PLMR Form 4: 612 RSUs Vest, Sell-to-Cover of 281 Shares

Rhea-AI Filing Summary

Jonathan Knutzen, Chief Risk Officer of Palomar Holdings, Inc. (PLMR), reported Section 16 transactions dated 08/18/2025. Restricted stock units (RSUs) vested, with 612 RSUs delivered to underlying common stock and recorded as an acquisition at $0.00. Concurrently, 281 shares were sold at $120.13 in an automatic sale to cover statutory tax withholding tied to the RSU vesting. The filing shows 21,491 shares beneficially owned after the reported acquisition line and 21,210 shares after the sell-to-cover transaction. The reporting person’s holdings include 1,362 shares purchased under the company’s 2019 Employee Stock Purchase Plan. The original RSU grant referenced 12,238 units with a specified multi-year vesting schedule.

Positive

• RSU vesting disclosed showing conversion of 612 RSUs into common stock, increasing direct ownership
• Participation in ESPP with 1,362 shares purchased, indicating employee alignment with shareholders
• Detailed vesting schedule for the original 12,238 RSU grant is provided, improving transparency

Negative

• Sell-to-cover sale of 281 shares at $120.13 reduced the reporting person's holdings to satisfy tax withholding

Insights

Financial Analyst

TL;DR: Insider RSUs vested and a partial sell-to-cover reduced holdings; overall disclosure is routine and non-material to capital structure.

The filing documents a vesting event where 612 RSUs converted into common stock at no purchase price and an automatic sale of 281 shares at $120.13 to satisfy tax withholding. The report separately notes inclusion of 1,362 ESPP shares and references the original 12,238 RSU grant and its staggered vesting schedule. These transactions reflect normal post-vesting mechanics rather than opportunistic open-market trading; reported beneficial ownership levels (21,491 and 21,210 shares) provide transparency on the officer’s current stake. No debt, option exercises for cash proceeds, or unusual derivatives were reported.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard insider reporting and shows expected sell-to-cover tax handling on RSU vesting.

The Form 4 indicates the issuer executed required withholding via a mandatory sell-to-cover provision under the RSU award agreement, which is explicitly disclosed in the explanations. The filing is signed by an attorney-in-fact and includes necessary details on the original grant and vesting cadence, supporting good governance and compliance with Section 16 reporting. There are no amendments or corrective disclosures noted in this filing.

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)
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 (RSUs)	08/18/2025		M		612	A	$0.00	21,491(2)	D
Common Stock (RSUs)	08/18/2025		S(1)		281	D	$120.13	21,210(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	$0.00	08/18/2025		M			612	(3)	(3)	Common Stock	612	$0.00	3,060	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 1,362 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).

3. The original RSU grant was for 12,238 shares on 11/18/2021. Subject to continuing service with the Company, the restricted stock units shall vest as follows: 2,448 units shall vest on the first year anniversary of the date of the grant; 2,447 units shall vest on the second year anniversary of the date of the grant; 2,447 units shall vest on the third year anniversary of the date of grant; and 612 units shall vest quarterly following the third anniversary date of the grant.

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 insider Jonathan Knutzen report on 08/18/2025?

The filing shows 612 RSUs vested (acquired at $0.00) and an automatic sale of 281 shares at $120.13 to cover tax withholding.

How many Palomar (PLMR) shares does the reporting person beneficially own after these transactions?

The Form 4 lists 21,491 shares following the acquisition entry and 21,210 shares following the sell-to-cover entry.

Did the filing disclose participation in an employee stock purchase plan?

Yes. The filing states inclusion of 1,362 shares purchased under the Palomar Holdings 2019 Employee Stock Purchase Plan.

Was the sell-to-cover transaction mandatory or voluntary?

The explanation states the company automatically sold shares pursuant to a mandatory sell-to-cover provision in the RSU award agreement to satisfy statutory tax withholding.

What was the original RSU grant referenced in the Form 4?

The original RSU grant was for 12,238 shares granted on 11/18/2021 with a specified multi-year vesting schedule.