Palomar Holdings (PLMR) CEO awarded RSUs as PSU shares vest and tax shares sold

Rhea-AI Filing Summary

Palomar Holdings, Inc. CEO and Chairman Mac Armstrong reported several equity-related transactions dated January 28, 2026. He received 21,539 restricted stock units (RSUs) that vest in three equal annual installments starting one year after the grant date, subject to continued service.

A previously granted performance stock unit (PSU) award vested after the Compensation Committee confirmed achievement of company financial performance goals, resulting in 22,907 shares of common stock being earned. In connection with this vesting, 11,484 shares were automatically sold by the company at $119.88 per share under a mandatory sell-to-cover feature to satisfy minimum tax withholding obligations.

After these transactions, Armstrong held 91,737 shares of common stock directly, including shares acquired through the employee stock purchase plan, and 348,388 shares indirectly through the Armstrong Family Trust, as well as 21,539 RSUs outstanding.

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)
01/28/2026

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								348,388	I	By Armstrong Family Trust
Common Stock								80,314(1)	D
Common Stock (PSUs)	01/28/2026(2)		M		22,907(3)	A	$0.00	103,221(1)	D
Common Stock (PSUs)	01/28/2026		S(4)		11,484	D	$119.88	91,737(1)	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	01/28/2026		A		21,539		(5)	(5)	Common Stock	21,539	$0.00	21,539	D

Explanation of Responses:

1. Includes 2,652 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).

2. Represents the date on which the Compensation Committee ratified the achievement of certain company financial performance criteria related to a previously granted performance stock unit ("PSU") award causing the award to become vested.

3. Represents the number of shares of common stock determined to have been earned and vested from a previously granted PSU award. The PSU award was granted on 1/31/2023 and vested based on i. the grantee completing the required service period through 1/1/2026 and ii. the Compensation Committee ratifying the number of shares earned based on the achievement of certain company financial performance criteria.

4. Represents shares automatically sold by the Company on behalf of the Reporting Person pursuant to a mandatory sell-to-cover provision in the PSU award agreement required to cover minimum statutory tax withholding obligations that became due upon the PSU vesting event.

5. The original RSU grant was for 21,539 shares on 1/28/2026. Subject to continuing service with the Company, the restricted stock units shall vest as follows: one-third (1/3) shall vest on the first year anniversary of the date of the grant; an additional one-third (1/3) shall vest on the second year anniversary of the date of the grant; and the final one-third (1/3) shall vest on the third year anniversary of the date of grant.

Remarks:

	/s/ Angela Grant, Attorney-in-Fact	01/30/2026
	** 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 PLMR CEO Mac Armstrong report on January 28, 2026?

Mac Armstrong reported RSU and PSU-related equity transactions on January 28, 2026. He received 21,539 RSUs, had 22,907 PSU shares vest after performance criteria were ratified, and 11,484 shares were automatically sold to cover tax withholding obligations at $119.88 per share.

How many Palomar (PLMR) RSUs were granted to Mac Armstrong in this Form 4?

The filing shows a grant of 21,539 restricted stock units (RSUs) to Mac Armstrong. These RSUs vest in three equal annual installments, beginning on the first anniversary of the January 28, 2026 grant date, assuming he continues to provide service to Palomar Holdings, Inc.

How many Palomar (PLMR) PSU shares vested for Mac Armstrong and why?

A total of 22,907 shares of common stock from a prior PSU award vested for Mac Armstrong. The Compensation Committee ratified that company financial performance criteria were achieved and that he completed the required service period through January 1, 2026, triggering the vesting.

Why were 11,484 Palomar (PLMR) shares sold at $119.88 in this filing?

The 11,484 shares were automatically sold at $119.88 per share under a mandatory sell-to-cover provision. The company sold these shares on Mac Armstrong’s behalf solely to cover minimum statutory tax withholding obligations arising from the PSU vesting event.

What are Mac Armstrong’s Palomar (PLMR) shareholdings after these transactions?

After the reported transactions, Mac Armstrong held 91,737 shares of Palomar common stock directly and 348,388 shares indirectly through the Armstrong Family Trust. He also held 21,539 RSUs outstanding, which are scheduled to vest in three equal annual installments, subject to continued service.

How do the new RSUs for Mac Armstrong vest at Palomar (PLMR)?

The 21,539 RSUs granted on January 28, 2026 vest over three years. One-third vests on the first anniversary of the grant date, another third on the second anniversary, and the final third on the third anniversary, contingent on his continued service with Palomar.