Armstrong Mac 4

4 · Palomar Holdings, Inc. · Filed Apr 17, 2026

AI-generated summary of this filing

Updated Apr 17, 2026

Palomar (PLMR) CEO Armstrong Sells 3,197 Shares After RSU Vest

What Happened

Armstrong Mac, Palomar Holdings' CEO and Chairman, had 6,250 restricted stock units (RSUs) convert to common stock on 2026-04-15. Of those, 3,197 shares were sold in an open-market transaction at $129.46 for proceeds of $413,884 to satisfy tax withholding; the vesting resulted in a net issuance of 3,053 shares to the insider.
The Form 4 shows the RSU conversion (derivative-to-stock) and the subsequent market sale; the conversion entries report $0 exercise price because these were RSUs rather than options.

Key Details

Transaction dates: 2026-04-15 (reported 2026-04-17).
Sale: 3,197 shares sold at $129.46 each, total proceeds $413,884.
RSU conversion: 6,250 shares converted (vested); net retained after sell-to-cover: 3,053 shares.
Footnotes: F1 = mandatory sell-to-cover to cover statutory tax withholding on vesting; F2 = ownership includes 2,754 shares purchased via the company ESPP; F3 = original RSU grant (125,000) vests quarterly at 6,250 after the third anniversary.
Filing timeliness: Report filed on 2026-04-17 for transactions on 2026-04-15 (appears timely within Form 4 reporting window).

Context

This was a vesting/settlement of RSUs with an automatic sell-to-cover tax withholding (not an independent market-sale decision). Such sell-to-cover transactions are routine tax-related actions and do not necessarily indicate a change in the insider’s view of the company.
For clarity: the derivative entries reflect RSU conversion to shares (not an option purchase), and a portion of those shares were sold immediately to satisfy tax obligations.

Form 4

Period: 2026-04-15

DirectorCEO and Chairman

Transactions

Exercise/Conversion
Common Stock (RSUs)
[F2]
2026-04-15+6,250→ 105,256 total
Sale
Common Stock (RSUs)
[F1][F2]
2026-04-15$129.46/sh−3,197$413,884→ 102,059 total
Exercise/Conversion
Restricted Stock Units (RSUs)
[F3]
2026-04-15−6,250→ 6,250 total
Exercise: $0.00→ Common Stock (6,250 underlying)

Holdings

Footnotes (3)

[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 2,754 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).
[F3]The original RSU grant was for 125,000 shares on 7/15/2021. Subject to the Reporting Person's continuing service with the Company, the RSUs shall vest as follows: 25,000 shares shall vest on the first year anniversary of the Grant Date/Vesting Base Date; 25,000 shares shall vest on the second year anniversary of the Grant Date/Vesting Base Date; 25,000 shares shall vest on the third year anniversary of the Grant Date/Vesting Base Date; after the third anniversary of the Grant Date/Vesting Base Date, 6,250 shares shall vest on a quarterly basis thereafter, until fully vested.

Signature

/s/ Angela Grant, Attorney-in-Fact|2026-04-17

1 file