Armstrong Mac 4
4 · Palomar Holdings, Inc. · Filed Jul 17, 2026
Research Summary
AI-generated summary of this filing
Palomar (PLMR) CEO Mac Armstrong Sells $8.0M Shares, Exercises Awards
What Happened
- Mac Armstrong, Palomar Holdings’ CEO, Chairman and Director, had several equity events on 2026-07-15. He had derivative awards (RSUs/PSUs) vest/convert that resulted in 118,750 shares being issued at $0 (6,250 + 112,500). He also sold 60,741 shares in open-market transactions at $131.66 per share for a total of $7,997,160 (two sales: $420,917 and $7,576,243). Several shares were sold automatically to cover tax withholding.
Key Details
- Transaction date: July 15, 2026; Form 4 filed July 17, 2026 (filed within the typical two-business-day window).
- Sale price(s): $131.66 per share; sale proceeds: $420,917 and $7,576,243 (total ≈ $7,997,160).
- Shares acquired via vest/convert: 118,750 shares (6,250 + 112,500) at $0 (reflects RSU/PSU settlement).
- Shares sold (open market): 3,197 shares and 57,544 shares = 60,741 shares.
- Shares owned after transaction: not specified in the provided filing excerpt.
- Notable footnotes:
- F1: 2,754 shares purchased under the 2019 ESPP.
- F2 & F5: Some shares were automatically sold by the Company to satisfy mandatory tax withholding (sell-to-cover).
- F3–F5/F7: The 112,500 shares reflect PSU vesting based on price thresholds and required service through 7/15/2026; the original PSU grant was for 225,000 shares, four installments (112,500) vested and the remaining four installments (112,500) were forfeited.
- F6: RSU original grant and vesting schedule described (125,000 original RSUs; periodic vesting including quarterly 6,250 share tranches).
- Timing: Filing appears timely (transaction 7/15/26; filed 7/17/26).
Context
- The $0 acquisition entries are not option purchases but vesting/settlement of restricted/performance stock units (RSUs/PSUs) that converted into common shares. Some of those newly issued shares were immediately sold (sell-to-cover) to satisfy tax withholding — a routine administrative step, not necessarily a directional market bet.
- Half of the original PSU award vested (per achievement of price targets and service requirement) while the other half was forfeited, per the footnotes. Purchases under an ESPP (F1) and mandatory sell-to-cover are common and should be interpreted differently from voluntary open-market purchases or sales.
Insider Transaction Report
Form 4
Armstrong Mac
DirectorCEO and Chairman
Transactions
- Exercise/Conversion
Common Stock (RSUs)
[F1]2026-07-15+6,250→ 108,309 total - Sale
Common Stock (RSUs)
[F2][F1]2026-07-15$131.66/sh−3,197$420,917→ 105,112 total - Exercise/Conversion
Common Stock (PSUs)
[F3][F4][F1]2026-07-15+112,500→ 217,612 total - Sale
Common Stock (PSUs)
[F5][F1]2026-07-15$131.66/sh−57,544$7,576,243→ 160,068 total - Exercise/Conversion
Restricted Stock Units (RSUs)
[F6]2026-07-15−6,250→ 0 totalExercise: $0.00→ Common Stock (6,250 underlying) - Exercise/Conversion
Performance Share Units (PSUs)
[F7]2026-07-15−112,500→ 0 totalExercise: $0.00→ Common Stock (112,500 underlying)
Holdings
- 102,059
Common Stock
[F1] - 329,388(indirect: By Trust)
Common Stock
Footnotes (7)
- [F1]Includes 2,754 shares purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).
- [F2]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.
- [F3]Represents the vesting date of previously granted performance stock unit ("PSU") awards, which vested based on the applicable per-share market price thresholds having been achieved and the grantee completing the required service period through such date.
- [F4]Represents the number of shares determined to have been earned and vested from a previously granted PSU award. The PSU award was granted on 7/15/2021 and the number of shares that vested was based on achievement of the applicable per-share market price thresholds and the grantee completing the required service period through 7/15/2026.
- [F5]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.
- [F6]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.
- [F7]The original PSU grant was for 225,000 shares on 7/15/2021, vesting in eight equal installments, of which four installments (112,500 shares) vested as reported in this Form 4 and the remaining four installments (112,500 shares) were forfeited as described below. Subject to the Reporting Person's continuing service with the Company as an Employee and/or Director of the Issuer and the achievement of the applicable per-share market price threshold for each individual installment, the PSUs shall vest on July 15, 2026. If the applicable market price thresholds have not been achieved by July 15, 2026 or such earlier date that the Reporting Person ceases to be an Employee before December 31, 2025 or ceases to be either an Employee or a Director (or both) before the fifth anniversary of the Grant Date/Vesting Start Date, all unvested PSUs will be forfeited.
Signature
/s/ Angela Grant, Attorney-in-Fact|2026-07-17