Armstrong Mac 4

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.