Armstrong Mac 4

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.