Palomar (PLMR) Form 4: RSU Vesting Triggers 782-Share Sell-to-Cover, 500-Share Sale

Rhea-AI Filing Summary

Palomar Holdings insider activity: Chief Financial Officer T. Christopher Uchida reported restricted stock units vesting and related open-market and sell-to-cover transactions in August 2025. On 08/18/2025 he was deemed to acquire 1,530 shares upon RSU vesting and immediately had 782 shares sold at $120.13 per share to satisfy tax-withholding through a mandatory sell-to-cover. The filing shows an additional open-market sale of 500 shares on 08/20/2025 at $121.59. As a result, reported direct beneficial ownership declined from 8,450 shares before the RSU vest to 7,168 shares after the transactions. The RSU grant originally totaled 30,594 units granted 11/18/2021 with specified multi-year vesting and updated vesting terms noted.

Positive

• Disclosure of RSU vesting and transactions is transparent and includes an explanation for sell-to-cover activity
• Correction to original RSU vesting terms for the 11/18/2021 grant is explicitly stated

Negative

• Reported direct beneficial ownership declined from 8,450 shares to 7,168 shares following the transactions
• Open-market sale of 500 shares on 08/20/2025 reduced insider holdings beyond mandatory sell-to-cover

Insights

Securities Analyst

TL;DR: Insider sold shares to cover taxes and in open market after RSU vesting; overall direct ownership fell by 1,282 shares.

The report reflects routine post-vesting activity rather than a non-plan discretionary sale. A deemed acquisition of 1,530 shares from RSU vesting triggered a mandatory sell-to-cover of 782 shares at $120.13, plus a separate sale of 500 shares at $121.59 two days later. Net reported direct holdings moved from 8,450 to 7,168 shares, a decrease of 1,282 shares. This is a standard mechanics-driven Form 4 disclosure showing compensation-related issuance and subsequent tax-related and open-market dispositions.

Corporate Governance Expert

TL;DR: Disclosure aligns with required Section 16 reporting for RSU vesting and mandatory withholding; vesting schedule correction was recorded.

The filing includes a clarifying note that the original RSU grant dated 11/18/2021 for 30,594 units has updated vesting terms versus the original Form 4. The explanation states the sell-to-cover was automatic under the RSU award agreement to meet statutory tax withholding. The separate reporting of the sales and the affirmations in the Explanation section demonstrate compliance with reporting obligations and correction of prior vesting-term errors.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

X

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^*

Uchida T Christopher

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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

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	08/18/2025		M		1,530	A	$0.0000	8,450	D
Common Stock	08/18/2025		S(1)		782	D	$120.13	7,668	D
Common Stock	08/20/2025		S		500	D	$121.59	7,168	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	08/18/2025		M			1,530	(2)	(2)	Common Stock	1,530	$0.00	7,650	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. The original RSU grant was for 30,594 shares on 11/18/2021. Subject to continuing service with the Company, the restricted stock units shall vest as follows: 6,118 units shall vest on the first year anniversary of the date of the grant; 6,118 units shall vest on the second year anniversary of the date of the grant; 6,118 units shall vest on the third year anniversary of the date of grant; and 1,530 units shall vest quarterly following the third anniversary date of the grant. These vesting terms reflect updates from the vesting terms stated on the original form 4, filed November 18, 2021, due to erroneous vesting terms being stated on the original form 4.

Remarks:

	/s/ Angela Grant, Attorney-in-Fact	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did PLMR CFO T. Christopher Uchida report on Form 4?

The filing reports a deemed acquisition of 1,530 shares from RSU vesting on 08/18/2025, a mandatory sell-to-cover of 782 shares at $120.13, and an open-market sale of 500 shares at $121.59 on 08/20/2025.

How did Uchida's beneficial ownership change after the transactions?

Reported direct beneficial ownership decreased from 8,450 shares to 7,168 shares following the RSU vesting and subsequent sales.

Why were 782 shares sold on 08/18/2025?

The filing states the 782 shares were automatically sold pursuant to a mandatory sell-to-cover provision in the RSU award agreement to cover statutory tax withholding obligations.

What is the original RSU grant and vesting schedule referenced?

The RSU grant was for 30,594 shares dated 11/18/2021. Vesting was described as four tranches: three annual tranches of 6,118 units and quarterly vesting of 1,530 units following the third anniversary, with updated terms noted versus the original Form 4.

Were any amendments or clarifications made in this Form 4?

Yes, the filing corrects vesting terms that were erroneously stated on the original Form 4 filed 11/18/2021 and provides an explanation of the sell-to-cover transaction.