8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2022

Palomar Holdings, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-38873

Delaware	83-3972551
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

7979 Ivanhoe Avenue, Suite 500

La Jolla, California 92037

(Address of principal executive offices, including zip code)

(619) 567-5290

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	PLMR	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Selection 13(a) of the Exchange Act. ☐

Item 7.01.Regulation FD Disclosure.

On January 24, 2022, Palomar Holdings, Inc.’s (the “Company”) Board of Directors approved the adoption of a share repurchase plan that authorizes the purchase of up to $100 million of the outstanding shares of Company common stock over the period ending March 31, 2024. The approved plan replaces the Company’s previous $40 million share repurchase program (“the Prior Plan”). Through January 24, 2022, the Company had repurchased $15.8 million of its shares under the Prior Plan.

Attached hereto as Exhibit 99.1 is the press release issued by the Company which is incorporated herein by reference.

Item 8.01.Other Events.

The information set forth in the first paragraph of Item 7.01 regarding the Company’s adoption or a share repurchase plan above is incorporated herein.

Forward-Looking Statements

Statements made in this Current Report on Form 8-K, other than those concerning historical information, should be considered forward-looking statements pursuant to the safe harbor provisions of the Securities Exchange Act of 1934 and the Private Securities Litigation Act of 1995. These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of management and on the information available to management at the time that this report was prepared. These statements can be identified by the use of words like “expect,” “anticipate,” “estimate,” and “believe,” variations of these words and other similar expressions. Readers should not place undue reliance on forward-looking statements as a number of important factors could cause actual results to differ materially from those in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, changes in interest rate environment, management’s business strategy, national, regional, and local market conditions and legislative and regulatory conditions.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Description
99.1	Press release, dated January 25, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

		PALOMAR HOLDINGS, INC.
Date:	January 26, 2022	/s/ T. Christopher Uchida
		T. Christopher Uchida
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

Palomar Holdings, Inc. Announces New Two Year, $100 Million Share Repurchase Program 

~ $100 Million Share Repurchase Program Replaces Previous $40 Million Program ~ 

~ Reinforces Commitment to Long-Term Growth and Shareholder Value Creation ~ 

LA JOLLA, Calif. (January 25, 2022) — Palomar Holdings, Inc. (NASDAQ:PLMR) (“Palomar” or the “Company”) today announced that its Board of Directors has approved a share repurchase program effective January 24, 2022. The program replaces the previous share repurchase authorization that had $24.2 million of the original $40 million remaining and authorizes the repurchase by the Company of up to $100 million of its outstanding shares of common stock over the period ending on March 31, 2024 

Mac Armstrong, Chairman and Chief Executive Officer of Palomar, commented, “Today’s announcement represents Palomar’s continued confidence in our long-term strategic plan and the value it will create in the short and long-term for our shareholders.  We believe that an opportunistic capital allocation strategy can be used in concert with our ambitious growth plan to enhance our returns.  Importantly, we believe that the new plan will in no way impede our ability to meaningfully grow Palomar and capitalize on the considerable investments made over the last year and a half.” 

Under the share repurchase program, shares may be repurchased from time to time in the open market or negotiated transactions at prevailing market rates, or by other means in accordance with federal securities laws. There is no guarantee as to the exact number or value of shares that will be repurchased by the Company, and the Company may discontinue repurchases at any time that management determines additional repurchases are not warranted. The timing and amount of share repurchases under the share repurchase program will depend on several factors, including the Company's stock price performance, ongoing capital planning considerations, general market conditions and applicable legal requirements. 

About Palomar Holdings, Inc. 

Palomar Holdings, Inc. is the holding company of subsidiaries Palomar Specialty Insurance Company (“PSIC”), Palomar Specialty Reinsurance Company Bermuda Ltd., Palomar Insurance Agency, Inc. and Palomar Excess and Surplus Insurance Company. Palomar is an innovative insurer that focuses on the provision of specialty insurance for residential and commercial clients. Palomar’s underwriting and analytical expertise allow it to concentrate on certain markets that it believes are underserved by other insurance companies, such as the markets for earthquake, hurricane and flood insurance. Palomar’s insurance subsidiaries, Palomar Specialty Insurance Company, Palomar Specialty Reinsurance Company Bermuda Ltd., and Palomar Excess and Surplus Insurance Company, have a financial strength rating of “A-” (Excellent) from A.M. Best. 

To learn more, visit PLMR.com.  

Follow Palomar on Facebook, LinkedIn and Twitter: @PLMRInsurance 

CONTACT:  

Media Inquiries  

Bill Bold 

1-619-890-5972 

bbold@plmr.com 

Investor Relations 

Jamie Lillis 

1-203-428-3223   

investors@plmr.com    

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XML

Document and Entity Information	Jan. 24, 2022
Cover [Abstract]
Entity Central Index Key	0001761312
Document Type	8-K
Document Period End Date	Jan. 24, 2022
Entity File Number	001-38873
Entity Registrant Name	Palomar Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-3972551
Entity Address, Address Line One	7979 Ivanhoe Avenue
Entity Address, Adress Line Two	Suite 500
Entity Address, City or Town	La Jolla
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92037
City Area Code	619
Local Phone Number	567-5290
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	PLMR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false