Armstrong Mac 4
4 · Palomar Holdings, Inc. · Filed Jan 30, 2026
Research Summary
AI-generated summary of this filing
Palomar (PLMR) CEO Armstrong Mac Sells Shares, Exercises Options
What Happened
Armstrong Mac, Palomar Holdings’ CEO, Chairman and director, exercised/converted 22,907 derivative shares (reported as M) and immediately sold 11,484 shares in an open-market transaction at $119.88 each for proceeds of $1,376,702. He also received a grant/award of 21,539 restricted stock units (RSUs) (reported as A). The exercised/conversion and the award were reported with a $0 acquisition price (derivative/award).
Key Details
- Transaction date: 2026-01-28; Filing date: 2026-01-30 (appears timely).
- Sale: 11,484 shares @ $119.88 = $1,376,702.
- Exercise/Conversion: 22,907 shares acquired at $0 (derivative exercise/conversion).
- Award/Grant: 21,539 RSUs granted at $0 (see vesting schedule below).
- Shares owned after transaction: not specified in the filing.
- Notable footnotes:
- F1: Includes 2,652 shares purchased via the company’s 2019 ESPP.
- F2–F4: A previously granted performance stock unit (PSU) award was ratified by the Compensation Committee and a portion vested; shares were automatically sold by the company to cover minimum tax withholding (mandatory sell-to-cover).
- F5: The RSU grant (21,539) vests one-third each year over three years, contingent on continued service.
Context
The M-code derivative action indicates an exercise/conversion of equity-based compensation; because some shares were sold immediately (and the company sold shares to cover withholding), this resembles a cashless or partial cashless exercise/sell-to-cover scenario rather than a straightforward purchase signaling bullish conviction. Awards and ESPP purchases are common forms of compensation and routine insider activity; filings here are factual disclosures of those events.
Insider Transaction Report
- Exercise/Conversion
Common Stock (PSUs)
[F2][F3][F1]2026-01-28+22,907→ 103,221 total - Sale
Common Stock (PSUs)
[F4][F1]2026-01-28$119.88/sh−11,484$1,376,702→ 91,737 total - Award
Restricted Stock Units (RSUs)
[F5]2026-01-28+21,539→ 21,539 totalExercise: $0.00→ Common Stock (21,539 underlying)
- 348,388(indirect: By Trust)
Common Stock
- 80,314
Common Stock
[F1]
Footnotes (5)
- [F1]Includes 2,652 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]The original RSU grant was for 21,539 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.