Form 4: Palomar Holdings Chief People Officer Reports Routine Stock Transactions and Equity Vesting

Timothy Carter, Chief People Officer of Palomar Holdings, Inc., reported the acquisition of common stock through an employee stock purchase plan and the vesting of restricted stock units, alongside sales to cover tax obligations.

Summary

• Timothy Carter, Chief People Officer of Palomar Holdings, Inc. (PLMR), reported transactions on June 28, 2025.
• Acquired 47 shares of Common Stock through the 2019 Employee Stock Purchase Plan (ESPP).
• Acquired 492 shares of Common Stock upon the vesting of Restricted Stock Units (RSUs) from an original grant of 1,476 shares on June 28, 2024.
• Sold 178 shares of Common Stock at $153.65 per share to cover minimum statutory tax withholding obligations related to RSU vesting.
• Acquired 820 shares of Common Stock upon the vesting of Restricted Stock Units (RSUs) from an original grant of 2,460 shares on June 28, 2024.
• Sold 295 shares of Common Stock at $153.65 per share to cover minimum statutory tax withholding obligations related to RSU vesting.
• Following these transactions, Timothy Carter beneficially owns 886 shares of Common Stock directly and 1,640 Restricted Stock Units (RSUs) directly.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to the insider's acquisition of shares through an ESPP and the vesting of RSUs, indicating continued executive compensation and alignment. The sales are for tax purposes, not discretionary, which mitigates negative sentiment.

Positives

• Timothy Carter acquired 47 shares of Common Stock through the Employee Stock Purchase Plan, indicating continued investment in the company.
• Vesting of Restricted Stock Units (RSUs) for 492 and 820 shares demonstrates ongoing compensation and retention of a key executive.

Negatives

• Sales of 178 shares and 295 shares were mandatory "sell-to-cover" transactions to meet tax withholding obligations upon RSU vesting, not discretionary sales indicating a lack of confidence.

Risks

• No specific risks are detailed in this Form 4 filing, as it primarily reports insider stock transactions.

Future Outlook

The remaining Restricted Stock Units (RSUs) are subject to a vesting schedule, with one-third vesting on the first, second, and third year anniversaries of the June 28, 2024 grant date, contingent on continuing service with the company.

Management Comments

• Includes 47 shares of Common Stock purchased pursuant to the Palomar Holdings, Inc. 2019 Employee Stock Purchase Plan (ESPP).
• 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.
• Subject to continuing service with the Company, the restricted stock units shall vest as follows: one-third (1/3) shall vest on the first year anniversary of the date of the grant; an additional one-third (1/3) shall vest on the second year anniversary of the date of the grant; and the final one-third (1/3) shall vest on the third year anniversary of the date of grant.

Industry Context

This Form 4 filing reflects routine equity compensation and share acquisition activities common for executives in publicly traded companies, particularly within the financial services or insurance sector where Palomar Holdings operates. Such transactions are standard mechanisms for aligning executive incentives with shareholder interests and managing tax liabilities associated with equity awards.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) with multi-year vesting schedules is a common practice in executive compensation across the financial industry, similar to compensation structures at companies like Travelers Companies (TRV) or Chubb Limited (CB).
• Employee Stock Purchase Plans (ESPPs) are also standard benefits offered by many public companies, including peers in the insurance sector, encouraging broad employee ownership.
• Mandatory 'sell-to-cover' provisions for tax withholding upon RSU vesting are a standard industry practice to manage the tax implications of equity compensation, observed across various sectors and companies.

Corporate Governance

Stakeholder Impact

• Shareholders: The report indicates routine executive compensation and share ownership, which can be viewed positively as it aligns management's interests with shareholders. The 'sell-to-cover' sales are standard and do not imply a lack of confidence.
• Employees: The Employee Stock Purchase Plan (ESPP) mentioned benefits employees by allowing them to purchase company stock at a discount, fostering a sense of ownership.

Next Steps

• Future vesting of remaining Restricted Stock Units (RSUs) on the first, second, and third year anniversaries of the June 28, 2024 grant date.

Key Dates

Recommendation

Keywords

Palomar Holdings, PLMR, SEC Form 4, Insider Trading, Stock Ownership, Restricted Stock Units, Employee Stock Purchase Plan, Timothy Carter, Chief People Officer, Equity Compensation