Palomar (PLMR) Chief Risk Officer gets RSUs as PSUs vest, shares sold for taxes

Rhea-AI Filing Summary

Palomar Holdings Chief Risk Officer Jonathan Knutzen reported equity-based compensation activity and a related share sale. On January 28, 2026, he received a new grant of 5,897 restricted stock units (RSUs), which vest in three equal annual installments starting on the first anniversary of the grant date.

On the same date, a previously granted performance stock unit (PSU) award vested after the Compensation Committee ratified achievement of company financial goals. This resulted in 4,779 shares of common stock being earned and added to his holdings. To cover minimum statutory tax withholding from this vesting, 1,535 shares were automatically sold by the company at $119.88 per share under a mandatory sell-to-cover provision. Following these transactions, Knutzen directly owned 24,809 shares of common stock and 5,897 RSUs.

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)
01/28/2026

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								21,565(1)	D
Common Stock (PSUs)	01/28/2026(2)		M		4,779(3)	A	$0.00	26,344(1)	D
Common Stock (PSUs)	01/28/2026		S(4)		1,535	D	$119.88	24,809(1)	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	01/28/2026		A		5,897		(5)	(5)	Common Stock	5,897	$0.00	5,897	D

Explanation of Responses:

1. Includes 1,386 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).

2. Represents the date on which the Compensation Committee ratified the achievement of certain company financial performance criteria related to a previously granted performance stock unit ("PSU") award causing the award to become vested.

3. Represents the number of shares of common stock determined to have been earned and vested from a previously granted PSU award. The PSU award was granted on 1/31/2023 and vested based on i. the grantee completing the required service period through 1/1/2026 and ii. the Compensation Committee ratifying the number of shares earned based on the achievement of certain company financial performance criteria.

4. Represents shares automatically sold by the Company on behalf of the Reporting Person pursuant to a mandatory sell-to-cover provision in the PSU award agreement required to cover minimum statutory tax withholding obligations that became due upon the PSU vesting event.

5. The original RSU grant was for 5,897 shares on 1/28/2026. 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	01/30/2026
	** 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).
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FAQ

What insider transactions did Palomar (PLMR) disclose for Jonathan Knutzen?

Palomar reported that Chief Risk Officer Jonathan Knutzen received 5,897 new RSUs and had 4,779 PSU-based common shares vest. To cover tax withholding on the PSU vesting, 1,535 shares were automatically sold at $119.88 per share by the company.

How many Palomar (PLMR) RSUs were granted to the Chief Risk Officer?

Jonathan Knutzen was granted 5,897 restricted stock units on January 28, 2026. These RSUs vest in three equal installments on the first, second, and third anniversaries of the grant date, contingent on his continued service with Palomar Holdings.

Why were Palomar (PLMR) shares sold from Jonathan Knutzen’s holdings?

1,535 shares were sold automatically under a mandatory sell-to-cover provision in the PSU award agreement. The sale, at $119.88 per share, was required to satisfy minimum statutory tax withholding due when the PSU award vested.

What triggered the vesting of Jonathan Knutzen’s Palomar PSU award?

The PSU award vested after the Compensation Committee ratified achievement of certain company financial performance criteria. The award also required Knutzen to complete a service period through January 1, 2026, before 4,779 shares of common stock were deemed earned and vested.

How many Palomar (PLMR) shares does Jonathan Knutzen own after the reported Form 4?

After the reported transactions, Jonathan Knutzen directly owned 24,809 shares of Palomar common stock. In addition, he held 5,897 restricted stock units that will settle in shares as they vest over the next three years, subject to continued service.

How do the new RSUs for Palomar’s Chief Risk Officer vest over time?

The 5,897 RSUs granted to the Chief Risk Officer vest in three equal tranches. One-third vests on the first anniversary of the January 28, 2026 grant date, another third on the second anniversary, and the final third on the third anniversary, assuming continued employment.