Palomar (PLMR) CFO RSUs vest as 783 shares sold to cover taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Palomar Holdings, Inc. Chief Financial Officer T Christopher Uchida reported routine equity compensation activity involving restricted stock units (RSUs). On May 18, 2026, 1,530 RSUs were exercised at $0.00 and converted into common stock. The Company then automatically sold 783 shares at $115.26 per share under a mandatory sell-to-cover provision to satisfy minimum statutory tax withholding triggered by the vesting event. Following these transactions, Uchida directly holds 15,499 shares of common stock and 3,060 RSUs, reflecting ongoing multi-year vesting from a November 18, 2021 grant.

Insider Trade Summary

Net Seller: 783 shares ($90,249)

Net Sell 3 txns

Insider Uchida T Christopher

Role Chief Financial Officer

Sold 783 shs ($90K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSUs)	1,530	$0.00	--
Exercise	Common Stock	1,530	$0.00	--
Sale	Common Stock	783	$115.26	$90K

Holdings After Transaction: Restricted Stock Units (RSUs) — 3,060 shares (Direct, null); Common Stock — 16,282 shares (Direct, null)

Footnotes (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. 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

Automatic tax sale: 783 shares at $115.26 RSUs exercised: 1,530 RSUs at $0.00 Common shares held: 15,499 shares +2 more

5 metrics

Automatic tax sale 783 shares at $115.26 Shares sold to cover tax withholding on May 18, 2026

RSUs exercised 1,530 RSUs at $0.00 Restricted stock units converted to common stock on May 18, 2026

Common shares held 15,499 shares Direct common stock holdings after transactions

RSUs remaining 3,060 RSUs Restricted stock unit balance after May 18, 2026 vesting

Original RSU grant size 30,594 units Grant made on November 18, 2021 with multi-year vesting

Key Terms

Restricted Stock Units (RSUs), mandatory sell-to-cover provision, minimum statutory tax withholding obligations, vesting event, +1 more

5 terms

Restricted Stock Units (RSUs) financial

"security_title: "Restricted Stock Units (RSUs)""

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

"pursuant to a mandatory sell-to-cover provision in the RSU award agreement"

minimum statutory tax withholding obligations financial

"required to cover minimum statutory tax withholding obligations that became due"

vesting event financial

"tax withholding obligations that became due upon the RSU vesting event"

exercise or conversion of derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

Form 4 Insider Transactions: What Each Field Means →

05/20/2026 - 04:15 PM

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

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 Financial 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/18/2026		M		1,530	A	$0.0000	16,282	D
Common Stock	05/18/2026		S⁽¹⁾		783	D	$115.26	15,499	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (RSUs)	$0.00	05/18/2026		M			1,530	⁽²⁾	⁽²⁾	Common Stock	1,530	$0.00	3,060	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	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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Palomar CFO T Christopher Uchida reported RSU vesting and related tax sales. 1,530 restricted stock units converted into common stock, and 783 shares were automatically sold to cover withholding taxes. These transactions reflect routine equity compensation activity rather than a discretionary stock sale.

How many Palomar (PLMR) shares did the CFO sell, and at what price?

The CFO had 783 shares of Palomar common stock sold automatically by the company at $115.26 per share. This sell-to-cover transaction was required under the RSU award agreement to satisfy minimum statutory tax withholding obligations upon vesting of restricted stock units.

How many Palomar (PLMR) restricted stock units vested for the CFO in this filing?

A total of 1,530 restricted stock units vested for the CFO and were exercised at $0.00 per unit into common stock. These RSUs are part of a larger grant made on November 18, 2021, with vesting spread over multiple years and quarterly installments after the third anniversary.

What are the Palomar (PLMR) CFO’s holdings after these transactions?

After the reported transactions, the CFO directly holds 15,499 shares of Palomar common stock and 3,060 restricted stock units. These figures reflect his position following the May 18, 2026 RSU vesting event and the automatic sale of shares to cover tax withholding obligations.

Was the Palomar (PLMR) CFO’s stock sale discretionary or for tax withholding?

The sale was for tax withholding, not a discretionary trade. Footnotes state the 783 shares were automatically sold by the company under a mandatory sell-to-cover provision to cover minimum statutory tax obligations arising from the RSU vesting event.

What are the key terms of the Palomar (PLMR) CFO’s 2021 RSU grant?

The original RSU grant on November 18, 2021 covered 30,594 units. Vesting occurs in annual tranches of 6,118 units for three years, then 1,530 units quarterly after the third anniversary, subject to continued service, reflecting updated terms from the initial Form 4 disclosure.