Uchida T Christopher 4
4 · Palomar Holdings, Inc. · Filed Jan 30, 2026
Research Summary
AI-generated summary of this filing
Palomar (PLMR) CFO T. Christopher Uchida Exercises PSUs, Sells Shares
What Happened
T. Christopher Uchida, Chief Financial Officer of Palomar Holdings (PLMR), had 5,660 shares issued from the conversion/vesting of a performance stock unit (derivative conversion) and was granted 8,431 restricted stock units (RSUs). Concurrently 2,103 shares were sold in an automatic sell-to-cover transaction for $119.88 each, generating $252,108. The acquired/conversion and grant shares show $0.00 per-share purchase price (i.e., compensation awards/vesting, not a cash purchase).
Key Details
- Transaction date: 2026-01-28; Form filed 2026-01-30. No indication the filing was late.
- Transactions reported:
- Conversion of derivative (PSU vesting): 5,660 shares acquired @ $0.00 (M)
- Open-market sale (sell-to-cover): 2,103 shares disposed @ $119.88 = $252,108 (S)
- Grant/award (new RSU grant): 8,431 RSUs granted @ $0.00 (A)
- Shares owned after the transactions: not disclosed in the filing.
- Footnotes:
- F1–F3 explain the PSU vesting and that the sell of 2,103 shares was automatic to satisfy mandatory tax withholding on vesting.
- F2 notes the PSU was originally granted 1/31/2023 and vested based on service through 1/1/2026 and achievement of performance criteria.
- F4 describes the new 8,431 RSU grant vests in three equal annual installments beginning one year after grant (1/28/2027, etc.).
Context
This was primarily a compensation event: PSUs vested (converted to shares) and a new RSU award was granted. The sale was a routine sell-to-cover to satisfy tax withholding obligations on the vested award, not a discretionary open-market sell for investment purposes. The RSU grant is subject to multi-year vesting and is not immediately tradable.
Insider Transaction Report
- Exercise/Conversion
Common Stock (PSUs)
[F1][F2]2026-01-28+5,660→ 13,576 total - Sale
Common Stock (PSUs)
[F3]2026-01-28$119.88/sh−2,103$252,108→ 11,473 total - Award
Restricted Stock Units (RSUs)
[F4]2026-01-28+8,431→ 8,431 totalExercise: $0.00→ Common Stock (8,431 underlying)
- 7,916
Common Stock
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]The original RSU grant was for 8,431 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.