Palomar appoints Scott Beiser to board, details votes

Palomar Holdings, Inc. announced that its Board appointed Scott Beiser as a Class I director effective May 21, 2026, with a term running to the 2029 annual meeting.

Rhea-AI Filing Summary

Palomar Holdings, Inc. announced that its Board appointed Scott Beiser as a Class I director effective May 21, 2026, with a term running to the 2029 annual meeting. He will serve on the Audit, Compensation, and Investment Committees.

Upon appointment, Beiser received an initial grant of 869 restricted stock units in 2026 and will receive an additional equity award with a grant date value of $50,000 in 2027, with each award vesting in full on the first anniversary of its grant date, subject to continued service. At the 2026 annual meeting, stockholders elected Daryl Bradley and Thomas Bradley as Class I directors, approved the advisory resolution on executive compensation, and ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

4 items: 5.02, 5.07, 7.01, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Initial RSU grant: 869 RSUs 2027 equity award value: $50,000 Votes for Daryl Bradley: 22,017,793 votes +3 more

6 metrics

Initial RSU grant 869 RSUs Equity award granted to Scott Beiser in 2026

2027 equity award value $50,000 Grant date value of additional award to Scott Beiser in 2027

Votes for Daryl Bradley 22,017,793 votes Election as Class I director at 2026 annual meeting

Votes for Thomas Bradley 22,315,644 votes Election as Class I director at 2026 annual meeting

Say-on-pay votes for 21,123,368 votes Advisory approval of Named Executive Officer compensation

Auditor ratification votes for 23,696,932 votes Ratification of Ernst & Young LLP for fiscal year 2026

Key Terms

restricted stock units, Audit Committee, advisory resolution, independent registered public accounting firm, +1 more

5 terms

restricted stock units financial

"covering 869 restricted stock units (“RSUs”)"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Audit Committee financial

"appointed to serve on the Audit Committee, Compensation Committee, and Investment Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

advisory resolution financial

"stockholders approved the advisory resolution to approve the compensation"

An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

variable interest entity financial

"Laulima Exchange (“Laulima”), a variable interest entity for which the Company is the primary beneficiary"

A variable interest entity (VIE) is a company structure where one party controls another company’s operations and economic outcomes through contracts or special arrangements instead of owning a majority of its voting shares. For investors, VIEs matter because the controlling party’s financial results, debts and risks can appear in the controller’s reports even though ownership looks separate, so understanding VIEs helps assess true exposure, governance limits and transparency—like spotting a puppet controlled by strings rather than direct ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did Palomar Holdings (PLMR) announce in this 8-K?

Palomar appointed Scott Beiser as a Class I director effective May 21, 2026. He will serve until the 2029 annual meeting, sit on the Audit, Compensation, and Investment Committees, and receive the same compensation structure as other non-employee directors.

What equity compensation will Scott Beiser receive as a Palomar (PLMR) director?

Scott Beiser received 869 restricted stock units in 2026 and will receive an additional equity award with a $50,000 grant date value in 2027. Each award vests in full on the first anniversary of its grant date, subject to his continued board service.

Which directors were elected at Palomar Holdings’ 2026 annual meeting?

Stockholders elected Daryl Bradley and Thomas Bradley as Class I directors to serve until the 2029 annual meeting. Daryl Bradley received 22,017,793 votes for, and Thomas Bradley received 22,315,644 votes for, with additional withheld and broker non-vote totals reported.

How did Palomar (PLMR) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory resolution on compensation of Named Executive Officers. The vote totaled 21,123,368 for, 1,680,514 against, and 20,838 abstentions, with 1,429,109 broker non-votes recorded in the advisory say-on-pay vote.

Which audit firm did Palomar stockholders ratify for fiscal year 2026?

Palomar stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026. The ratification received 23,696,932 votes for, 108,911 votes against, and 447,986 abstentions at the 2026 annual meeting.

What prior disclosures does Palomar reference regarding director compensation?

Palomar notes that non-employee director compensation terms were previously disclosed in its definitive proxy statement on Schedule 14A filed April 10, 2026. Scott Beiser, as a non-employee director, will receive compensation in the same manner as the company’s other non-employee directors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 04:15 PM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2026

Palomar Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-38873	83-3972551
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
7979 Ivanhoe Avenue, Suite 500
La Jolla, California				92037
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 619 567-5290

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		PLMR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

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

On May 21, 2026, the Board of Directors (the “Board”) of Palomar Holdings, Inc. (the “Company”) appointed Scott Beiser as a Class I director of the Company effective immediately, to serve until the Company’s 2029 Annual Meeting of Stockholders, and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. Mr. Beiser was appointed to serve on the Audit Committee, Compensation Committee, and Investment Committee of the Board.

There were no arrangements or understandings between Mr. Beiser and any other persons pursuant to which he was elected as a director, and there are no related persons transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Beiser and the Company required to be disclosed herein.

Upon appointment, Mr. Beiser was granted an initial equity award, consisting of (i) an award granted in 2026 covering 869 restricted stock units (“RSUs”) and (ii) an additional award with a grant date value of $50,000 to be granted in 2027, in each case subject to Mr. Beiser’s continued service through the applicable grant date. The RSUs will vest in full on the first anniversary of the applicable grant date.

As a non-employee director, Mr. Beiser will receive compensation in the same manner as the Company’s other non-employee directors. The Company previously disclosed the terms of non-employee director compensation in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 10, 2026.

The Company has entered into an indemnification agreement with Mr. Beiser, consistent with the form of the Company’s indemnity agreement entered into with its other directors and filed as an exhibit to the Company’s Registration Statements on Form S-1 filed with the Securities and Exchange Commission on March 15, 2019.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Palomar Holdings, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) on May 21, 2026. At the Annual Meeting, the Company’s stockholders voted on three proposals, as described below. Each of the proposals was described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 10, 2026. The vote totals noted below are final voting results from the Annual Meeting.

Proposal 1

The Company’s stockholders elected the following two Class I Directors to hold office until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified.

Name	Votes For	Votes Withheld	Broker Non-Votes
Daryl Bradley	22,017,793	806,927	1,429,109
Thomas Bradley	22,315,644	509,076	1,429,109

Proposal 2

The Company’s stockholders approved the advisory resolution to approve the compensation of the Company’s Named Executive Officers.

Votes For	Votes Against	Abstentions	Broker Non-Votes
21,123,368	1,680,514	20,838	1,429,109

Proposal 3

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes For	Votes Against	Abstentions
23,696,932	108,911	447,986

Item 7.01 Regulation FD Disclosure.

A copy of the Press Release announcing the appointment of Mr. Beiser is furnished herewith as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release, dated May 26, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

			PALOMAR HOLDINGS, INC.
Date:	May 26, 2026	By:	/s/ T. Christopher Uchida
			T. Christopher Uchida
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

Ex 99.1

Palomar Holdings, Inc. Appoints Scott Beiser to its Board of Directors

LA JOLLA, CA., May 26, 2026 – Palomar Holdings, Inc. (NASDAQ: PLMR) (the “Company”) today announced that Scott Beiser has been appointed to the Company's Board of Directors, effective May 21, 2026.

Mr. Beiser currently serves as Co-Chairman of Houlihan Lokey (NYSE:HLI), a publicly traded global investment bank, after serving as Chief Executive Officer from 2003 to 2024. He joined Houlihan Lokey in 1984 and held several senior leadership positions throughout his tenure, including Chief Operating Officer and Chief Executive Officer. As Chief Executive Officer, Mr. Beiser led the firm's initial public offering in 2015 and oversaw its transformation into a leading independent investment banking firm.

Mr. Beiser brings decades of executive leadership and public company experience, with deep expertise in strategic planning, corporate governance, capital allocation, and driving long-term shareholder value creation. He has served on Houlihan Lokey’s Board of Directors since 1991 and also brings extensive public and private company board experience. Scott holds both a Bachelor of Science and a Master of Science in Finance from the College of Business and Economics at California State University, Northridge.

“We are pleased to welcome Scott to Palomar’s Board of Directors," commented Mac Armstrong, Chairman and Chief Executive Officer of Palomar. "Scott brings a wealth of leadership experience to our Board, along with a strong track record of delivering sustained growth and creating shareholder value at Houlihan Lokey. His accomplishments are both exemplary and aspirational, and I am confident he will play an important role in the continued execution of Palomar 2X.”

Mr. Beiser added, “I am excited to join Palomar's Board and support the Company's continued growth and strategic objectives. I look forward to working with the management team and Board to help drive profitable growth and create long-term value for shareholders.”

About Palomar Holdings, Inc.

Palomar Holdings, Inc. is the holding company of subsidiaries Palomar Specialty Insurance Company (“PSIC”), Palomar Specialty Reinsurance Company Bermuda Ltd. (“PSRE”), Palomar Insurance Agency, Inc., Palomar Excess and Surplus Insurance Company (“PESIC”), Palomar Underwriters Exchange Organization, Inc. (“PUEO”), First Indemnity of America Insurance Co. (“FIA”), Palomar Crop Insurance Services, Inc. (“PCIS”), and Palomar Casualty and Surety Company (“PCSC”). Palomar’s consolidated results also include Laulima Exchange (“Laulima”), a variable interest entity for which the Company is the primary beneficiary. Palomar is an innovative specialty insurer serving residential and commercial clients in five product categories: Earthquake, Inland Marine and Property, Casualty, Surety & Credit, and Crop. Palomar’s insurance subsidiaries, PSIC, PSRE, PESIC, and FIA have a financial strength rating of “A” (Excellent) from A.M. Best and PCSC has a financial strength rating of “A-” (Excellent) from A.M. Best.

To learn more, visit PLMR.com

Follow Palomar on LinkedIn: @PLMRInsurance

7979 Ivanhoe Avenue, Suite 500, La Jolla, CA 92037 PLMR.com

Contact

Media Inquiries

Lindsay Conner

1-551-206-6217

lconner@plmr.com

Investor Relations

Jamie Lillis

1-203-428-3223

investors@plmr.com

Source: Palomar Holdings, Inc.

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Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 18.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 23.3 KB