Palomar (NASDAQ: PLMR) CEO reports RSU vesting and tax sell-to-cover

Rhea-AI Filing Summary

Palomar Holdings, Inc. CEO and Chairman Mac Armstrong reported routine equity compensation activity involving restricted stock units and a related tax sale. On 01/15/2026, 6,250 restricted stock units vested and converted into common stock at $0.00 per share, increasing one directly held RSU-related common stock position to 82,624 shares. On the same date, 2,310 common shares were sold at $130 per share under a mandatory sell-to-cover provision to satisfy minimum statutory tax withholding tied to the vesting event.

Following these transactions, Armstrong directly owned 80,314 shares of common stock related to RSUs and 76,374 other directly held common shares, and indirectly held 353,388 common shares through the Armstrong Family Trust. After the vesting, 12,500 restricted stock units remained outstanding under the original 125,000-share grant dated 07/15/2021, which continues to vest according to its multi-year schedule.

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^*

Armstrong Mac

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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								76,374(2)	D
Common Stock								353,388	I	By Armstrong Family Trust
Common Stock (RSUs)	01/15/2026		M		6,250	A	$0.00	82,624(2)	D
Common Stock (RSUs)	01/15/2026		S(1)		2,310	D	$130	80,314(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	01/15/2026		M			6,250	(3)	(3)	Common Stock	6,250	$0.00	12,500	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 2,652 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).

3. The original RSU grant was for 125,000 shares on 7/15/2021. Subject to the Reporting Person's continuing service with the Company, the RSUs shall vest as follows: 25,000 shares shall vest on the first year anniversary of the Grant Date/Vesting Base Date; 25,000 shares shall vest on the second year anniversary of the Grant Date/Vesting Base Date; 25,000 shares shall vest on the third year anniversary of the Grant Date/Vesting Base Date; after the third anniversary of the Grant Date/Vesting Base Date, 6,250 shares shall vest on a quarterly basis thereafter, until fully vested.

Remarks:

	/s/ Angela Grant, Attorney-in-Fact	01/20/2026
	** 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).
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FAQ

What insider transaction did Palomar (PLMR) report for Mac Armstrong?

Palomar reported that CEO and Chairman Mac Armstrong had 6,250 restricted stock units vest into common stock on 01/15/2026, and 2,310 of the resulting shares were sold at $130 per share to cover tax withholding under the RSU award agreement.

Was Mac Armstrongs share sale in PLMR discretionary or for tax withholding?

The filing states the 2,310 shares were automatically sold by the Company on behalf of the reporting person under a mandatory sell-to-cover provision in the RSU award, required to satisfy minimum statutory tax withholding obligations upon vesting.

How many Palomar (PLMR) RSUs vested for Mac Armstrong on 01/15/2026?

On 01/15/2026, 6,250 restricted stock units vested and converted into common stock at an exercise price of $0.00 per share, as part of a larger RSU grant originally covering 125,000 shares.

How many Palomar (PLMR) common shares does Mac Armstrong own after this Form 4?

After the reported transactions, Mac Armstrong directly owned 76,374 common shares in one position, 80,314 common shares related to RSUs in another, and indirectly held 353,388 common shares through the Armstrong Family Trust.

How many Palomar (PLMR) RSUs remain outstanding for Mac Armstrong after this vesting?

Following the vesting of 6,250 RSUs, the filing shows 12,500 restricted stock units remaining beneficially owned, continuing to vest under the original 125,000-share grant dated 07/15/2021.

What is the vesting schedule of Mac Armstrongs 125,000 Palomar (PLMR) RSU grant?

The original RSU grant for 125,000 shares dated 07/15/2021 vests as follows: 25,000 shares on each of the first, second, and third anniversaries of the grant date, then 6,250 shares quarterly after the third anniversary until fully vested, subject to continued service.