Armstrong Mac 4

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.