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Q - Palomar Holdings,

For the period ended Jun 30, 2025. Filed Aug 5, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 5, 2025

PLMR$156.78+0.7%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Retirement Policy

On July 31,2025, the Board of Directors of the Company approved the Equity Award Retirement Policy (the “Policy”) pursuant to which employees of the Company meeting the requirements of the Policy will be entitled to certain continued benefits upon a qualified retirement.

Pursuant to the Policy, a qualified retirement includes, among other things, resignation of employment with the Company in good standing with six months’ notice on or after attainment of age fifty-eight (58) with a minimum of five (5) years of service with the Company, in all instances subject to the sum of the employee’s (i) age and (ii) years of service equating to a total of 65 or higher. In the event of a qualified retirement, an employee will be entitled to continued vesting of his or her RSUs which were outstanding as of the date notice of retirement was provided (the “Notice Date”), prorated continued vesting of his or her PSUs outstanding on the Notice Date based on actual performance and payment of a prorated annual bonus payable in accordance with the Company’s standard practice.

The description of the Policy is qualified in its entirety by the text of the Policy, a copy of which will be filed with the Company’s next quarterly report on Form 10-Q.

Rule 10b5-1 Trading Plans

On June 12, 2025, Chris Uchida, the Company’s Chief Financial Officer, entered a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1c under the Exchange Act, providing for the exercise and sale of up to 3,150 shares of Company stock options and the sale of up to 5,671 shares of the Company’s common stock. Pursuant to this plan, Mr. Uchida may sell shares beginning September 11, 2025 and ending March 31, 2026.

On June 12, 2025, Jon Christianson, the Company’s President, entered a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1c under the Exchange Act, providing for the exercise and sale of up to 18,478 shares of Company stock options. Pursuant to this plan, Mr. Christianson may sell shares beginning September 11, 2025 and ending February 28, 2026.

On June 12, 2025, Angela Grant, the Company’s Chief Legal Officer, entered a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1c under the Exchange Act, providing for the exercise and sale of up to 1,254 shares of Company stock options. Pursuant to this plan, Mrs. Grant may sell shares beginning September 11, 2025 and ending February 28, 2026.

None of our other directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934)adopted, terminated ormodified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K)during the quarter ended June 30, 2025.

Form Executive Employment Agreement

On January 29, 2025, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved an updated form of executive employment agreement (the “Form Agreement”) to be entered into by our executive officers (excluding Mr. Armstrong) by September 30, 2025. The updated Form Agreement supersedes the version previously approved on July 28, 2023, and continues to set forth each executive’s annual base salary and target bonus amount, subject to review and adjustment by the Compensation Committee, as well as severance and change in control protections.

The updated Form Agreement includes a new provision addressing potential excise taxes under Sections 280G and 4999 of the Internal Revenue Code. Specifically, if any payments or benefits the executive would receive in connection with a change in control would constitute “parachute payments” and be subject to the excise tax under Section 4999, such payments will be reduced to the extent necessary to avoid the excise tax—but only if doing so would result in a greater after-tax benefit to the executive. The provision outlines the methodology for any such reduction and provides that the related calculations will be performed by a firm selected by the Company after consultation with the executive.

All other material terms of the Form Agreement remain unchanged.

Item

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