Uchida T Christopher 4

4 · Palomar Holdings, Inc. · Filed Feb 20, 2026

AI-generated summary of this filing

Updated Feb 20, 2026

Palomar (PLMR) CFO Uchida Sells Shares After RSU Vesting

What Happened

T. Christopher Uchida, Chief Financial Officer of Palomar Holdings (PLMR), had 1,530 restricted stock units (RSUs convert/derivatives) vest on 2026-02-18. The RSUs converted to common shares at $0.00 (no cash exercise). To satisfy mandatory tax withholding, 783 of those shares were sold in an open-market sell-to-cover transaction at $128.04 per share, generating $100,255. The remaining vested shares were issued to Uchida.

Key Details

Transaction date: 2026-02-18 (Form 4 filed 2026-02-20; filing appears timely)
Shares acquired via derivative conversion: 1,530 shares at $0.00
Shares sold (open market/sell-to-cover): 783 shares at $128.04, proceeds $100,255
Additional derivative entry: 1,530 shares disposed at $0.00 reflecting the RSU conversion/cancellation per the filing
Shares owned after the transaction: not disclosed in this filing
Footnotes: F1 — the 783-share sale was an automatic mandatory sell-to-cover to satisfy minimum statutory tax withholding; F2 — original RSU grant was 30,594 shares (11/18/2021) with updated vesting schedule, including quarterly vesting of 1,530 units after the third anniversary.

Context

This was a routine RSU vesting and automatic sell-to-cover for taxes (not an open-market discretionary sale by the insider). The derivative entries reflect RSUs converting to common stock; a portion was sold immediately to cover withholding. Such transactions generally reflect compensation vesting rather than a traded-based investment decision.

Form 4

Period: 2026-02-18

Chief Financial Officer

Transactions

Exercise/Conversion
Common Stock
2026-02-18+1,530→ 15,535 total
Sale
Common Stock
[F1]
2026-02-18$128.04/sh−783$100,255→ 14,752 total
Exercise/Conversion
Restricted Stock Units (RSUs)
[F2]
2026-02-18−1,530→ 4,590 total
Exercise: $0.00→ Common Stock (1,530 underlying)

Footnotes (2)

[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]The original RSU grant was for 30,594 shares on 11/18/2021. Subject to continuing service with the Company, the restricted stock units shall vest as follows: 6,118 units shall vest on the first year anniversary of the date of the grant; 6,118 units shall vest on the second year anniversary of the date of the grant; 6,118 units shall vest on the third year anniversary of the date of grant; and 1,530 units shall vest quarterly following the third anniversary date of the grant. These vesting terms reflect updates from the vesting terms stated on the original form 4, filed November 18, 2021, due to erroneous vesting terms being stated on the original form 4.

Signature

/s/ Angela Grant, Attorney-in-Fact|2026-02-20

1 file