18 unchanged sentences
Based on that assessment under the framework in Internal Control-Integrated Framework (2013), management concluded that the company’s internal control over financial reporting was effective as of December 31, 2023.
−Removed: Pursuant to Section 404(c) of the Sarbanes-Oxley Act, our independent registered public accounting firm has issued an attestation
−Removed: report on the effectiveness of our internal control over financial reporting for the year ended December 31, 2022, which is included above.
+Added: Pursuant to Section 404(c) of the Sarbanes-Oxley Act, our independent registered public accounting firm has issued an attestation report on the effectiveness of our internal control over financial reporting for the year ended December 31, 2023, which is included above.
Changes in Internal Control over Financial Reporting
1 unchanged sentence
Other Information
+Added: Rule 10b5 - 1 Plans
+Added: On November 30, 2023 , Mac Armstrong , the Company’s Chairman and Chief Executive Officer , entered a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5 - 1c under the Exchange Act, providing for the sale of up to 77,000 shares of the Company’s common stock.
+Added: Pursuant to this plan, Mr.
+Added: Armstrong may sell shares beginning February 29, 2024 and ending January 31, 2025 .
+Added: On December 11, 2023 , 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 6,000 shares of Company stock options and sale of up to 16,750 shares of the
+Added: Company’s common stock.
+Added: Pursuant to this plan, Mr.
+Added: Uchida may sell shares beginning March 11, 2024 and ending August 31, 2024 .
+Added: On December 14, 2023 , 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 sale of up to 18,000 shares of the Company’s common stock.
+Added: Pursuant to this plan, Mr.
+Added: Christianson may sell shares beginning March 14, 2024 and ending August 31, 2024 .
+Added: There were no “non-Rule 10b5 - 1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted, modified or terminated during the fiscal quarter ended December 31, 2023 by our directors and Section 16 officers.
+Added: Each of the Rule 10b5 - 1 trading arrangements are in accordance with our Insider Trading Policy and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
21 unchanged sentences
Executive Employment Agreement, dated July 15, 2021, by and between the Company and Mac Armstrong (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 19, 2021).
−Removed: Form of Executive Employment Agreement (Named Executive Officers) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 5, 2021).
+Added: Form of Executive Employment Agreement (Named Executive Officers) (incorporated by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 3, 2023).
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1, filed with the SEC on March 15, 2019).
16 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Policy for Recovery of Erroneously Awarded Incentive Compensation.
Inline XBRL Instance Document.
4 unchanged sentences
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: Cover Page Interactive Date File (embedded within the Inline XBRL document)
+Added: Cover Page Interactive Date File (embedded within the Inline XBRL document and contained in Exhibit 101)
Management contract or compensatory plan or arrangement.
2 unchanged sentences
Form 10-K Summary
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 1, 2023.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 23, 2024.
Palomar Holdings, Inc.
8 unchanged sentences
/s/ Mac Armstrong
−Removed: Mac Armstrong
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
−Removed: March 1, 2023
−Removed: Christopher Uchida
+Added: February 23, 2024
+Added: Mac Armstrong
Christopher Uchida
Chief Financial Officer (Principal Financial and Accounting Officer)
−Removed: March 1, 2023
+Added: February 23, 2024
+Added: Christopher Uchida
/s/ Daryl Bradley
+Added: February 23, 2024
Daryl Bradley
−Removed: March 1, 2023
−Removed: /s/ Robert E.
−Removed: March 1, 2023
/s/ Catriona M.
−Removed: March 1, 2023
+Added: February 23, 2024
/s/ Daina Middleton
+Added: February 23, 2024
Daina Middleton
−Removed: March 1, 2023
/s/ Martha Notaras
+Added: February 23, 2024
Martha Notaras
−Removed: March 1, 2023
/s/ Richard H.
Lead Independent Director
−Removed: March 1, 2023
+Added: February 23, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.