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Palomar (NASDAQ: PLMR) CFO’s RSU vesting sparks 791-share tax sale

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Palomar Holdings, Inc. (PLMR) reported that Chief Financial Officer T Christopher Uchida exercised 1,530 Restricted Stock Units into 1,530 shares of Common Stock on August 18, 2026. Of these, 791 shares were automatically sold by the company under a mandatory sell-to-cover provision to satisfy minimum statutory tax withholding obligations upon vesting. The RSUs are part of an original 30,594-share grant from November 18, 2021, with a multi-year, updated vesting schedule.

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Insider Uchida T Christopher
Role Chief Financial Officer
Sold 791 shs ($101K)
Approx. gross sale proceeds $101K
Approx. exercise cost $0.00
Type Security Shares Price Value
Exercise Restricted Stock Units (RSUs) F2 1,530 $0.00 $0.00
Exercise Common Stock 1,530 $0.00 $0.00
Sale Common Stock F1 791 $127.741 $101K
Holdings After Transaction: Restricted Stock Units (RSUs) — 1,530 shares (Direct); Common Stock — 16,238 shares (Direct)
Footnotes (2)
  1. F1. 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. F2. 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.
RSUs exercised 1,530 units Restricted Stock Units converted into Common Stock on August 18, 2026
Common Stock acquired via RSU exercise 1,530 shares Shares received upon RSU conversion on August 18, 2026
Common Stock sold 791 shares Automatic sell-to-cover transaction on August 18, 2026
Sale price $127.7410 per share Price for 791 Common Stock shares sold in tax-withholding transaction
Original RSU grant size 30,594 shares RSUs granted on November 18, 2021 to the CFO
Annual vesting tranches 6,118 units each year Vest on first, second, and third anniversaries of November 18, 2021 grant
Quarterly vesting units 1,530 units Vest quarterly following the third anniversary of the grant date
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.
sell-to-cover financial
"pursuant to a mandatory sell-to-cover provision in the RSU award"
Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.
statutory tax withholding obligations financial
"required to cover minimum statutory tax withholding obligations"
vesting financial
"the restricted stock units shall vest as follows"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

What insider transaction did PLMR CFO T Christopher Uchida report on August 18, 2026?

He exercised 1,530 Restricted Stock Units into 1,530 shares of Palomar Holdings, Inc. (PLMR) Common Stock, with a portion of those shares then sold automatically to cover tax withholding obligations tied to the vesting event.

How many PLMR shares did the CFO sell in this Form 4 filing?

The filing reports a sale of 791 shares of Common Stock at a price of $127.7410 per share. According to the footnote, this was an automatic sale under a mandatory sell-to-cover provision to satisfy minimum statutory tax withholding obligations upon RSU vesting.

Was the PLMR CFO’s share sale a discretionary open-market transaction?

The sale of 791 shares was described as shares “automatically sold by the Company” under a mandatory sell-to-cover provision in the RSU award agreement to cover minimum statutory tax withholding obligations, indicating it was driven by tax withholding mechanics rather than discretionary selling.

What is the size of the original RSU grant to PLMR CFO T Christopher Uchida?

The original Restricted Stock Unit grant to the CFO was for 30,594 shares on November 18, 2021. The footnote explains that this grant vests over multiple years with specified annual and quarterly vesting amounts, subject to continued service with the company.

How do the PLMR CFO’s RSUs vest according to this filing?

Subject to continued service, the RSUs vest as follows: 6,118 units on the first anniversary of the November 18, 2021 grant date, 6,118 units on the second anniversary, 6,118 units on the third anniversary, and 1,530 units vest quarterly after the third anniversary date.

Did this PLMR Form 4 update any prior RSU vesting information?

Yes. The footnote states that the vesting terms disclosed here “reflect updates from the vesting terms stated on the original form 4” filed November 18, 2021, due to erroneous vesting terms on that original Form 4.

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SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/18/2026M1,530A$0.000017,029D
Common Stock08/18/2026S(1)791D$127.74116,238D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (RSUs)$0.0008/18/2026M1,530 (2) (2)Common Stock1,530$0.001,530D
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-Fact08/20/2026
** Signature of Reporting PersonDate
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.
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* Form 4: SEC 1474 (03-26)