SEC Form 4 · accession 0001214659-26-008673
Palomar Holdings, Inc. · PLMR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mac Armstrong
Officer — CEO and Chairman · Director
Period of report
Jul 15, 2026
Accepted (ET)
Jul 17, 2026 · 4:15 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001761312
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock (RSUs)F1 | Jul 15, 2026 | M | 6,250 | $0.00 | A | 108,309 | D | |
| Common Stock (RSUs)F1 | Jul 15, 2026 | S | 3,197 | $131.66 | D | 105,112 | D | |
| Common Stock (PSUs)F3,F4,F1 | Jul 15, 2026 | M | 112,500 | $0.00 | A | 217,612 | D | |
| Common Stock (PSUs)F1 | Jul 15, 2026 | S | 57,544 | $131.66 | D | 160,068 | D | |
| Common StockF1 | holding | — | — | — | 102,059 | D | ||
| Common Stock | holding | — | — | — | 329,388 | I | By Armstrong Family Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (RSUs)F6 | $0.00 | Jul 15, 2026 | M | 6,250 | D | — | — | Common Stock | 6,250 | 0 | D |
| Performance Share Units (PSUs)F7 | $0.00 | Jul 15, 2026 | M | 112,500 | D | — | — | Common Stock | 112,500 | 0 | D |
Explanation of responses
- F1Includes 2,754 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).
- F2Represents 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.
- F3Represents the vesting date of previously granted performance stock unit ("PSU") awards, which vested based on the applicable per-share market price thresholds having been achieved and the grantee completing the required service period through such date.
- F4Represents the number of shares determined to have been earned and vested from a previously granted PSU award. The PSU award was granted on 7/15/2021 and the number of shares that vested was based on achievement of the applicable per-share market price thresholds and the grantee completing the required service period through 7/15/2026.
- F5Represents 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.
- F6The original RSU grant was for 125,000 shares on 7/15/2021. Subject to the Reporting Person's continuing service with the Company, the RSUs shall vest as follows: 25,000 shares shall vest on the first year anniversary of the Grant Date/Vesting Base Date; 25,000 shares shall vest on the second year anniversary of the Grant Date/Vesting Base Date; 25,000 shares shall vest on the third year anniversary of the Grant Date/Vesting Base Date; after the third anniversary of the Grant Date/Vesting Base Date, 6,250 shares shall vest on a quarterly basis thereafter, until fully vested.
- F7The original PSU grant was for 225,000 shares on 7/15/2021, vesting in eight equal installments, of which four installments (112,500 shares) vested as reported in this Form 4 and the remaining four installments (112,500 shares) were forfeited as described below. Subject to the Reporting Person's continuing service with the Company as an Employee and/or Director of the Issuer and the achievement of the applicable per-share market price threshold for each individual installment, the PSUs shall vest on July 15, 2026. If the applicable market price thresholds have not been achieved by July 15, 2026 or such earlier date that the Reporting Person ceases to be an Employee before December 31, 2025 or ceases to be either an Employee or a Director (or both) before the fifth anniversary of the Grant Date/Vesting Start Date, all unvested PSUs will be forfeited.