Palomar (NASDAQ: PLMR) CRO logs RSU vesting and tax-cover share sales

Rhea-AI Filing Summary

Palomar Holdings Chief Risk Officer Jonathan Knutzen reported multiple equity compensation events involving restricted stock units (RSUs) that vested and converted into common stock at an exercise price of $0.00 per share on January 29, 2025 and January 29 and 31, 2026.

On those dates, RSUs for 1,230, 1,434, and 890 shares converted to common stock, and the company automatically sold portions of these shares—381, 444, and 290 shares—at prices of $122.042, $122.0428, and $121.7435 to cover minimum statutory tax withholding obligations. After these transactions, Knutzen directly owned 27,248 common shares, which include 1,386 shares purchased under the 2019 Employee Stock Purchase Plan, and held no remaining RSUs from the 2,670‑share grant dated January 31, 2023.

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)
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								24,809(2)	D
Common Stock (RSUs)	01/29/2025		M		1,230	A	$0.00	26,039(2)	D
Common Stock (RSUs)	01/29/2025		S(1)		381	D	$122.042	25,658(2)	D
Common Stock (RSUs)	01/29/2026		M		1,434	A	$0.00	27,092(2)	D
Common Stock (RSUs)	01/29/2026		S(1)		444	D	$122.0428	26,648(2)	D
Common Stock (RSUs)	01/31/2026		M		890	A	$0.00	27,538(2)	D
Common Stock (RSUs)	01/31/2026		S(1)		290	D	$121.7435	27,248(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	01/29/2025		M			1,230	(3)	(3)	Common Stock	1,230	$0.00	1,231	D
Restricted Stock Units (RSUs)	$0.00	01/29/2025		M			1,434	(4)	(4)	Common Stock	1,434	$0.00	2,868	D
Restricted Stock Units (RSUs)	$0.00	01/31/2026		M			890	(5)	(5)	Common Stock	890	$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 1,386 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).

3. The original RSU grant was for 3,692 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 4,302 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 2,670 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
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FAQ

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

Palomar’s Chief Risk Officer Jonathan Knutzen reported RSU vesting and related share sales. RSUs converted into common stock at $0.00 per share, and a portion of the resulting shares was sold automatically to cover minimum statutory tax withholding obligations tied to the vesting events.

How many Palomar shares does Jonathan Knutzen own after these Form 4 transactions?

After the reported transactions, Jonathan Knutzen directly owned 27,248 Palomar common shares. This total includes 1,386 shares acquired through the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan, reflecting his post-vesting and post-tax-withholding ownership position as of the reported dates.

What RSU vesting events are disclosed for Palomar (PLMR) Chief Risk Officer Knutzen?

The filing shows RSUs for 1,230, 1,434, and 890 shares vesting and converting into common stock on January 29, 2025, January 29, 2026, and January 31, 2026. These RSUs came from original grants of 3,692, 4,302, and 2,670 shares that vest in three equal annual installments.

Were Palomar (PLMR) shares sold by Knutzen discretionary sales or tax-withholding sales?

The reported sales represent shares automatically sold by Palomar on Knutzen’s behalf under a mandatory sell-to-cover provision. These sales, including 381, 444, and 290 shares, were required to cover minimum statutory tax withholding obligations triggered by the RSU vesting events.

At what prices were Palomar (PLMR) shares sold in the reported Form 4?

The automatically sold shares were executed at prices of $122.042, $122.0428, and $121.7435 per share. These sales covered tax withholding on RSU vesting, rather than representing open-market discretionary sales initiated independently by Jonathan Knutzen.

How do the Palomar RSU awards for Knutzen vest over time?

The RSU awards vest in three equal annual installments, subject to continued service. Grants of 3,692, 4,302, and 2,670 RSUs each vest one-third on the first, second, and third anniversaries of their respective grant dates, releasing shares that can then be taxed.