Palomar Holdings, Inc. 8-K

What Happened

• Palomar Holdings, Inc. announced on Jan. 27, 2026 that it entered into an unsecured Credit Agreement providing $450 million of facilities (a $150 million revolving credit facility and a $300 million term loan) that mature on Jan. 27, 2031. The Credit Agreement names U.S. Bank National Association as administrative agent and KeyBank as syndication agent and joint lead arranger.
• The loan bears interest at Term SOFR or an Alternate Base Rate plus an applicable margin (Term SOFR margin 1.5%–1.75%; Alternate Base Rate margin 0.5%–0.75%, determined by Palomar’s Debt to Capital Ratio). The term loan begins quarterly amortization on June 30, 2026, and prepayments may be made without premium. The agreement also allows for uncommitted incremental facilities up to $100 million.
• Obligations are guaranteed by several domestic subsidiaries under a Guaranty dated Jan. 27, 2026, but the company’s obligations are otherwise unsecured and subject to a negative pledge. Proceeds may be used for general corporate purposes, permitted acquisitions (including the referenced Transaction), and refinancing existing debt.
• Separately, on Jan. 30, 2026 Palomar and the buyer amended their Equity Purchase Agreement to make closing effective on the last day of the month in which the closing conditions are satisfied. A related press release was furnished Feb. 2, 2026.

Key Details

• Total facility: $450 million (Revolver $150M; Term Loan $300M); maturity Jan. 27, 2031.
• Interest: Term SOFR or Alternate Base Rate + margin (SOFR margin 1.5%–1.75%; ABR margin 0.5%–0.75%); default interest adds +2.00% during an event of default.
• Amortization: Term Loan amortizes quarterly beginning June 30, 2026; loans may be prepaid without premium.
• Credit support: Guaranty by several Palomar domestic subsidiaries; facilities are unsecured with a negative pledge; up to $100M incremental uncommitted facility available.

Why It Matters

• This facility provides Palomar with additional liquidity and financing flexibility for general corporate needs, potential acquisitions (including the Company’s pending Transaction) and refinancing of debt — all items that can affect cash flow and capital structure.
• The unsecured nature and negative pledge mean lenders do not have specific collateral, but customary covenants and financial tests could limit dividends, additional borrowing, or certain investments, which investors should monitor.
• Interest costs are variable and tied to Term SOFR (or an alternate base rate) plus margins that depend on Palomar’s Debt to Capital Ratio; changes in rates or leverage could materially affect interest expense.
• Investors should watch announcements about the referenced acquisition closing and Palomar’s leverage and covenant compliance, which will be key to assessing financial risk and shareholder returns.