure, systems, procedures, and internal controls to support our business and regulatory and reporting requirements of the insurance industry;
•our ability to attract and retain a diverse customer base, including the largest mortgage originators;
•failure of risk management or pricing or investment strategies;
•decrease in the length of time our insurance policies are in force;
•emergence of unexpected claim and coverage issues, including claims exceeding our reserves or amounts we had expected to experience;
•potential adverse impacts arising from natural disasters including, with respect to affected areas, a decline in new business, adverse effects on home prices, and an increase in notices of default on insured mortgages;
•climate risk and efforts to manage or regulate climate risk by government agencies could affect our business and operations;
•potential adverse impacts arising from the occurrence of any man-made disasters or public health emergencies, including pandemics;
•the inability of our counter-parties, including third-party reinsurers, to meet their obligations to us;
•failure to maintain, improve and continue to develop necessary information technology (IT) systems or the failure of technology providers to perform;
•effectiveness and security of our information technology systems and digital products and services, including the risks these systems, products or services may fail to operate as expected or planned, or expose us to cybersecurity or third-party risks (including exposure of our confidential customer and other information); and
•ability to recruit, train and retain key personnel.
For further information regarding these risks and uncertainties as well as certain additional risks that we face, you should refer to Part I, Item 2, “Management's Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report on Form 10-Q, including the exhibits hereto. In addition, for additional discussion of those risks and uncertainties that have the potential to affect our business, financial condition, results of operations, cash flows or prospects in a material and adverse manner, you should review Risk Factors in Part II, Item 1A of this Report and in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2024 (2024 10-K), as subsequently updated in other reports we file from time to time with the U.S. Securities and Exchange Commission (SEC).
Unless expressly indicated or the context requires otherwise, the terms “we,” “our,” “us,” “Company” and “NMI” in this document refer to NMI Holdings, Inc., a Delaware corporation, and its wholly-owned subsidiaries on a consolidated basis.
4
PART I
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets (Unaudited) | |||||
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) | |||||
Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) | |||||
Condensed Consolidated Statements of Cash Flows (Unaudited) | |||||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | |||||
5
NMI HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| September 30, 2025 | December 31, 2024 | ||||||||||
| Assets | (In Thousands, except for share data) | ||||||||||
Fixed maturities, available-for-sale, at fair value (amortized cost of $ | $ | $ | |||||||||
Cash and cash equivalents (including restricted cash of $ | |||||||||||
| Premiums receivable, net | |||||||||||
| Accrued investment income | |||||||||||
| Deferred policy acquisition costs, net | |||||||||||
| Software and equipment, net | |||||||||||
| Intangible assets and goodwill | |||||||||||
| Reinsurance recoverable | |||||||||||
| Prepaid federal income taxes | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Debt | $ | $ | |||||||||
| Unearned premiums | |||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Reserve for insurance claims and claim expenses | |||||||||||
| Deferred tax liability, net | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Shareholders' equity | |||||||||||
Common stock - $ | |||||||||||
| Additional paid-in capital | |||||||||||
Treasury Stock, at cost: | ( | ( | |||||||||
| Accumulated other comprehensive loss, net of tax | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements (unaudited).
6
NMI HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In Thousands, except for per share data) | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Net premiums earned | $ | $ | $ | $ | |||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Net realized investment gains (losses) | ( | ( | ( | ||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Insurance claims and claim expenses | |||||||||||||||||||||||
| Underwriting and operating expenses | |||||||||||||||||||||||
| Service expenses | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||
Unrealized gains in accumulated other comprehensive loss, net of tax expense of $ | |||||||||||||||||||||||
Reclassification adjustment for realized (gains) losses included in net income, net of tax expense (benefit) of $ | ( | ||||||||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to condensed consolidated financial statements (unaudited).
7
NMI HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)
| Common Stock | Additional Paid-in Capital | Treasury Stock, At Cost | Accumulated Other Comprehensive Loss | Retained Earnings | Total | ||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||
| (In Thousands) | |||||||||||||||||||||||
| Balances, December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||
| Common stock: shares issued under stock plans, net of shares withheld for employee taxes | ( | — | — | — | ( | ||||||||||||||||||
| Repurchase of common stock | ( | — | — | ( | — | — | ( | ||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||
Change in unrealized investment gains/losses, net of tax expense of $ | — | — | — | — | |||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Balances, March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||
| Common stock: shares issued under stock plans, net of shares withheld for employee taxes | ( | — | — | — | ( | ||||||||||||||||||
| Repurchase of common stock | ( | — | — | ( | — | — | ( | ||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||
Change in unrealized investment gains/losses, net of tax expense of $ | — | — | — | — | — | ||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Balances, June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||
| Common stock: shares issued under stock plans, net of shares withheld for employee taxes | * | ( | — | — | — | ( | |||||||||||||||||
| Repurchase of common stock | ( | — | — | ( | — | — | ( | ||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||
Change in unrealized investment gains/losses, net of tax expense of $ | — | — | — | — | — | ||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Balances, September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||
* During the three months ended September 30, 2025, we issued 5,956 common shares with a par value of $0.01 in connection with the exercise of options and vesting of restricted stock units granted under our stock plans, which is not identifiable in this schedule due to rounding.
See accompanying notes to condensed consolidated financial statements (unaudited).
8
NMI HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
| Common Stock | Additional Paid-in Capital | Treasury Stock, At Cost | Accumulated Other Comprehensive Loss | Retained Earnings | Total | ||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||
| (In Thousands) | |||||||||||||||||||||||
| Balances, December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||
| Common stock: shares issued under stock plans, net of shares withheld for employee taxes | ( | — | — | — | ( | ||||||||||||||||||
| Repurchase of common stock | ( | — | — | ( | — | — | ( | ||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||
Change in unrealized investment gains/losses, net of tax benefit of $ | — | — | — | — | ( | — | ( | ||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Balances, March 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||
| Common stock: shares issued under stock plans, net of shares withheld for employee taxes | ( | — | — | — | ( | ||||||||||||||||||
| Repurchase of common stock | ( | — | — | ( | — | — | ( | ||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||
Change in unrealized investment gains/losses, net of tax benefit of $ | — | — | — | — | ( | — | ( | ||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Balances, June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||
| Common stock: shares issued under stock plans, net of shares withheld for employee taxes | * | * | ( | — | — | — | ( | ||||||||||||||||
| Repurchase of common stock | ( | — | — | ( | — | — | ( | ||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||
Change in unrealized investment gains/losses, net of tax expense of $ | — | — | — | — | — | ||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Balances, September 30, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||
* During the three months ended September 30, 2024, we issued 337 common shares with a par value of $0.01 in connection with the exercise of options and vesting of restricted stock units granted under our stock plans, which is not identifiable in this schedule due to rounding.
See accompanying notes to condensed consolidated financial statements (unaudited).
9
NMI HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| For the nine months ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities | (In Thousands) | ||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Net realized investment loss | |||||||||||
| Depreciation and amortization | |||||||||||
| Net accretion of discount on investment securities | ( | ( | |||||||||
| Loss on extinguishment of debt | |||||||||||
| Amortization of debt discount and debt issuance costs | |||||||||||
| Deferred income taxes | |||||||||||
| Share-based compensation expense | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Premiums receivable, net | ( | ( | |||||||||
| Accrued investment income | ( | ( | |||||||||
| Deferred policy acquisition costs, net | ( | ||||||||||
| Reinsurance recoverable | ( | ( | |||||||||
| Other assets | ( | ( | |||||||||
| Unearned premiums | ( | ( | |||||||||
| Reserve for insurance claims and claim expenses | |||||||||||
| Reinsurance balances, net | ( | ( | |||||||||
| Accounts payable and accrued expenses | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Purchase of short-term investments | ( | ( | |||||||||
| Purchase of fixed-maturity investments, available-for-sale | ( | ( | |||||||||
| Proceeds from maturities of short-term investments | |||||||||||
| Proceeds from maturities and redemptions of fixed-maturity investments, available-for-sale | |||||||||||
| Proceeds from sales of fixed-maturity investments, available-for-sale | |||||||||||
| Additions to software and equipment | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from issuance of common stock related to employee equity plans | |||||||||||
| Taxes paid related to net share settlement of equity awards | ( | ( | |||||||||
| Proceeds from senior unsecured notes | |||||||||||
| Repayments of senior secured notes | ( | ||||||||||
| Payments of debt issuance costs | ( | ||||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase in cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Interest paid | $ | $ | |||||||||
| Income taxes paid | |||||||||||
10
NMI HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Organization, Basis of Presentation and Summary of Accounting Principles
NMI Holdings, Inc. (NMIH) is a Delaware corporation, incorporated in May 2011 to provide private mortgage guaranty insurance (which we refer to as mortgage insurance or MI) through its wholly-owned insurance subsidiaries, National Mortgage Insurance Corporation (NMIC) and National Mortgage Reinsurance Inc One (Re One). Our common stock is listed on the Nasdaq exchange under the ticker symbol “NMIH.”
NMIC, our primary insurance subsidiary, issued its first mortgage insurance policy in April 2013. NMIC is licensed to write mortgage insurance in all 50 states and the District of Columbia (D.C.). Re One historically provided reinsurance coverage to NMIC in accordance with certain statutory risk retention requirements. Such requirements have been repealed and the reinsurance coverage provided by Re One to NMIC has been commuted. Re One remains a wholly-owned, licensed insurance subsidiary; however, it does not currently have active insurance exposures. In August 2015, NMIH capitalized a wholly-owned subsidiary, NMI Services, Inc. (NMIS), through which we offer outsourced loan review services to mortgage loan originators. We operate as a single segment for the purposes of assessing performance and making operating decisions.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements, which include the results of NMIH and its wholly-owned subsidiaries, have been prepared in accordance with the instructions to Form 10-Q as prescribed by the SEC for interim reporting and include other information and disclosures required by accounting principles generally accepted in the U.S. (GAAP). Our accounts are maintained in U.S. dollars. These statements should be read in conjunction with our consolidated financial statements and notes thereto for the year ended December 31, 2024, included in our 2024 10-K. All intercompany transactions have been eliminated. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities as of the balance sheet date. Estimates also affect the reported amounts of income and expenses for the reporting period. Actual results could differ from those estimates. In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments (including normal recurring adjustments) that are necessary to present a fair statement of financial position, results of operations and cash flows for the periods presented. The results of operations for the interim period may not be indicative of the results that may be expected for the full year ending December 31, 2025.
Significant Accounting Principles
There have been no changes to our significant accounting principles as described in Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 2 - Summary of Accounting Principles” of our 2024 10-K.
Recent Accounting Pronouncements – Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). The update enhances the disclosure requirements related to tax rate reconciliations and income taxes paid, and took effect for all public business entities for annual reporting periods beginning after December 15, 2024. We adopted this ASU on January 1, 2025 and will include enhanced disclosures in our fiscal year-end 2025 annual consolidated financial statements, as applicable.
Recent Accounting Pronouncements – Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expense (Topic 220). The update expands disclosure requirements related to certain income statement expenses, including a requirement to provide a tabular disaggregation of certain operating expenses by category. The standard will take effect for all public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact the adoption of this ASU will have, if any, on our consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Targeted Accounting for Internal-Use Software (Topic 350). The update clarifies the criteria surrounding the capitalization of certain costs and expands related disclosure requirements. The standard will take effect for all public business entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact the adoption of this ASU will have, if any, on our consolidated financial statements.
11
NMI HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
2. Investments
We hold all investments on an available-for-sale basis at fair value on our condensed consolidated balance sheets and evaluate each position quarterly for impairment. We recognize an impairment on a security through the statement of operations if (i) we intend to sell the impaired security; or (ii) it is more likely than not that we will be required to sell the impaired security prior to recovery of its amortized cost basis. If a sale is intended or likely to be required, we recognize an impairment loss equivalent to the difference of the amortized cost basis of the security and its fair value through the condensed consolidated statements of operations and comprehensive income as a “Net Realized Investment Loss.” In the event of an impairment of a security that we intend to and have the ability to hold to maturity, we evaluate the drivers of the impairment to determine the portion that is credit related and the portion that is non-credit related. The portion of impairment loss that is attributed to credit related factors is recognized through the statement of operations as a provision for credit loss and the portion that is attributed to non-credit related factors is recognized in other comprehensive income, net of taxes.
Fair Values and Gross Unrealized Gains and Losses on Investments
| Amortized Cost | Gross Unrealized | Fair Value | |||||||||||||||||||||
| Gains | Losses | ||||||||||||||||||||||
| As of September 30, 2025 | (In Thousands) | ||||||||||||||||||||||
| U.S. Treasury securities and obligations of U.S. government agencies | $ | $ | $ | ( | $ | ||||||||||||||||||
| Municipal debt securities | ( | ||||||||||||||||||||||
| Corporate debt securities | ( | ||||||||||||||||||||||
| Asset-backed securities | ( | ||||||||||||||||||||||
| Total bonds | ( | ||||||||||||||||||||||
| Short-term investments | ( | ||||||||||||||||||||||
| Total investments | $ | $ | $ | ( | $ | ||||||||||||||||||
| Amortized Cost | Gross Unrealized | Fair Value | |||||||||||||||||||||
| Gains | Losses | ||||||||||||||||||||||
| As of December 31, 2024 | (In Thousands) | ||||||||||||||||||||||
| U.S. Treasury securities and obligations of U.S. government agencies | $ | $ | $ | ( | $ | ||||||||||||||||||
| Municipal debt securities | ( | ||||||||||||||||||||||
| Corporate debt securities | ( | ||||||||||||||||||||||
| Asset-backed securities | ( | ||||||||||||||||||||||
| Total bonds | ( | ||||||||||||||||||||||
| Short-term investments | |||||||||||||||||||||||
| Total investments | $ | $ | $ | ( | $ | ||||||||||||||||||
We did not own any mortgage-backed securities in our asset-backed securities portfolio at September 30, 2025 or December 31, 2024.
12
NMI HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The following table presents a breakdown of the fair value of our corporate debt securities by issuer industry group as of September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Financial | % | % | |||||||||
| Consumer | |||||||||||
| Utilities | |||||||||||
| Industrial | |||||||||||
| Communications | |||||||||||
| Technology | |||||||||||
| Basic materials | |||||||||||
| Total | % | % | |||||||||
As of September 30, 2025 and December 31, 2024, approximately $5.4 million and $5.3 million, respectively, of our cash and investments were held in the form of U.S. Treasury securities on deposit with various state insurance departments to satisfy regulatory requirements.
Scheduled Maturities
The amortized cost and fair value of available-for-sale securities as of September 30, 2025 and December 31, 2024, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Because most asset-backed securities provide for periodic payments throughout their lives, they are listed below in a separate category.
| As of September 30, 2025 | Amortized Cost | Fair Value | |||||||||
| (In Thousands) | |||||||||||
| Due in one year or less | $ | $ | |||||||||
| Due after one through five years | |||||||||||
| Due after five through ten years | |||||||||||
| Due after ten years | |||||||||||
| Asset-backed securities | |||||||||||
| Total investments | $ | $ | |||||||||
| As of December 31, 2024 | Amortized Cost | Fair Value | |||||||||
| (In Thousands) | |||||||||||
| Due in one year or less | $ | $ | |||||||||
| Due after one through five years | |||||||||||
| Due after five through ten years | |||||||||||
| Due after ten years | |||||||||||
| Asset-backed securities | |||||||||||
| Total investments | $ | $ | |||||||||
Aging of Unrealized Losses
As of September 30, 2025, the investment portfolio had gross unrealized losses of $95.5 million, of which $95.1 million were associated with securities that had been in an unrealized loss position for a period of twelve months or longer. As of December 31, 2024, the investment portfolio had gross unrealized losses of $158.6 million, of which $150.8 million were associated with securities that had been in an unrealized loss position for a period of twelve months or longer. For those securities in an unrealized loss position, the length of time the securities were in such a position is as follows:
13
NMI HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| Less Than Twelve Months | Twelve Months or Greater | Total | |||||||||||||||||||||||||||||||||
| # of Securities | Fair Value | Unrealized Losses | # of Securities | Fair Value | Unrealized Losses | # of Securities | Fair Value | Unrealized Losses | |||||||||||||||||||||||||||
| As of September 30, 2025 | ($ In Thousands) | ||||||||||||||||||||||||||||||||||
| U.S. Treasury securities and obligations of U.S. government agencies | $ | * | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
| Municipal debt securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Corporate debt securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Asset-backed securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Short-term investments | ( | ( | |||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Less Than Twelve Months | Twelve Months or Greater | Total | |||||||||||||||||||||||||||||||||
| # of Securities | Fair Value | Unrealized Losses | # of Securities | Fair Value | Unrealized Losses | # of Securities | Fair Value | Unrealized Losses | |||||||||||||||||||||||||||
| As of December 31, 2024 | ($ In Thousands) | ||||||||||||||||||||||||||||||||||
| U.S. Treasury securities and obligations of U.S. government agencies | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Municipal debt securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Corporate debt securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Asset-backed securities | ( | ( | |||||||||||||||||||||||||||||||||
| Short-term investments | * | * | |||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
* Amounts not identifiable due to rounding.
Allowance for Credit Losses
As of September 30, 2025 and December 31, 2024, we did not recognize an allowance for credit loss for any security in the investment portfolio and we did not record any provision for credit loss for investment securities during the three or nine months ended September 30, 2025 or 2024.
We evaluated the securities in an unrealized loss position as of September 30, 2025, assessing their credit ratings as well as any adverse conditions specifically related to the security. Based upon our assessment of the amount and timing of cash flows to be collected over the remaining life of each instrument, we believe the unrealized losses as of September 30, 2025 are not indicative of the ultimate collectability of the current amortized cost of the securities. Rather, the unrealized losses on securities held as of September 30, 2025 were primarily driven by fluctuations in interest rates, and to a lesser extent, movements in credit spreads following the purchase of those securities.
Net Investment Income
The following table presents the components of net investment income:
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In Thousands) | |||||||||||||||||||||||
Investment income (1) | $ | $ | $ | $ | |||||||||||||||||||
| Investment expenses | ( | ( | ( | ( | |||||||||||||||||||
| Net investment income | $ | $ | $ | $ | |||||||||||||||||||
(1) Includes interest income recognized on cash and cash equivalents of $0.9 million and $2.9 million during the three and nine months ended September 30, 2025, respectively, and $1.3 million and $4.2 million during the three and nine months ended September 30, 2024, respectively.
14
NMI HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The following table presents the components of net realized investment gains (losses):
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In Thousands) | |||||||||||||||||||||||
| Gross realized investment gains | $ | $ | $ | $ | |||||||||||||||||||
| Gross realized investment losses | ( | ( | ( | ( | |||||||||||||||||||
Net realized investment gains (losses) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
3. Fair Value of Financial Instruments
The following describes the valuation techniques used by us to determine the fair value of our financial instruments:
We established a fair value hierarchy by prioritizing the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under this standard are described below:
Level 1 – Fair value measurements based on quoted prices in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets. We do not adjust the quoted price for such instruments.
Level 2 – Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 – Fair value measurements based on valuation techniques that use significant inputs that are unobservable. Both observable and unobservable inputs may be used to determine the fair values of positions classified in Level 3. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability. Therefore, we must make certain assumptions, which require significant management judgment or estimation about the inputs a hypothetical market participant would use to value that asset or liability.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
Assets Classified as Level 1 and Level 2
To determine the fair value of securities available-for-sale in Level 1 and Level 2 of the fair value hierarchy, independent pricing sources have been utilized. One price is provided per security based on observable market data. To ensure securities are appropriately classified in the fair value hierarchy, we review the pricing techniques and methodologies of the independent pricing sources and believe that their policies adequately consider market activity, either based on specific transactions for the issue valued or based on modeling of securities with similar credit quality, duration, yield and structure that were recently traded. A variety of inputs are utilized by the independent pricing sources including benchmark yields, reported trades, non-binding broker/dealer quotes, issuer spreads, two sided markets, benchmark securities, bids, offers and reference data including data published in market research publications. Inputs may be weighted differently for any security, and not all inputs are used for each security evaluation. Market indicators, industry and economic events are also considered. This information is evaluated using a multidimensional pricing model. Quality controls are performed by the independent pricing sources throughout this process, which include reviewing tolerance reports, trading information and data changes, and directional moves compared to market moves. This model combines all inputs to arrive at a value assigned to each security. We have not made any adjustments to the prices obtained from the independent pricing sources.
15
NMI HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The following tables present the level within the fair value hierarchy at which our financial instruments were measured:
| Fair Value Measurements Using | |||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Fair Value | ||||||||||||||||||||
| As of September 30, 2025 | (In Thousands) | ||||||||||||||||||||||
| U.S. Treasury securities and obligations of U.S. government agencies | $ | $ | $ | $ | |||||||||||||||||||
| Municipal debt securities | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||
| Cash, cash equivalents and short-term investments | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Fair Value Measurements Using | |||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Fair Value | ||||||||||||||||||||
| As of December 31, 2024 | (In Thousands) | ||||||||||||||||||||||
| U.S. Treasury securities and obligations of U.S. government agencies | $ | $ | $ | $ | |||||||||||||||||||
| Municipal debt securities | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||
| Cash, cash equivalents and short-term investments | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
There were no transfers between Level 2 and Level 3 of the fair value hierarchy during the nine months ended September 30, 2025 or the year ended December 31, 2024.
Financial Instruments Not Measured at Fair Value
On May 21, 2024, we issued $425 million aggregate principal amount of senior unsecured notes that mature on August 15, 2029 (the 2024 Notes). Proceeds from the 2024 Notes offering were primarily used to repay our then outstanding $400 million senior secured notes (the 2020 Notes). At September 30, 2025, the 2024 Notes were carried at a cost of $416.5 million, net of unamortized debt issuance costs and an original issue discount totaling $8.5 million, and had a fair value of $440.5 million as assessed under our Level 2 hierarchy. At December 31, 2024, the 2024 Notes were carried at a cost of $415.1 million, net of unamortized debt issuance costs and an original issue discount totaling $9.9 million, and had a fair value of $429.6 million.
4. Debt
Senior Unsecured Notes
At September 30, 2025, we had $425 million aggregate principal amount of senior unsecured notes outstanding. The 2024 Notes were issued pursuant to an indenture dated May 21, 2024 and bear interest at a rate of 6.00 %, payable semi-annually on February 15 and August 15.
The 2024 Notes mature on August 15, 2029. We may elect to redeem the 2024 Notes in whole or in part at any time prior to July 15, 2029 at a price equal to the greater of (1) the aggregate principal balance outstanding plus the present value of all future interest payments due through July 15, 2029, and (2) the aggregate principal balance due plus any accrued and unpaid interest. We may elect to redeem the 2024 Notes in whole or in part at any time on or after July 15, 2029 at a price equal to 100 %
16
NMI HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
of the aggregate principal amount of the 2024 Notes to be redeemed plus accrued and unpaid interest thereon.
In connection with the 2024 Notes offering, we recorded capitalized debt issuance costs and an original issue discount of $10.9 million. Such amount will be amortized over the contractual life of the 2024 Notes using the effective interest method and included in interest expense. The effective interest rate on the 2024 Notes is 6.583 %. At September 30, 2025 and December 31, 2024, $8.5 million and $9.9 million, respectively, of unamortized debt issuance costs and original issue discount remained.
At September 30, 2025 and December 31, 2024, $3.3 million and $15.6 million, respectively, of accrued and unpaid interest on the 2024 Notes was included in “Accounts Payable and Accrued Expenses” on our condensed consolidated balance sheets.
During the nine months ended September 30, 2024, we recorded a $6.8
Revolving Credit Facility
On April 29, 2024, we entered into a new $250 million five-year unsecured revolving credit facility (the 2024 Revolving Credit Facility) to replace our then outstanding $250 million four-year secured revolving credit facility (the 2021 Revolving Credit Facility). The 2024 Revolving Credit Facility matures on May 21, 2029. Borrowings under the 2024 Revolving Credit Facility may be used for general corporate purposes, including to support growth, new business production and operations, and accrue interest at a variable rate equal to, at our discretion, (i) a Base Rate (as defined in the 2024 Revolving Credit Facility) subject to a floor of 1.00 % per annum plus a margin of 0.375 % to 1.875 % per annum, or (ii) the Adjusted Term Secured Overnight Financing Rate (SOFR, as defined in the 2024 Revolving Credit Facility) plus a margin of 1.375 % to 2.875 % per annum, with the margin in each of (i) or (ii) based on our applicable corporate credit rating at the time. As of September 30, 2025 and December 31, 2024, no
Under the 2024 Revolving Credit Facility, we are required to pay a quarterly commitment fee on the average daily undrawn amount of 0.175 % to 0.525 %, based on the applicable corporate credit rating at the time. As of September 30, 2025, the applicable commitment fee was 0.225 %. For the three and nine months ended September 30, 2025, we recorded $0.1 million and $0.4 million, respectively, of commitment fees in interest expense.
We incurred debt issuance costs of $2.1 million in connection with the 2024 Revolving Credit Facility and had $0.6 million of unamortized debt issuance costs associated with the 2021 Revolving Credit Facility remaining at the time of its replacement. Combined unamortized debt issuance costs are amortized through interest expense on a straight-line basis over the contractual life of the 2024 Revolving Credit Facility. At September 30, 2025 and December 31, 2024, remaining unamortized deferred debt issuance costs of $1.9 million and $2.3 million, respectively, were recorded in “Other Assets” on our condensed consolidated balance sheets.
Under the 2024 Revolving Credit Facility we are subject to certain covenants, including a maximum debt-to-total capitalization ratio of 35 %, a minimum consolidated net worth requirement (as defined therein), and a requirement to maintain compliance with the financial standards prescribed by the private mortgage insurer eligibility requirements (PMIERs). We were in compliance with all covenants at September 30, 2025.
5. Reinsurance
We enter into third-party reinsurance transactions to actively manage our risk, ensure compliance with PMIERs, state regulatory and other applicable capital requirements (respectively, as defined therein), and support the growth of our business. The Wisconsin Office of the Commissioner of Insurance (Wisconsin OCI) has approved and the GSEs have indicated their non-objection to all such transactions (subject to certain conditions and ongoing review).
17
NMI HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The effect of our reinsurance agreements on premiums written and earned is as follows:
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In Thousands) | |||||||||||||||||||||||
| Net premiums written | |||||||||||||||||||||||
| Direct | $ | $ | $ | $ | |||||||||||||||||||
Ceded (1) | ( | ( | ( | ( | |||||||||||||||||||
| Net premiums written | $ | $ | $ | $ | |||||||||||||||||||
| Net premiums earned | |||||||||||||||||||||||
| Direct | $ | $ | $ | $ | |||||||||||||||||||
Ceded (1) | ( | ( | ( | ( | |||||||||||||||||||
| Net premiums earned | $ | $ | $ | $ | |||||||||||||||||||
(1) Net of profit commission.
Quota Share Reinsurance
NMIC is party to eight quota share reinsurance treaties – the 2018 QSR Transaction, effective January 1, 2018 and as modified April 1, 2025, the 2020 QSR Transaction, effective April 1, 2020 and as amended January 1, 2024, the 2021 QSR Transaction, effective January 1, 2021 and as modified July 1, 2025, the 2022 QSR Transaction, effective October 1, 2021, the 2022 Seasoned QSR Transaction, effective July 1, 2022, the 2023 QSR Transaction, effective January 1, 2023, the 2024 QSR Transaction, effective January 1, 2024, and the 2025 QSR Transaction, effective January 1, 2025 – which we refer to collectively as the QSR Transactions.
Under each of the QSR Transactions, NMIC cedes a proportional share of its risk on eligible policies to panels of third-party reinsurance providers in exchange for reimbursement of ceded claims and claim expenses on covered policies, a ceding commission and a profit commission (up to a contractually defined maximum) that varies directly and inversely with ceded claims.
NMIC may terminate any or all of the QSR Transactions without penalty if, due to a change in PMIERs requirements, it is no longer able to take full PMIERs asset credit for the RIF ceded under the respective agreements. Additionally, under the terms of the QSR Transactions, NMIC may elect to selectively terminate its engagement with individual reinsurers on a run-off basis (i.e., reinsurers continue providing coverage on all risk ceded prior to the termination date, with no new cessions going forward) or cut-off basis (i.e., the reinsurance arrangement is completely terminated with NMIC recapturing all previously ceded risk) under certain circumstances. Such selective termination rights arise when, among other reasons, a reinsurer experiences a deterioration in its capital position below a prescribed threshold and/or a reinsurer breaches (and fails to cure) its collateral posting obligations under the relevant agreement.
Each of the third-party reinsurance providers that is party to the QSR Transactions has an insurer financial strength rating of A- or better by S&P, A.M. Best or both.
The following table presents the inception date, covered production period, contractual and optional termination dates, current cession rate, ceding commission and profit commission for each outstanding QSR Transaction. Current amounts are presented as of September 30, 2025.
18
NMI HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Inception Date | Covered Production | Contractual Termination date | Optional Termination date | Ceding Percentage | Ceding Commission | Profit Commission | ||||||||||||||||||||||||||||||||
2018 QSR | 1/1/2018 | 1/1/2018 – 12/31/2018 1/1/2019 – 12/31/2019 | 12/31/2029 | 12/31/2022 (1) | up to | |||||||||||||||||||||||||||||||||
2020 QSR | 4/1/2020 | 4/1/2020 – 12/31/2020 | 12/31/2030 | 12/31/2025 (1) | up to | |||||||||||||||||||||||||||||||||
2021 QSR | 1/1/2021 | 1/1/2021 – 10/30/2021 | 12/31/2031 | 12/31/2024 (1) | up to | |||||||||||||||||||||||||||||||||
2022 QSR | 10/1/2021 | 10/30/2021 – 12/31/2022 | 12/31/2032 | 12/31/2024 (2) | up to | |||||||||||||||||||||||||||||||||
2022 Seasoned QSR | 7/1/2022 | 1/1/2013 – 12/31/2016 7/1/2019 –3/31/2020 | 6/30/2032 | 6/30/2025 (3) | up to | |||||||||||||||||||||||||||||||||
2023 QSR | 1/1/2023 | 1/1/2023 – 12/31/2023 | 12/31/2033 | 12/31/2025 (2) | up to | |||||||||||||||||||||||||||||||||
2024 QSR | 1/1/2024 | 1/1/2024 – 12/31/2024 | 12/31/2034 | 12/31/2027 (1) | up to | |||||||||||||||||||||||||||||||||
2025 QSR | 1/1/2025 | 1/1/2025 – 12/31/2025 | 12/31/2035 | 12/31/2027 (4) | up to | |||||||||||||||||||||||||||||||||
(1) NMIC has the option, based on certain conditions and subject to a termination fee, to terminate the agreement as of the optional termination date, or at the end of any calendar quarter thereafter which could result in NMIC recapturing the related risk.
(2) NMIC has the option, based on certain conditions and subject to a termination fee, to terminate the agreement as of the optional termination, or semi-annually thereafter, which could result in NMIC recapturing the related risk.
(3) NMIC has the option, based on certain conditions, to terminate the agreement as of June 30, 2025 or quarterly thereafter through December 31, 2027 with the payment of a termination fee, and as of March 31, 2028 or quarterly thereafter without the payment of a termination fee. Such termination could result in NMIC recapturing the related risk.
(4) NMIC also holds a clean-up call that provides for termination of the agreement at its election at any time on or after the date the risk on remaining covered policies falls to 10% or less of the risk on covered policies at December 31, 2025.
(5) Under the terms of the 2018 QSR Transaction, NMIC cedes premiums earned related to 21 % of the risk on eligible policies written in 2018 and 17 % of the risk on eligible policies written in 2019.
(6) Under the terms of the 2022 Seasoned QSR Transaction, NMIC cedes premiums earned related to 95 % of the risk on eligible policies after the consideration of coverage provided by other QSR transactions.
Concurrent with the placement of the 2025 QSR Transaction, NMIC entered into two additional sequential quota share reinsurance treaties that will provide coverage for mortgage insurance policies to be written in 2026 and 2027 (the 2026 QSR Transaction and 2027 QSR Transaction). Under the terms of the 2026 QSR Transaction, NMIC will cede premiums earned related to 20 % of the risk on eligible policies written between January 1, 2026 and December 31, 2026. Under the terms of the 2027 QSR Transaction, NMIC will cede premiums earned related to 12 % of the risk on eligible policies written between January 1, 2027 and December 31, 2027.
The following table shows amounts related to the QSR Transactions:
| As of and for the three months ended | As of and for the nine months ended | ||||||||||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | ||||||||||||||||||||
| (In Thousands) | |||||||||||||||||||||||
| Ceded risk-in-force | $ | $ | $ | $ | |||||||||||||||||||
| Ceded premiums earned | ( | ( | ( | ( | |||||||||||||||||||
Ceded claims and claim expenses (1) | |||||||||||||||||||||||
| Ceding commission earned | |||||||||||||||||||||||
| Profit commission | |||||||||||||||||||||||
(1) Includes a $0.3 million termination fee for the nine months ended September 30, 2025 incurred in connection with the termination of the 2016 QSR Transaction and amendment of the 2018 and 2021 QSR Transactions.
Under the QSR Transactions, payments for ceded premiums earned are accrued and settled on a quarterly basis, offset by amounts due to NMIC for ceding commissions, profit commissions and loss recoveries. Ceded claims and claim expenses reduce the profit commission due to NMIC under each respective QSR Transaction on a dollar-for-dollar basis.
19
NMI HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NMIC's reinsurance recoverable balance is supported by collateral trust accounts established and maintained by each reinsurer in accordance with the terms of the QSR Transactions and the PMIERs funding requirements for risk ceded to non-affiliates. The aggregate reinsurance recoverable on loss reserves related to the QSR Transactions was $35.3 million and $31.2 million as of September 30, 2025 and December 31, 2024, respectively. The reinsurance recoverable on loss reserves as of December 31, 2024 included $1.1 million related to the 2016 QSR Transaction, which was terminated as of July 1, 2025.
We remain directly liable for all claim payments if we are unable to collect the recoverables due from our reinsurers and establish an allowance for expected credit loss against our reinsurance recoverable if we do not expect to recover amounts due from one or more of our reinsurance counterparties. Our reinsurance recoverable is reported net of such allowance, if any. We actively monitor the counterparty credit profiles of our reinsurers and each is required to partially collateralize its obligations under the terms of the QSR Transactions. The allowance for credit loss established against our reinsurance recoverable was deemed immaterial as of September 30, 2025 and December 31, 2024.
Excess-of-loss Reinsurance
Traditional Reinsurance
NMIC is party to seven excess-of-loss reinsurance agreements with broad panels of third-party reinsurers – the 2022-1 XOL Transaction, effective April 1, 2022, the 2022-2 XOL Transaction, effective July 1, 2022, the 2022-3 XOL Transaction, effective October 1, 2022, the 2023-1 XOL Transaction, effective January 1, 2023, the 2023-2 XOL Transaction, effective July 1, 2023, the 2024 XOL Transaction, effective January 1, 2024, and the 2025 XOL Transaction, effective January 1, 2025 – which we refer to collectively as the XOL Transactions. Each XOL Transaction provides NMIC with aggregate excess-of-loss reinsurance coverage on a defined portfolio of mortgage insurance policies. Under each agreement, NMIC retains a first layer of aggregate loss exposure on covered policies and the reinsurers then provide second layer loss protection up to a defined reinsurance coverage amount. The reinsurance coverage amount of each XOL Transaction is set to approximate the PMIERs minimum required assets of its reference pool and decreases from its peak over a ten-year period in the event the PMIERs minimum required assets of the pool declines. NMIC retains losses in excess of the outstanding reinsurance coverage amount.
Under the terms of the XOL Transactions, NMIC makes risk premium payments to its third-party reinsurance providers for the outstanding reinsurance coverage amount and ceded aggregate premiums earned of $10.7 million and $31.2 million during the three and nine months ended September 30, 2025, respectively, and $9.8 million and $28.4 million during the three and nine months ended September 30, 2024, respectively. NMIC applies claims paid on covered policies against its first layer aggregate retained loss exposure under each agreement. NMIC did not cede any incurred losses on covered policies under the XOL Transactions during the three and nine months ended September 30, 2025 and 2024, as the aggregate first layer risk retention for each agreement was not exhausted during such periods.
NMIC holds optional termination rights which provide it the discretion to terminate each XOL Transaction on or after a specified date. NMIC may also elect to terminate the XOL Transactions at any point if the outstanding reinsurance coverage amount amortizes to 10% or less of the reinsurance coverage amount provided at inception, or if it determines that it will no longer be able to take full PMIERs asset credit for the coverage. Additionally, under the terms of the treaties, NMIC may selectively terminate its engagement with individual reinsurers under certain circumstances. Such selective termination rights arise when, among other reasons, a reinsurer experiences a deterioration in its capital position below a prescribed threshold, and/or a reinsurer breaches (and fails to cure) its collateral posting obligation.
Each of the third-party reinsurance providers that is party to the XOL Transactions has an insurer financial strength rating of A- or better by S&P Global Ratings (S&P), A.M. Best Company Inc. (A.M. Best) or both.
The following table presents the inception date, covered production period, initial and current reinsurance coverage amount, and initial and current first layer retained aggregate loss under each outstanding XOL Transaction. Current amounts are presented as of September 30, 2025.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| ($ values in thousands) | Inception Date | Covered Production | Initial Reinsurance Coverage | Current Reinsurance Coverage | Initial First Layer Retained Loss | Current First Layer Retained Loss (1) | ||||||||||||||||||||||||||
2022-1 XOL | April 1, 2022 | 10/1/2021 – 3/31/2022 (2) | $ | $ | $ | $ | ||||||||||||||||||||||||||
2022-2 XOL | July 1, 2022 | 4/1/2022 – 6/30/2022 (3) | ||||||||||||||||||||||||||||||
2022-3 XOL | October 1, 2022 | 7/1/2022 – 9/30/2022 | ||||||||||||||||||||||||||||||
2023-1 XOL | January 1, 2023 | 10/1/2022 – 6/30/2023 | ||||||||||||||||||||||||||||||
2023-2 XOL | July 1, 2023 | 7/1/2023 – 12/31/2023 | ||||||||||||||||||||||||||||||
2024 XOL | January 1, 2024 | 1/1/2024 – 12/31/2024 | ||||||||||||||||||||||||||||||
2025 XOL(4) | January 1, 2025 | 1/1/2025 – 12/31/2025 | ||||||||||||||||||||||||||||||
(1) NMIC applies claims paid on covered policies against its first layer aggregate retained loss exposure and cedes reserves for incurred claims and claim expenses to each applicable XOL Transaction and recognizes a reinsurance recoverable if such incurred claims and claim expenses exceed its current first layer retained loss.
(2) Approximately 1 % of the production covered by the 2022-1 XOL Transaction has coverage reporting dates between October 21, 2019 and September 30, 2021.
(3) Approximately 1 % of the production covered by the 2022-2 XOL Transaction has coverage reporting dates between January 4, 2021 and March 31, 2022.
(4) The initial reinsurance coverage, current reinsurance coverage, initial first layer retained loss and current first layer retained loss for the 2025 XOL Transaction will increase as incremental covered production is ceded under the transaction through December 31, 2025.
Concurrent with the placement of the 2025 XOL, NMIC entered into an excess-of-loss reinsurance treaty that will provide aggregate coverage for mortgage insurance policies to be written in 2026 (the 2026 XOL Transaction). Under the terms of the agreement, NMIC will retain a first layer of aggregate loss exposure on covered policies and its reinsurance counterparties will then provide second layer loss protection up to a defined reinsurance coverage amount of $164.2 million. NMIC retains losses in excess of the respective reinsurance coverage amounts.
NMIC entered into an additional excess-of-loss reinsurance treaty that will provide aggregate coverage for mortgage insurance policies covered under the existing 2021-1 ILN Transaction from April 1, 2026 (the 2026-2 XOL Transaction), at the time of its early redemption. The treaty incepts on April 1, 2026 and will expire on March 31, 2036. Under the terms of the agreement, NMIC will retain a first layer of aggregate loss exposure on covered policies, and its reinsurance counterparties will then provide second layer loss protection up to a defined reinsurance coverage amount of $160 million subject to adjustment on the date of inception based on the persistency of the underlying reference pool through such date. NMIC retains losses in excess of the respective reinsurance coverage amounts.
Insurance-Linked Notes
NMIC is a party to reinsurance agreements with Oaktown Re VI Ltd. and Oaktown Re VII Ltd. (special purpose reinsurance entities collectively referred to as the Oaktown Re Vehicles) effective April 27, 2021 and October 26, 2021, respectively. Each agreement provides NMIC with aggregate excess-of-loss reinsurance coverage on a defined portfolio of mortgage insurance policies. Under each agreement, NMIC retains a first layer of aggregate loss exposure on covered policies and the respective Oaktown Re Vehicle then provides second layer loss protection up to a defined reinsurance coverage amount. NMIC then retains losses in excess of the respective reinsurance coverage amounts.
NMIC makes risk premium payments to the Oaktown Re Vehicles for the applicable outstanding reinsurance coverage amount and pays an additional amount for anticipated operating expenses (capped at $250 thousand per year). NMIC ceded aggregate premiums to the Oaktown Re Vehicles of $3.0 million and $9.6 million during the three and nine months ended September 30, 2025, respectively, and $4.3 million and $16.1 million during the three and nine months ended September 30, 2024, respectively.
NMIC applies claims paid on covered policies against its first layer aggregate retained loss exposure under each excess-of-loss agreement. NMIC did not cede any incurred losses on covered policies to the Oaktown Re Vehicles during the three and nine months ended September 30, 2025 and 2024, as the aggregate first layer risk retention for each applicable agreement was not exhausted during such periods.
Under the terms of each excess-of-loss reinsurance agreement, the Oaktown Re Vehicles are required to fully collateralize their outstanding reinsurance coverage amount to NMIC with funds deposited into segregated reinsurance trusts. Such trust funds are required to be invested in short-term U.S. Treasury money market funds at all times. Each Oaktown Re Vehicle financed its respective collateral requirement through the issuance of mortgage insurance-linked notes to unaffiliated investors. Such insurance-linked notes mature 12.5 years from the inception date of their associated reinsurance agreement. We
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
refer to NMIC’s reinsurance agreements with and the insurance-linked note issuances by Oaktown Re Vehicles individually as the 2021-1 ILN Transaction and 2021-2 ILN Transaction, and collectively as the ILN Transactions.
The respective reinsurance coverage amounts provided by the Oaktown Re Vehicles decrease over a 12.5 -year period as the underlying insured mortgages are amortized or repaid, and/or the mortgage insurance coverage is canceled. As the reinsurance coverage decreases, a prescribed amount of collateral held in trust by the Oaktown Re Vehicles is distributed to ILN Transaction noteholders as amortization of the outstanding insurance-linked note principal balances. The outstanding reinsurance coverage amounts stop amortizing, and the distribution of collateral assets to ILN Transaction noteholders and amortization of insurance-linked note principal is suspended if certain credit enhancement or delinquency thresholds, as defined in each agreement, are triggered (each, a Lock-Out Event).
NMIC holds optional termination rights under each ILN Transaction, including, among others, an optional call feature which provides NMIC the discretion to terminate the transaction on or after a prescribed date, and a clean-up call if the outstanding reinsurance coverage amount amortizes to 10 % or less of the reinsurance coverage amount at inception or if NMIC reasonably determines that changes to GSE or rating agency asset requirements would cause a material and adverse effect on the capital treatment afforded to NMIC under a given agreement. In addition, there are certain events that trigger mandatory termination of an agreement, including NMIC’s failure to pay premiums or consent to reductions in a trust account to make principal payments to noteholders, among others.
The following table presents the inception date, covered production period, initial and current reinsurance coverage amount, and initial and current first layer retained aggregate loss under each outstanding ILN Transaction. Current amounts are presented as of September 30, 2025.
($ values in thousands) | Inception Date | Covered Production | Initial Reinsurance Coverage | Current Reinsurance Coverage | Initial First Layer Retained Loss | Current First Layer Retained Loss (1) | |||||||||||||||||||||||||||||||||||||||||
2021-1 ILN | April 27, 2021 | 10/1/2020 – 3/31/2021 (2) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
2021-2 ILN | October 26, 2021 | 4/1/2021 – 9/30/2021 (3) | |||||||||||||||||||||||||||||||||||||||||||||
(1) NMIC applies claims paid on covered policies against its first layer aggregate retained loss exposure and cedes reserves for incurred claims and claim expenses to each applicable ILN Transaction and recognizes a reinsurance recoverable if such incurred claims and claim expenses exceed its current first layer retained loss.
(2) Approximately 1 % of the production covered by the 2021-1 ILN Transaction has coverage reporting dates between July 1, 2019 and September 30, 2020.
(3) Approximately 2 % of the production covered by the 2021-2 ILN Transaction has coverage reporting dates between July 1, 2019 and March 31, 2021.
Under the terms of our ILN Transactions, we are required to maintain a certain level of restricted funds in premium deposit accounts with Bank of New York Mellon until the respective notes have been redeemed in full. “Cash and Cash Equivalents” on our condensed consolidated balance sheets includes a de minimis restricted amount as of September 30, 2025 and $0.1 million as of December 31, 2024.
6. Reserves for Insurance Claims and Claim Expenses
We hold gross reserves in an amount equal to the estimated liability for insurance claims and claim expenses related to defaults on insured mortgage loans. A loan is considered to be in “default” as of the payment date at which a borrower has missed the preceding two or more consecutive monthly payments. We establish reserves for loans that have been reported to us in default by servicers, referred to as case reserves, and additional loans that we estimate (based on actuarial review and other factors) to be in default that have not yet been reported to us by servicers, referred to as incurred but not reported (IBNR) reserves. We also establish reserves for claim expenses, which represent the estimated cost of the claim administration process, including legal and other fees, as well as other general expenses of administering the claim settlement process. As of September 30, 2025, we held gross reserves for insurance claims and claim expenses of $180.3 million. During the nine months ended September 30, 2025, we paid 281 claims totaling $16.1 million, including 271 claims covered under the QSR Transactions representing $3.2 million of ceded claims and claim expenses.
We had 7,093 loans in default in our primary insured portfolio as of September 30, 2025, which represented a 1.05 % default rate against 677,010 total policies in-force, and 6,642 loans in default in our primary portfolio as of December 31, 2024, which represented a 1.01 % default rate against 659,567 total policies in-force. The size of the reserve we establish for each defaulted loan (and by extension our aggregate reserve for claims and claim expenses) reflects our best estimate of the future claim payment to be made for each individual loan in default. Our future claims exposure is a function of the number of defaulted loans that progress to claim payment (which we refer to as frequency) and the amount to be paid to settle such claims (which we refer to as severity). Our estimates of claims frequency and severity are not formulaic, rather they are broadly synthesized based
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
on historical observed experience for similarly situated loans and assumptions about future macroeconomic factors.
The following table provides a reconciliation of the beginning and ending gross reserve balances for insurance claims and claim expenses:
| For the nine months ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In Thousands) | |||||||||||
| Beginning balance | $ | $ | |||||||||
Less reinsurance recoverables (1) | ( | ( | |||||||||
| Beginning balance, net of reinsurance recoverables | |||||||||||
| Add claims incurred: | |||||||||||
| Claims and claim expenses incurred: | |||||||||||
Current year (2) | |||||||||||
Prior years (3) | ( | ( | |||||||||
Total claims and claim expenses incurred (4) | |||||||||||
| Less claims paid: | |||||||||||
| Claims and claim expenses paid: | |||||||||||
Current year (2) | |||||||||||
Prior years (3) | |||||||||||
Reinsurance terminations (5) | ( | ||||||||||
| Total claims and claim expenses paid | |||||||||||
| Reserve at end of period, net of reinsurance recoverables | |||||||||||
Add reinsurance recoverables (1) | |||||||||||
| Ending balance | $ | $ | |||||||||
(1) Related to ceded losses recoverable under the QSR Transactions. See Note 5, “Reinsurance” for additional information.
(2) Related to insured loans with their most recent defaults occurring in the current year. For example, if a loan defaulted in a prior year and subsequently cured and later re-defaulted in the current year, the default would be included in the current year. Amounts are presented net of reinsurance and included $77.2 million attributed to net case reserves and $9.8 million attributed to net IBNR reserves for the nine months ended September 30, 2025 and $63.2 million attributed to net case reserves and $7.0 million attributed to net IBNR reserves for the nine months ended September 30, 2024.
(3) Related to insured loans with defaults occurring in prior years, which have been continuously in default before the start of the current year. Amounts are presented net of reinsurance and included $43.2 million attributed to net case reserves and $8.1 million attributed to net IBNR reserves for the nine months ended September 30, 2025 and $49.8 million attributed to net case reserves and $6.3 million attributed to net IBNR reserves for the nine months ended September 30, 2024.
(4) Excludes aggregate termination fees of $0.3 million for the nine months ended September 30, 2025 incurred in connection with the termination of the 2016 QSR Transaction and amendment of the 2018 and 2021 QSR Transactions.
(5) Represents the settlement of reinsurance recoverables in conjunction with the termination of the 2016 QSR Transaction and amendment of the 2018 and 2021 QSR Transactions.
The “claims incurred” section of the table above shows claims and claim expenses incurred on defaults occurring in current and prior years, including IBNR reserves, and is presented net of reinsurance. The amount of claims incurred relating to current year defaults increased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to an increase in the total number of new delinquencies emerging during the period tied to the growth and natural seasoning of our portfolio and an increase in the average case reserve established against newly defaulted loans. Our provision for claims and claim expenses during both the nine months ended September 30, 2025 and 2024 benefited from favorable development on prior year defaults. We recognized $52.4 million and $57.2 million of favorable prior year development during the nine months ended September 30, 2025 and 2024, respectively, primarily due to cure activity and ongoing analysis of recent loss development trends. We may increase or decrease our claim estimates and reserves as we learn additional information about individual defaulted loans, and continue to observe and analyze loss development trends in our portfolio. Gross reserves of $70.6 million related to prior year defaults remained as of September 30, 2025.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
7. Earnings per Share (EPS)
Basic EPS is based on the weighted average number of shares of common stock outstanding. Diluted EPS is based on the weighted average number of shares of common stock outstanding and common stock equivalents that would be issuable upon the vesting of service-based and performance and service-based restricted stock units (RSUs), and the exercise of vested and unvested stock options.
The following table reconciles the net income and the weighted average shares of common stock outstanding used in the computations of basic and diluted EPS of common stock:
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In Thousands, except for per share data) | |||||||||||||||||||||||
| Net income – basic and diluted | $ | $ | $ | $ | |||||||||||||||||||
Basic weighted average shares outstanding | |||||||||||||||||||||||
| Dilutive effect of issuable shares | |||||||||||||||||||||||
Diluted weighted average shares outstanding | |||||||||||||||||||||||
Earnings per share | |||||||||||||||||||||||
Basic | $ | $ | $ | $ | |||||||||||||||||||
Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Anti-dilutive shares | |||||||||||||||||||||||
8. Segment Reporting
We manage our business activities on a consolidated basis under a single reportable operating segment and our Chief Executive Officer (CEO) serves as our Chief Operating Decision Maker (CODM).
Our Mortgage Insurance segment provides private mortgage insurance and ancillary loan review services, and our CODM evaluates our performance and allocates resources based on our consolidated financial results, including consolidated revenue, expenses, net income, assets and shareholders' equity. Our CODM reviews these financial metrics to gauge our performance and make strategic decisions, such as whether to reinvest profits in our Mortgage Insurance segment or return capital to shareholders.
The significant revenue and expense categories that are regularly reviewed by our CODM align with those presented on our condensed consolidated statements of operations and comprehensive income, and segment assets align with total assets as those presented on our condensed consolidated balance sheets. The accounting policies governing our Mortgage Insurance segment are the same as those described in Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 2 - Summary of Accounting Principles” of our 2024 10-K.
9. Income Taxes
We are a U.S. taxpayer and are subject to a statutory U.S. federal corporate income tax rate of 21%. Taxable income is reported on our consolidated U.S. federal and various state income tax returns, filed by NMIH on behalf of itself and its subsidiaries. Our effective tax rate on pre-tax income was 22.4 % and 22.2 % for the three and nine months ended September 30, 2025, respectively, compared to 22.2 % and 22.3 % for the three and nine months ended September 30, 2024, respectively. Our provision for income taxes for interim reporting periods is established based on our estimated annual effective tax rate for a given
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
year. Our effective tax rate may fluctuate between interim periods due to the impact of discrete items not included in our estimated annual effective tax rate, including the tax effects associated with the vesting of RSUs and exercise of options. Such items are treated on a discrete basis in the reporting period in which they occur.
As a mortgage guaranty insurance company, we are eligible to claim a tax deduction for our statutory contingency reserve balance, subject to certain limitations outlined under IRC Section 832(e), and only to the extent we acquire tax and loss bonds in an amount equal to the tax benefit derived from the claimed deduction, which is our intent. As a result, our interim provision for income taxes for the three and nine months ended September 30, 2025 and 2024 primarily represents a change in our net deferred tax liability. As of September 30, 2025 and December 31, 2024, we held $322.2
10. Stockholders' Equity
On July 31, 2023, our Board of Directors authorized a $200 million share repurchase program (the 2023 Repurchase Program), effective through December 31, 2025. On February 5, 2025, our Board of Directors authorized an additional $250 million repurchase program (the 2025 Repurchase Program), effective through December 31, 2027, and extended the effectiveness of the 2023 Repurchase Program through December 31, 2027 to align its remaining tenor with that of the 2025 Repurchase Program. The authorizations provide us with the flexibility, based on market and business conditions, stock price and other factors, to repurchase stock from time to time through open market purchases, privately negotiated transactions, or other means, including pursuant to Rule 10b5-1 trading plans.
During the nine months ended September 30, 2025, we repurchased 2.0 million shares at an average price of $37.33 per share (excluding associated costs and applicable taxes). As of September 30, 2025, we had $256.4 million of repurchase authority remaining.
11. Premiums Receivable, Net
Premiums receivable consists of premiums due on our mortgage insurance policies. If a mortgage insurance premium is unpaid for more than 120 days, the associated receivable is written off against earned premium and the related insurance policy is canceled. Premiums receivable may be written off prior to 120 days in the ordinary course of business for non-credit events including, but not limited to, the modification or refinancing of an underlying insured loan. We established a $1.5 million and $2.2 million reserve for premium write-offs at September 30, 2025 and December 31, 2024, respectively.
We separately recognize an allowance for credit losses for premiums receivable based on credit losses expected to arise over the life of the receivable. Due to the nature of our insurance policies (a necessary precondition for access to mortgage credit for covered borrowers) and the short duration of the related receivables, we do not typically experience credit losses against our premium receivables and the allowance for credit loss established on premium receivable was deemed immaterial at September 30, 2025 and December 31, 2024.
12. Regulatory Information
Statutory Requirements
Our insurance subsidiaries, NMIC and Re One, file financial statements in conformity with statutory accounting principles (SAP) prescribed or permitted by the Wisconsin OCI, NMIC's principal regulator. Prescribed SAP includes state laws, regulations and general administrative rules, as well as a variety of publications of the National Association of Insurance Commissioners (NAIC). The Wisconsin OCI recognizes only statutory accounting practices prescribed or permitted by the state of Wisconsin for determining and reporting the financial condition and results of operations of an insurance company and for determining its solvency under Wisconsin insurance laws.
NMIC and Re One generated combined statutory net income of $30.7 million and $98.0 million for the three and nine months ended September 30, 2025, respectively, compared to $20.0 million and $90.7 million for the three and nine months ended September 30, 2024, respectively.
The Wisconsin OCI has imposed a prescribed accounting practice for the treatment of statutory contingency reserves that differs from the treatment promulgated by the NAIC. Under Wisconsin OCI's prescribed practice mortgage guaranty insurers are required to reflect changes in their contingency reserves through statutory income. Such approach contrasts with the NAIC's treatment, which records changes to contingency reserves directly to unassigned funds. As a Wisconsin-domiciled insurer, NMIC's statutory net income reflects an expense associated with the change in its contingency reserve. While such treatment impacts NMIC's statutory net income, it does not have an effect on NMIC's statutory capital position.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The following table presents NMIC's statutory surplus, contingency reserve, statutory capital and risk-to-capital (RTC) ratio as of September 30, 2025 and December 31, 2024.
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| (In Thousands) | |||||||||||||||||||||||
| Statutory surplus | $ | $ | |||||||||||||||||||||
| Contingency reserve | |||||||||||||||||||||||
Statutory capital (1) | $ | $ | |||||||||||||||||||||
| Risk-to-capital | |||||||||||||||||||||||
(1) Represents the total of the statutory surplus and contingency reserve.
Re One had $2.1
NMIH is not subject to any limitations on its ability to pay dividends except those generally applicable to corporations that are incorporated in Delaware. Delaware law provides that dividends are only payable out of a corporation's capital surplus or, subject to certain limitations, recent net profits.
NMIC and Re One are subject to certain 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. NMIC has the capacity to pay $98.4 million of aggregate ordinary dividends to NMIH during the twelve-month period ending December 31, 2025, and, on June 2, 2025, NMIC paid a $98.4 million ordinary course dividend to NMIH.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following analysis should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this report and our audited financial statements, notes thereto and “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our 2024 10-K, for a more complete understanding of our financial position and results of operations. In addition, investors should review the “Cautionary Note Regarding Forward-Looking Statements” above and the “Risk Factors” detailed in Part II, Item 1A of this report and in Part I, Item 1A of our 2024 10-K, as subsequently updated in other reports we file with the SEC, for a discussion of those risks and uncertainties that have the potential to affect our business, financial condition, results of operations, cash flows or prospects in a material and adverse manner. Our results of operations for interim periods are not necessarily indicative of results to be expected for a full fiscal year or for any other period.
Overview
We provide private MI through our primary insurance subsidiary, NMIC. NMIC is wholly-owned, domiciled in Wisconsin and principally regulated by the Wisconsin OCI. NMIC is approved as an MI provider by the GSEs and is licensed to write coverage in all 50 states and D.C. Our subsidiary, NMIS, provides outsourced loan review services to mortgage loan originators and our subsidiary, Re One, historically provided reinsurance coverage to NMIC in accordance with certain statutory risk retention requirements. Such requirements have been repealed and the reinsurance coverage provided by Re One to NMIC has been commuted. Re One remains a wholly-owned, licensed insurance subsidiary; however, it does not currently have active insurance exposures.
MI protects lenders and investors from default-related losses on a portion of the unpaid principal balance of a covered mortgage. MI plays a critical role in the U.S. housing market by mitigating mortgage credit risk and facilitating the secondary market sale of high- loan-to-value (LTV) (i.e., above 80%) residential loans to the GSEs, who are otherwise restricted by their charters from purchasing or guaranteeing high-LTV mortgages that are not covered by certain credit protections. Such credit protection and secondary market sales allow lenders to increase their capacity for mortgage commitments and expand financing access to existing and prospective homeowners.
NMIH, a Delaware corporation, was incorporated in May 2011, and we began start-up operations in 2012 and wrote our first MI policy in 2013. Since formation, we have sought to establish customer relationships with a broad group of mortgage lenders and build a diversified, high-quality insured portfolio. As of September 30, 2025, we had issued master policies with 2,172 customers, including national and regional mortgage banks, money center banks, credit unions, community banks, builder-owned mortgage lenders, internet-sourced lenders and other non-bank lenders. As of September 30, 2025, we had $218.4 billion of primary insurance-in-force (IIF) and $58.5 billion of primary risk-in-force (RIF).
We believe that our success in acquiring a large and diverse group of lender customers and growing a portfolio of high-quality IIF traces to our founding principles, whereby we aim to help qualified individuals achieve their homeownership goals, ensure that we remain a strong and credible counter-party, deliver a high-quality customer service experience, establish a differentiated risk management approach that emphasizes the individual underwriting review or validation of the vast majority of the loans we insure, utilizing our proprietary Rate GPS® pricing platform to dynamically evaluate risk and price our policies, and foster a culture of collaboration and excellence that helps us attract and retain experienced industry leaders.
Our strategy is to continue to build on our position in the private MI market, expand our customer base and grow our insured portfolio of high-quality residential loans by focusing on long-term customer relationships, disciplined and proactive risk selection and pricing, fair and transparent claim payment practices, responsive customer service, and financial strength and profitability.
Our common stock trades on the Nasdaq under the symbol “NMIH.” Our headquarters is located in Emeryville, California. As of September 30, 2025, we had 228 employees. Our corporate website is located at www.nationalmi.com. Our website and the information contained on or accessible through our website are not incorporated by reference into this report.
We discuss below our results of operations for the periods presented, as well as the conditions and trends that have impacted or are expected to impact our business, including new insurance writings, the composition of our insurance portfolio and other factors that we expect to impact our results.
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Conditions and Trends Affecting Our Business
Macroeconomic Developments
Macroeconomic factors, including persistent inflation, elevated interest rates, flagging consumer confidence and increasing jobless claims could have a pronounced impact on the housing market, the mortgage insurance industry and our business in future periods. A marked decline in housing demand, a significant and protracted decrease in house prices or a sustained increase in unemployment could reduce the pace of new business activity in the private mortgage insurance market and negatively impact our future new insurance written (NIW) volume, or contribute to an increase in our future default and claim experience.
Key Factors Affecting Our Results
New Insurance Written, Insurance-In-Force and Risk-In-Force
NIW is the aggregate unpaid principal balance of mortgages underpinning new policies written during a given period. Our NIW is affected by the overall size of the mortgage origination market and the volume of high-LTV mortgage originations. Our NIW is also affected by the percentage of such high-LTV originations covered by private versus government MI or other alternative credit enhancement structures and our share of the private MI market. NIW, together with persistency, drives our IIF. IIF is the aggregate unpaid principal balance of the mortgages we insure, as reported to us by servicers at a given date, and represents the sum total of NIW from all prior periods less principal payments on insured mortgages and policy cancellations (including for prepayment, nonpayment of premiums, coverage rescission and claim payments). RIF is related to IIF and represents the aggregate amount of coverage we provide on all outstanding policies at a given date. RIF is calculated as the sum total of the coverage percentage of each individual policy in our portfolio applied to the unpaid principal balance of such insured mortgage. RIF is affected by IIF and the LTV profile of our insured mortgages, with lower LTV loans generally having a lower coverage percentage and higher LTV loans having a higher coverage percentage. Gross RIF represents RIF before consideration of reinsurance. Net RIF is gross RIF net of ceded reinsurance.
Net Premiums Written and Net Premiums Earned
We set our premium rates on individual policies based on the risk characteristics of the underlying mortgage loans and borrowers, and in accordance with our filed rates and applicable rating rules. We primarily price our policies through a proprietary risk-based pricing platform, which we refer to as Rate GPS®. Rate GPS® considers a broad range of individual variables, including property type, type of loan product, borrower credit characteristics, and lender and market factors, and provides us with the ability to set and charge premium rates commensurate with the underlying risk of each loan that we insure. While most of our new business is priced through Rate GPS®, we also offer a rate card pricing option to a limited number of lender customers who require a rate card for operational reasons. We believe that the utilization of Rate GPS® provides us with a more granular and analytical approach to evaluating and pricing risk, and that this approach enhances our ability to continue building a high-quality mortgage insurance portfolio and delivering attractive risk-adjusted returns.
Premiums are generally fixed for the duration of our coverage of the underlying loans. Net premiums written are equal to gross premiums written minus ceded premiums written under our reinsurance arrangements, less premium refunds and premium write-offs. As a result, net premiums written are generally influenced by:
•NIW;
•premium rates and the mix of premium payment type, which are either single, monthly or annual premiums, as described below;
•cancellation rates of our insurance policies, which are impacted by payments or prepayments on mortgages, refinancings (which are affected by prevailing mortgage interest rates as compared to interest rates on loans underpinning our in force policies), levels of claim payments and home prices; and
•cession of premiums under third-party reinsurance arrangements.
Premiums are paid either by the borrower (borrower-paid mortgage insurance or BPMI) or the lender (lender-paid mortgage insurance or LPMI) in a single payment at origination (single premium), on a monthly installment basis (monthly premium) or on an annual installment basis (annual premium). Our net premiums written will differ from our net premiums earned due to policy payment type. For single premiums, we receive a single premium payment at origination, which is earned over the estimated life of the policy. Substantially all of our single premium policies in force as of September 30, 2025 were non-refundable under most cancellation scenarios. If non-refundable single premium policies are canceled, we immediately recognize
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the remaining unearned premium balances as earned premium revenue. Monthly premiums are recognized in the month billed and when the coverage is effective. Annual premiums are earned on a straight-line basis over the year of coverage. Substantially all of our policies provide for either single or monthly premiums.
The percentage of IIF that remains on our books after any twelve-month period is defined as our persistency rate. Because our insurance premiums are earned over the life of a policy, higher persistency rates can have a significant impact on our net premiums earned and profitability. Generally, faster speeds of mortgage prepayment lead to lower persistency. Prepayment speeds and the relative mix of business between single and monthly premium policies also impact our profitability. Our premium rates include certain assumptions regarding repayment or prepayment speeds of the mortgages underlying our policies. Because premiums are paid at origination on single premium policies and our single premium policies are generally non-refundable on cancellation, assuming all other factors remain constant, if single premium loans are prepaid earlier than expected, our profitability on these loans is likely to increase and, if loans are repaid slower than expected, our profitability on these loans is likely to decrease. By contrast, if monthly premium loans are repaid earlier than anticipated, we do not earn any more premium with respect to those loans and, unless we replace the repaid monthly premium loan with a new loan at the same premium rate or higher, our revenue is likely to decline.
Effect of Reinsurance on Our Results
We utilize third-party reinsurance to actively manage our risk, ensure compliance with PMIERs, state regulatory and other applicable capital requirements, and support the growth of our business. We currently have both quota share and excess-of-loss reinsurance agreements in place, which impact our results of operations and regulatory capital and PMIERs asset positions. Under a quota share reinsurance agreement, the reinsurer receives a premium in exchange for covering an agreed-upon portion of incurred losses. Such a quota share arrangement reduces premiums written and earned and also reduces RIF, providing capital relief to the ceding insurance company and reducing incurred claims in accordance with the terms of the reinsurance agreement. In addition, reinsurers typically pay ceding commissions as part of quota share transactions, which offset the ceding company's acquisition and underwriting expenses. Certain quota share agreements include profit commissions that are earned based on loss performance and serve to reduce ceded premiums. Under an excess-of-loss agreement, the ceding insurer is typically responsible for losses up to an agreed-upon threshold and the reinsurer then provides coverage in excess of such threshold up to a maximum agreed-upon limit. We expect to continue to evaluate reinsurance opportunities in the normal course of business.
See Item 1, “Financial Statements - Notes to Condensed Consolidated Financial Statements - Note 5, Reinsurance” for further discussion of these third-party reinsurance arrangements.
Portfolio Data
The following table presents NIW and primary IIF as of the dates and for the periods indicated. Unless otherwise noted, the tables below do not include the effects of our third-party reinsurance arrangements described above.
NIW and primary IIF | As of and for the three months ended | For the nine months ended | |||||||||||||||||||||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | ||||||||||||||||||||||||||||||||
NIW | IIF | NIW | IIF | NIW | |||||||||||||||||||||||||||||||
| (In Millions) | |||||||||||||||||||||||||||||||||||
| Monthly | $ | 12,727 | $ | 201,671 | $ | 11,978 | $ | 189,241 | $ | 33,990 | $ | 33,441 | |||||||||||||||||||||||
| Single | 285 | 16,705 | 240 | 18,297 | 707 | 678 | |||||||||||||||||||||||||||||
Total | $ | 13,012 | $ | 218,376 | $ | 12,218 | $ | 207,538 | $ | 34,697 | $ | 34,119 | |||||||||||||||||||||||
NIW increased 6% and 2%, respectively, during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024. NIW increased year-on-year primarily due to growth in our customer franchise and market presence tied to the increased penetration of existing customer accounts and new customer activations. Primary IIF increased 5% at September 30, 2025 compared to September 30, 2024, primarily due to the NIW generated between such measurement dates, partially offset by the run-off of in-force policies.
Our persistency rate was 83.9% at September 30, 2025 and 85.5% at September 30, 2024. Our persistency rate remains historically high due to a continued slowdown in the pace of mortgage refinancing activity tied to the prevailing interest and mortgage rate environment.
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The following table presents net premiums written and earned for the periods indicated:
Net premiums written and earned | For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In Thousands) | |||||||||||||||||||||||
| Net premiums written | $ | 146,960 | $ | 136,681 | $ | 434,399 | $ | 400,740 | |||||||||||||||
| Net premiums earned | 151,323 | 143,343 | 449,755 | 421,168 | |||||||||||||||||||
Net premiums written increased 8% during both the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024. Net premiums earned increased 6% and 7%, respectively, during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024. The growth in net premiums written and earned in each respective period was primarily driven by growth in our monthly IIF and monthly pay premium receipts.
Portfolio Statistics
Unless otherwise noted, the portfolio statistics tables presented below do not include the effects of our third-party reinsurance arrangements described above. The table below highlights trends in our primary portfolio as of the dates and for the periods indicated.
| Primary portfolio trends | As of and for the three months ended | ||||||||||||||||||||||||||||
| September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | |||||||||||||||||||||||||
| ($ Values In Millions, except as noted below) | |||||||||||||||||||||||||||||
| New insurance written | $ | 13,012 | $ | 12,464 | $ | 9,221 | $ | 11,925 | $ | 12,218 | |||||||||||||||||||
| Percentage of monthly premium | 98 | % | 98 | % | 98 | % | 98 | % | 98 | % | |||||||||||||||||||
| Percentage of single premium | 2 | % | 2 | % | 2 | % | 2 | % | 2 | % | |||||||||||||||||||
| New risk written | $ | 3,399 | $ | 3,260 | $ | 2,428 | $ | 3,134 | $ | 3,245 | |||||||||||||||||||
Insurance-in-force (1) | $ | 218,376 | $ | 214,653 | $ | 211,308 | $ | 210,183 | $ | 207,538 | |||||||||||||||||||
| Percentage of monthly premium | 92 | % | 92 | % | 92 | % | 91 | % | 91 | % | |||||||||||||||||||
| Percentage of single premium | 8 | % | 8 | % | 8 | % | 9 | % | 9 | % | |||||||||||||||||||
Risk-in-force (1) | $ | 58,538 | $ | 57,496 | $ | 56,515 | $ | 56,113 | $ | 55,253 | |||||||||||||||||||
Policies in force (count) (1) | 677,010 | 668,638 | 661,490 | 659,567 | 654,374 | ||||||||||||||||||||||||
Average loan size ($ value in thousands) (1) | $ | 323 | $ | 321 | $ | 319 | $ | 319 | $ | 317 | |||||||||||||||||||
Coverage percentage (2) | 26.8 | % | 26.8 | % | 26.7 | % | 26.7 | % | 26.6 | % | |||||||||||||||||||
Loans in default (count) (1) | 7,093 | 6,709 | 6,859 | 6,642 | 5,712 | ||||||||||||||||||||||||
Default rate (1) | 1.05 | % | 1.00 | % | 1.04 | % | 1.01 | % | 0.87 | % | |||||||||||||||||||
Risk-in-force on defaulted loans (1) | $ | 600 | $ | 569 | $ | 567 | $ | 545 | $ | 468 | |||||||||||||||||||
Average net premium yield (3) | 0.28 | % | 0.28 | % | 0.28 | % | 0.27 | % | 0.28 | % | |||||||||||||||||||
| Earnings from cancellations | $ | 0.7 | $ | 0.7 | $ | 0.6 | $ | 0.8 | $ | 0.8 | |||||||||||||||||||
Annual persistency (4) | 83.9 | % | 84.1 | % | 84.3 | % | 84.6 | % | 85.5 | % | |||||||||||||||||||
Quarterly run-off (5) | 4.3 | % | 4.3 | % | 3.9 | % | 4.5 | % | 4.0 | % | |||||||||||||||||||
(1) Reported as of the end of the period.
(2) Calculated as end of period RIF divided by end of period IIF.
(3) Calculated as net premiums earned divided by average primary IIF for the period, annualized.
(4) Defined as the percentage of IIF that remains on our books after a given twelve-month period.
(5) Defined as the percentage of IIF that is no longer on our books after a given three-month period.
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The table below presents a summary of the change in total primary IIF for the dates and periods indicated.
| Primary IIF | As of and for the three months ended September 30, | As of and for the nine months ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In Millions) | |||||||||||||||||||||||
| IIF, beginning of period | $ | 214,653 | $ | 203,501 | $ | 210,183 | $ | 197,029 | |||||||||||||||
| NIW | 13,012 | 12,218 | 34,697 | 34,119 | |||||||||||||||||||
| Cancellations, principal repayments and other reductions | (9,289) | (8,181) | (26,504) | (23,610) | |||||||||||||||||||
| IIF, end of period | $ | 218,376 | $ | 207,538 | $ | 218,376 | $ | 207,538 | |||||||||||||||
We consider a “book” to be a collective pool of policies insured during a particular period, normally a calendar year. In general, the majority of underwriting profit, calculated as earned premium revenue minus claims and underwriting and operating expenses, generated by a particular book year emerges in the years immediately following origination. This pattern generally occurs because relatively few of the claims that a book will ultimately experience typically occur in the first few years following origination, when premium revenue is highest, while subsequent years are affected by declining premium revenues, as the number of insured loans decreases (primarily due to loan prepayments), and by increasing losses.
The table below presents a summary of our primary IIF and RIF by book year as of the dates indicated.
| Primary IIF and RIF | As of September 30, | ||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| IIF | RIF | IIF | RIF | ||||||||||||||||||||
Book year | (In Millions) | ||||||||||||||||||||||
| 2025 | $ | 33,375 | $ | 8,739 | $ | — | $ | — | |||||||||||||||
| 2024 | 39,821 | 10,576 | 32,892 | 8,743 | |||||||||||||||||||
| 2023 | 30,781 | 8,138 | 35,880 | 9,461 | |||||||||||||||||||
| 2022 | 43,051 | 11,563 | 49,130 | 13,086 | |||||||||||||||||||
| 2021 | 42,925 | 11,836 | 53,471 | 14,246 | |||||||||||||||||||
| 2020 and before | 28,423 | 7,686 | 36,165 | 9,717 | |||||||||||||||||||
| Total | $ | 218,376 | $ | 58,538 | $ | 207,538 | $ | 55,253 | |||||||||||||||
We utilize certain risk principles that form the basis of how we underwrite and originate NIW. We have established prudential underwriting standards and loan-level eligibility matrices which prescribe the maximum LTV, minimum borrower FICO score, maximum borrower debt-to-income (DTI) ratio, maximum loan size, property type, loan type, loan term and occupancy status of loans that we will insure and memorialized these standards and eligibility matrices in our Underwriting Guideline Manual that is publicly available on our website. Our underwriting standards and eligibility criteria are designed to limit the layering of risk in a single insurance policy. “Layered risk” refers to the accumulation of borrower, loan and property risk. For example, we have higher credit score and lower maximum allowed LTV requirements for investor-owned properties, compared to owner-occupied properties. We monitor the concentrations of various risk attributes in our insurance portfolio, which may change over time, in part, as a result of regional conditions or public policy shifts.
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The tables below present our NIW by FICO, LTV and purchase/refinance mix for the periods indicated. We calculate the LTV of a loan as the percentage of the original loan amount to the original purchase value of the property securing the loan.
NIW by FICO | For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In Millions) | |||||||||||||||||||||||
| >= 760 | $ | 6,789 | $ | 6,615 | $ | 18,283 | $ | 18,300 | |||||||||||||||
| 740-759 | 2,395 | 2,057 | 6,429 | 6,008 | |||||||||||||||||||
| 720-739 | 1,626 | 1,529 | 4,388 | 4,286 | |||||||||||||||||||
| 700-719 | 1,094 | 1,040 | 2,820 | 2,904 | |||||||||||||||||||
| 680-699 | 617 | 652 | 1,620 | 1,817 | |||||||||||||||||||
| <=679 | 491 | 325 | 1,157 | 804 | |||||||||||||||||||
| Total | $ | 13,012 | $ | 12,218 | $ | 34,697 | $ | 34,119 | |||||||||||||||
| Weighted average FICO | 756 | 757 | 756 | 757 | |||||||||||||||||||
NIW by LTV | For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In Millions) | |||||||||||||||||||||||
| 95.01% and above | $ | 1,566 | $ | 1,568 | $ | 4,257 | $ | 4,398 | |||||||||||||||
| 90.01% to 95.00% | 5,809 | 5,720 | 15,569 | 15,779 | |||||||||||||||||||
| 85.01% to 90.00% | 4,062 | 3,584 | 10,700 | 10,254 | |||||||||||||||||||
| 85.00% and below | 1,575 | 1,346 | 4,171 | 3,688 | |||||||||||||||||||
| Total | $ | 13,012 | $ | 12,218 | $ | 34,697 | $ | 34,119 | |||||||||||||||
| Weighted average LTV | 92.1 | % | 92.3 | % | 92.1 | % | 92.3 | % | |||||||||||||||
NIW by purchase/refinance mix | For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In Millions) | |||||||||||||||||||||||
| Purchase | $ | 12,416 | $ | 11,708 | $ | 33,051 | $ | 33,122 | |||||||||||||||
Refinance | 596 | 510 | 1,646 | 997 | |||||||||||||||||||
| Total | $ | 13,012 | $ | 12,218 | $ | 34,697 | $ | 34,119 | |||||||||||||||
The tables below present our total primary IIF and RIF by FICO and LTV, and total primary RIF by loan type as of the dates indicated.
| Primary IIF by FICO | As of September 30, | ||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| ($ Values In Millions) | |||||||||||||||||||||||
| >= 760 | $ | 109,470 | 50 | % | $ | 103,764 | 50 | % | |||||||||||||||
| 740-759 | 39,273 | 18 | 36,830 | 18 | |||||||||||||||||||
| 720-739 | 30,275 | 14 | 28,930 | 14 | |||||||||||||||||||
| 700-719 | 20,355 | 9 | 19,654 | 10 | |||||||||||||||||||
| 680-699 | 13,447 | 6 | 13,326 | 6 | |||||||||||||||||||
| <=679 | 5,556 | 3 | 5,034 | 2 | |||||||||||||||||||
| Total | $ | 218,376 | 100 | % | $ | 207,538 | 100 | % | |||||||||||||||
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| Primary RIF by FICO | As of September 30, | ||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| ($ Values In Millions) | |||||||||||||||||||||||
| >= 760 | $ | 29,084 | 50 | % | $ | 27,396 | 50 | % | |||||||||||||||
| 740-759 | 10,589 | 18 | 9,850 | 18 | |||||||||||||||||||
| 720-739 | 8,211 | 14 | 7,788 | 14 | |||||||||||||||||||
| 700-719 | 5,575 | 10 | 5,337 | 10 | |||||||||||||||||||
| 680-699 | 3,662 | 6 | 3,590 | 6 | |||||||||||||||||||
| <=679 | 1,417 | 2 | 1,292 | 2 | |||||||||||||||||||
| Total | $ | 58,538 | 100 | % | $ | 55,253 | 100 | % | |||||||||||||||
| Primary IIF by LTV | As of September 30, | ||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| ($ Values In Millions) | |||||||||||||||||||||||
| 95.01% and above | $ | 25,978 | 12 | % | $ | 22,644 | 11 | % | |||||||||||||||
| 90.01% to 95.00% | 107,914 | 49 | 101,872 | 49 | |||||||||||||||||||
| 85.01% to 90.00% | 65,815 | 30 | 63,568 | 31 | |||||||||||||||||||
| 85.00% and below | 18,669 | 9 | 19,454 | 9 | |||||||||||||||||||
| Total | $ | 218,376 | 100 | % | $ | 207,538 | 100 | % | |||||||||||||||
| Primary RIF by LTV | As of September 30, | ||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| ($ Values In Millions) | |||||||||||||||||||||||
| 95.01% and above | $ | 8,151 | 14 | % | $ | 7,054 | 13 | % | |||||||||||||||
| 90.01% to 95.00% | 31,850 | 54 | 30,100 | 54 | |||||||||||||||||||
| 85.01% to 90.00% | 16,318 | 28 | 15,777 | 29 | |||||||||||||||||||
| 85.00% and below | 2,219 | 4 | 2,322 | 4 | |||||||||||||||||||
| Total | $ | 58,538 | 100 | % | $ | 55,253 | 100 | % | |||||||||||||||
| Primary RIF by Loan Type | As of September 30, | ||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Fixed | 98 | % | 98 | % | |||||||||||||||||||
| Adjustable rate mortgages: | |||||||||||||||||||||||
| Less than five years | — | — | |||||||||||||||||||||
| Five years and longer | 2 | 2 | |||||||||||||||||||||
| Total | 100 | % | 100 | % | |||||||||||||||||||
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The table below presents selected primary portfolio statistics, by book year, as of September 30, 2025.
| As of September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Book Year | Original Insurance Written | Remaining Insurance in Force | % Remaining of Original Insurance | Policies Ever in Force | Number of Policies in Force | Number of Loans in Default | # of Claims Paid | Incurred Loss Ratio (Inception to Date) (1) | Cumulative Default Rate (2) | Current Default Rate (3) | |||||||||||||||||||||||||||||||||||||||||||||||||
| ($ Values In Millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2016 and prior | $ | 37,222 | $ | 1,877 | 5 | % | 151,615 | 10,098 | 221 | 406 | 2.1 | % | 0.4 | % | 2.2 | % | |||||||||||||||||||||||||||||||||||||||||||
| 2017 | 21,582 | 1,574 | 7 | % | 85,897 | 9,049 | 228 | 189 | 1.9 | % | 0.5 | % | 2.5 | % | |||||||||||||||||||||||||||||||||||||||||||||
| 2018 | 27,295 | 2,065 | 8 | % | 104,043 | 11,334 | 342 | 205 | 2.4 | % | 0.5 | % | 3.0 | % | |||||||||||||||||||||||||||||||||||||||||||||
| 2019 | 45,141 | 5,325 | 12 | % | 148,423 | 24,061 | 441 | 115 | 1.9 | % | 0.4 | % | 1.8 | % | |||||||||||||||||||||||||||||||||||||||||||||
| 2020 | 62,702 | 17,582 | 28 | % | 186,174 | 63,301 | 534 | 65 | 1.3 | % | 0.3 | % | 0.8 | % | |||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 85,574 | 42,925 | 50 | % | 257,972 | 146,007 | 1,645 | 133 | 3.2 | % | 0.7 | % | 1.1 | % | |||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 58,734 | 43,051 | 73 | % | 163,281 | 127,661 | 2,021 | 185 | 16.4 | % | 1.4 | % | 1.6 | % | |||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 40,473 | 30,781 | 76 | % | 111,994 | 90,283 | 984 | 44 | 15.7 | % | 0.9 | % | 1.1 | % | |||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 46,044 | 39,821 | 86 | % | 120,747 | 108,356 | 633 | 2 | 12.7 | % | 0.5 | % | 0.6 | % | |||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 34,697 | 33,375 | 96 | % | 89,436 | 86,860 | 44 | — | 2.6 | % | — | % | 0.1 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 459,464 | $ | 218,376 | 1,419,582 | 677,010 | 7,093 | 1,344 | |||||||||||||||||||||||||||||||||||||||||||||||||||
(1) Calculated as total claims incurred (paid and reserved) divided by cumulative premiums earned, net of reinsurance.
(2) Calculated as the sum of the number of claims paid ever to date and number of loans in default divided by policies ever in force.
(3) Calculated as the number of loans in default divided by number of policies in force.
Geographic Dispersion
The following table shows the distribution by state of our primary RIF as of the dates indicated. The distribution of our primary RIF as of September 30, 2025 is not necessarily representative of the geographic distribution we expect in the future.
| Top 10 primary RIF by state | As of September 30, | ||||||||||
| 2025 | 2024 | ||||||||||
| California | 10.1 | % | 10.1 | % | |||||||
| Texas | 8.3 | 8.7 | |||||||||
| Florida | 7.2 | 7.4 | |||||||||
| Georgia | 4.0 | 4.1 | |||||||||
| Illinois | 4.0 | 3.9 | |||||||||
| Washington | 3.7 | 3.9 | |||||||||
| Virginia | 3.7 | 3.8 | |||||||||
| Pennsylvania | 3.5 | 3.4 | |||||||||
| Ohio | 3.4 | 3.2 | |||||||||
| New York | 3.3 | 3.1 | |||||||||
| Total | 51.2 | % | 51.6 | % | |||||||
Insurance Claims and Claim Expenses
Insurance claims and claim expenses incurred represent estimated future payments on newly defaulted insured loans and any change in our claim estimates for previously existing defaults. Claims incurred are generally affected by a variety of factors, including the macroeconomic environment, national and regional unemployment trends, changes in housing values, borrower risk characteristics, LTV ratios and other loan level risk attributes, the size and type of loans insured, the percentage of coverage on insured loans, and the level of reinsurance coverage maintained against insured exposures.
Reserves for claims and claim expenses are established for mortgage loans that are in default. A loan is considered to be in default as of the payment date at which a borrower has missed the preceding two or more consecutive monthly payments. We
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establish reserves for loans that have been reported to us in default by servicers, referred to as case reserves, and additional loans that we estimate (based on actuarial review and other factors) to be in default that have not yet been reported to us by servicers, referred to as IBNR. We also establish reserves for claim expenses, which represent the estimated cost of the claim administration process, including legal and other fees and other general expenses of administering the claim settlement process. Reserves are not established for future claims on insured loans which are not currently reported or which we estimate are not currently in default.
Reserves are established by estimating the number of loans in default that will result in a claim payment, which is referred to as claim frequency, and the amount of the claim payment expected to be paid on each such loan in default, which is referred to as claim severity. Claim frequency and severity estimates are established based on historical observed experience regarding certain loan factors, such as age of the default, cure rates, size of the loan and estimated change in property value. Reserves are released the month in which a loan in default is brought current by the borrower, which is referred to as a cure. Adjustments to reserve estimates are reflected in the period in which the adjustment is made. Reserves are also ceded to reinsurers under the QSR Transactions, XOL Transactions and ILN Transactions as applicable under each treaty. We have not yet ceded reserves under any of the XOL Transactions or ILN Transactions as incurred claims and claim expenses on each respective reference pool remain within our retained coverage layer for each transaction.
Our reserve setting process considers the beneficial impact of forbearance, foreclosure moratorium and other assistance programs that may be made available to certain defaulted borrowers. The effectiveness of forbearance and other such assistance programs can be further enhanced by the availability of various repayment and loan modification options which typically allow borrowers to amortize or, in certain instances, outright defer payments otherwise missed during a period of dislocation over an extended length of time. We generally observe that forbearance, repayment and modification, and other assistance programs are an effective tool to bridge dislocated borrowers from a time of acute stress to a future date when they can resume timely payment of their mortgage obligations, and note higher cure rates on defaults benefitting from broad-based assistance programs than would otherwise be expected on similarly situated loans that did not benefit from such programs.
The actual claims we incur as our portfolio matures are difficult to predict and depend on the specific characteristics of our current in-force book (including the credit score and DTI ratio of the borrower, the LTV ratio of the mortgage and geographic concentrations, among others), as well as the risk profile of new business we write in the future. In addition, claims experience will be affected by macroeconomic factors such as housing prices, interest rates, unemployment rates and other events, such as natural disasters or global pandemics, and any federal, state or local governmental response thereto.
Macroeconomic factors, including persistent inflation, elevated interest rates, flagging consumer confidence and increasing jobless claims could have a pronounced impact on the housing market, the mortgage insurance industry and our business in future periods. A marked decline in housing demand, a significant and protracted decrease in house prices, or a sustained increase in unemployment could contribute to an increase in our future default and claims experience.
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The following table provides a reconciliation of the beginning and ending gross reserve balances for insurance claims and claim expenses:
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In Thousands) | |||||||||||||||||||||||
| Beginning balance | $ | 163,033 | $ | 125,443 | $ | 152,071 | $ | 123,974 | |||||||||||||||
Less reinsurance recoverables (1) | (32,705) | (27,336) | (32,260) | (27,514) | |||||||||||||||||||
| Beginning balance, net of reinsurance recoverables | 130,328 | 98,107 | 119,811 | 96,460 | |||||||||||||||||||
| Add claims incurred: | |||||||||||||||||||||||
| Claims and claim expenses incurred: | |||||||||||||||||||||||
Current year (2) | 27,228 | 21,160 | 88,584 | 71,532 | |||||||||||||||||||
Prior years (3) | (8,674) | (10,839) | (52,440) | (57,241) | |||||||||||||||||||
Total claims and claim expenses incurred (4) | 18,554 | 10,321 | 36,144 | 14,291 | |||||||||||||||||||
| Less claims paid: | |||||||||||||||||||||||
| Claims and claim expenses paid: | |||||||||||||||||||||||
Current year (2) | 170 | 180 | 280 | 180 | |||||||||||||||||||
Prior years (3) | 4,138 | 1,942 | 12,607 | 4,265 | |||||||||||||||||||
Reinsurance terminations (5) | (458) | — | (1,964) | — | |||||||||||||||||||
| Total claims and claim expenses paid | 3,850 | 2,122 | 10,923 | 4,445 | |||||||||||||||||||
| Reserve at end of period, net of reinsurance recoverables | 145,032 | 106,306 | 145,032 | 106,306 | |||||||||||||||||||
Add reinsurance recoverables (1) | 35,315 | 29,214 | 35,315 | 29,214 | |||||||||||||||||||
| Ending balance | $ | 180,347 | $ | 135,520 | $ | 180,347 | $ | 135,520 | |||||||||||||||
(1) Related to ceded losses recoverable under the QSR Transactions. See Item 1, “Financial Statements - Notes to Condensed Consolidated Financial Statements - Note 5, Reinsurance” for additional information.
(2) Related to insured loans with their most recent defaults occurring in the current year. For example, if a loan defaulted in a prior year and subsequently cured and later re-defaulted in the current year, the default would be included in the current year. Amounts are presented net of reinsurance and included $77.2 million attributed to net case reserves and $9.8 million attributed to net IBNR reserves for the nine months ended September 30, 2025 and $63.2 million attributed to net case reserves and $7.0 million attributed to net IBNR reserves for the nine months ended September 30, 2024.
(3) Related to insured loans with defaults occurring in prior years, which have been continuously in default before the start of the current year. Amounts are presented net of reinsurance and included $43.2 million attributed to net case reserves and $8.1 million attributed to net IBNR reserves for the nine months ended September 30, 2025 and $49.8 million attributed to net case reserves and $6.3 million attributed to net IBNR reserves for the nine months ended September 30, 2024.
(4) Excludes aggregate termination fees of $0.3 million for the nine months ended September 30, 2025 incurred in connection with the termination of the 2016 QSR Transaction and amendment of the 2018 and 2021 QSR Transactions.
(5) Represents the settlement of reinsurance recoverables in conjunction with the termination of the 2016 QSR Transaction and amendment of the 2018 and 2021 QSR Transactions. See Item 1, “Financial Statements - Notes to Condensed Consolidated Financial Statements - Note 5, Reinsurance” for additional information.
The “claims incurred” section of the table above shows claims and claim expenses incurred on defaults occurring in current and prior years, including IBNR reserves and is presented net of reinsurance. We may increase or decrease our claim estimates and reserves as we learn additional information about individual defaulted loans and continue to observe and analyze loss development trends in our portfolio. Gross reserves of $70.6 million related to prior year defaults remained as of September 30, 2025.
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The following table provides a reconciliation of the beginning and ending count of loans in default:
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Beginning default inventory | 6,709 | 4,904 | 6,642 | 5,099 | |||||||||||||||||||
| Plus: new defaults | 2,529 | 2,411 | 7,119 | 6,015 | |||||||||||||||||||
| Less: cures | (2,044) | (1,529) | (6,353) | (5,215) | |||||||||||||||||||
| Less: claims paid | (93) | (67) | (281) | (168) | |||||||||||||||||||
| Less: rescission and claims denied | (8) | (7) | (34) | (19) | |||||||||||||||||||
| Ending default inventory | 7,093 | 5,712 | 7,093 | 5,712 | |||||||||||||||||||
Ending default inventory increased from September 30, 2024 to September 30, 2025, primarily due to the growth and seasoning of our insured portfolio, as well as the emergence of storm-related defaults on insured loans in areas declared by the Federal Emergency Management Agency to be individual disaster zones, partially offset by cure activity within our default population during the intervening period.
The following table provides details of our claims paid, before giving effect to claims ceded under the QSR Transactions for the periods indicated:
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| ($ Values In Thousands) | |||||||||||||||||||||||
Number of claims paid (1) | 93 | 67 | 281 | 168 | |||||||||||||||||||
| Total amount paid for claims | $ | 5,364 | $ | 2,692 | $ | 16,101 | $ | 5,714 | |||||||||||||||
Average amount paid per claim | $ | 58 | $ | 40 | $ | 57 | $ | 34 | |||||||||||||||
Severity (2) | 73 | % | 64 | % | 74 | % | 58 | % | |||||||||||||||
(1) Count includes 14 and 50 claims settled without payment during the three and nine months ended September 30, 2025, respectively, and 21 and 56 claims settled without payment during the three and nine months ended September 30, 2024, respectively.
(2) Severity represents the total amount of claims paid including claim expenses divided by the related RIF on the loan at the time the claim is perfected, and is calculated including claims settled without payment.
We paid 93 and 281 claims during the three and nine months ended September 30, 2025, respectively, and 67 and 168 claims during the three and nine months ended September 30, 2024, respectively. The number of claims paid in each period was modest relative to the size of our insured portfolio and we generally observe that the borrowers of the loans we insure are well-situated with strong credit profiles, stable 30-year fixed rate mortgages, manageable debt service obligations and significant appreciated equity in their homes. An increase in the value of the homes collateralizing the mortgages we insure provides defaulted borrowers with alternative paths and incentives to cure their loan prior to the development of a claim.
Our claims severity was 73% and 74% for the three and nine months ended September 30, 2025, respectively, compared to 64% and 58% for the three and nine months ended September 30, 2024. The increase in claims severity for the three and nine months ended September 30, 2025, was primarily due to a greater proportion of claims related to loans originated in recent years. These loans generally have less accumulated equity than loans from earlier vintages, which typically results in higher claims payments and an increase in claims severity. Our claims severity for each period was below long-term industry norms.
The number of claims paid and our severity experience in future periods may be impacted if developing economic cycles impose financial strain on borrowers, and each could increase if house price declines serve to limit the alternative paths and incentives to cure delinquencies that are available to defaulted borrowers or erode the equity value of the homes collateralizing the mortgages we insure.
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The following table provides detail on our average reserve per default, before giving effect to reserves ceded under the QSR Transactions, as of the dates indicated:
| Average reserve per default: | As of September 30, | ||||||||||
| 2025 | 2024 | ||||||||||
| (In Thousands) | |||||||||||
Case (1) | $ | 23.3 | $ | 21.8 | |||||||
IBNR (1)(2) | 2.1 | 1.9 | |||||||||
| Total | $ | 25.4 | $ | 23.7 | |||||||
(1) Defined as the gross reserve per insured loan in default.
(2) Amount includes claims adjustment expenses.
Average reserve per default increased from September 30, 2024 to September 30, 2025, due to changes in the composition of our default inventory as measured by the size, vintage and current estimated LTV of defaulted loans between the measurement dates. Average reserves per default were further impacted by changes in observed and forecasted housing market conditions and macroeconomic factors between the measurement dates.
GSE Oversight
As an approved insurer, NMIC is subject to ongoing compliance with the PMIERs established by each of the GSEs (italicized terms have the same meaning that such terms have in the PMIERs, as described below). The PMIERs establish operational, business, remedial and financial requirements applicable to approved insurers. The PMIERs financial requirements prescribe a risk-based methodology whereby the amount of assets required to be held against each insured loan is determined based on certain loan-level risk characteristics, such as FICO, vintage (year of origination), performing vs. non-performing (i.e., current vs. delinquent), LTV ratio and other risk features. In general, higher quality loans carry lower asset charges.
Under the PMIERs, approved insurers must maintain available assets that equal or exceed minimum required assets, which is an amount equal to the greater of (i) $400 million or (ii) a total risk-based required asset amount.
Available assets reflect the financial resources of a mortgage insurer available to pay claims, and includes the most readily liquid assets held, such as cash, investments and other items as stipulated in PMIERs Section 703. The credit provided for such liquid assets is further subject to adjustment based on several factors, including asset class, credit rating and portfolio concentration.
The risk-based required asset amount is a function of the risk profile of an approved insurer's RIF, assessed on a loan-by-loan basis and considered against certain risk-based factors derived from tables set out in the PMIERs, which is then adjusted on an aggregate basis for reinsurance transactions approved by the GSEs, such as with respect to our ILN Transactions, XOL Transactions and QSR Transactions. The aggregate gross risk-based required asset amount for performing, primary insurance is subject to a floor of 5.6% of performing primary adjusted RIF.
By April 15th of each year, NMIC must certify it met all PMIERs requirements as of December 31st of the prior year. We certified to the GSEs by April 15, 2025 that NMIC was in full compliance with the PMIERs as of December 31, 2024. NMIC also has an ongoing obligation to immediately notify the GSEs in writing upon discovery of a failure to meet one or more of the PMIERs requirements. We continuously monitor NMIC's compliance with the PMIERs.
The following table provides a comparison of the PMIERs available assets and net risk-based required asset amount as reported by NMIC as of the dates indicated:
| As of September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In Thousands) | |||||||||||
| Available assets | $ | 3,369,950 | $ | 3,006,892 | |||||||
Net risk-based required assets | 2,003,410 | 1,735,790 | |||||||||
Available assets were $3.4 billion at September 30, 2025, compared to $3.0 billion at September 30, 2024. The $363 million increase in available assets between the dates presented was primarily driven by NMIC's positive cash flow from
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operations during the intervening period, partially offset by the payment of an ordinary course dividend from NMIC to NMIH in June 2025.
Net risk-based required assets were $2.0 billion at September 30, 2025, compared to $1.7 billion at September 30, 2024. The $268 million increase in the risk-based required asset amount between the dates presented was primarily due to the growth in our gross RIF and aggregate gross risk-based required asset amount.
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Consolidated Results of Operations
| Consolidated statements of operations | For the three months ended September 30, | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 vs. 2024 | |||||||||||||||||||||||||||||||||||||||||||||
| Revenues | ($ In Thousands, except for per share data) | ||||||||||||||||||||||||||||||||||||||||||||||
| Net premiums earned | $ | 151,323 | $ | 143,343 | $ | 7,980 | 6 | % | |||||||||||||||||||||||||||||||||||||||
| Net investment income | 26,773 | 22,474 | 4,299 | 19 | % | ||||||||||||||||||||||||||||||||||||||||||
| Net realized investment gains (losses) | 321 | (10) | 331 | NM (4) | |||||||||||||||||||||||||||||||||||||||||||
| Other revenues | 262 | 285 | (23) | (8) | % | ||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 178,679 | 166,092 | 12,587 | 8 | % | ||||||||||||||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Insurance claims and claim expenses | 18,554 | 10,321 | 8,233 | 80 | % | ||||||||||||||||||||||||||||||||||||||||||
| Underwriting and operating expenses | 29,156 | 29,160 | (4) | — | % | ||||||||||||||||||||||||||||||||||||||||||
| Service expenses | 162 | 208 | (46) | (22) | % | ||||||||||||||||||||||||||||||||||||||||||
| Interest expense | 7,124 | 7,076 | 48 | 1 | % | ||||||||||||||||||||||||||||||||||||||||||
| Total expenses | 54,996 | 46,765 | 8,231 | 18 | % | ||||||||||||||||||||||||||||||||||||||||||
| Income before income taxes | 123,683 | 119,327 | 4,356 | 4 | % | ||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | 27,684 | 26,517 | 1,167 | 4 | % | ||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 95,999 | $ | 92,810 | $ | 3,189 | 3 | % | |||||||||||||||||||||||||||||||||||||||
| Earnings per share - Basic | $ | 1.24 | $ | 1.17 | $ | 0.07 | 6 | % | |||||||||||||||||||||||||||||||||||||||
| Earnings per share - Diluted | $ | 1.22 | $ | 1.15 | $ | 0.07 | 6 | % | |||||||||||||||||||||||||||||||||||||||
Loss ratio (1) | 12.3 | % | 7.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Expense ratio (2) | 19.3 | % | 20.3 | % | |||||||||||||||||||||||||||||||||||||||||||
Combined ratio (3) | 31.5 | % | 27.5 | % | |||||||||||||||||||||||||||||||||||||||||||
| For the three months ended September 30, | $ Change | % Change | |||||||||||||||||||||||||||||||||
Non-GAAP financial measures (5) | 2025 | 2024 | 2025 vs. 2024 | ||||||||||||||||||||||||||||||||
| ($ In Thousands, except for per share data) | |||||||||||||||||||||||||||||||||||
| Adjusted income before tax | $ | 123,362 | $ | 119,337 | $ | 4,025 | 3 | % | |||||||||||||||||||||||||||
| Adjusted net income | 95,745 | 92,818 | 2,927 | 3 | % | ||||||||||||||||||||||||||||||
| Adjusted diluted EPS | 1.21 | 1.15 | 0.06 | 5 | % | ||||||||||||||||||||||||||||||
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| Consolidated statements of operations | For the nine months ended September 30, | $ Change | % Change | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 vs. 2024 | |||||||||||||||||||||||||||||||||
| Revenues | ($ In Thousands, except for per share data) | ||||||||||||||||||||||||||||||||||
| Net premiums earned | $ | 449,755 | $ | 421,168 | $ | 28,587 | 7 | % | |||||||||||||||||||||||||||
| Net investment income | 75,408 | 62,598 | 12,810 | 20 | % | ||||||||||||||||||||||||||||||
Net realized investment losses | (55) | (10) | (45) | 450 | % | ||||||||||||||||||||||||||||||
| Other revenues | 596 | 711 | (115) | (16) | % | ||||||||||||||||||||||||||||||
| Total revenues | 525,704 | 484,467 | 41,237 | 9 | % | ||||||||||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||||||||
| Insurance claims and claim expenses | 36,477 | 14,291 | 22,186 | 155 | % | ||||||||||||||||||||||||||||||
| Underwriting and operating expenses | 88,839 | 87,305 | 1,534 | 2 | % | ||||||||||||||||||||||||||||||
| Service expenses | 388 | 539 | (151) | (28) | % | ||||||||||||||||||||||||||||||
| Interest expense | 21,345 | 29,794 | (8,449) | (28) | % | ||||||||||||||||||||||||||||||
| Total expenses | 147,049 | 131,929 | 15,120 | 11 | % | ||||||||||||||||||||||||||||||
| Income before income taxes | 378,655 | 352,538 | 26,117 | 7 | % | ||||||||||||||||||||||||||||||
| Income tax expense | 83,946 | 78,599 | 5,347 | 7 | % | ||||||||||||||||||||||||||||||
| Net income | $ | 294,709 | $ | 273,939 | $ | 20,770 | 8 | % | |||||||||||||||||||||||||||
| Earnings per share - Basic | $ | 3.78 | $ | 3.42 | $ | 0.36 | 11 | % | |||||||||||||||||||||||||||
| Earnings per share - Diluted | $ | 3.72 | $ | 3.36 | $ | 0.36 | 11 | % | |||||||||||||||||||||||||||
Loss ratio (1) | 8.1 | % | 3.4 | % | |||||||||||||||||||||||||||||||
Expense ratio (2) | 19.8 | % | 20.7 | % | |||||||||||||||||||||||||||||||
Combined ratio | 27.9 | % | 24.1 | % | |||||||||||||||||||||||||||||||
| For the nine months ended September 30, | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||||
Non-GAAP financial measures (5) | 2025 | 2024 | 2025 vs. 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| ($ In Thousands, except for per share data) | |||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted income before tax | $ | 378,710 | $ | 359,514 | $ | 19,196 | 5 | % | |||||||||||||||||||||||||||||||||||||||
| Adjusted net income | 294,752 | 279,450 | 15,302 | 5 | % | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted diluted EPS | 3.72 | 3.43 | 0.29 | 8 | % | ||||||||||||||||||||||||||||||||||||||||||
(1) Loss ratio is calculated by dividing insurance claims and claim expenses by net premiums earned.
(2) Expense ratio is calculated by dividing underwriting and operating expenses by net premiums earned.
(3) Combined ratio may not foot due to rounding.
(4) Not meaningful.
(5) See “Explanation and Reconciliation of Our Use of Non-GAAP Financial Measures,” below.
Revenues
Net premiums earned increased during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 primarily due to growth in our monthly IIF and monthly pay premium receipts.
Net investment income increased during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 primarily due to growth in the size of our total invested asset base, as well as an increase in the book yield of our investment portfolio tied to the deployment of new cash flows and reinvestment of rolling maturities at incrementally higher rates.
Other revenues represent underwriting fee revenue generated by our subsidiary, NMIS, which provides outsourced loan review services to mortgage loan originators. Changes in other revenues primarily reflect changes in NMIS' outsourced loan
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review volume. Amounts recognized in other revenues generally correspond with amounts incurred as service expenses for outsourced loan review activities in the same periods.
Expenses
We recognize insurance claims and claim expenses in connection with the loss experience of our insured portfolio and incur other underwriting and operating expenses, including employee compensation and benefits, policy acquisition costs, and technology, professional services and facilities expenses, in connection with the development and operation of our business. We also incur service expenses in connection with NMIS' outsourced loan review activities.
Insurance claims and claim expenses increased during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 primarily due to an increase in the number of newly defaulted loans that emerged in the respective periods and the establishment of initial reserves against such loans, as well as an increase in the average case reserves held against previously defaulted loans that aged in their delinquency status, partially offset by the release of a portion of the reserves we established for anticipated claims payments in prior periods in connection with cure activity and the ongoing analysis of recent loss development trends.
Underwriting and operating expenses increased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily due to an increase in certain technology expenses and a decrease in ceding commissions received under our QSR Transactions.
Service expenses represent third-party costs incurred by NMIS in connection with the services it provides. Changes in service expenses primarily reflect changes in NMIS' outsourced loan review volume. Amounts incurred as service expenses generally correspond with amounts recognized in other revenues in the same periods.
Interest expense primarily reflects the carrying costs of our outstanding debt. Interest expense for the nine months ended September 30, 2024 includes $7.0 million of non-recurring costs related to the refinancing of the 2020 Notes and 2021 Revolving Credit Facility. See Item 1, “Financial Statements - Notes to Condensed Consolidated Financial Statements - Note 4, Debt.”
Income tax expense increased during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 primarily due to the growth in our pre-tax income. Our effective tax rate on pre-tax income was 22.4% and 22.2% for the three and nine months ended September 30, 2025, respectively, compared to 22.2% and 22.3% for the three and nine months ended September 30, 2024, respectively. As a U.S. taxpayer, we are subject to a statutory U.S. federal corporate income tax rate of 21%. Our provision for income taxes for interim periods is established based on our estimated annual effective tax rate for a given year and reflects the impact of discrete tax effects in the period in which they occur. Our effective tax rates for the three and nine months ended September 30, 2025 and 2024 include the discrete tax effects of the vesting of RSUs. See Item 1, “Financial Statements - Notes to Condensed Consolidated Financial Statements - Note 9, Income Taxes.”
Net Income
Net income and adjusted net income increased during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, primarily due to growth in our total revenues, partially offset by increases in our insurance claims and claim expenses and income tax expense. Adjusted net income for the nine months ended September 30, 2024 reflects a $7.0 million adjustment for non-recurring costs incurred in connection with the refinancing of the 2020 Notes and 2021 Revolving Credit Facility.
Diluted and adjusted diluted EPS increased during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 primarily due to growth in our net income, as well as a decline in the number of weighted average diluted shares outstanding tied to share repurchase activity.
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The non-GAAP financial measures of adjusted income before tax, adjusted net income and adjusted diluted EPS are presented to enhance the comparability of financial results between periods.
| Non-GAAP Financial Measure Reconciliations | For the three months ended September 30, | $ Change | % Change | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 vs. 2024 | |||||||||||||||||||||||||||||||||
| As reported | ($ In Thousands, except for per share data) | ||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | 123,683 | $ | 119,327 | $ | 4,356 | 4 | % | |||||||||||||||||||||||||||
| Income tax expense | 27,684 | 26,517 | 1,167 | 4 | % | ||||||||||||||||||||||||||||||
| Net income | $ | 95,999 | $ | 92,810 | $ | 3,189 | 3 | % | |||||||||||||||||||||||||||
| Adjustments | |||||||||||||||||||||||||||||||||||
Net realized investment (gains) losses | (321) | 10 | (331) | NM (2) | |||||||||||||||||||||||||||||||
| Adjusted income before tax | $ | 123,362 | $ | 119,337 | $ | 4,025 | 3 | % | |||||||||||||||||||||||||||
Income tax (benefit) expense on adjustments (1) | (67) | 2 | (69) | NM (2) | |||||||||||||||||||||||||||||||
| Adjusted net income | $ | 95,745 | $ | 92,818 | $ | 2,927 | 3 | % | |||||||||||||||||||||||||||
| Weighted average diluted shares outstanding | 78,830 | 81,045 | (2,215) | (3) | % | ||||||||||||||||||||||||||||||
| Adjusted diluted EPS | $ | 1.21 | $ | 1.15 | $ | 0.06 | 5 | % | |||||||||||||||||||||||||||
| Non-GAAP Financial Measure Reconciliations | For the nine months ended September 30, | $ Change | % Change | ||||||||||||||||||||
| 2025 | 2024 | 2025 vs. 2024 | |||||||||||||||||||||
| As reported | ($ In Thousands, except for per share data) | ||||||||||||||||||||||
| Income before income taxes | $ | 378,655 | $ | 352,538 | $ | 26,117 | 7 | % | |||||||||||||||
| Income tax expense | 83,946 | 78,599 | 5,347 | 7 | % | ||||||||||||||||||
| Net income | $ | 294,709 | $ | 273,939 | $ | 20,770 | 8 | % | |||||||||||||||
| Adjustments | |||||||||||||||||||||||
Net realized investment losses | 55 | 10 | 45 | 450 | % | ||||||||||||||||||
Capital markets transaction costs | — | 6,966 | (6,966) | (100) | % | ||||||||||||||||||
| Adjusted income before tax | $ | 378,710 | $ | 359,514 | $ | 19,196 | 5 | % | |||||||||||||||
Income tax expense on adjustments (1) | 12 | 1,465 | (1,453) | (99) | % | ||||||||||||||||||
| Adjusted net income | $ | 294,752 | $ | 279,450 | $ | 15,302 | 5 | % | |||||||||||||||
| Weighted average diluted shares outstanding | 79,315 | 81,484 | (2,169) | (3) | % | ||||||||||||||||||
| Adjusted diluted EPS | $ | 3.72 | $ | 3.43 | $ | 0.29 | 8 | % | |||||||||||||||
(1) Marginal tax impact of non-GAAP adjustments is calculated based on our statutory U.S. federal corporate income tax rate of 21%, except for those items that are not eligible for an income tax deduction.
(2) Not meaningful.
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Explanation and Reconciliation of Our Use of Non-GAAP Financial Measures
We believe the use of the non-GAAP measures of adjusted income before tax, adjusted net income and adjusted diluted EPS enhances the comparability of our fundamental financial performance between periods, and provides relevant information to investors. These non-GAAP financial measures align with the way the company's business performance is evaluated by management. These measures are not prepared in accordance with GAAP and should not be viewed as alternatives to GAAP measures of performance. These measures have been presented to increase transparency and enhance the comparability of our fundamental operating trends across periods. Other companies may calculate these measures differently; their measures may not be comparable to those we calculate and present.
Adjusted income before tax is defined as GAAP income before tax, excluding the pre-tax effects of net realized gains or losses from our investment portfolio, periodic costs incurred in connection with capital markets transactions, and other infrequent, unusual or non-operating items in the periods in which such items are incurred.
Adjusted net income is defined as GAAP net income, excluding the after-tax effects of net realized gains or losses from our investment portfolio, periodic costs incurred in connection with capital markets transactions, and other infrequent, unusual or non-operating items in the periods in which such items are incurred. Adjustments to components of pre-tax income are tax effected using the applicable federal statutory tax rate for the respective periods.
Adjusted diluted EPS is defined as adjusted net income divided by adjusted weighted average diluted shares outstanding. Adjusted weighted average diluted shares outstanding is defined as weighted average diluted shares outstanding, adjusted for changes in the dilutive effect of non-vested shares that would otherwise have occurred had GAAP net income been calculated in accordance with adjusted net income. There will be no adjustment to weighted average diluted shares outstanding in the years that non-vested shares are anti-dilutive under GAAP.
Although adjusted income before tax, adjusted net income and adjusted diluted EPS exclude certain items that have occurred in the past and are expected to occur in the future, the excluded items: (1) are not viewed as part of the operating performance of our primary activities; or (2) are impacted by market, economic or regulatory factors and are not necessarily indicative of operating trends, or both. These adjustments, and the reasons for their treatment, are described below.
•Net realized investment gains and losses. The recognition of net realized investment gains or losses can vary significantly across periods as the timing is highly discretionary and is influenced by factors such as market opportunities, tax and capital profile, and overall market cycles that do not reflect our current period operating results.
•Capital markets transaction costs. Capital markets transaction costs result from activities that are undertaken to improve our debt profile or enhance our capital position through activities such as debt refinancing and capital markets reinsurance transactions that may vary in their size and timing due to factors such as market opportunities, tax and capital profile, and overall market cycles.
•Other infrequent, unusual or non-operating items. Items that are the result of unforeseen or uncommon events, and are not expected to recur with frequency in the future. Identification and exclusion of these items provides clarity about the impact special or rare occurrences may have on our current financial performance. Past adjustments under this category include infrequent, unusual or non-operating adjustments related to severance, restricted stock modification and other expenses incurred in connection with the CEO transition announced in September 2021 and the effects of the release of the valuation allowance recorded against our net federal and certain state net deferred tax assets in 2016 and the re-measurement of our net deferred tax assets in connection with tax reform in 2017. We believe such items are infrequent or non-recurring in nature, and are not indicative of the performance of, or ongoing trends in, our primary operating activities or business.
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| Consolidated balance sheets | September 30, 2025 | December 31, 2024 | $ Change | % Change | |||||||||||||||||||
| (In Thousands) | |||||||||||||||||||||||
| Total investment portfolio | $ | 3,015,560 | $ | 2,723,541 | $ | 292,019 | 11 | % | |||||||||||||||
| Cash and cash equivalents | 130,439 | 54,308 | 76,131 | 140 | % | ||||||||||||||||||
| Premiums receivable, net | 85,733 | 82,804 | 2,929 | 4 | % | ||||||||||||||||||
| Deferred policy acquisition costs, net | 64,192 | 64,327 | (135) | — | |||||||||||||||||||
| Software and equipment, net | 22,762 | 25,681 | (2,919) | (11) | % | ||||||||||||||||||
| Reinsurance recoverable | 35,315 | 32,260 | 3,055 | 9 | % | ||||||||||||||||||
| Prepaid federal income taxes | 322,175 | 322,175 | — | — | |||||||||||||||||||
| Other assets | 51,017 | 44,877 | 6,140 | 14 | % | ||||||||||||||||||
| Total assets | $ | 3,727,193 | $ | 3,349,973 | $ | 377,220 | 11 | % | |||||||||||||||
| Debt | $ | 416,548 | $ | 415,146 | $ | 1,402 | — | ||||||||||||||||
| Unearned premiums | 49,796 | 65,217 | (15,421) | (24) | % | ||||||||||||||||||
| Accounts payable and accrued expenses | 93,407 | 103,164 | (9,757) | (9) | % | ||||||||||||||||||
| Reserve for insurance claims and claim expenses | 180,347 | 152,071 | 28,276 | 19 | % | ||||||||||||||||||
| Deferred tax liability, net | 463,264 | 386,192 | 77,072 | 20 | % | ||||||||||||||||||
| Other liabilities | 8,960 | 10,751 | (1,791) | (17) | % | ||||||||||||||||||
| Total liabilities | 1,212,322 | 1,132,541 | 79,781 | 7 | % | ||||||||||||||||||
| Total shareholders' equity | 2,514,871 | 2,217,432 | 297,439 | 13 | % | ||||||||||||||||||
| Total liabilities and shareholders' equity | $ | 3,727,193 | $ | 3,349,973 | $ | 377,220 | 11 | % | |||||||||||||||
Total cash and investments increased at September 30, 2025 compared to December 31, 2024 with the addition of incremental cash provided by operating activities and a decrease in the unrealized loss position of our fixed income portfolio primarily tied to changes in interest rates during the nine months ended September 30, 2025, partially offset by share repurchase activity during the period. Cash and investments at September 30, 2025 included $148.1 million held by NMIH.
Net premiums receivable represents premiums due on our mortgage insurance policies and may fluctuate based on changes in our monthly premium policies in force, where premiums are generally paid one month in arrears, and the pace of settlement of previously outstanding receivables.
Net deferred policy acquisition costs decreased at September 30, 2025 compared to December 31, 2024 primarily due to the recognition of previously deferred policy acquisition costs during the nine months ended September 30, 2025, partially offset by the deferral of certain costs associated with the origination of new policies during the period.
Net software and equipment decreased at September 30, 2025 compared to December 31, 2024 primarily due to the amortization of previously capitalized amounts during the nine months ended September 30, 2025.
Reinsurance recoverable increased at September 30, 2025 compared to December 31, 2024 due to an increase in ceded losses recoverable under the QSR Transactions tied to an increase in our gross reserve for insurance claims and claim expenses.
Prepaid federal income taxes represent tax and loss bonds purchased in connection with our claimed tax deduction for our statutory contingency reserve position. See Item 1, “Financial Statements - Notes to Condensed Consolidated Financial Statements - Note 9, Income Taxes.”
Other assets increased at September 30, 2025 compared to December 31, 2024 primarily due to an increase in current income taxes receivable and accrued investment income, partially offset by a reduction in our right-of-use assets tied to amortization of the operating lease for our corporate headquarters.
Unearned premiums decreased at September 30, 2025 compared to December 31, 2024 due to the amortization of existing unearned premiums through earnings in accordance with the expiration of risk on related single premium policies and the cancellations of other single premium policies during the nine months ended September 30, 2025, partially offset by single premium policy originations during the period.
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Accounts payable and accrued expenses decreased at September 30, 2025 compared to December 31, 2024 primarily due to a reduction in accrued interest on the 2024 Notes, which is payable semi-annually in February and August, and the settlement of previously accrued compensation expenses during the nine months ended September 30, 2025, partially offset by an increase in unsettled trade payables related to the purchase of certain investment securities.
Reserve for insurance claims and claim expenses increased at September 30, 2025 compared to December 31, 2024 with the establishment of initial reserves on newly defaulted loans and an increase in the average case reserves held against previously defaulted loans that aged in their delinquent status during the nine months ended September 30, 2025. The increase was partially offset by the release of a portion of the reserves we established for anticipated claims payments in prior periods (in connection with cure activity and ongoing analysis of recent loss development trends), as well as the payment of previously reserved claims during the period. See “Insurance Claims and Claim Expenses,” above for further details.
Net deferred tax liability increased at September 30, 2025 compared to December 31, 2024 due to an increase in the claimed deductibility of our statutory contingency reserve, as well as a decrease in the aggregate unrealized loss position of our fixed income portfolio recorded in other comprehensive income. For further information regarding income taxes and their impact on our results of operations and financial position, see Item 1, “Financial Statements - Notes to Condensed Consolidated Financial Statements - Note 9, Income Taxes.”
The following table summarizes our consolidated cash flows from operating, investing and financing activities:
| Consolidated cash flows | For the nine months ended September 30, | $ Change | |||||||||||||||||||||
| 2025 | 2024 | 2025 vs. 2024 | |||||||||||||||||||||
| Net cash provided by (used in): | (In Thousands) | ||||||||||||||||||||||
| Operating activities | $ | 357,556 | $ | 357,783 | $ | (227) | |||||||||||||||||
| Investing activities | (198,810) | (253,156) | 54,346 | ||||||||||||||||||||
| Financing activities | (82,615) | (67,997) | (14,618) | ||||||||||||||||||||
Net increase in cash and cash equivalents | $ | 76,131 | $ | 36,630 | $ | 39,501 | |||||||||||||||||
Net cash provided by operating activities decreased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily due to an increase in taxes paid, the semi-annual interest payments made on the 2024 Notes and net claim settlement costs, largely offset by an increase in our net premium receipts and growth in our investment income.
Cash used in investing activities for the nine months ended September 30, 2025 and 2024 reflects the purchase of fixed and short-term maturities with cash provided by operating activities, and the reinvestment of coupon payments, sales, maturities and redemption proceeds within our investment portfolio.
Cash used in financing activities primarily relates to the repurchase of common stock and taxes paid on the net share settlement of equity awards for certain employees. Cash used in financing activities for the nine months ended September 30, 2024 benefitted from the net impact of the issuance of the 2024 Notes and redemption of the 2020 Notes during the period.
Liquidity and Capital Resources
NMIH serves as the holding company for our insurance subsidiaries and does not have any significant operations of its own. NMIH's principal liquidity demands include funds for (i) payment of certain corporate expenses; (ii) payment of certain reimbursable expenses of its insurance subsidiaries; (iii) payment of the interest related to the 2024 Notes and 2024 Revolving Credit Facility; (iv) tax payments to the Internal Revenue Service; (v) capital support for its subsidiaries; (vi) repurchase of its common stock; and (vii) payment of dividends, if any, on its common stock. NMIH is not subject to any limitations on its ability to pay dividends except those generally applicable to corporations that are incorporated in Delaware. Delaware law provides that dividends are only payable out of a corporation's surplus or recent net profits (subject to certain limitations).
As of September 30, 2025, NMIH had $148.1 million of cash and cash equivalents, and investments. NMIH’s principal sources of net cash are dividends from its subsidiaries and investment income. NMIC paid a $98.4 million ordinary course dividend to NMIH on June 2, 2025, representing its full ordinary course dividend capacity payable under Wisconsin insurance laws for the twelve-month period ending December 31, 2025. NMIH also has access to $250 million of undrawn revolving credit capacity under the 2024 Revolving Credit Facility.
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On July 31, 2023, our Board of Directors authorized a $200 million repurchase program (the 2023 Repurchase Program), effective through December 31, 2025. On February 5, 2025, our Board of Directors authorized a new $250 million repurchase program (the 2025 Repurchase Program), effective through December 31, 2027, and extended the effectiveness of the 2023 Repurchase Program through December 31, 2027 to align its remaining tenor with that of the 2025 Repurchase Program. The authorizations provide NMIH with the flexibility, based on market and business conditions, stock price and other factors, to repurchase stock from time to time through open market repurchases, privately negotiated transactions, or other means, including pursuant to Rule 10b5-1 trading plans.
During the nine months ended September 30, 2025, NMIH repurchased 2.0 million shares of common stock at a total cost of $73.7 million, excluding associated costs and applicable taxes. As of September 30, 2025, NMIH had $256.4 million of repurchase authority remaining.
NMIH has entered into tax and expense-sharing agreements with its subsidiaries which have been approved by the Wisconsin OCI, with such approvals subject to change or revocation at any time. Among such agreements, the Wisconsin OCI has approved the allocation of interest expense on the 2024 Notes and 2024 Revolving Credit Facility to NMIC, to the extent proceeds from such offering and facility are contributed to NMIC or used to repay, redeem or otherwise defease amounts raised by NMIC under prior credit arrangements that have previously been distributed to NMIC.
The 2024 Notes mature on August 15, 2029 and bear interest at a rate of 6.00%, payable semi-annually on February 15 and August 15. The 2024 Revolving Credit Facility matures on May 21, 2029, and accrues interest at a variable rate equal to, at our discretion, (i) a Base Rate (as defined in the 2024 Revolving Credit Facility, subject to a floor of 1.00% per annum) plus a margin of 0.375% to 1.875% per annum, or (ii) the Adjusted Term SOFR Rate (as defined in the 2024 Revolving Credit Facility) plus a margin of 1.375% to 2.875% per annum, with the margin in each of (i) or (ii) based on our applicable corporate credit rating at the time. Borrowings under the 2024 Revolving Credit Facility may be used for general corporate purposes, including to support the growth of our new business production and operations.
Under the 2024 Revolving Credit Facility, NMIH is required to pay a quarterly commitment fee on the average daily undrawn amount of 0.175% to 0.525%, based on the applicable corporate credit rating at the time. As of September 30, 2025, the applicable commitment fee was 0.225%.
We are subject to certain covenants under the 2024 Revolving Credit Facility, including: a maximum debt-to-total capitalization ratio of 35%, a minimum consolidated net worth requirement (as defined therein), and a requirement to maintain compliance with the financial standards prescribed by the PMIERs (subject to any GSE approved waivers). We were in compliance with all covenants at September 30, 2025.
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 by the GSEs. Under Wisconsin insurance laws, NMIC and Re One may pay dividends up to specified levels (i.e., “ordinary” dividends) with 30 days' prior notice to the Wisconsin OCI. Dividends in larger amounts, or “extraordinary” dividends, are subject to the Wisconsin OCI's prior approval. Under Wisconsin insurance laws, 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 June 2, 2025, NMIC paid a $98.4 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, 2025.
As an approved insurer under PMIERs, NMIC would generally be subject to additional restrictions on its ability to pay dividends to NMIH if it failed to meet the financial requirements prescribed by PMIERs. Approved insurers that fail to meet the prescribed PMIERs financial requirements are not permitted to pay dividends without prior approval from the GSEs.
NMIH may require liquidity to fund the capital needs of its insurance subsidiaries. NMIC’s capital needs depend on many factors including its ability to successfully write new business, establish premium rates at levels sufficient to cover claims and operating costs, access the reinsurance markets and meet minimum required asset thresholds under the PMIERs and minimum state capital requirements (respectively, as defined therein).
As an approved mortgage insurer and Wisconsin-domiciled carrier, NMIC is required to satisfy financial and/or capitalization requirements stipulated by each of the GSEs and the Wisconsin OCI. The financial requirements stipulated by the GSEs are outlined in the PMIERs. Under the PMIERs, NMIC must maintain available assets that are equal to or exceed a minimum risk-based required asset amount, subject to a minimum floor of $400 million.
Available assets reflect the financial resources of a mortgage insurer available to pay claims, and includes the most
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readily liquid assets held, such as cash, investments and other items as stipulated in PMIERs Section 703. The credit provided for such liquid assets is further subject to adjustment based on several factors, including asset class, credit rating and portfolio concentration.
The risk-based required asset amount under PMIERs is determined at an individual policy-level based on the risk characteristics of each insured loan. Loans with higher risk factors, such as higher LTVs or lower borrower FICO scores, are assessed a higher charge. Non-performing loans that have missed two or more payments are generally assessed a significantly higher charge than performing loans, regardless of the underlying borrower or loan risk profile; however, special consideration is given under PMIERs to loans that are delinquent on homes located in an area declared by the Federal Emergency Management Agency to be a Major Disaster zone eligible for Individual Assistance.
NMIC’s PMIERs minimum risk-based required asset amount is also adjusted for its reinsurance transactions (as approved by the GSEs). Under NMIC’s quota share reinsurance treaties, it receives credit for the PMIERs risk-based required asset amount on ceded RIF. As its gross PMIERs risk-based required asset amount on ceded RIF increases, the PMIERs credit for ceded RIF automatically increases as well (in an unlimited amount). Under NMIC’s ILN and XOL Transactions, it generally receives credit for the PMIERs risk-based required asset amount on ceded RIF to the extent such requirement is within the subordinated coverage (excess of loss detachment threshold) afforded by the transaction.
NMIC is also subject to state regulatory minimum capital requirements based on its RIF. Formulations of this minimum capital vary by state, however, the most common measure allows for a maximum ratio of RIF to statutory capital (commonly referred to as RTC) of 25:1. The RTC calculation does not assess a different charge or impose a different threshold RTC limit based on the underlying risk characteristics of the insured portfolio. Non-performing loans are treated the same as performing loans under the RTC framework. As such, the PMIERs generally imposes a stricter financial requirement than the state RTC standard.
As of September 30, 2025, NMIC had a RTC ratio of 13.1:1 with $41.3 billion of primary RIF, net of reinsurance, and $3.1 billion of total statutory capital, including contingency reserves. Re One has no risk in force remaining and no longer reports a RTC ratio.
NMIC’s principal sources of liquidity include (i) premium receipts on its insured portfolio and new business production, (ii) interest income on its investment portfolio and principal repayments on maturities therein, and (iii) existing cash and cash equivalent holdings. At September 30, 2025, NMIC had $3.0 billion of cash and investments, including $88.2 million of cash and cash equivalents. NMIC's principal liquidity demands include funds for the payment of (i) reimbursable holding company expenses, (ii) premiums ceded under our reinsurance transactions (iii) claims payments, and (iv) taxes as due or otherwise deferred through the purchase of tax and loss bonds. NMIC's cash inflow is generally significantly in excess of its cash outflow in any given period. During the twelve-month period ended September 30, 2025, NMIC generated $388 million of cash flow from operations and received an additional $266 million of cash flow on the maturity and redemption of securities held in its investment portfolio. NMIC is not a party to any contracts (derivative or otherwise) that require it to post an increasing amount of collateral to any counterparty and NMIC’s principal liquidity demands (other than claims payments) generally develop along a scheduled path (i.e., are of a contractually predetermined amount and due at a contractually predetermined date). NMIC’s only use of cash with the potential to develop along an unscheduled path is claims payments. Given the relatively small size of our current population of defaulted policies, the generally extended duration of the default-to-foreclosure-to-claim cycle, and the potential availability of forbearance, foreclosure moratorium and other borrower assistance programs (which serve to further extend the default-to-foreclosure-to-claim cycle timeline), we do not expect NMIC to use a meaningful amount of cash to settle claims in the near-term.
Debt and Financial Strength Ratings
NMIC's financial strength is rated “A-” by Fitch Ratings (Fitch), “A3” by Moody's, and “A-” by S&P. NMIH's 2024 Notes are rated “BBB-” by Fitch and “Baa3” by Moody's. The outlook for all ratings provided by Fitch and Moody's is positive and the outlook for all ratings provided by S&P is stable.
Consolidated Investment Portfolio
The primary objectives of our investment activity are to generate investment income and preserve capital, while maintaining sufficient liquidity to cover our operating needs. We aim to achieve diversification by type, quality, maturity, and industry. We have adopted an investment policy that defines, among other things, eligible and ineligible investments; concentration limits for asset types, industry sectors, single issuers, and certain credit ratings; and benchmarks for asset duration.
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Our investment portfolio is comprised entirely of fixed maturity instruments. As of September 30, 2025, the fair value of our investment portfolio was $3.0 billion and we held an additional $130.4 million of cash and cash equivalents. Pre-tax book yield on the investment portfolio for the nine months ended September 30, 2025 was 3.3%. Book yield is calculated as period-to-date net investment income divided by the average amortized cost of the investment portfolio. The yield on our investment portfolio is likely to change over time based on movements in interest rates, credit spreads, the duration or mix of our holdings and other factors.
The following tables present a breakdown of our investment portfolio and cash and cash equivalents by investment type and credit rating:
| Percentage of portfolio's fair value | September 30, 2025 | December 31, 2024 | |||||||||
| Corporate debt securities | 67 | % | 67 | % | |||||||
| Municipal debt securities | 20 | 23 | |||||||||
| Cash, cash equivalents, and short-term investments | 8 | 5 | |||||||||
U.S. treasury securities and obligations of U.S. government agencies | 3 | 4 | |||||||||
| Asset-backed securities | 2 | 1 | |||||||||
| Total | 100 | % | 100 | % | |||||||
Investment portfolio ratings at fair value (1) | September 30, 2025 | December 31, 2024 | |||||||||
AAA (2) | 9 | % | 8 | % | |||||||
AA (3) | 31 | 35 | |||||||||
A (3) | 51 | 46 | |||||||||
BBB (3) | 9 | 11 | |||||||||
BB (4) | — | — | |||||||||
| Total | 100 | % | 100 | % | |||||||
(1) Excluding certain operating cash accounts.
(2) Includes short-term securities rated A-1+.
(3) Includes +/– ratings.
(4) We held one security with a BB rating at December 31, 2024, which is not identifiable in the table due to rounding.
All of our investments are rated by one or more nationally recognized statistical rating organizations. If three or more ratings are available, we assign the middle rating for classification purposes, otherwise we assign the lowest rating.
Investment Securities - Allowance for credit losses
We did not recognize an allowance for credit loss for any security in the investment portfolio as of September 30, 2025 or December 31, 2024, and we did not record any provision for credit loss for investment securities during the three and nine months ended September 30, 2025 or 2024.
As of September 30, 2025, the investment portfolio had gross unrealized losses of $95.5 million, of which $95.1 million were associated with securities that had been in an unrealized loss position for a period of twelve months or longer. As of December 31, 2024, the investment portfolio had gross unrealized losses of $158.6 million, of which $150.8 million were associated with securities that had been in an unrealized loss position for a period of twelve months or longer.
We evaluated the securities in an unrealized loss position as of September 30, 2025, assessing their credit ratings as well as any adverse conditions specifically related to the security. Based upon our assessment of the amount and timing of cash flows to be collected over the remaining life of each instrument, we believe the unrealized losses as of September 30, 2025 are not indicative of the ultimate collectability of the current amortized cost of the securities. Rather, the unrealized losses on securities held as of September 30, 2025 were primarily driven by fluctuations in interest rates, and to a lesser extent, movements in credit spreads following the purchase of those securities.
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Critical Accounting Estimates
We use accounting principles and methods that conform to GAAP. We are required to apply significant judgment and make material estimates in the preparation of our financial statements and with regard to various accounting, reporting and disclosure matters. Assumptions and estimates are required to apply these principles where actual measurement is not possible or practical. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.
We believe that the assumptions and estimates associated with revenue recognition, our investment portfolio, deferred policy acquisition costs, and reserves for insurance claims and claim expenses have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting estimates. There have not been any material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our 2024 10-K.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We own and manage a large investment portfolio of various holdings, types and maturities. NMIH’s principal source of operating cash is investment income. The assets within the investment portfolio are exposed to the same factors that affect overall financial market performance.
We manage market risk via a defined investment policy implemented by our treasury function with oversight from our Board's Risk Committee. Important drivers of our market risk exposure monitored and managed by us include but are not limited to:
•Changes to the level of interest rates. Increasing interest rates may reduce the value of certain fixed-rate bonds held in the investment portfolio. Higher rates may cause variable rate assets to generate additional income. Decreasing rates will have the reverse impact. Significant changes in interest rates can also affect persistency and claim rates of our insurance portfolio, and as a result we may determine that our investment portfolio needs to be restructured to better align it with future liabilities and claim payments. Such restructuring may cause investments to be liquidated when market conditions are adverse. Additionally, the changes in SOFR based interest rates affect the interest expense related to the Company's debt.
•Changes to the term structure of interest rates. Rising or falling rates typically change by different amounts along the yield curve. These changes may have unforeseen impacts on the value of certain assets.
•Market volatility/changes in the real or perceived credit quality of investments. Deterioration in the quality of investments, identified through changes to our own or third-party (e.g., rating agency or investment advisors) assessments, will reduce the value and potentially the liquidity of investments.
•Concentration risk. If the investment portfolio is highly concentrated in one asset, or in multiple assets whose values are highly correlated, the value of the total portfolio may be greatly affected by the change in value of just one asset or a group of highly correlated assets.
•Prepayment risk. Bonds may have call provisions that permit debtors to repay prior to maturity when it is to their advantage. This typically occurs when rates fall below the interest rate of the debt.
The carrying value of our investment portfolio as of September 30, 2025 and December 31, 2024 was $3.0 billion and $2.7 billion, respectively, of which 100% was invested in fixed maturity securities. The primary market risk to our investment portfolio is interest rate risk associated with investments in fixed maturity securities. We mitigate the market risk associated with our fixed maturity securities portfolio by matching the duration of our fixed maturity securities with the expected duration of the liabilities that those securities are intended to support.
As of September 30, 2025, the duration of our fixed income portfolio, including cash and cash equivalents, was 3.48 years, which means that an instantaneous parallel shift (movement up or down) in the yield curve of 100 basis points would result in a change of 3.48% in fair value of our fixed income portfolio. Excluding cash, our fixed income portfolio duration was 3.50 years, which means that an instantaneous parallel shift (movement up or down) in the yield curve of 100 basis points would result in a change of 3.50% in fair value of our fixed income portfolio.
We are also subject to market risk related to the 2024 Revolving Credit Facility and the ILN Transactions. As discussed in Item 1, “Financial Statements - Notes to Condensed Consolidated Financial Statements - Note 4, Debt” the 2024 Revolving Credit Facility bears interest at a variable rate and, as a result, increases in market interest rates would generally result in increased interest expense on any outstanding drawn balance.
The risk premium amounts under the ILN Transactions are calculated by multiplying the outstanding reinsurance coverage amount at the beginning of any payment period by a coupon rate, which is the sum of one-month SOFR, as applicable, and a risk margin, and then subtracting actual investment income earned on the trust balance during that payment period. An increase in one-month SOFR, as applicable, would generally increase the risk premium payments, while an increase to money market rates, which directly affect investment income earned on the trust balance, would generally decrease them. Although we expect the two rates to move in tandem, to the extent they do not, it could increase or decrease the risk premium payments that otherwise would be due.
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Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of September 30, 2025, pursuant to Rule 13a-15(e) under the Exchange Act. Management applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature, can provide only reasonable assurance regarding management's control objectives. Management does not expect that our disclosure controls and procedures will prevent or detect all errors and fraud. A control system, irrespective of how well it is designed and operated, can only provide reasonable assurance and cannot guarantee that it will succeed in its stated objectives.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
Internal Control Over Financial Reporting
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.
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PART II
Item 1. Legal Proceedings
Certain lawsuits and claims arising in the ordinary course of business may be filed or pending against us or our affiliates from time to time. In accordance with applicable accounting guidance, we establish accruals for all lawsuits, claims and expected settlements when we believe it is probable that a loss has been incurred and the amount of the loss is reasonably estimable. When a loss contingency is not both probable and estimable, we do not establish an accrual. Any such loss estimates are inherently uncertain, based on currently available information and are subject to management's judgment and various assumptions. Due to the inherent subjectivity of these estimates and unpredictability of outcomes of legal proceedings, any amounts accrued may not represent the ultimate resolution of such matters.
To the extent we believe any potential loss relating to such lawsuits and claims may have a material impact on our liquidity, consolidated financial position, results of operations, and/or our business as a whole and is reasonably possible but not probable, we will disclose information relating to any such potential loss, whether in excess of any established accruals or where there is no established accrual. We will also disclose information relating to any material potential loss that is probable but not reasonably estimable. Where reasonably practicable, we will provide an estimate of loss or range of potential loss. No disclosures are generally made for any loss contingencies that are deemed to be remote.
Based upon information available to us and our review of lawsuits and claims filed or pending against us to date, we have not recognized a material accrual liability for these matters, nor do we currently expect it is reasonably possible that these matters will result in a material liability to the Company. However, the outcome of litigation and other legal and regulatory matters is inherently uncertain, and it is possible that one or more of such matters currently pending or threatened could have an unanticipated material adverse effect on our liquidity, consolidated financial position, results of operations, and/or our business as a whole, in the future.
Item 1A. Risk Factors
Risk factors that affect our business and financial results are discussed in Part I, Item 1A of our 2024 10-K. As of the date of this report, we are not aware of any material changes in our risk factors from the risk factors disclosed in our 2024 10-K. You should carefully consider the risks and uncertainties described herein and in our 2024 10-K, which have the potential to affect our business, financial condition, results of operations, cash flows or prospects in a material and adverse manner. The risks described herein and in our 2024 10-K are not the only risks we face, as there are additional risks and uncertainties not currently known to us or that we currently deem to be immaterial, which may in the future adversely affect our business, financial condition and/or operating results.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table provides information about purchases of NMI Holdings, Inc. common stock by us during the three months ended September 30, 2025.
| ($ In Thousands, except for per share data) | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Program (1) | ||||||||||||||||||||||
| Period: | ||||||||||||||||||||||||||
| 7/1/2025 to 7/31/2025 | 215,713 | $ | 39.17 | 215,713 | $ | 272,569 | ||||||||||||||||||||
| 8/1/2025 to 8/31/2025 | 206,942 | 38.90 | 206,942 | 264,520 | ||||||||||||||||||||||
| 9/1/2025 to 9/30/2025 | 205,271 | 39.34 | 205,271 | 256,445 | ||||||||||||||||||||||
| Total | 627,926 | 627,926 | ||||||||||||||||||||||||
(1) On July 31, 2023, our Board of Directors authorized a $200 million share repurchase program (the 2023 Repurchase Program), effective through December 31, 2025. On February 5, 2025, our Board of Directors authorized an additional $250 million repurchase program (the 2025 Repurchase Program), effective through December 31, 2027 and extended the effectiveness of the 2023 Repurchase Program through December 31, 2027 to align its remaining tenor with that of the 2025 Repurchase Program. See Part I, Item 1, “Financial Statements - Notes to Condensed Consolidated Financial Statements - Note 10, Stockholder's Equity” for additional information.
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 terminated
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
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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.
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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) | |||||||
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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 ~ * | ||||||||
10.23 ~ * | ||||||||
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, 2024 (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 | ||||||||
| 31.2 | ||||||||
| 32.1 # | ||||||||
| 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; | ||||||||
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(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. | ||||
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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 | |||||
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Exhibit 10.22
NMI Holdings, Inc.
Amended and Restated Severance Benefit Plan
I.PURPOSE
NMI Holdings, Inc. (“NMI” or the “Company”) has established this Severance Benefit Plan (this “Plan”) in order to ease the financial burden on eligible terminated employees as a result of job loss or position elimination. This Plan is designed to apply in situations where NMI terminates the employment of an eligible employee due to:
1.a reduction in the work force;
2.elimination of his or her position;
3.lack of work; or
4.any other reason approved in the sole discretion of the Company.
Provided they meet all requirements, as specified below, these employees may be eligible to participate in this Plan, the terms of which are further described below. Benefits under this Plan are only available upon an involuntary termination due to layoff, elimination of position or lack of work, and are not available for other involuntary terminations, unless approved by an authorized officer of the Company. Employees who voluntarily terminate employment or who retire, die or become disabled are not eligible for severance benefits under this Plan. Employees who are on a Company-approved leave of absence at the time of a Company-initiated action that would eliminate his or her position will be considered for severance benefits under this Plan at the conclusion of the approved leave. At such time, the employee must meet all of the necessary prerequisites to return to active employment under the terms of the approved leave and must also satisfy the eligibility requirements of this Plan in order to be eligible to receive severance benefits.
This Plan is intended to constitute an “employee welfare benefit plan” as that term is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). This document constitutes the summary plan description and plan document with respect to this Plan. This Plan supersedes and replaces any and all prior severance, workforce reduction or similar policies or programs that may have been applicable to eligible employees of NMI.
This Plan was originally effective as of February 10, 2016 and is amended and restated as of November 2, 2025, and it will remain in effect unless it is amended or terminated sooner by the Company, which the Company reserves the right to do.
II.ELIGIBILITY
Any regular “full-time” or “part-time” employee of the Company or its subsidiaries (an “Employee”) may be eligible for severance pay or benefits under this Plan if the Employee satisfies all of the conditions set forth in this Plan. Temporary employees are not eligible for severance pay or benefits.
III.CONDITIONS FOR SEVERANCE BENEFITS
Subject to the provisions set forth above, an Employee is eligible to begin receiving severance benefits if he or she meets all of the following conditions:
1.The Employee properly executes a Separation Agreement and Release of All Claims in a form presented by the Company (the “Separation Agreement”) within the time period specified in the Separation Agreement, and does not thereafter revoke the Separation Agreement. The Separation Agreement must be signed on or after the Employee’s last day worked (the “Termination Date”). No benefits will be paid until the Separation Agreement becomes effective according to its terms.
2.The Employee remains an active employee of the Company until the ultimate date established by the Company as the Termination Date.
3.If requested by NMI, the Employee assists with the transition of his or her job duties and responsibilities.
Severance benefits under this Plan are extra compensation to eligible Employees, not compensation that the Company is required to pay outside of this Plan. Therefore, the severance benefits will be provided as consideration for the Employee’s execution of and compliance with the Separation Agreement and for the Employee’s cooperation in NMI’s transition efforts.
IV.BENEFITS
Eligible Employees who meet the conditions set forth in this Plan, and who have signed the applicable Separation Agreement, will be provided the following, according to their position and length of service:
| Severance Benefits | ||||||||||||||
| Employee Level | Benefits | Employee Level | Benefits | |||||||||||
| Managers and Individual Contributors | Within first year – 2 weeks of base salary After first year – 2 weeks of base salary and 1 month of health coverage contribution for each full year of service (maximum of 4 months of base salary & 4 months of health coverage) | S/VPs | Within first year – 2 months of base salary and 2 months of health coverage After first year – 2 months of base salary and 2 months of health coverage contribution for each full year of service (maximum of 8 months of base salary & 8 months of health coverage) | |||||||||||
Employee Level | Benefits | Employee Level | Benefits | ||||||||
| Directors | Within first year – 1 month of base salary and 1 month of health coverage After first year – 1 month of base salary and 1 month of health coverage contribution for each full year of service (maximum of 6 months of base salary & 6 months of health coverage) | EVPs, Executive Chairman, President & CEO (without employment agreement) | Within first year – 3 months of base salary and target annual bonus opportunity After first year – 3 months of base salary and target annual bonus opportunity for each full year of service (maximum of 18 months (24 months for the Executive Chairman, President & CEO)) An amount equal to the product of (x) the Employee’s target annual bonus opportunity multiplied by (y) a fraction, the numerator of which is the number of days in the then-current fiscal year through the Termination Date and the denominator of which is the total number of days in the then-current fiscal year 12 months (18 months for the Executive Chairman, President & CEO) of health coverage contribution | ||||||||
The cash severance pay will be paid out in one lump sum within seventy (70) days following the applicable Employee’s Termination Date. All cash severance pay under this Plan shall be subject to applicable federal, state, local, or other tax withholding.
Pursuant to the Benefits chart detailed above, NMI will continue to pay the employer contribution towards the eligible Employee’s applicable monthly Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premium (including the employer portion for the eligible Employee’s dependents) for the time period specified above, according to the Employee’s position and, as applicable, length of service, provided the Employee is eligible for and timely elects COBRA coverage.
V.APPEALS PROCESS
A.Initial Claims
If an employee believes that (i) he/she was improperly excluded from participation in this Plan, (ii) benefits under this Plan have been improperly denied or (iii) benefits provided were incorrectly calculated, he/she has the right to submit a written claim to NMI’s Director of Compensation & Benefits (the “Director”). In order to be considered timely, the claim must be submitted within thirty (30) days after the date on which the employee first learns of the facts giving rise to the claim.
The claim must identify the relief requested, and include a statement of the facts supporting the claim. The Director will, in his/her sole discretion, grant or deny the claim. If the claim is denied, the Director will give written notice to the employee, setting forth the reasons for denial, and/or requesting additional material or information, as well as an explanation of this Plan’s claim review procedures. The notice will be given to the employee within ninety (90) days after receipt of the claim. However, the Director, in collaboration with the Senior Vice President, Human Resources, may, in his/her discretion, extend this period for an additional ninety (90) days. Under these circumstances, the Director will give written notice of any extension to the employee before the expiration of the initial ninety (90) day period, and will set forth the circumstances requiring the extension and the date by which the final decision is expected to be issued. If written notice of a claim decision is not provided to the employee within the period described (including any extension), then the claim will be deemed denied at the expiration of such period, and the employee may appeal the denial as described below.
B.Appeals
An employee whose claim has been denied, in whole or in part, may request a review of such denial by filing a written notice of appeal with the Senior Vice President, Human Resources for the Company (the “Plan Administrator”).
The appeal must be made within sixty (60) days after the date on which the initial claim was denied or deemed denied. No action at law or equity may be brought to recover benefits under this Plan unless and until the employee requests an internal administrative appeal during the sixty (60)-day period and the appeal is finally denied by the Plan Administrator. In connection with an appeal, the employee (or the employee’s authorized representative) may review pertinent documents and submit evidence and written argument to the Plan Administrator. All information provided will be considered in deciding the questions presented by the appeal. The Plan Administrator will decide the questions presented by the appeal, either with or without holding a meeting, and will issue a written notice of decision to the employee setting forth the specific reasons for the denial and any other information the Plan Administrator deems appropriate. The notice will be issued within sixty (60) days after receipt of the request for review. However, this period may be extended for an additional sixty (60) days if the Plan Administrator determines, in his/her sole discretion, that circumstances require an extension. Written notice of any extension will be given to the employee before the expiration of the initial sixty (60)-day period, and will indicate the circumstances requiring the extension and the date by which the final decision is expected to be issued. If notice of an appeal decision is not provided to the employee within the period described (including any extension), then the claim
will be deemed denied at the expiration of the period. Any decision of the Plan Administrator shall be final and conclusive except to the extent that the employee proves in a civil lawsuit pursuant to a final and non-appealable judgment that the decision of the Plan Administrator was an abuse of discretion.
No legal action may be commenced prior to the completion of the benefits claims procedure described in this Plan. In addition, no legal action may be commenced after the later of (i) 180 days after receiving a written response of the Plan Administrator to an appeal or (ii) 365 days after the date the claimant was terminated.
VI.RIGHTS UNDER ERISA
Participants in this Plan are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants shall be entitled to:
•Examine all documents governing this Plan, including collective bargaining agreements and copies of all documents filed by this Plan with the U.S. Department of Labor, without charge at the office of the Senior Vice President of Human Resources.
•Obtain copies of documents governing the operation of this Plan, including collective bargaining agreements and an updated summary plan description, upon written request to the Plan Administrator. A reasonable charge may be made for the copies.
In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of this Plan. The people who operate this Plan, called “fiduciaries” of this Plan, have a duty to operate this Plan prudently and in the interest of you and other Plan participants and beneficiaries.
No one, including your employer, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your ERISA rights.
If your claim for a benefit is denied or ignored in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents from the Plan Administrator and do not receive them within thirty (30) days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.
If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.
If you have any questions about this Plan, you should contact the Plan Administrator. If you have any questions about this statement or your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration (1-866-444-3272) or by visiting www.dol.gov/ebsa.
VII.ADDITIONAL PLAN INFORMATION AND PLAN ADMINISTRATION
The Plan sponsor and employer is:
NMI Holdings, Inc.
2100 Powell Street, 12th Fl.
Emeryville, CA 94608
The Plan Administrator of this Plan is the Senior Vice President of Human Resources of NMI. The Plan Administrator is the named fiduciary of this Plan as defined by ERISA. The Plan Administrator may delegate its authority and responsibilities under this Plan to one or more persons.
The Plan Administrator may be contacted at:
NMI Holdings, Inc.
2100 Powell Street, 12th Fl.
Emeryville, CA 94608
Tel: (510) 858-0360
The Plan Administrator has full discretion to administer and interpret this Plan and to decide any and all matters arising under this Plan, including the right to make findings of fact; to determine eligibility for participation, benefits, and other rights under this Plan; to determine whether any notice requirement or other administrative procedure under this Plan has been adequately observed; to determine the proper recipient(s) of any benefits under this Plan; to remedy possible ambiguities, inconsistencies, or omissions by general rule or particular decision; and otherwise to interpret this Plan in accordance with its terms. The Plan Administrator’s determination on any and all questions arising out of the interpretation or administration of this Plan shall be final, conclusive and binding on all parties.
This Plan’s agent for service of process is the Plan Administrator, who may be contacted at the address listed above.
The Company’s Employment Identification Number is: 45 4914248
The Plan Number is: LC024.1
The Plan Year ends: December 31
Plan Type: ERISA Welfare Plan
Source of Funding: The Company’s General Assets
VIII.Other Terms and Conditions
•No Benefits will be payable under this Plan unless an Employee timely signs and delivers a Separation Agreement to the Plan Administrator within the time period designated in the Separation Agreement and does not revoke the Separation Agreement as provided by its terms.
•Unless otherwise specified in the Separation Agreement, all benefits of employment terminate as of the Employee’s Termination Date.
•This Plan does not constitute a contract of employment or impose on NMI any obligation to retain employees. Nothing in this Plan will be deemed to modify or affect in any way any Employee’s at-will status.
•This document is the official plan document for this Plan. Upon any conflict between this document and any other document, instrument, or communication describing the policies or procedures with respect to benefits for Employees eligible to participate in this Plan, the terms of this document will control.
•All benefits under this Plan are provided entirely from NMI’s general assets. No portion of this Plan is funded.
•NMI reserves the right, at any time, by written direction, to terminate, modify, or amend, in whole or in part, any and all of the provisions of this Plan.
•If any provision of this Plan is held to be in conflict with or in violation of any federal, state or local statute, rule or decision, all other provisions of this Plan shall continue in full force and effect.
•This Plan shall be governed by ERISA and, to the extent not preempted thereby, the laws of the State of California.
Exhibit 10.23
NMI Holdings, Inc.
Amended and Restated Change in Control Severance Benefit Plan
Amended and Restated Change in Control Severance Benefit Plan
I.PURPOSE
NMI Holdings, Inc. (the “Company”) has established this Amended and Restated Change in Control Severance Benefit Plan (this “Plan”) in order to assure the Company that it will have the continued dedication of specified executives and employees and eliminate the distractions of personal uncertainties associated with potential transactions that the Company may undertake in the future by providing for certain benefits and payments to those executives who experience qualifying terminations of employment in connection with such transactions, as described herein.
II.PLAN TERM
This Plan was originally effective as of February 16, 2017, and is amended and restated effective as of November 2, 2025 (the “Effective Date”), and it will remain in effect unless it is amended or terminated sooner by the Company. If a Change in Control occurs, this Plan shall continue in full force and effect until all obligations under this Plan have been satisfied.
III.AMENDMENT; TERMINATION
IV.Prior to the occurrence of a Change in Control, this Plan may be amended or terminated by the Committee; provided, however, that during the 12 months prior to a Change in Control, the Committee may not amend this Plan in any manner that adversely affects the rights or benefits of any Participant without such Participant’s consent. Following the occurrence of a Change in Control, this Plan may not be amended or terminated in any respect that adversely affects the rights or benefits (or potential rights or potential benefits) of any Participant and may not be terminated until all obligations under this Plan have been satisfied.
V.ADMINISTRATION
1.This Plan shall be administered by the Committee, which shall have full and exclusive power to interpret this Plan and to adopt rules, regulations and guidelines to carry out this Plan as it deems necessary or appropriate. Any Committee decision in interpreting and administering this Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. Notwithstanding anything in this Plan to the contrary, following a Change in Control, a Participant shall have the right to challenge any determination by the Committee regarding such Participant’s rights under this Plan in a court or tribunal of competent jurisdiction and the Committee’s determination shall be subject to de novo review. Such de novo standard shall apply notwithstanding the grant of full discretion hereunder to the Committee or any person or characterization of any decision by the Committee or by such person as final, binding or conclusive on any party.
VI.ELIGIBILITY
From time to time, the Committee may, in its sole discretion, designate in writing the names of the employees who shall be eligible for benefits under this Plan. Promptly following the date on which the Committee designates the employees who shall be Participants in this Plan, the Committee shall deliver each Participant a written notice of participation which specifies the Participant’s applicable Severance Multiple and COBRA Period. The Committee may designate Participants at any time. The Committee may revoke employees as Participants if, and only if, such Committee action occurs at least 12 months prior to a Change in Control.
VII.SEVERANCE BENEFITS
Upon a Qualifying Termination that occurs within 24 months following a Change in Control, each Participant shall be entitled to receive the following benefits:
1.A lump sum cash payment in an amount equal to (a) the Severance Multiple multiplied by (b) the sum of (i) the Participant’s annual base salary in effect as of the date of termination and (ii) the Participant’s target annual bonus for the year in which the date of termination occurs (the “Severance Amount”), which, subject to Section VII, shall be paid within 60 days following the Participant’s date of termination. For purposes of determining the Severance Amount, the amount of the Participant’s annual base salary and target annual bonus will be determined without regard to any reduction if such reduction is the reason for the Participant’s termination of employment under this Plan under clause (a) or (b) of the definition of Good Reason.
2.A lump sum cash payment in an amount equal to the cost of (a) the monthly premiums for medical coverage for the Participant and his or her eligible dependents pursuant to Section 4980B(f) of the Code (or any successor provision thereof) in effect as of the date of termination, less the active employee rate for such coverage, multiplied by (b) the number of months in the COBRA Period, which amount, subject to Section VII, shall be paid within 60 days following the Participant’s date of termination (the “COBRA Amount”). For the avoidance of doubt, the COBRA Period will be set to align with the Severance Multiple, but stated on a monthly basis (e.g., a 2.0 multiple would be 24 months, while a 1.5 multiple would be 18 months).
3.A lump sum cash payment in an amount equal to (a) the greater of (x) Participant’s target annual bonus for the year in which the date of termination occurs or (y) the amount being accrued on the books and records of the Company in respect of the Participant’s annual bonus for the year in which the date of termination occurs (annualized for the full year), multiplied by (b) a fraction, the numerator of which is the number of days that have elapsed through and including the date of termination during the fiscal year of the Company in which the date of termination occurs, and the denominator of which is the total number of days in such fiscal year, which amount, subject to Section VII, shall be paid within 60 days following the Participant’s date of termination. The amount of the Participant’s target annual bonus will be determined without regard to any reduction if such reduction is the reason for the Participant’s termination of employment under this Plan under clause (b) of the definition of Good Reason (the “Prorated Bonus”).
4.A lump sum cash payment consisting of the Participant’s earned but unpaid annual base salary through the date of his or her termination of employment and any accrued vacation pay or other paid time off to the extent required by any policy in effect prior to the Change in Control, or otherwise payable under applicable law, which shall be paid within 30 days following the date of the Participant’s termination of employment.
5.Any annual incentive payment for any prior award period that has ended but has not yet been paid to the Participant as of his or her date of termination, which shall be paid no later than the 15th day of the third month following the last day of the fiscal year with respect to which such incentive payment is attributed (other than any portion of such annual incentive payment that was previously deferred, which shall be paid in accordance with the applicable deferral arrangement and any election thereunder).
6.To the extent not paid or provided prior to the Participant’s date of termination, any other amounts or benefits required to be paid or provided, or which the Participant is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company or its affiliates through the date of termination, including unreimbursed expenses due and owing to the Participant under the Company’s expense reimbursement policy as of the date of termination.
Upon a Qualifying Termination that occurs during the six-month period immediately preceding the date on which a Change in Control occurs but after the date a definitive transaction agreement is executed that contemplates such a Change in Control, and if it is reasonably demonstrated by the Participant that such termination of employment was initiated by the acquiror or merger partner in connection with the Change in Control, then, for purposes of this Plan, the Participant’s employment shall be deemed to have terminated immediately following the closing of the Change in Control, and the amount paid to the Participant under this Plan shall be reduced by the amount of any severance benefits paid to the Participant in connection with such termination of employment or that the Participant is entitled to receive in connection with such termination of employment pursuant to any other severance plan, policy or Individual Agreement.
Participants who voluntarily terminate employment without Good Reason or terminate employment due to death or Disability or are terminated by the Company for Cause will not be eligible for benefits under this Plan.
Participants shall have no obligation to mitigate the severance obligations under this Plan and compensation from a subsequent employer will not reduce benefits under this Plan. The Company’s obligation to make the payments provided under Section VI and otherwise to perform its obligations under this Plan shall not be affected by any set off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against the Participant or others. If a Participant’s employment is terminated because of a mass layoff or other event to which the Worker Adjustment and Retraining Notification Act of 1988 or similar state law (collectively, “WARN”) applies, then the amount of the payments and benefits under Section VI to which the Participant is entitled shall not be reduced by the amount of any pay provided to the Participant in lieu of the notice required by WARN.
All payments and benefits under this Plan shall be less any required tax withholdings.
VIII.RELEASE REQUIREMENT
IX.A Participant shall not be entitled to the Severance Amount, the COBRA Amount or the Prorated Bonus unless the Participant executes a Separation Agreement and Release of All Claims substantially in the form attached hereto as Annex A (the “Separation Agreement”) within 30 days (or 45 days, if applicable law requires the Participant be entitled to consider the Separation Agreement for a longer period), and the Separation Agreement becomes effective in accordance with its terms prior to the 60th day following the Participant’s date of termination.
X.SEVERANCE BENEFITS REQUIRED BY OTHER AGREEMENT
If a Participant is entitled to severance benefits under this Plan and one or more other severance plans or agreements or an Individual Agreement, such Participant shall only receive the severance benefits under this Plan (subject to receipt of a signed (and unrevoked) Separation Agreement). For clarity, this Section VIII shall not limit a Participant’s entitlement to equity award vesting or other compensation or benefits of a type not addressed in this Plan in connection with a termination of employment. Further, a Participant’s resignation under this Plan with or without Good Reason shall in no way affect the Participant’s ability to terminate employment by reason of “retirement” under any compensation and benefits plans, programs or arrangements of the Company or any of its affiliates or to be eligible to receive benefits under any compensation or benefit plans, programs or arrangements of the Company or any of its affiliates, and any termination that otherwise qualifies as Good Reason shall be treated as such even if it is also a “retirement” for purposes of any such plan.
XI.LIMITATION ON CERTAIN PAYMENTS
Anything in this Plan to the contrary notwithstanding, if the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject the Participant to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Plan (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Participant would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Participant would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Participant shall receive all Agreement Payments to which the Participant is entitled hereunder.
If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof.
As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Participant pursuant to this Plan which should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of the Participant pursuant to this Plan could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Safe Harbor Amount hereunder. If the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Participant which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, the Participant shall pay promptly (and in no event later than 60 days following the date on which the Overpayment is determined) pay promptly any such Overpayment to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by the Participant to the Company if and to the extent such payment would not either reduce the amount on which the Participant is subject to tax under Sections 1 and 4999 of the Code or generate a refund of such taxes. If the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than 60 days following the date on which the Underpayment is determined) by the Company to or for the benefit of the Participant together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.
To the extent requested by the Participant, the Company shall cooperate with the Participant in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Participant (including, without limitation, the Participant’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant) before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of Treasury Regulation Section 1.280G-1 under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of Treasury Regulation Section 1.280G-1 under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of Treasury Regulation Section 1.280G-1 under Section 280G of the Code in accordance with Q&A-5(a) of Treasury Regulation Section 1.280G-1 under Section 280G of the Code.
All determinations made by the Accounting Firm under this Section shall be binding upon the Company and the Participant and shall be made as soon as reasonably practicable and in no event later than 15 days following the date of the Participant’s termination. All fees and expenses of the Accounting Firm shall be borne solely by the Company.
The following terms shall have the following meanings for purposes of this Section.
1.“Accounting Firm” means a nationally recognized certified public accounting firm that is selected by the Company prior to a Change in Control for purposes of making the applicable determinations hereunder, which firm shall not, without the
Participant’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change in Control.
2.“Net After-Tax Receipt” means the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on the Participant with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to the Participant’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determined to be likely to apply to the Participant in the relevant tax year(s).
3.“Parachute Value” of a Payment means the present value as of the date of the Change in Control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment.
4.“Payment” means any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Participant, whether paid or payable pursuant to this Plan or otherwise.
5.“Safe Harbor Amount” means (x) 3.0 times the Participant’s “base amount,” within the meaning of Section 280G(b)(3) of the Code, minus (y) $1.00.
XII.SECTION 409A
1.It is intended that payments and benefits made or provided under this Plan shall not result in penalty taxes or accelerated taxation pursuant to Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code. All payments to be made upon a termination of employment under this Plan may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on a Participant pursuant to Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment under this Plan, including, without limitation, through the timing of the delivery of the Separation Agreement, such that, for the avoidance of doubt, any payment that may be paid in more than one taxable year, depending on the date of delivery of the Release by a Participant, shall be paid in the later taxable year.
2.Notwithstanding anything to the contrary in this Plan, all reimbursements and in-kind benefits provided under this Plan that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during a Participant’s lifetime (or during a shorter period of time specified in this Plan); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
3.Notwithstanding any other provision of this Plan to the contrary, if a Participant is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Participant’s date of termination), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to such Participant under this Plan during the six-month period immediately following such Participant’s separation from service (as determined in accordance with Section 409A of the Code) on account of such Participant’s separation from service shall be accumulated and paid to such Participant on the first business day of the seventh month following the Participant’s separation from service (the “Delayed Payment Date”), to the extent necessary to avoid penalty taxes or accelerated taxation pursuant to Section 409A of the Code. If such Participant dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of the Participant’s estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of such Participant’s death.
XIII.OTHER TERMS AND CONDITIONS
Unless otherwise specified in this Plan, all benefits of employment terminate as of the Participant’s date of termination.
This Plan does not constitute a contract of employment or impose on the Company any obligation to retain Participants. Nothing in this Plan will be deemed to modify or affect in any way any Participant’s at-will status.
This Plan will bind any successor of the Company, its assets, or its businesses (whether direct or indirect, by purchase, merger, consolidation, or otherwise), in the same manner and to the same extent that the Company would be obligated under this Plan if no succession had taken place. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and to honor this Plan in the same manner and to the same extent that the Company would be required to honor it if no such succession had taken place, unless such successor succeeds to this Plan by operation of law. The term “Company,” as used
in this Plan, shall mean the Company as hereinbefore defined and any successor or assignee to the business or assets which by reason hereof becomes bound by this Plan.
In the event of any conflict between this document and any other document, instrument, or communication describing the policies or procedures with respect to benefits for employees eligible to participate in this Plan, the terms of this document will control.
The benefits under this Plan are provided entirely from the Company’s general assets. No portion of this Plan is funded.
If any provision of this Plan is held to be in conflict with or in violation of any federal, state or local statute, rule or decision, all other provisions of this Plan shall continue in full force and effect. Notwithstanding anything else contained herein, the Company shall not be required to make any payment or take any other action prohibited by law, including, but not limited to, any regulation, directive, or order of federal or state regulatory authorities. The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The captions of this Plan are not part of the provisions hereof and shall have no force or effect. Neither a Participant’s nor the Company’s failure to insist upon strict compliance with any provision of this Plan, or the failure to assert any right a Participant or the Company may have hereunder, shall be deemed to be a waiver of such provision or right or any other provision or right of this Plan.
Following a Change in Control, the Company agrees to pay as incurred, within 10 days following the Company’s receipt of an invoice from the Participant and to the fullest extent permitted by law, all legal fees and expenses that the Participant may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Participant or others of the validity or enforceability of, or liability under, any provision of this Plan or any guarantee of performance thereof, whether such contest is between the Company and the Participant or between either of them and any third party (including as a result of any contest by the Participant about the amount of any payment pursuant to this Plan), plus in each case interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code determined as of the date such legal fees and expenses were incurred.
This Plan shall be governed by the laws of the State of California.
This Plan does not require an ongoing administrative scheme and, therefore, is intended to be a payroll practice which is not subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). However, if it is determined that this Plan is subject to ERISA, (a) it shall be considered to be an unfunded plan maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees (a “top-hat plan”), and (b) it shall be administered in a manner which complies with the provisions of ERISA that are applicable to top-hat plans.
XIV.CERTAIN DEFINITIONS
“Cause” means (a) “Cause” as defined in the Participant’s Individual Agreement or (b) if the Participant is not subject to an Individual Agreement or it does not define Cause: (i) conviction of, or plea of guilty or nolo contendere by, the Participant for committing a felony under federal law or the law of the state in which such action occurred, in effect after exhaustion of all rights of appeal, that is materially and demonstrably injurious to the Company; (ii) willful, continued and deliberate failure on the part of the Participant to perform his or her employment duties in any material respect for 10 days (or such longer period as the Company may determine to be appropriate) after a written demand for substantial performance is delivered to the Participant by the Company that specifically identifies the manner in which the Participant has not substantially performed his or her employment duties; (iii) dishonesty in the course of fulfilling the Participant’s employment duties that is materially and demonstrably injurious to the Company; or (iv) a material violation of the Company’s ethics and compliance program; provided, however, that, for purposes of this definition of “Cause,” no act, or failure to act, on the part of the Participant will be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the board of directors of the Company (the “Board”), or if the Company is not the ultimate parent entity of the Company and is not publicly traded, the board of directors (or, for a non-corporate entity, equivalent governing body) of the ultimate parent of the Company (the “Applicable Board”) or upon the instructions of an officer to whom the Participant reports or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company and its Affiliates. The cessation of employment of the Participant shall not be deemed to be for Cause unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Applicable Board (excluding the Participant if the Participant is a member of the Applicable Board) at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is provided to the Participant and the Participant is given an opportunity, together with counsel for the Participant, to be heard before the Applicable Board), finding that, in the good-faith opinion of the Applicable Board, the Participant is guilty of the conduct described in subparagraph (i) through (iv) above, and specifying the particulars thereof in detail. Following a Change in Control, any determination by the Committee as to whether Cause exists shall be subject to de novo review.
“Change in Control” means the occurrence of any of the following events:
(a)An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common
Stock”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, or (D) any acquisition by any entity pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this definition; or
(b)A change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that, for purposes of this definition, any individual who becomes a member of the Board subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be considered as a member of the Incumbent Board; or
(c)The consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries or sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent securities), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent body or committee) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(d)The approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, solely for the purpose of determining the timing of payment or distribution of any compensation or benefit that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code (and not the right to vest in or be entitled to receive any such payment or benefit) that may only be made or changed (including a change in the form of payment) upon an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder, such payment shall only be made or timing or form changed if the Change in Control constitutes a “change in ownership” of the Company, a “change in effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company, in each case, as defined under Section 409A of the Code.
“COBRA Period” means the period of months following the Participant’s termination of employment set forth in the written notice of participation provided to the Participant by the Company.
The “Code” means the Internal Revenue Code of 1986, as amended.
“Committee” means the Compensation Committee of the Board, or any other committee designated by the Board to administer this Plan.
“Disability” means (a) “Disability” as defined in the Participant’s Individual Agreement or (b) if the Participant is not subject to an Individual Agreement or it does not define disability, a condition entitling the Participant to receive benefits under a long-term disability plan of the Company or an affiliate or, in the absence of such a plan, the complete and permanent inability by reason of illness or accident to perform the duties of the occupation at which the Participant
was employed or served when such disability commenced or, as determined by the Committee, based upon medical evidence acceptable to it.
“Good Reason” means (a) “Good Reason” as defined in the Participant’s Individual Agreement or (b) if the Participant is not subject to an Individual Agreement or it does not define Good Reason: (i) a 10% (or greater) reduction in the Participant’s base salary, (ii) a 10% (or greater) reduction in the Participant’s target annual incentive opportunity or target long-term incentive opportunity, (iii) a material diminution in the Participant’s title or position or a material diminution in the Participant’s duties, authorities or responsibilities, or the assignment to the Participant of any duties or responsibilities (including reporting responsibilities) materially inconsistent with the Participant’s position, (iv) any relocation of the Participant’s principal place of business at the requirement of the Company (excluding any remote work arrangement) to a location more than 30 miles from the Participant’s principal place of business prior to such relocation (to the extent the Participant is required regularly to work at such principal place of business and is not permitted to work on a remote basis to perform a substantial portion of his or her duties), provided that, if the Participant is permitted
to work on a remote basis to perform a substantial portion of his or her duties as of
immediately prior to the Change in Control, a change in such arrangement shall constitute Good Reason, or (v) a material breach by the Company or its affiliates of this Plan or any agreement between the Company or its affiliates and the Participant. In order to invoke a termination for Good Reason, the Participant shall provide written notice to the Company of the existence of one or more of the conditions described in the foregoing clauses (i) through (v) within 60 days following the Participant’s knowledge of the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition if such condition is reasonably subject to cure. If the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Participant’s “separation from service” (within the meaning of Section 409A of the Code) must occur, if at all, within 60 days following such Cure Period in order for such termination as a result of such condition to constitute a termination for Good Reason.
“Individual Agreement” means an employment, consulting or similar agreement or arrangement between a Participant and the Company or one of its subsidiaries or affiliates.
“Participant” means any executive, employee or consultant of the Company that the Committee has designated in writing as eligible to receive benefits under this Plan in accordance with Section V.
“Qualifying Termination” means a termination of the Participant’s employment by the Company without Cause or a resignation by the Participant with Good Reason.
“Severance Multiple” means the multiple set forth in the written notice of participation provided to the Participant by the Company.
Annex A
Separation Agreement
EXHIBIT 31.1
PRINCIPAL EXECUTIVE OFFICER’S CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Adam S. Pollitzer, certify that:
1.I have reviewed this quarterly report on Form 10-Q of NMI Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| November 4, 2025 | /s/ Adam S. Pollitzer | ||||
| Adam S. Pollitzer | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
EXHIBIT 31.2
PRINCIPAL FINANCIAL OFFICER’S CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Aurora Swithenbank, certify that:
1.I have reviewed this quarterly report on Form 10-Q of NMI Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| November 4, 2025 | /s/ Aurora Swithenbank | ||||
| Aurora Swithenbank | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
EXHIBIT 32.1
CERTIFICATION 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
In connection with the Quarterly Report of NMI Holdings, Inc. (the "Company") on Form 10-Q for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of such officer's knowledge:
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| November 4, 2025 | |||||
| /s/ Adam S. Pollitzer | |||||
| Adam S. Pollitzer | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| November 4, 2025 | |||||
| /s/ Aurora Swithenbank | |||||
| Aurora Swithenbank | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to NMI Holdings, Inc. and will be retained by NMI Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.