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Palomar Holdings (PLMR) CEO Mac Armstrong exercises RSUs and reports share sale

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Palomar Holdings, Inc.'s CEO and Chairman Mac Armstrong reported exercising 6,250 Restricted Stock Units on January 15, 2026, receiving an equal number of common shares, and reporting a sale of 2,310 shares at $130.00 per share.

Following these transactions, he held 80,314 shares of Common Stock (RSUs) directly, 76,374 common shares directly and 353,388 common shares indirectly through the Armstrong Family Trust. A prior RSU grant covered 125,000 shares with time-based vesting described in the award agreement.

Positive

  • None.

Negative

  • None.
Insider Armstrong Mac
Role CEO and Chairman
Sold 2,310 shs ($300K)
Approx. gross sale proceeds $300K
Approx. exercise cost $0.00
Type Security Shares Price Value
Exercise Restricted Stock Units (RSUs) 6,250 $0.00 $0.00
Exercise Common Stock (RSUs) 6,250 $0.00 $0.00
Sale Common Stock (RSUs) 2,310 $130.00 $300K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units (RSUs) — 12,500 shares (Direct); Common Stock (RSUs) — 80,314 shares (Direct); Common Stock — 76,374 shares (Direct); Common Stock — 353,388 shares (Indirect, By Armstrong Family Trust)
Footnotes (3)
  1. F1. 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. F2. Includes 2,652 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).
  3. F3. 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.
RSUs exercised 6250 shares Restricted Stock Units converted to common stock on January 15, 2026
Shares sold 2310 shares Common stock sale reported at $130.00 per share
Sale price $130.00 per share Price for the 2,310-share common stock sale
Direct RSU-related holdings 80,314 shares Canonical post-transaction holding of Common Stock (RSUs) held directly
Direct common stock holdings 76374 shares Common Stock held directly after the reported transactions
Indirect trust holdings 353388 shares Common Stock held indirectly through the Armstrong Family Trust
Original RSU grant size 125000 shares RSU grant dated July 15, 2021 with time-based vesting
ESPP shares included 2652 shares Shares purchased under the Palomar Holdings, Inc. 2019 ESPP included in holdings
Restricted Stock Units (RSUs) financial
"The original RSU grant was for 125,000 shares on 7/15/2021."
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
sell-to-cover provision financial
"Represents shares automatically sold by the Company on behalf of the Reporting Person pursuant to a mandatory sell-to-cover provision"
minimum statutory tax withholding obligations financial
"required to cover minimum statutory tax withholding obligations that became due upon the RSU vesting event"
Employee Stock Purchase Plan (ESPP) financial
"Includes 2,652 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP)."
Armstrong Family Trust financial
"Common Stock held indirectly through the Armstrong Family Trust"

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FAQ

What insider transactions did Palomar Holdings (PLMR) CEO Mac Armstrong report?
Mac Armstrong reported exercising 6,250 Restricted Stock Units into common stock and a related sale of 2,310 common shares at $130.00 per share on January 15, 2026, as part of his equity compensation activity.

How many Palomar Holdings (PLMR) shares does Mac Armstrong hold after these transactions?
After the reported transactions, Mac Armstrong held 80,314 shares of Common Stock (RSUs) directly, plus 76,374 common shares directly and 353,388 common shares indirectly through the Armstrong Family Trust, according to the reported post-transaction holdings.

What was the sale price in Mac Armstrong's Palomar Holdings (PLMR) share sale?
The reported sale covered 2,310 common shares at a price of $130.00 per share. The filing also notes that shares were automatically sold under a mandatory sell-to-cover provision to satisfy minimum statutory tax withholding obligations upon RSU vesting.

What are the key terms of Mac Armstrong's 125,000-share RSU grant at Palomar Holdings (PLMR)?
The RSU grant covered 125,000 shares dated July 15, 2021. It vests in 25,000-share installments on each of the first three anniversaries, then 6,250 shares vest quarterly after the third anniversary until the award is fully vested, subject to continued service.

Does the Palomar Holdings (PLMR) filing mention shares from an Employee Stock Purchase Plan?
Yes. The filing notes that the reporting person’s holdings include 2,652 shares purchased under the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP), indicating additional ownership accumulated through the company’s employee share purchase program.

Were any Palomar Holdings (PLMR) shares sold to cover tax obligations on RSU vesting?
The filing states that certain shares were automatically sold by the company under a mandatory sell-to-cover provision, required to satisfy minimum statutory tax withholding obligations that became due upon the RSU vesting event for the reporting person.
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
Estimated average burden
hours per response: 0.5
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).
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.

Source: View Original Filing on SEC EDGAR