Palomar Holdings (NASDAQ: PLMR) CFO RSUs vest as tax sell-to-cover noted

Rhea-AI Filing Summary

Palomar Holdings, Inc. reports that Chief Financial Officer T Christopher Uchida had 1,530 Restricted Stock Units vest and convert into common stock on February 18, 2026. A sale of 783 common shares at $128.04 per share was also reported that day, and the company notes that shares may be automatically sold under a mandatory sell-to-cover provision to satisfy minimum statutory tax withholding obligations when RSUs vest. The original RSU grant was 30,594 shares on November 18, 2021, with updated multi-year vesting terms. Following these transactions, Uchida held 14,752 common shares directly.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Uchida T Christopher

Role Chief Financial Officer

Sold 783 shs ($100K)

Approx. gross sale proceeds $100K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSUs)	1,530	$0.00	$0.00
Exercise	Common Stock	1,530	$0.00	$0.00
Sale	Common Stock	783	$128.04	$100K

Holdings After Transaction: Restricted Stock Units (RSUs) — 4,590 shares (Direct); Common Stock — 14,752 shares (Direct)

Footnotes (2)

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. 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.

Key Figures

RSUs vested and converted: 1530.0000 shares Shares sold: 783.0000 shares at $128.0400 per share Post-transaction common shares held: 14,752 shares +2 more

5 metrics

RSUs vested and converted 1530.0000 shares Restricted Stock Units converting into common stock on February 18, 2026

Shares sold 783.0000 shares at $128.0400 per share Common stock sale reported on February 18, 2026

Post-transaction common shares held 14,752 shares Direct common stock holdings after the reported transactions

Original RSU grant size 30,594 shares RSU grant to T Christopher Uchida on November 18, 2021

Annual RSU vesting tranches 6,118 units Units vesting on each of the first three anniversaries of the grant

Key Terms

Restricted Stock Units (RSUs), mandatory sell-to-cover provision, minimum statutory tax withholding obligations, derivative security

4 terms

Restricted Stock Units (RSUs) financial

"had 1,530 Restricted Stock Units (RSUs) vest and convert"

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.

mandatory sell-to-cover provision financial

"shares may be automatically sold under a mandatory sell-to-cover provision"

minimum statutory tax withholding obligations financial

"to satisfy minimum statutory tax withholding obligations when RSUs vest"

derivative security financial

"RSUs are a derivative security that settles in common stock"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/20/2026 - 05:47 PM Learn about SEC filing dates

FAQ

What transactions did Palomar (PLMR) CFO T Christopher Uchida report on this Form 4?

He reported 1,530 Restricted Stock Units converting into common stock on February 18, 2026, plus a sale of 783 common shares at $128.04 per share. These entries reflect RSU vesting activity and a same-date common stock sale.

How many Palomar (PLMR) shares does CFO T Christopher Uchida hold after these transactions?

After the reported RSU conversion and share sale, T Christopher Uchida directly holds 14,752 shares of Palomar Holdings common stock. This post-transaction balance comes from the reported canonical holdings data in the disclosure.

What RSU grant and vesting schedule did Palomar (PLMR) disclose for CFO Uchida?

The company disclosed an original RSU grant of 30,594 shares dated November 18, 2021. Vesting terms include three annual tranches of 6,118 units each, followed by quarterly vesting of 1,530 units after the third anniversary, reflecting updated terms.

Was the Palomar (PLMR) CFO share sale related to tax withholding on RSUs?

The company states that shares were automatically sold under a mandatory sell-to-cover provision in the RSU award to satisfy minimum statutory tax withholding obligations that arise upon RSU vesting, indicating a tax-related sell-to-cover mechanism.

What type of securities were involved in the Palomar (PLMR) CFO’s Form 4 transactions?

The filing involves Restricted Stock Units (RSUs) that converted into common stock and a separate transaction in Palomar Holdings Common Stock. The RSUs are derivative securities that settle in shares of the company’s common stock upon vesting.

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^*

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)
02/18/2026

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	02/18/2026		M		1,530	A	$0.0000	15,535	D
Common Stock	02/18/2026		S(1)		783	D	$128.04	14,752	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	02/18/2026		M			1,530	(2)	(2)	Common Stock	1,530	$0.00	4,590	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	02/20/2026
	** 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.
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