Palomar (PLMR) Chief Risk Officer reports RSU vesting and tax sell-to-cover

Rhea-AI Filing Summary

Palomar Holdings, Inc. insider activity centers on RSU vesting and a corrective amendment. The Chief Risk Officer exercised restricted stock units into 1,230 and 1,434 common shares at an exercise price of $0.00 on 01/29/2026. The company then automatically sold 381 shares at $122.042 under a mandatory sell-to-cover provision to satisfy tax withholding tied to the vesting event. After these transactions, the officer directly held 25,658 common shares and derivative holdings of restricted stock units, including grants originally covering 3,692 shares from 01/29/2024 and 4,302 shares from 01/29/2025 that vest in three equal annual installments. This Form 4/A also corrects the previously reported transaction date, which had been misstated due to a clerical error.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Knutzen Jonathan

(Last) (First) (Middle)

7979 IVANHOE AVENUE, SUITE 500

(Street)

LA JOLLA CA 92037

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Palomar Holdings, Inc. [ PLMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock (RSUs)	01/29/2026(5)		M		1,230	A	$0.00	26,039(2)	D
Common Stock (RSUs)	01/29/2026(5)		S(1)		381	D	$122.042	25,658(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (RSUs)	$0.00	01/29/2026(5)		M			1,230	(3)	(3)	Common Stock	1,230	$0.00	1,231	D
Restricted Stock Units (RSUs)	$0.00	01/29/2026(5)		M			1,434	(4)	(4)	Common Stock	1,434	$0.00	2,868	D

Explanation of Responses:

1. Represents shares automatically sold by the Company on behalf of the Reporting Person pursuant to a mandatory sell-to-cover provision in the RSU award agreement required to cover minimum statutory tax withholding obligations that became due upon the RSU vesting event.

2. Includes 1,386 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).

3. The original RSU grant was for 3,692 shares on 1/29/2024. Subject to continuing service with the Company, the restricted stock units shall vest as follows: one-third (1/3) shall vest on the first year anniversary of the date of the grant; an additional one-third (1/3) shall vest on the second year anniversary of the date of the grant; and the final one-third (1/3) shall vest on the third year anniversary of the date of grant.

4. The original RSU grant was for 4,302 shares on 1/29/2025. Subject to continuing service with the Company, the restricted stock units shall vest as follows: one-third (1/3) shall vest on the first year anniversary of the date of the grant; an additional one-third (1/3) shall vest on the second year anniversary of the date of the grant; and the final one-third (1/3) shall vest on the third year anniversary of the date of grant.

5. This amended filing corrects the transaction date on a form previously filed on 2/2/2026 which contained the wrong transaction date due to a clerical error.

Remarks:

	/s/ Angela Grant, Attorney-in-Fact	02/04/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Palomar (PLMR) report for the Chief Risk Officer?

Palomar’s Chief Risk Officer exercised restricted stock units into common shares and had a portion sold to cover taxes. On 01/29/2026, 1,230 and 1,434 RSUs converted at $0.00, and 381 shares were sold at $122.042 under a mandatory sell-to-cover provision.

Why were 381 Palomar (PLMR) shares sold in this Form 4/A filing?

The 381 shares were sold automatically by Palomar under a mandatory sell-to-cover provision in the RSU award. This sale at $122.042 per share covered minimum statutory tax withholding obligations triggered by the RSU vesting event on 01/29/2026.

What RSU grants are disclosed for the Palomar (PLMR) Chief Risk Officer?

The filing notes RSU grants originally covering 3,692 shares on 01/29/2024 and 4,302 shares on 01/29/2025. Each grant vests in three equal annual installments, contingent on continued service, with one-third vesting on each of the first three anniversaries of the grant date.

How many Palomar (PLMR) common shares does the insider hold after these transactions?

Following the reported RSU exercises and the automatic tax-related sale, the Chief Risk Officer beneficially owns 25,658 Palomar common shares directly. This figure reflects the net position after 1,230 shares were acquired and 381 shares were sold on 01/29/2026.

What correction does this amended Palomar (PLMR) Form 4/A make?

The amended filing corrects the transaction date previously reported on a Form 4 filed on 02/02/2026. A clerical error had resulted in an incorrect transaction date, and this Form 4/A states that the proper date for the reported transactions is 01/29/2026.

Does this Palomar (PLMR) Form 4/A involve discretionary insider selling?

The filing describes the 381-share sale as automatic under a mandatory sell-to-cover provision, not a discretionary open-market sale. Shares were sold solely to cover minimum statutory tax withholding arising from RSU vesting, rather than a voluntary liquidation of holdings.