Palomar (PLMR) CRO vests RSUs; small automatic share sale covers taxes

Rhea-AI Filing Summary

Palomar Holdings, Inc.’s Chief Risk Officer Jonathan Knutzen reported routine equity compensation activity. On May 18, 2026, 612 Restricted Stock Units converted into an equal number of Palomar common shares at an exercise price of $0.0000 per share.

To satisfy minimum statutory tax withholding obligations from this vesting, the company automatically sold 281 shares on his behalf at $115.26 per share under a mandatory sell-to-cover provision, rather than a discretionary open-market trade. After these transactions, Knutzen directly holds 27,934 common shares and 1,224 RSUs, including 1,410 shares acquired through the 2019 Employee Stock Purchase Plan.

Insider Trade Summary

Net Seller: 281 shares ($32,388)

Net Sell 3 txns

Insider Knutzen Jonathan

Role Chief Risk Officer

Sold 281 shs ($32K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	612	$0.00	--
Exercise	Common Stock (RSUs)	612	$0.00	--
Sale	Common Stock (RSUs)	281	$115.26	$32K

Holdings After Transaction: Restricted Stock Units — 1,224 shares (Direct, null); Common Stock (RSUs) — 28,215 shares (Direct, null)

Footnotes (1)

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. Includes 1,410 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP). 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.

Key Figures

Shares sold to cover tax: 281 shares at $115.26 RSUs vested and converted: 612 shares at $0.0000 Common shares held after transaction: 27,934 shares +5 more

8 metrics

Shares sold to cover tax 281 shares at $115.26 Automatic sell-to-cover on May 18, 2026

RSUs vested and converted 612 shares at $0.0000 RSU vesting on May 18, 2026

Common shares held after transaction 27,934 shares Direct ownership following May 18, 2026 events

RSUs remaining after transaction 1,224 units Restricted Stock Units position after vesting and conversion

Original RSU grant size 12,238 units Grant dated November 18, 2021

ESPP shares included in holdings 1,410 shares Purchased under 2019 Employee Stock Purchase Plan

First-year RSU vesting tranche 2,448 units Vest on first anniversary of November 18, 2021 grant

Second and third-year RSU tranches 2,447 units each year Vest on second and third anniversaries of grant date

Key Terms

sell-to-cover, Restricted Stock Units, minimum statutory tax withholding obligations, Employee Stock Purchase Plan (ESPP), +1 more

5 terms

sell-to-cover financial

"Represents shares automatically sold by the Company on behalf of the Reporting Person pursuant to a mandatory sell-to-cover provision"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

Restricted Stock Units financial

"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"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

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 1,410 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP)"

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion", "transaction_code_description": "Exercise or conversion of derivative security"

Form 4 Insider Transactions: What Each Field Means →

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^*

Knutzen Jonathan

(Last) (First) (Middle)

7979 IVANHOE AVENUE, SUITE 500

(Street)

LA JOLLA CALIFORNIA 92037

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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

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

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

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)	05/18/2026		M		612	A	$0.00	28,215(2)	D
Common Stock (RSUs)	05/18/2026		S(1)		281	D	$115.26	27,934(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	05/18/2026		M			612	(3)	(3)	Common Stock	612	$0.00	1,224	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 1,410 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	05/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Palomar (PLMR) report for Jonathan Knutzen?

Palomar reported that Chief Risk Officer Jonathan Knutzen had 612 RSUs vest into common shares and 281 of those shares were automatically sold to cover tax withholding. These actions reflect routine equity compensation mechanics, not a discretionary open-market trading decision.

How many Palomar (PLMR) shares did Jonathan Knutzen sell and at what price?

Knutzen had 281 Palomar shares sold automatically at an average price of $115.26 per share. The sale was executed by the company under a mandatory sell-to-cover provision to satisfy minimum statutory tax withholding obligations triggered by an RSU vesting event.

How many Palomar (PLMR) RSUs vested for Jonathan Knutzen in this filing?

A total of 612 Restricted Stock Units vested for Knutzen and converted into the same number of Palomar common shares at an exercise price of $0.0000. These RSUs are part of a larger 12,238-unit grant with a multi-year, service-based vesting schedule.

What are Jonathan Knutzen’s Palomar (PLMR) holdings after the reported transactions?

Following the transactions, Knutzen directly holds 27,934 Palomar common shares and 1,224 remaining RSUs. His common share position includes 1,410 shares previously purchased through the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan, according to the filing footnotes.

Was the Palomar (PLMR) share sale by Jonathan Knutzen discretionary?

The 281-share sale was not discretionary. The company executed it automatically under a mandatory sell-to-cover provision in the RSU award agreement to cover minimum statutory tax withholding obligations arising from the RSU vesting on May 18, 2026.

What is the vesting schedule for Jonathan Knutzen’s 2021 Palomar (PLMR) RSU grant?

The original RSU grant was 12,238 units dated November 18, 2021. 2,448 units vest on the first anniversary, 2,447 on the second, 2,447 on the third, and 612 units vest quarterly following the third anniversary, all subject to continued service with the company.