Palomar (NASDAQ: PLMR) CRO exercises RSUs and auto-sells shares for taxes

Rhea-AI Filing Summary

Palomar Holdings Chief Risk Officer Jonathan Knutzen reported RSU-related transactions. On February 18, 2026, he exercised 612 Restricted Stock Units, which converted into 612 shares of common stock. Following this, he directly held 27,860 shares of Palomar common stock.

On the same date, 281 shares of common stock were sold at $128.04 per share. A footnote explains these shares were automatically sold by the company under a mandatory sell-to-cover provision to satisfy minimum statutory tax withholding obligations triggered by the RSU vesting. After this sale, Knutzen directly owned 27,579 common shares, including 1,386 shares purchased through the company’s 2019 Employee Stock Purchase Plan.

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^*

Knutzen Jonathan

(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 Risk 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 (RSUs)	02/18/2026		M		612	A	$0.00	27,860(2)	D
Common Stock (RSUs)	02/18/2026		S(1)		281	D	$128.04	27,579(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	02/18/2026		M			612	(3)	(3)	Common Stock	612	$0.00	1,836	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 1,386 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	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).
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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.

FAQ

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

Palomar reported that Chief Risk Officer Jonathan Knutzen exercised 612 restricted stock units and received 612 common shares. On the same day, 281 shares were sold automatically to cover tax withholding obligations tied to the RSU vesting event.

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

A total of 281 Palomar common shares were sold at $128.04 per share. According to the footnote, this was an automatic sell-to-cover transaction required to satisfy minimum statutory tax withholding obligations from the RSU vesting.

Did Jonathan Knutzen increase his Palomar (PLMR) share ownership through RSUs?

Yes. Jonathan Knutzen exercised 612 restricted stock units, receiving an equal number of common shares. After the RSU conversion and related tax sell-to-cover, he directly held 27,579 Palomar common shares as of the reported date.

What is the purpose of the automatic sell-to-cover in the Palomar (PLMR) RSU transaction?

The automatic sell-to-cover provision required 281 shares to be sold to cover minimum statutory tax withholding obligations. This mechanism helps the reporting person satisfy tax due at vesting without needing separate cash to pay the tax liability.

How many Palomar (PLMR) shares does Jonathan Knutzen hold through the ESPP?

Jonathan Knutzen’s reported holdings include 1,386 shares purchased under the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan. These ESPP shares are part of his total direct ownership of 27,579 Palomar common shares after the reported transactions.

What were the original terms of Jonathan Knutzen’s Palomar (PLMR) RSU grant?

The original RSU grant covered 12,238 shares awarded on November 18, 2021. Vesting terms include several annual tranches and, after the third anniversary, additional 612-unit tranches vesting quarterly, contingent on his continuing service with the company.