Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 15, 2021, NMI Holdings, Inc. (the "Company") announced that Patrick L. Mathis, the Company's Executive Vice President and Chief Operating Officer, will depart from his position on April 1, 2022. In connection with his departure, the Company entered into a separation agreement with Mr. Mathis (the "Separation Agreement"), which provides that upon his termination of employment, he will be eligible to receive (1) Company-paid premiums for continued health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 for 12 months following his termination of employment and (2) accelerated vesting of outstanding stock options and time-vesting restricted stock unit awards. In addition, Mr. Mathis's outstanding performance-based restricted stock unit awards will remain outstanding and eligible to vest based on actual achievement of the applicable performance metrics for the applicable performance periods. All benefits under the Separation Agreement are subject to Mr. Mathis's compliance with the terms of the Separation Agreement (including certain restrictive covenants) and his execution and non-revocation of a release of claims against the Company.

The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which is attached as Exhibit 10.1 and is incorporated by reference herein. A copy of the Company's related press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 has been "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document.




Item 9.01.     Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. Description 10.1 Separation Agreement , dated November 12, 2021 , by and between Patrick L. Mathis and the Company

99.1 NMI Holdings, Inc. Press Release dated November 15, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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