Form 4: Palomar Holdings CEO Reports RSU Vesting and Tax-Related Stock Sale

Palomar Holdings, Inc. CEO and Chairman Mac Armstrong reported the vesting of 6,250 restricted stock units and a subsequent sale of 3,191 shares to cover tax obligations, alongside an acquisition of 2,555 shares through an employee stock purchase plan.

Summary

• CEO Mac Armstrong acquired 6,250 shares of Common Stock (RSUs) on July 15, 2025, due to vesting, with a transaction price of $0.00.
• Concurrently, 3,191 shares were disposed of at a price of $143.1 per share on July 15, 2025, to satisfy mandatory tax withholding obligations related to the RSU vesting.
• The reported direct beneficial ownership of Common Stock (RSUs) after these transactions is 73,245 shares.
• An additional 2,555 shares of Common Stock were purchased through the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).
• Mac Armstrong's total direct beneficial ownership of Common Stock is 70,186 shares, and indirect ownership through the Armstrong Family Trust is 387,388 shares.
• The original RSU grant was for 125,000 shares on July 15, 2021, with a vesting schedule of 25,000 shares annually for the first three years, followed by 6,250 shares quarterly until fully vested.
• Following the reported transactions, 25,000 derivative Restricted Stock Units remain beneficially owned directly.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While there's a sale of shares, it's for mandatory tax withholding, which is a routine event. The vesting of RSUs and the purchase through the ESPP indicate continued executive alignment and investment in the company.

Positives

• Vesting of 6,250 Restricted Stock Units indicates continued long-term incentive alignment for the CEO.
• Purchase of 2,555 shares through the Employee Stock Purchase Plan demonstrates additional direct investment by the CEO.
• Significant indirect ownership of 387,388 shares through the Armstrong Family Trust indicates substantial long-term commitment from the CEO.

Negatives

• Sale of 3,191 shares, although for mandatory tax purposes, reduces direct beneficial ownership.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Indirect beneficial ownership of 387,388 shares of Common Stock is held by the Armstrong Family Trust.

Stakeholder Impact

• Shareholders: The transactions reflect ongoing executive compensation and alignment with shareholder interests through equity ownership. The tax-related sale is a routine event and not indicative of a lack of confidence.
• Employees: The mention of the 2019 Employee Stock Purchase Plan (ESPP) indicates a program available to employees, fostering broader employee ownership.

Key Dates

Recommendation

Keywords

Palomar Holdings, PLMR, SEC Form 4, insider trading, stock transaction, RSU vesting, employee stock purchase plan, CEO stock, executive compensation, beneficial ownership, tax withholding