Palomar CPO exercises RSUs, sells shares for taxes

Palomar Holdings, Inc. Chief People Officer Timothy Carter reported RSU vesting and an automatic tax sale of shares.

Rhea-AI Filing Summary

Palomar Holdings, Inc. Chief People Officer Timothy Carter reported RSU vesting and an automatic tax sale of shares. On January 29, 2026, 610 restricted stock units converted into common stock at $0.00 per share. Immediately after, 254 shares were automatically sold by the company at an average price of $122.0415 under a mandatory sell-to-cover provision to satisfy minimum tax withholding.

Following these transactions, Carter directly held 944 shares of common stock and 1,300 restricted stock units. A related RSU grant originally covering 1,829 shares dated January 29, 2025 vests in three equal annual installments, subject to continued service.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider Carter Timothy

Role Chief People Officer

Sold 254 shs ($31K)

Approx. gross sale proceeds $31K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSUs)	610	$0.00	$0.00
Sale	Restricted Stock Units (RSUs)	254	$122.0415	$31K
holding	Common Stock	--	--	--
Exercise	Restricted Stock Units (RSUs)	610	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units (RSUs) — 1,219 contracts (Direct); Restricted Stock Units (RSUs) — 1,300 shares (Direct); Common Stock — 944 shares (Direct)

Footnotes (3)

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. Includes 105 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).
3. F3. The original RSU grant was for 1,829 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Palomar Holdings (PLMR) report for Timothy Carter?

Palomar’s Chief People Officer Timothy Carter reported vesting of 610 restricted stock units that converted into common shares at $0.00 per share, plus an automatic sale of 254 shares to cover tax withholding obligations following the RSU vesting event.

How many Palomar Holdings shares did Timothy Carter sell and at what price?

Timothy Carter had 254 Palomar Holdings shares automatically sold by the company at an average price of $122.0415 per share. The sale was mandated by a sell-to-cover provision to meet minimum statutory tax withholding due on RSU vesting.

How many Palomar Holdings shares and RSUs does Timothy Carter hold after this Form 4?

After the reported transactions, Timothy Carter directly held 944 shares of Palomar Holdings common stock and 1,300 restricted stock units. These positions reflect the 610 RSUs that vested, the tax-related sale of 254 shares, and remaining RSU and stock balances.

Was Timothy Carter’s Palomar Holdings share sale discretionary or for tax withholding?

The 254 Palomar Holdings shares were sold automatically under a mandatory sell-to-cover provision in the RSU award agreement. This means the sale was executed by the company solely to cover minimum statutory tax withholding due on the RSU vesting.

What are the vesting terms of Timothy Carter’s Palomar RSU grant mentioned in the filing?

The referenced RSU grant originally covered 1,829 shares granted on January 29, 2025. Subject to continued service, one-third vests on each of the first, second, and third anniversaries of the grant date, creating three equal annual vesting installments.

What role does Timothy Carter hold at Palomar Holdings according to this Form 4?

According to the Form 4, Timothy Carter is an officer of Palomar Holdings serving as Chief People Officer. The filing confirms his status as a reporting person subject to Section 16 insider reporting requirements for transactions in the company’s equity securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 02/02/2026 - 07:39 PM Learn about SEC filing dates

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^*

Carter Timothy

(Last) (First) (Middle)

7979 IVANHOE AVENUE, SUITE 500

(Street)

LA JOLLA, CA 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 People 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								944(2)	D
Restricted Stock Units (RSUs)	01/29/2026		M		610	A	$0.00	1,554(2)	D
Restricted Stock Units (RSUs)	01/29/2026		S(1)		254	D	$122.0415	1,300(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			610	(3)	(3)	Common Stock	610	$0.00	1,219	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 105 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).

3. The original RSU grant was for 1,829 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.

Remarks:

	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.