Palomar (PLMR) COO Herve Rodolphe reports RSU vesting and tax sell-to-cover

Rhea-AI Filing Summary

Palomar Holdings, Inc. Chief Operating Officer Herve Rodolphe reported RSU vesting and a related tax sale of shares. On January 29, 2026, 1,020 restricted stock units were converted into common shares at $0.00 exercise price, increasing his directly held RSUs to 2,040.

On the same date, 425 common shares were sold at $122.0425 per share under a mandatory sell-to-cover provision to satisfy minimum tax withholding triggered by the vesting. Following these transactions, he directly owned 2,758 common shares, which include 224 shares acquired through Palomar’s 2019 Employee Stock Purchase Plan, and 3,183 RSU-derived common shares.

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^*

Herve Rodolphe

(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 Operating 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								2,163(2)	D
Restricted Stock Units (RSUs)	01/29/2026		M		1,020	A	$0.00	3,183(2)	D
Restricted Stock Units (RSUs)	01/29/2026		S(1)		425	D	$122.0425	2,758(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			1,020	(3)	(3)	Common Stock	1,020	$0.00	2,040	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 224 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).

3. The original RSU grant was for 3,060 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, as 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.
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FAQ

What insider transaction did Palomar (PLMR) COO Herve Rodolphe report?

Palomar COO Herve Rodolphe reported vesting of 1,020 restricted stock units and a related sale of 425 common shares. The sale was executed under a mandatory sell-to-cover provision to satisfy minimum statutory tax withholding obligations due at the RSU vesting event.

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

The COO reported the sale of 425 Palomar common shares at $122.0425 per share. According to the footnote, these shares were automatically sold by the company under a mandatory sell-to-cover provision to cover tax withholding from the RSU vesting.

How many Palomar (PLMR) RSUs vested for the COO on January 29, 2026?

On January 29, 2026, 1,020 restricted stock units vested and were converted into Palomar common stock for the COO at a $0.00 exercise price. This vesting relates to an original 3,060-share RSU grant made on January 29, 2025 with three annual tranches.

What are the COO’s Palomar (PLMR) share and RSU holdings after the Form 4?

After the reported transactions, the COO directly owned 2,758 Palomar common shares and 2,040 restricted stock units. The common share figure includes 224 shares acquired through the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan, as noted in the footnotes.

How is the COO’s 3,060-share Palomar (PLMR) RSU grant scheduled to vest?

The 3,060-share RSU grant dated January 29, 2025 vests in three equal installments, subject to continued service. One-third vests on the first anniversary of grant, another third on the second anniversary, and the final third on the third anniversary of the grant date.

Was the Palomar (PLMR) COO’s share sale discretionary or for tax withholding?

The reported 425-share sale was to satisfy tax withholding, not a discretionary open-market decision. The company automatically sold the shares under a mandatory sell-to-cover provision linked to the RSU award agreement when the vesting event created tax obligations.