What the changes say
- Palomar Holdings added 6 new risks covering global trade, economic uncertainty, and enhanced compliance requirements.
- Revisions emphasize AI deployment challenges, employee headcount doubling, and reinsurance market volatility.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
new insurance policies could also be materially adversely impacted as a result of corresponding reductions in our capital. In addition, a natural disaster could materially impact the financial condition of our policyholders, resulting in loss of premiums
Natural disasters can deplete capital and reduce policyholder financial conditions, while our reinsurance exhausts at $3.1 billion for earthquakes and $100 million for hurricanes.
- NewRisks Related to Our Business and Industry
to quantify its impact on our business, but no assurance can be given that our attempt to quantify such inputs will be accurate or successful
Inadequate loss reserves will require reserve increases that reduce net income, stockholders' equity, liquidity, and financial ratings.
- NewRisks Related to Our Business and Industry
Competition for business in our industry is intense, which may result in pricing pressure, reduced underwriting margins, or changes in market share
Intense competition from specialty, standard, and state-backed insurers like the California Earthquake Authority may create pricing pressure and reduce margins.
- NewRisks Related to the Economic Environment
We underwrite a significant portion of our insurance in California. An economic downturn which particularly impacts California could have an adverse effect on our financial condition and results of operations
An economic downturn specifically impacting California could adversely affect our financial condition and operations due to high geographic concentration.
- NewRisks Related to the Economic Environment
Changes in global trade policies, including the imposition of tariffs, along with broader economic uncertainty, could contribute to financial market volatility, interest rate fluctuations, and disruptions to the sectors we insure
Global trade policies, tariffs, inflation, and interest rate volatility could disrupt insured sectors and negatively impact our investment portfolio.
- NewRisks Related to Laws and Regulations
reporting, technical accounting, and internal control knowledge to satisfy the ongoing requirements of Section 404 and provide internal audit services
Compliance with Sarbanes-Oxley, Dodd-Frank, and expanding SEC climate disclosure rules increases operating costs and diverts management attention.
Dropped
- DroppedRisks Related to Our Business and Industry
We may be unable to purchase third-party reinsurance or otherwise expand our catastrophe coverage in amounts we desire on commercially acceptable terms or on terms that adequately protect us, and this inability may materially adversely affect our business, financial condition and results of operations
Inability to purchase third-party reinsurance or manage catastrophe exposure.
- DroppedRisks Related to Our Business and Industry
Claims arising from unpredictable and severe catastrophe events, including those caused by global climate change, could reduce or eliminate our earnings and stockholders’ equity and limit our ability to underwrite new insurance policies
Claims from unpredictable catastrophe events including global climate change.
- DroppedRisks Related to Our Business and Industry
Competition for business in our industry is intense
- DroppedRisks Related to Ownership of Our Common Stock
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
- DroppedRisks Related to Ownership of Our Common Stock
the failure to maintain effective internal controls in accordance with Sarbanes-Oxley
Reworded
- 84% rewrittenRisks Related to Technology
The growth and evolution of artificial intelligence (AI) may impact our business and operations
Expanded to detail specific AI adoption risks, algorithmic flaws, vendor integration challenges, and ethical or legal issues.
Was: The growth and evolution of artificial intelligence may impact our business and operations
- 65% rewrittenRisks Related to Our Business and Industry
Volatility in crop prices, as a result of weather conditions or other events, could adversely impact the performance of our crop business and our results of operations
Added biological risks and specified that volatility in crop results occurs from period to period.
Was: Volatility in crop prices, as a result of weather conditions or other events, could adversely impact our results of operations
- 56% rewrittenRisks Related to Laws and Regulations
We incur significant costs as a public company, and our management is required to devote substantial time to complying with public company regulations
Refined public company reporting and Sarbanes-Oxley compliance cost disclosures.
- 53% rewrittenRisks Related to Our Business and Industry
If actual renewals of our existing policies do not meet expectations, our written premium in future years and our future results of operations could be materially adversely affected
Added excess capital driving price pressure and the impact of fronting partnership initiations or expansions.
- 49% rewrittenRisks Related to Our Business and Industry
The models may not accurately reflect the impact on the economy of the area affected or the financial, judicial, political, or regulatory impacts on insurance claim payments during or following a catastrophe event
Streamlined language regarding model uncertainty in estimating probable maximum loss.
- 47% rewrittenRisks Related to Our Business and Industry
For further information on our loss reserving methodology, see “Management’s Discussion and Analysis-Critical Accounting Policies and Estimates- Reserve for Losses and Loss Adjustment Expenses” in this Annual Report on Form 10-K
Added reference to volatility in reinsurance market conditions impacting third-party coverage purchases.
Was: For further information on our loss reserving methodology, see “Management’s Discussion and Analysis-Critical Accounting Policies and Estimates- Reserve for Losses and Loss Adjustment Expenses”
- 42% rewrittenRisks Related to Our Business and Industry
We rely on a select group of brokers and program administrators, and such relationships may not continue or may not perform as expected
Added risk that broker or program administrator relationships may be materially modified.
Was: We rely on a select group of brokers and program administrators, and such relationships may not continue
- 42% rewrittenRisks Related to Our Business and Industry
We may not be able to manage our growth effectively
Added that the employee base has approximately doubled in the last twelve months, including through acquisitions.
- 39% rewrittenRisks Related to Our Business and Industry
Our Credit Agreement contains restrictions and covenants that limit our operating flexibility, and any debt borrowed under our Credit Agreement exposes us to additional risk and may adversely affect our financial condition and future financial results
Was: Our Credit Agreement contains restrictions and covenants that limit our flexibility in operating our business and any debt borrowed under our Credit Agreement exposes us to additional risk and may adversely affect our financial condition and future financial results
- 37% rewrittenRisks Related to Laws and Regulations
Unexpected changes in the interpretation of our coverage or provisions, including loss limitations and exclusions, in our policies could have a material adverse effect on our financial condition and results of operations
- 37% rewrittenRisks Related to Our Business and Industry
For the year ended December 31, 2024, our largest program administrator distributed $403.4 million or 26.2% of our gross written premiums. There were no other program administrators which distributed greater than 10% of our gross written premiums for the year ended December 31, 2024
- 30% rewrittenRisks Related to Technology
The failure or disruption of our information technology and telecommunications systems could adversely affect our business
Was: The failure of our information technology and telecommunications systems could adversely affect our business
- 30% rewrittenRisks Related to Our Business and Industry
The reserve for losses and loss adjustment expenses represents our estimated ultimate cost of all reported and unreported losses and loss adjustment expenses incurred and unpaid at the balance sheet date. We seek to establish adequate reserves; however, our ultimate liability may be greater than our estimate
- 29% rewrittenRisks Related to Our Business and Industry
Our business is concentrated in California and we are exposed more significantly to California loss activity and regulatory environments, including regulatory constraints on pricing, underwriting actions, and the timing or approval of rate changes
Was: Our business is concentrated in California and, as a result, we are exposed more significantly to California loss activity and regulatory environments
- 27% rewrittenRisks Related to Our Business and Industry
We may require additional capital in the future, which may not be available or may only be available on unfavorable terms
- 26% rewrittenRisks Related to Laws and Regulations
We are subject to extensive regulation, which may adversely affect our ability to achieve our business objectives. In addition, if we fail to comply with these regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our financial condition and results of operations
- 26% rewrittenRisks Related to Our Business and Industry
Our failure to accurately and timely evaluate and pay claims could materially and adversely affect our business, financial condition, results of operations, and prospects
- 26% rewrittenRisks Related to Our Business and Industry
Our reinsurers may not pay claims on a timely basis, or at all, which may materially adversely affect our business, financial condition, and results of operations
- 23% rewrittenRisks Related to Our Business and Industry
We may seek similar catastrophe bond offerings in the future. However, there can be no assurance that we will be able to complete such offerings on acceptable terms, if at all
- 22% rewrittenRisks Related to Laws and Regulations
Applicable insurance laws may make it difficult to effect a change of control
All 61 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01new insurance policies could also be materially adversely impacted as a result of corresponding reductions in our capital. In addition, a natural disaster could materially impact the financial condition of our policyholders, resulting in loss of premiumsNew
- 02Our reinsurers may not pay claims on a timely basis, or at all, which may materially adversely affect our business, financial condition, and results of operations26% rewritten
- 03The reserve for losses and loss adjustment expenses represents our estimated ultimate cost of all reported and unreported losses and loss adjustment expenses incurred and unpaid at the balance sheet date. We seek to establish adequate reserves; however, our ultimate liability may be greater than our estimate30% rewritten
- 04to quantify its impact on our business, but no assurance can be given that our attempt to quantify such inputs will be accurate or successfulNew
- 05For further information on our loss reserving methodology, see “Management’s Discussion and Analysis-Critical Accounting Policies and Estimates- Reserve for Losses and Loss Adjustment Expenses” in this Annual Report on Form 10-K47% rewritten
- 06We may seek similar catastrophe bond offerings in the future. However, there can be no assurance that we will be able to complete such offerings on acceptable terms, if at all23% rewritten
- 07The models may not accurately reflect the impact on the economy of the area affected or the financial, judicial, political, or regulatory impacts on insurance claim payments during or following a catastrophe event49% rewritten
- 08A decline in our financial strength rating may adversely affect the amount of business we write and impact compliance with our debt covenants
- 09If A.M. Best alters its capital adequacy assessment methodology in a manner that would adversely affect our rating
- 10Causing us to be out of compliance with the financial covenants in our credit agreement
- 11We and our customers could be negatively and adversely impacted by pandemics, disease outbreaks and other public health crises
- 12Our business is concentrated in California and we are exposed more significantly to California loss activity and regulatory environments, including regulatory constraints on pricing, underwriting actions, and the timing or approval of rate changes29% rewritten
- 13We could be adversely affected by the loss of one or more key executives or by an inability to attract and retain qualified personnel
- 14We rely on a select group of brokers and program administrators, and such relationships may not continue or may not perform as expected42% rewritten
- 15For the year ended December 31, 2024, our largest program administrator distributed $403.4 million or 26.2% of our gross written premiums. There were no other program administrators which distributed greater than 10% of our gross written premiums for the year ended December 31, 202437% rewritten
- 16Because we provide our program administrators with specific quoting and binding authority, if any of them fail to comply with pre‑established guidelines, our results of operations could be adversely affected
- 17Because our business depends on insurance brokers and program administrators, we are exposed to certain risks arising out of our reliance on these distribution channels that could adversely affect our results
- 18Competition for business in our industry is intense, which may result in pricing pressure, reduced underwriting margins, or changes in market shareNew
- 19If actual renewals of our existing policies do not meet expectations, our written premium in future years and our future results of operations could be materially adversely affected53% rewritten
- 20Our failure to accurately and timely evaluate and pay claims could materially and adversely affect our business, financial condition, results of operations, and prospects26% rewritten
- 21We may act based on inaccurate or incomplete information regarding the accounts we underwrite
- 22We may change our underwriting guidelines or business strategy without stockholder approval
- 23Our employees could take excessive risks, which could negatively affect our financial condition and business
- 24We may require additional capital in the future, which may not be available or may only be available on unfavorable terms27% rewritten
- 25We may not be able to manage our growth effectively42% rewritten
- 26We face risks associated with the evaluation of potential acquisitions, the integration of acquired businesses, and the introduction of new products, lines of business, and markets
- 27Our operating results have varied from quarter to quarter and may not be indicative of our long‑term prospects
- 28Our Credit Agreement contains restrictions and covenants that limit our operating flexibility, and any debt borrowed under our Credit Agreement exposes us to additional risk and may adversely affect our financial condition and future financial results39% rewritten
- 29Exposing us to interest rate risk since the interest rate in the Credit Agreement is a variable rate
- 30Volatility in crop prices, as a result of weather conditions or other events, could adversely impact the performance of our crop business and our results of operations65% rewritten
Risks Related to the Economic Environment
- 31We underwrite a significant portion of our insurance in California. An economic downturn which particularly impacts California could have an adverse effect on our financial condition and results of operationsNew
- 32Changes in global trade policies, including the imposition of tariffs, along with broader economic uncertainty, could contribute to financial market volatility, interest rate fluctuations, and disruptions to the sectors we insureNew
- 33Performance of our investment portfolio is subject to a variety of investment risks that may adversely affect our financial results
- 34We could be forced to sell investments to meet our liquidity requirements
Risks Related to Technology
- 35The failure or disruption of our information technology and telecommunications systems could adversely affect our business30% rewritten
- 36Security breaches or cyber-attacks could expose us to liability and damage our reputation and business
- 37We employ third‑party licensed software for use in our business, and the inability to maintain these licenses, problems with the software we license, or increases to the cost of software licenses could adversely affect our business
- 38Control weaknesses or failures in cloud-based software could adversely affect our business
- 39The growth and evolution of artificial intelligence (AI) may impact our business and operations84% rewritten
Risks Related to Laws and Regulations
- 40We are subject to extensive regulation, which may adversely affect our ability to achieve our business objectives. In addition, if we fail to comply with these regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our financial condition and results of operations26% rewritten
- 41Unexpected changes in the interpretation of our coverage or provisions, including loss limitations and exclusions, in our policies could have a material adverse effect on our financial condition and results of operations37% rewritten
- 42We may become subject to additional government or market regulation, including additional regulation around cybersecurity, which may have a material adverse impact on our business
- 43We routinely transmit and receive personal, confidential and proprietary data and information by electronic means and are subject to numerous data privacy laws and regulations enacted in the jurisdictions in which we do business, including recent laws in California whose impact on our business are difficult to predict
- 44Changes in tax laws as a result of the enactment of tax legislation could impact our operations and profitability
- 45If states increase the assessments we are required to pay, our business, financial condition and results of operations would suffer
- 46Because we are a holding company and substantially all our operations are conducted by our insurance subsidiaries, our ability to pay dividends depends on our ability to obtain cash dividends or other permitted payments from our insurance subsidiaries
- 47The effects of litigation on our business are uncertain and could have an adverse effect on our business
- 48We rely on the use of credit scoring in pricing and underwriting certain of our insurance policies and any legal or regulatory requirements that restrict our ability to access credit score information could decrease the accuracy of our pricing and underwriting process and thus decrease our ability to be profitable
- 49Failure to protect our intellectual property rights could impair our ability to protect our intellectual property, proprietary technology platform and brand, or we may be sued by third parties for alleged infringement of their proprietary rights
- 50Changes in accounting standards and future pronouncements may materially affect our reported financial results
- 51We incur significant costs as a public company, and our management is required to devote substantial time to complying with public company regulations56% rewritten
- 52reporting, technical accounting, and internal control knowledge to satisfy the ongoing requirements of Section 404 and provide internal audit servicesNew
- 53evaluate and maintain our system of internal control over financial reporting, and report on management’s assessment thereof, in compliance with rules and regulations of the SEC and the Public Company Accounting Oversight Board
- 54Applicable insurance laws may make it difficult to effect a change of control22% rewritten
Risks Related to Ownership of Our Common Stock
- 55Future transactions where we raise capital may negatively affect our stock price
- 56Our operating results and stock price may be volatile, or may decline regardless of our operating performance, and holders of our common stock could lose all or part of their investment
- 57other events or factors, including those from natural disasters, war, pandemics, acts of terrorism, cyber-attacks or responses to these events
- 58Provisions in our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if such a change in control would increase the value of our common stock and prevent attempts by our stockholders to replace or remove our current Board of Directors or management
- 59In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a period of time
- 60any action asserting a claim governed by the internal affairs doctrine
- 61If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline
Other Palomar Holdings 10-Ks
- FY2024 10-K risk factors60 risks
Palomar Holdings is highly exposed to catastrophic loss activity and regulatory environments concentrated in California.
Filed Feb 25, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.