Palomar (NASDAQ: PLMR) CFO reports RSU vesting and automatic tax share sale

Rhea-AI Filing Summary

Palomar Holdings, Inc. Chief Financial Officer T. Christopher Uchida reported equity award activity tied to previously granted restricted stock units. On February 18, 2026, 1,530 RSUs were exercised and converted into an equal number of shares of common stock at $0.00 per share, increasing his directly held common stock to 15,535 shares.

On the same date, 783 common shares were sold at an average price of $128.04 per share. According to the footnote, these shares were automatically sold by the company under a mandatory sell-to-cover provision to satisfy minimum statutory tax withholding arising from the RSU vesting. After this tax-related sale, Uchida directly held 14,752 common shares.

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^*

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.
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FAQ

What insider transactions did Palomar (PLMR) CFO T. Christopher Uchida report?

T. Christopher Uchida reported RSU vesting and a related tax sale. He exercised 1,530 restricted stock units into common shares and, in a separate transaction, 783 shares were sold automatically to cover minimum statutory tax withholding obligations tied to that RSU vesting event.

How many Palomar (PLMR) RSUs vested for the CFO in this filing?

1,530 restricted stock units vested for the CFO. These RSUs, part of a 30,594-unit grant dated November 18, 2021, were converted into 1,530 shares of common stock at $0.00 per share as they met the time-based vesting conditions.

How many Palomar (PLMR) shares were sold and at what price in this Form 4?

783 common shares were sold at $128.04 per share. The filing states these shares were automatically sold by the company under a mandatory sell-to-cover provision to satisfy minimum statutory tax withholding due upon the RSU vesting.

Were the Palomar (PLMR) CFO’s share sales discretionary or tax-related?

The reported sale was tax-related, not discretionary. Footnote F1 explains the 783 shares of common stock were automatically sold by the company under a mandatory sell-to-cover arrangement to cover minimum statutory tax withholding from the RSU vesting.

How many Palomar (PLMR) shares does the CFO hold after these transactions?

After the reported transactions, the CFO directly holds 14,752 shares. His holdings first rose to 15,535 shares after 1,530 RSUs converted to common stock, then decreased to 14,752 shares following the 783-share tax-related sale.

What are the updated vesting terms for the Palomar (PLMR) RSU grant mentioned?

The 30,594-unit RSU grant vests in annual and quarterly tranches. 6,118 units vest on each of the first three anniversaries of the November 18, 2021 grant, and 1,530 units vest quarterly after the third anniversary, reflecting corrected terms versus the original Form 4 disclosure.