Knutzen Jonathan 4
4 · Palomar Holdings, Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
Palomar (PLMR) CRO Jonathan Knutzen Sells Shares to Cover Taxes
What Happened
Jonathan Knutzen, Chief Risk Officer of Palomar Holdings (PLMR), had restricted stock units (RSUs) convert into common shares (reported as derivative exercises/conversions at $0) and sold a portion of those shares in three open-market transactions to satisfy tax withholding. He acquired a total of 3,554 shares via conversions (1,230; 1,434; 890) and disposed of 1,115 shares across the transactions for a combined proceeds of approximately $135,991 (381 @ $122.04 = $46,498; 444 @ $122.04 = $54,187; 290 @ $121.74 = $35,306). These sales were routine sell-to-cover actions rather than discretionary purchases.
Key Details
- Transaction dates and prices:
- 2025-01-29: Converted 1,230 shares at $0; 381 shares sold @ $122.04 for $46,498. (F1)
- 2026-01-29: Converted 1,434 shares at $0; 444 shares sold @ $122.04 for $54,187.
- 2026-01-31: Converted 890 shares at $0; 290 shares sold @ $121.74 for $35,306.
- Total shares acquired by conversion: 3,554; total shares sold: 1,115; total cash proceeds ≈ $135,991.
- Shares owned after the transactions are not specified in the provided excerpt.
- Notable footnotes:
- F1: Sales were automatic sell-to-cover by the company to meet minimum statutory tax withholding on RSU vesting.
- F2: Reporting includes 1,386 shares purchased via the company ESPP.
- F3–F5: Describe original RSU grants and standard multi-year vesting schedules tied to continued service.
- Filing: Form 4 filed 2026-02-02 for transactions dated late Jan 2026. No late-filing notation provided in the excerpt.
Context
The reported "$0" acquisitions reflect RSU vesting/conversion (not an out-of-pocket option purchase). The subsequent open-market sales were largely automatic sell-to-cover transactions to cover withholding taxes tied to those vesting events — a routine administrative action rather than a discretionary market-timing sale. For retail investors, mandatory sell-to-cover activity is common and does not by itself indicate the insider’s view on the company’s future performance.
Insider Transaction Report
- Exercise/Conversion
Common Stock (RSUs)
[F2]2025-01-29+1,230→ 26,039 total - Sale
Common Stock (RSUs)
[F1][F2]2025-01-29$122.04/sh−381$46,498→ 25,658 total - Exercise/Conversion
Common Stock (RSUs)
[F2]2026-01-29+1,434→ 27,092 total - Sale
Common Stock (RSUs)
[F1][F2]2026-01-29$122.04/sh−444$54,187→ 26,648 total - Exercise/Conversion
Common Stock (RSUs)
[F2]2026-01-31+890→ 27,538 total - Sale
Common Stock (RSUs)
[F1][F2]2026-01-31$121.74/sh−290$35,306→ 27,248 total - Exercise/Conversion
Restricted Stock Units (RSUs)
[F3]2025-01-29−1,230→ 1,231 totalExercise: $0.00→ Common Stock (1,230 underlying) - Exercise/Conversion
Restricted Stock Units (RSUs)
[F4]2025-01-29−1,434→ 2,868 totalExercise: $0.00→ Common Stock (1,434 underlying) - Exercise/Conversion
Restricted Stock Units (RSUs)
[F5]2026-01-31−890→ 0 totalExercise: $0.00→ Common Stock (890 underlying)
- 24,809
Common Stock
[F2]
Footnotes (5)
- [F1]Represents 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.
- [F2]Includes 1,386 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).
- [F3]The original RSU grant was for 3,692 shares on 1/29/2024. 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.
- [F4]The original RSU grant was for 4,302 shares on 1/29/2025. 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.
- [F5]The original RSU grant was for 2,670 shares on 1/31/2023. 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.