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Palomar Holdings (PLMR) CEO RSU vesting triggers automatic tax share sales

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Palomar Holdings CEO and Chairman Mac Armstrong reported multiple restricted stock unit (RSU) vestings and related share sales. On January 29 and 31, 2026, RSUs covering 4,786, 5,719 and 4,266 shares converted into common stock at $0.00 per share.

To cover minimum statutory tax withholding tied to these vesting events, the Company automatically sold 2,460, 2,939 and 2,205 shares of common stock at prices around $122 per share. After these transactions, Armstrong directly held 98,904 common shares and indirectly held 348,388 shares through the Armstrong Family Trust, which includes 2,652 shares purchased under the 2019 Employee Stock Purchase Plan.

Positive

  • None.

Negative

  • None.
Insider Armstrong Mac
Role CEO and Chairman
Sold 7,604 shs ($927K)
Type Security Shares Price Value
Exercise Restricted Stock Units (RSUs) 4,266 $0.00 --
Exercise Common Stock (RSUs) 4,266 $0.00 --
Sale Common Stock (RSUs) 2,205 $121.7437 $268K
Exercise Restricted Stock Units (RSUs) 4,786 $0.00 --
Exercise Restricted Stock Units (RSUs) 5,719 $0.00 --
Exercise Common Stock (RSUs) 4,786 $0.00 --
Sale Common Stock (RSUs) 2,460 $122.0432 $300K
Exercise Common Stock (RSUs) 5,719 $0.00 --
Sale Common Stock (RSUs) 2,939 $122.0427 $359K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units (RSUs) — 0 shares (Direct); Common Stock (RSUs) — 101,109 shares (Direct); Common Stock — 91,737 shares (Direct); Common Stock — 348,388 shares (Indirect, By Armstrong Family Trust)
Footnotes (1)
  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. Includes 2,652 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP). The original RSU grant was for 14,360 shares on 1/29/2024. 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. The original RSU grant was for 17,156 shares on 1/29/2025. 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. The original RSU grant was for 12,798 shares on 1/31/2023. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
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)
01/29/2026
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 91,737(2) D
Common Stock 348,388 I By Armstrong Family Trust
Common Stock (RSUs) 01/29/2026 M 4,786 A $0.00 96,523(2) D
Common Stock (RSUs) 01/29/2026 S(1) 2,460 D $122.0432 94,063(2) D
Common Stock (RSUs) 01/29/2026 M 5,719 A $0.00 99,782(2) D
Common Stock (RSUs) 01/29/2026 S(1) 2,939 D $122.0427 96,843(2) D
Common Stock (RSUs) 01/31/2026 M 4,266 A $0.00 101,109(2) D
Common Stock (RSUs) 01/31/2026 S(1) 2,205 D $121.7437 98,904(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 (RSUs) $0.00 01/29/2026 M 4,786 (3) (3) Common Stock 4,786 $0.00 4,787 D
Restricted Stock Units (RSUs) $0.00 01/29/2026 M 5,719 (4) (4) Common Stock 5,719 $0.00 11,437 D
Restricted Stock Units (RSUs) $0.00 01/31/2026 M 4,266 (5) (5) Common Stock 4,266 $0.00 0 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 2,652 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).
3. The original RSU grant was for 14,360 shares on 1/29/2024. 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.
4. The original RSU grant was for 17,156 shares on 1/29/2025. 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.
5. The original RSU grant was for 12,798 shares on 1/31/2023. 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 02/02/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Palomar Holdings (PLMR) report for Mac Armstrong?

Mac Armstrong reported RSU vestings and related share sales. RSUs for 4,786, 5,719 and 4,266 shares converted to common stock, and the Company automatically sold portions of these shares to satisfy minimum statutory tax withholding obligations tied to the vesting events.

How many Palomar Holdings (PLMR) shares were sold to cover taxes from RSU vesting?

A total of 2,460, 2,939 and 2,205 Palomar Holdings shares were sold automatically. These sales were executed under a mandatory sell-to-cover provision in the RSU award agreements to meet minimum statutory tax withholding obligations triggered when the RSUs vested into common stock.

What are Mac Armstrong’s Palomar Holdings (PLMR) share holdings after these Form 4 transactions?

After the reported transactions, Mac Armstrong directly held 98,904 shares of Palomar Holdings common stock. He also indirectly held 348,388 shares through the Armstrong Family Trust, which includes 2,652 shares previously acquired under the company’s 2019 Employee Stock Purchase Plan.

Were the Palomar Holdings (PLMR) share sales by Mac Armstrong discretionary?

The reported sales were not discretionary open-market sales. They were executed automatically by the Company under a mandatory sell-to-cover provision in the RSU agreements, solely to cover minimum statutory tax withholding obligations arising from RSU vesting events.

What RSU grants underlie Mac Armstrong’s 2026 Palomar Holdings (PLMR) vesting events?

The vestings relate to three original RSU grants: 14,360 shares granted on January 29, 2024; 17,156 shares granted on January 29, 2025; and 12,798 shares granted on January 31, 2023. Each grant vests in three equal annual installments, subject to continued service.

How were the Palomar Holdings (PLMR) RSU vestings structured for Mac Armstrong?

Each RSU grant vests in three equal one-third installments on the first, second, and third anniversaries of the grant date, contingent on continued service. As tranches vest, RSUs convert into common stock, and automatic share sales occur to cover required tax withholding.