STOCK TITAN

Profit returns as Trupanion (NASDAQ: TRUP) grows Q1 2026 revenue 12%

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Trupanion returned to profitability in Q1 2026 as growth in core subscription insurance outpaced costs. Revenue rose to $384.0 million from $342.0 million, driven by a 16% increase in subscription segment revenue to $269.5 million and an 11% rise in monthly average revenue per pet.

Net income was $4.9 million, or $0.11 per diluted share, compared with a $1.5 million loss, helped by improved subscription margins and lower interest expense. Cash, cash equivalents and short-term investments totaled $383.7 million, while operating cash flow was $14.6 million and long-term debt stood at $110.0 million under the PNC credit facility.

Positive

  • Return to profitability and stronger unit economics: Q1 2026 revenue grew 12% to $384.0 million while net income improved to $4.9 million (EPS $0.11) from a $1.5 million loss, supported by subscription cost of revenue declining to 80% of segment revenue and lower interest expense.

Negative

  • None.

Insights

Q1 2026 shows a clean swing to profitability driven by subscription growth and margin control.

Trupanion generated revenue of $384.0 million, up 12% year over year, with subscription revenue up 16% to $269.5 million. The core book benefited from an 11% increase in monthly average revenue per pet, while subscription pets enrolled grew 5% to 1.11 million.

Net income improved to $4.9 million from a $1.5 million loss, and diluted EPS moved from $(0.03) to $0.11. Subscription cost of revenue fell to 80% of segment revenue, reflecting pricing actions and relatively stable veterinary cost trends. Interest expense nearly halved to $1.9 million after refinancing into the PNC Facility.

Liquidity appears solid with $383.7 million in cash, cash equivalents and short-term investments as of March 31 2026, and operating cash flow of $14.6 million. Key dependencies include maintaining high average monthly retention of 98.35% and managing higher acquisition spend, as PAC increased 18% to $315 per pet while enrollment growth remained at 5%.

Total revenue $384.0 million Three months ended March 31, 2026; up from $342.0 million in 2025
Net income $4.9 million Three months ended March 31, 2026; vs. $1.5 million net loss in 2025
Diluted EPS $0.11 per share Q1 2026 diluted earnings per share; vs. $(0.03) in Q1 2025
Subscription segment revenue $269.5 million Subscription business revenue in Q1 2026; 16% year-over-year growth
Operating cash flow $14.6 million Net cash provided by operating activities in Q1 2026
Cash and short-term investments $383.7 million Cash, cash equivalents and short-term investments as of March 31, 2026
Long-term debt outstanding $110.0 million Principal under PNC Facility as of March 31, 2026
Subscription cost of revenue ratio 80% of subscription revenue Q1 2026 subscription business cost of revenue as a share of segment revenue
average monthly retention financial
"Average monthly retention | 98.35 % | 98.28 %"
risk-based capital requirements regulatory
"satisfy risk-based capital requirements (also referred to as minimum capital requirements)"
available-for-sale investments financial
"Available-for sale securities are classified as short-term versus long-term investments"
Available-for-sale investments are bonds or stocks a company buys to earn income or sell later but not to trade day-to-day or hold until they mature. Price changes in these investments often affect the company’s reported net worth rather than immediate profit or loss, so they can make a firm’s balance sheet look stronger or weaker without changing current earnings — like items stored on a shelf whose sticker price changes but don’t yet show up on this month’s bill.
stock-based compensation financial
"Stock-based compensation expense recognized in each category of the Consolidated Statements of Operations"
Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.
non-GAAP financial measures financial
"we believe the following non-GAAP financial measures are useful in evaluating our operating performance"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
veterinary invoice expense financial
"Veterinary invoice expense includes our costs to review and pay veterinary invoices"
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number: 001-36537
TRUPANION, INC.
(Exact name of registrant as specified in its charter)
Delaware83-0480694
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
6100 4th Avenue S, Suite 200
Seattle, Washington98108
(855) 727 - 9079
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, $0.00001 par value per shareTRUPThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
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 Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo
As of April 23, 2026, there were approximately 43,620,472 shares of the registrant’s common stock outstanding.



TRUPANION, INC.
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1.
Financial Statements (unaudited)
1
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
18
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
35
Item 4.
Controls and Procedures
35
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings
36
Item 1A.
Risk Factors
36
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
36
Item 3.
Defaults Upon Senior Securities
36
Item 4.
Mine Safety Disclosures
36
Item 5.
Other Information
36
Item 6.
Exhibits
37
Signatures
38



Note About Forward-Looking Statements
This Quarterly Report on Form 10-Q of Trupanion, Inc. contains forward-looking statements within the meaning of the federal securities laws. The words “believe,” “may,” “will,” “potentially,” “estimate,” “target,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan” and “expect,” and similar expressions that convey uncertainty of future events or outcomes, are intended to identify forward-looking statements.
These and other forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, without limitation, those discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on February 13, 2026, in particular the risk factors discussed under the heading "Risk Factors" in Part I, Item 1A. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely on forward-looking statements as predictions of future events. We undertake no obligation to update publicly any forward-looking statements for any reason, except as required by law.

Unless otherwise stated or the context otherwise indicates, references to “we,” “us,” “our” and similar references refer to Trupanion, Inc. and its subsidiaries taken as a whole.






PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TRUPANION, INC.
Condensed Consolidated Statements of Operations
(in thousands, except share data)
(unaudited)
Three Months Ended March 31,
20262025
Revenue$384,049 $341,975 
Cost of revenue:
Veterinary invoice expense(1)
281,436 247,450 
Other cost of revenue(1)
41,124 43,422 
Total cost of revenue322,560 290,872 
Operating expenses:
Technology and development(1)
11,294 8,072 
General and administrative(1)
19,102 19,892 
New pet acquisition expense(1)
22,611 20,516 
Depreciation and amortization3,706 3,791 
Total operating expenses56,713 52,271 
Loss from investment in joint venture (305)
Operating income (loss)4,776 (1,473)
Interest expense1,875 3,211 
Other (income), net(3,055)(3,240)
Income (loss) before income taxes5,956 (1,444)
Income tax expense1,076 39 
Net income (loss)$4,880 $(1,483)
Net income (loss) per share:
Basic$0.11 $(0.03)
Diluted$0.11 $(0.03)
Weighted average shares of common stock outstanding:
Basic43,505,604 42,775,955 
Diluted43,681,740 42,775,955 
(1)Includes stock-based compensation expense as follows:
Veterinary invoice expense$560 $770 
Other cost of revenue569 489 
Technology and development1,507 1,151 
General and administrative4,893 4,528 
New pet acquisition expense1,471 2,892 

See accompanying notes to the condensed consolidated financial statements.
1


TRUPANION, INC.
Condensed Consolidated Statements of Comprehensive Income
(in thousands)
(unaudited)
Three Months Ended March 31,
20262025
Net income (loss)$4,880 $(1,483)
Other comprehensive income (loss):
Foreign currency translation adjustments(1,277)1,352 
Net unrealized gain (loss) on available-for-sale investments(1,513)545 
Other comprehensive income (loss), net of taxes(2,790)1,897 
Comprehensive income$2,090 $414 

See accompanying notes to the condensed consolidated financial statements.
2


TRUPANION, INC.
Condensed Consolidated Balance Sheets
(in thousands, except share data)
March 31, 2026December 31, 2025
Assets(unaudited)
Current assets:
Cash and cash equivalents$153,456 $138,024 
Short-term investments230,205 232,706 
Accounts and other receivables, net of allowance for credit losses of $2,419 at March 31, 2026 and $1,311 at December 31, 2025
304,796 301,945 
Prepaid expenses and other assets16,709 18,387 
Total current assets705,166 691,062 
Restricted cash29,416 33,434 
Long-term investments986 983 
Property, equipment, and internal-use software, net102,612 104,844 
Intangible assets, net23,684 24,102 
Other long-term assets21,095 21,237 
Goodwill38,621 39,382 
Total assets$921,580 $915,044 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$12,828 $16,445 
Accrued liabilities and other current liabilities42,329 56,509 
Reserve for veterinary invoices56,701 55,921 
Deferred revenue286,508 270,935 
Long-term debt - current portion10,000 10,000 
Total current liabilities408,366 409,810 
Long-term debt99,346 101,784 
Deferred tax liabilities955 1,510 
Other liabilities18,091 18,004 
Total liabilities526,758 531,108 
Stockholders’ equity:
Common stock: $0.00001 par value per share, 100,000,000 shares authorized; 44,648,800 and 43,620,614 issued and outstanding at March 31, 2026; 44,430,267 and 43,402,081 shares issued and outstanding at December 31, 2025
  
Preferred stock: $0.00001 par value per share, 10,000,000 shares authorized; no shares issued and outstanding
  
Additional paid-in capital613,624 604,828 
Accumulated other comprehensive income (loss)(693)2,097 
Accumulated deficit(201,575)(206,455)
Treasury stock, at cost: 1,028,186 shares at March 31, 2026 and December 31, 2025
(16,534)(16,534)
Total stockholders’ equity 394,822 383,936 
Total liabilities and stockholders’ equity$921,580 $915,044 

See accompanying notes to the condensed consolidated financial statements.
3



Trupanion, Inc.
Condensed Consolidated Statements of Stockholders' Equity
(in thousands, except share amounts)
(unaudited)
Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive Income (Loss)Accumulated DeficitTreasury StockTotal Stockholders' Equity
SharesAmount
Balance at January 1, 202643,402,081 $ $604,828 $2,097 $(206,455)$(16,534)$383,936 
Issuance of common stock in connection with the Company's equity award programs, net of tax withholdings218,533 — (236)— — — (236)
Stock-based compensation expense— — 9,032 — — — 9,032 
Other comprehensive loss— — — (2,790)— — (2,790)
Net income— — — — 4,880 — 4,880 
Balance at March 31, 202643,620,614 $ $613,624 $(693)$(201,575)$(16,534)$394,822 
Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossAccumulated DeficitTreasury StockTotal Stockholders' Equity
SharesAmount
Balance at January 1, 202542,488,445 $ $568,302 $(2,612)$(225,888)$(16,534)$323,268 
Issuance of common stock in connection with the Company's equity award programs, net of tax withholdings287,510 — 112 — — — 112 
Stock-based compensation expense— — 9,879 — — — 9,879 
Other comprehensive income— — — 1,897 — — 1,897 
Net loss— — — — (1,483)— (1,483)
Balance at March 31, 202542,775,955 $ $578,293 $(715)$(227,371)$(16,534)$333,673 

See accompanying notes to the condensed consolidated financial statements.



4



TRUPANION, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Three Months Ended March 31,
20262025
Operating activities
Net income (loss)$4,880 $(1,483)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization3,706 3,791 
Stock-based compensation expense9,000 9,830 
Other, net(213)349 
Changes in operating assets and liabilities:
Accounts and other receivables(3,035)(15,965)
Prepaid expenses and other assets1,954 (204)
Accounts payable, accrued liabilities, and other liabilities(18,326)1,527 
Reserve for veterinary invoices842 2,407 
Deferred revenue15,786 15,712 
Net cash provided by operating activities14,594 15,964 
Investing activities
Purchases of investment securities(47,883)(40,875)
Maturities and sales of investment securities48,878 33,242 
Purchases of property, equipment, and internal-use software(847)(1,928)
Other(35)588 
Net cash provided by (used in) investing activities113 (8,973)
Financing activities
Repayment of debt financing(2,500)(338)
Proceeds from exercise of stock options260 1,024 
Shares withheld to satisfy tax withholding(496)(915)
Other (230)
Net cash used in financing activities(2,736)(459)
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash, net(557)(52)
Net change in cash, cash equivalents, and restricted cash11,414 6,480 
Cash, cash equivalents, and restricted cash at beginning of period171,458 199,530 
Cash, cash equivalents, and restricted cash at end of period$182,872 $206,010 
Supplemental disclosures
Noncash investing and financing activities:
Purchases of property, equipment, and internal-use software included in accounts payable and accrued liabilities$340 $803 
See accompanying notes to the condensed consolidated financial statements.
5


TRUPANION, INC.
Notes to the Condensed Consolidated Financial Statements (unaudited)
1. Nature of Operations and Significant Accounting Policies
Description of Business and Basis of Presentation
Trupanion, Inc. (collectively with its wholly-owned subsidiaries, the "Company") provides medical insurance for cats and dogs in the United States, Canada, and certain countries in Continental Europe. Through its data-driven, vertically-integrated approach, the Company develops and offers high-value medical insurance products, priced to take into account each pet's unique characteristics and coverage level.
The financial data as of December 31, 2025 was derived from the Company's audited consolidated financial statements. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and, in management's opinion, have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company's financial position, results of operations, comprehensive income, stockholders' equity and cash flows for the interim periods. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission ("SEC") on February 13, 2026 (the "2025 10-K"). The Company's accounting policies are described in Note 1 to the audited financial statements included in the 2025 10-K. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full fiscal year or any other interim period.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from such estimates. See Note 1 to the audited financial statements included in the 2025 10-K for additional discussion of these estimates and assumptions.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, which requires public business entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of this ASU on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, which modernizes the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles-Goodwill and Other-Internal-Use Software. The ASU is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of adopting ASU 2025-06.
2. Net Income (Loss) per Share
Basic net income (loss) per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is calculated using the weighted average number of shares of common stock plus, when dilutive, potential shares of common stock outstanding using the treasury-stock method. Potential shares of common stock outstanding include stock options, and unvested restricted stock units.
The components of basic and diluted earnings per share were as follows (in thousands, except share and per share information):
6


Three Months Ended March 31,
20262025
Basic earnings per share:
Net income (loss)$4,880 $(1,483)
Shares used in computation:
Weighted average shares of common stock outstanding43,505,604 42,775,955 
Basic earnings per share$0.11 $(0.03)
Diluted earnings per share:
Net income (loss)$4,880 $(1,483)
Shares used in computation:
Weighted average shares of common stock outstanding43,505,604 42,775,955 
Stock options77,240  
Restricted stock units98,896  
Weighted average number of shares43,681,740 42,775,955 
Diluted earnings per share$0.11 $(0.03)
The following potentially dilutive equity securities were not included in the diluted earnings per share of common stock calculation because they would have had an antidilutive effect:
 Three Months Ended March 31,
 20262025
Stock options 267,452 
Restricted stock units682,623 1,472,290 
3. Investments
Available-for sale securities are classified as short-term versus long-term investments based on whether they represent the investment of funds available for current operations. Currently, all available-for-sale securities are considered short-term in nature. Held-to-maturity securities are classified as short-term versus long-term investments based on their maturity dates. The amortized cost, gross unrealized holding gains and losses, and estimated fair value of long-term and short-term investments by major security type and class of security were as follows as of March 31, 2026 and December 31, 2025 (in thousands):
7


Amortized
Cost
Gross
Unrealized
Holding
Gains
Gross
Unrealized
Holding
Losses
Fair
Value
As of March 31, 2026
Long-term investments:
Held-to-maturity investments
U.S. treasury securities$986 $ $ $986 
$986 $ $ $986 
Short-term investments:
Available-for-sale investments
U.S. treasury securities$98,342 $77 $(367)$98,052 
Mortgage-backed securities and collateralized mortgage obligations25,279 98 (46)25,331 
Other asset-backed securities26,221 88 (27)26,282 
Corporate bonds52,055 191 (150)52,096 
$201,897 $454 $(590)$201,761 
Held-to-maturity investments
U.S. treasury securities$9,779 $1 $(4)$9,776 
Foreign treasury securities18,140  (16)18,124 
Certificates of deposit525   525 
$28,444 $1 $(20)$28,425 
Amortized
Cost
Gross
Unrealized
Holding
Gains
Gross
Unrealized
Holding
Losses
Fair
Value
As of December 31, 2025
Long-term investments:
Held-to-maturity investments
U.S. treasury securities$983 $5 $ $988 
$983 $5 $ $988 
Short-term investments:
Available-for-sale investments
U.S. treasury securities$103,643 $523 $(8)$104,158 
Mortgage-backed securities and collateralized mortgage obligations24,501 201 (15)24,687 
Other asset-backed securities23,685 152  23,837 
Corporate bonds47,311 527 (3)47,835 
$199,140 $1,403 $(26)$200,517 
Held-to-maturity investments
U.S. treasury securities$9,757 $10 $ $9,767 
Foreign treasury securities18,263   18,263 
Certificates of deposit4,169   4,169 
$32,189 $10 $ $32,199 
8


Future maturities of investments classified as available-for-sale and held-to-maturity are as follows (in thousands):
 As of March 31, 2026
 Amortized
Cost
Fair
Value
Available-for-sale:
Due under one year$5 $5 
Due after one year through five years150,392 150,143 
Due after five years through ten years— — 
Due after ten years— — 
$150,397 $150,148 
Available-for-sale collateralized:
Due under one year$9,785 $9,823 
Due after one year through five years31,495 31,584 
Due after five years through ten years10,003 9,981 
Due after ten years217 225 
$51,500 $51,613 
Held-to-maturity:
Due under one year$28,444 $28,425 
Due after one year through five years986 986 
$29,430 $29,411 

The following tables present the gross unrealized losses and related fair values for the Company's investment in available-for-sale securities, grouped by duration of time in a continuous unrealized loss position as of March 31, 2026 and December 31, 2025 (in thousands):
Less than 12 Months12 Months or MoreTotal
Fair ValueGross Unrealized LossFair ValueGross Unrealized LossFair ValueGross Unrealized Loss
As of March 31, 2026
U.S. treasury securities$72,873 $(367)$ $ $72,873 $(367)
Mortgage-backed securities and collateralized mortgage obligations10,432 (29)877 (17)11,309 (46)
Other asset-backed securities6,778 (27)  6,778 (27)
Corporate bonds22,150 (150)  22,150 (150)
Total$112,233 $(573)$877 $(17)$113,110 $(590)
Less than 12 Months12 Months or MoreTotal
Fair ValueGross Unrealized LossFair ValueGross Unrealized LossFair ValueGross Unrealized Loss
As of December 31, 2025
U.S. treasury securities$5,139 $(8)$ $ $5,139 $(8)
Mortgage-backed securities and collateralized mortgage obligations2,893 (3)967 (12)3,860 (15)
Other asset-backed securities      
Corporate bonds2,700 (3)  2,700 (3)
Total$10,732 $(14)$967 $(12)$11,699 $(26)
9


As of March 31, 2026, 70 of the securities held were in an unrealized loss position. Unrealized losses on available-for-sale investments relate to interest rate changes. The Company does not expect material credit losses from its available-for-sale investments, considering the composition of the investment portfolio and the credit rating of these investments. The Company determined it is not likely to, and does not intend to, sell securities currently in a loss position prior to a potential recovery of their cost basis. The Company does not expect material credit losses from its held-to-maturity investments, considering the composition of the investment portfolio and the credit loss history of these investments.
Proceeds from the sales of fixed maturity investments classified as available-for-sale were $39.3 million and $29.6 million during the three months ended March 31, 2026 and 2025, respectively.
4. Fair Value
Fair Value Disclosures
The following table summarizes, by major security type, the Company's assets that are measured at fair value on a recurring basis, and placement within the fair value hierarchy (in thousands):
As of March 31, 2026
Fair ValueLevel 1Level 2Level 3
Assets
Money market funds$51,524 $51,524 $ $ 
Fixed maturities:
Mortgage-backed securities and collateralized mortgage obligations25,331  25,331  
Other asset-backed securities26,282  26,282  
Corporate bonds52,096  52,096  
U.S. treasury securities98,052  98,052  
Total$253,285 $51,524 $201,761 $ 
As of December 31, 2025
Fair ValueLevel 1Level 2Level 3
Assets
Money market funds$46,818 $46,818 $ $ 
Fixed maturities:
Mortgage-backed securities and collateralized mortgage obligations24,687  24,687  
Other asset-backed securities23,837  23,837  
Corporate bonds47,835  47,835  
U.S. treasury securities104,158  104,158  
Total$247,335 $46,818 $200,517 $ 

The Company measures the fair value of money market funds, classified as Level 1, based on quoted prices in active markets for identical assets. The fair values of the Company's fixed maturity investments classified as Level 2 are based on either recent trades in inactive markets or quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. Held-to-maturity investments are carried at amortized cost and the fair value and changes in unrealized gains and losses are disclosed in Note 3, Investments. The fair value of these investments is determined in the same manner as available-for-sale securities and are considered either a Level 1 or Level 2 measurement.
The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers between levels for the three months ended March 31, 2026 and the year ended December 31, 2025.
Fair Value Disclosures - Other Assets and Liabilities
The Company's other long-term assets balance also included notes receivable of $2.4 million and $2.5 million as of March 31, 2026 and December 31, 2025, respectively, recorded at their estimated collectible amount. The Company estimates that the carrying value of the notes receivable approximates the fair value. The estimated fair value represents a Level 3 measurement within the fair value hierarchy, and is based on market interest rates and the assessed creditworthiness of the third party.
10


The Company estimates the fair value of long-term debt based upon rates currently available to the Company for debt with similar terms and remaining maturities. This is a Level 3 measurement. Based upon the terms of the debt, the carrying amount of long-term debt approximated fair value at March 31, 2026.
5. Commitments and Contingencies
Legal Proceedings
From time to time the Company is or may become subject to various legal proceedings arising in the ordinary course of business, including proceedings involving members, other entities or regulatory bodies. Estimated liabilities are recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. At this time, the Company does not believe any such matters to be material individually or in the aggregate. These views are subject to change following the outcome of future events or the results of future developments.
6. Reserve for Veterinary Invoices
The reserve for veterinary invoices is an estimate of the future amount the Company will pay for insurance claims that have not been paid prior to the reporting date. The reserve also includes the Company's estimate of related internal processing costs. The reserve estimate involves actuarial projections and is based on management's assessment of facts and circumstances currently known, and assumptions about anticipated claims development patterns. The Company uses generally accepted actuarial methodologies, such as paid loss development methods, in estimating the amount of the reserve for veterinary invoices. The reserve is made for each of the Company's segments, subscription and other business, and is continually refined as the Company receives and pays veterinary invoices. Changes in management's assumptions and estimates may have a relatively large impact on the reserve and associated expense.
Reserve for veterinary invoices
Summarized below are the changes in total liability for the Company's subscription business segment (in thousands):
 Three Months Ended March 31,
Subscription20262025
Reserve at beginning of year$26,364 $23,084 
Veterinary invoices during the period related to:
Current year188,274 166,452 
Prior years3,140 1,729 
Total veterinary invoice expense191,414 168,181 
Amounts paid during the period related to:
Current year168,898 146,976 
Prior years19,865 17,870 
Total paid188,763 164,846 
Non-cash expenses577 832 
Reserve at end of period$28,438 $25,587 

The Company had unfavorable development on veterinary invoice reserves of $3.1 million for the three months ended March 31, 2026, including unfavorable development of $0.1 million attributable to accident year 2025 and unfavorable development of $3.0 million attributable to accident year 2024 and prior. The unfavorable development for accident year 2024 and prior was primarily driven by higher than expected frequency of claims. Non-cash expenses are primarily comprised of stock-based compensation for employees performing claims processing related duties.
11


Summarized below are the changes in total liability for the Company's other business segment (in thousands):
 Three Months Ended March 31,
Other Business20262025
Reserve at beginning of year$29,557 $28,551 
Veterinary invoices during the period related to:
Current year86,276 83,822 
Prior years3,746 (4,553)
Total veterinary invoice expense90,022 79,269 
Amounts paid during the period related to:
Current year64,692 61,307 
Prior years26,624 18,058 
Total paid91,316 79,365 
Non-cash expenses  
Reserve at end of period$28,263 $28,455 

The Company had unfavorable development on veterinary invoice reserves for the other business segment of $3.7 million for the three months ended March 31, 2026, including unfavorable development on veterinary invoice reserves of $2.9 million attributable to accident year 2025 and unfavorable development of $0.8 million attributable to accident year 2024 and prior. The unfavorable development for accident year 2025 and prior was primarily driven by higher than expected frequency of claims.
Reserve for veterinary invoices, by year of occurrence
In the following tables, the reserve for veterinary invoices for each segment is presented as the amount (in thousands) by the year to which the veterinary invoice relates, referred to as the year of occurrence.
SubscriptionAs of March 31, 2026
Year of Occurrence
2024 and prior$2,962 
20256,678 
202618,798 
$28,438 

Other Business As of March 31, 2026
Year of Occurrence
2024 and prior $1,729 
20254,950 
202621,584 
$28,263 
7. Debt
Prior Credit Facility
On March 25, 2022, the Company entered into a credit agreement with Piper Sandler Finance, LLC, acting as the administrative agent, that provided the Company with $150.0 million in credit (the "Prior Credit Facility"). The Prior Credit Facility obligated the Company to repay 0.25% of any then-outstanding Term Loans, together with accrued and unpaid interest, on a quarterly basis. In November 2025, the Company repaid the Prior Credit Facility in full utilizing proceeds from the PNC Facility.
PNC Facility
On November 4, 2025, the Company entered into a credit agreement with PNC Bank, National Association acting as the administrative agent, that provides the Company with $120.0 million in credit (the "PNC Facility") consisting of:
(a) an initial term loan in an aggregate principal amount of $100.0 million ("PNC Initial Term Loan"), which was funded at closing;
12


(b) commitments for revolving loans in an aggregate principal amount at any time outstanding not in excess of $20.0 million (PNC Revolving Loans), of which $15.0 million was drawn and the rest may be drawn at any time prior to maturity.
The PNC Facility is secured by substantially all assets of the Company and its subsidiaries. Proceeds from the PNC Facility were utilized to pay off the Prior Credit Facility. The credit agreement with PNC Bank contains financial and other covenants. As of March 31, 2026, the Company was in compliance with all financial and other covenants.
To the extent not previously paid, the PNC Facility is due and payable on November 4, 2028. The Company will make quarterly principal payments of $2.5 million on the PNC Initial Term Loan. The Company may voluntarily prepay loans or reduce revolving commitments under the PNC Facility at any time without premium or penalty.
Loans under the PNC Facility bear interest at a reference rate plus an applicable margin, which will generally be the SOFR reference rate plus 2.75% per annum. The stated interest rate as of March 31, 2026 was approximately 6.45% for the aggregate outstanding term loans. The Company incurred total debt issuance cost of approximately $0.8 million, which is reported in the Consolidated Balance Sheet as a direct reduction from the carrying amount of the PNC Facility, and is amortized as interest expense over the term of three years.
Future principal payments on outstanding borrowings as of March 31, 2026 are as follows (in thousands):
Year Ending December 31,As of March 31, 2026
2026$7,500 
202710,000 
202892,500 
Total$110,000 


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8. Stock-Based Compensation
Stock-based compensation expense includes restricted stock units granted to employees and other service providers and has been reported in the Company’s Consolidated Statements of Operations depending on the function performed by the employee or other service provider. Stock-based compensation expense recognized in each category of the Consolidated Statements of Operations was as follows (in thousands):
 Three Months Ended March 31,
 20262025
Veterinary invoice expense$560 $770 
Other cost of revenue569 489 
Technology and development1,507 1,151 
General and administrative4,893 4,528 
New pet acquisition expense1,471 2,892 
Total expensed stock-based compensation9,000 9,830 
Capitalized stock-based compensation32 49 
Total stock-based compensation$9,032 $9,879 

Stock Options
The following table presents information regarding stock options granted, exercised, and forfeited for the period presented:
Number of OptionsWeighted Average Exercise Price per ShareAggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2025197,232 $16.20 $4,175 
Granted  — 
Exercised(27,233)9.53 690 
Forfeited(1,476)9.36 — 
Outstanding as of March 31, 2026168,523 17.34 1,394 
Exercisable as of March 31, 2026168,523 $17.34 $1,394 

As of March 31, 2026, stock options outstanding and stock options exercisable had a weighted average remaining contractual life of 1.0 year.
The Company has not granted any new stock options since 2017 and all outstanding options vested prior to January 1, 2022. The Company issues authorized shares upon the exercise of stock options.
Restricted Stock Units
The following table presents information regarding restricted stock units granted, vested and forfeited for the period presented:
Number of 
Shares
Weighted Average
Grant Date Fair Value per Share
Unvested shares as of December 31, 20251,014,774 $40.32 
Granted761,415 28.73 
Vested(210,356)42.00 
Forfeited(18,305)41.29 
Unvested shares as of March 31, 20261,547,528 $34.37 

Stock-based compensation expenses of $49.9 million related to unvested restricted stock units are expected to be recognized over a weighted average period of approximately 2.0 years.

14


9. Stockholders' Equity
Common Stock and Preferred Stock
As of March 31, 2026, the Company had 100,000,000 shares of common stock authorized and 43,620,614 shares of common stock outstanding. Holders of common stock are entitled to one vote on each matter properly submitted to the stockholders of the Company except those related to matters concerning possible outstanding preferred stock. At March 31, 2026, the Company had 10,000,000 shares of undesignated preferred stock authorized for future issuance and did not have any outstanding shares of preferred stock. The holders of common stock are also entitled to receive dividends as and when declared by the board of directors of the Company (the Board), whenever funds are legally available. These rights are subordinate to the dividend rights of holders of any senior classes of stock outstanding at the time. The Company does not intend to declare or pay any cash dividends in the foreseeable future.
Share Repurchase Program
In April 2021, the Board approved a share repurchase program, pursuant to which the Company may, between May 2021 and May 2026, repurchase outstanding shares of the Company's common stock. The Company repurchased no shares during the three months ended March 31, 2026 and 2025, respectively.
10. Accumulated Comprehensive Income (Loss)
A summary of the components of Accumulated other comprehensive income (loss) is as follows (in thousands):
Three months ended March 31, 2026Foreign Currency TranslationNet Unrealized Gain (Loss) on Available-for-Sale SecuritiesTotal
Balance as of January 1, 2026$720 $1,377 $2,097 
Other comprehensive income(1,277)(1,513)(2,790)
Balance as of March 31, 2026$(557)$(136)$(693)
Three months ended March 31, 2025Foreign Currency TranslationNet Unrealized Gain on Available-for-Sale SecuritiesTotal
Balance as of January 1, 2025$(3,113)$501 $(2,612)
Other comprehensive income1,352 545 1,897 
Balance as of March 31, 2025$(1,761)$1,046 $(715)

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11. Segments
The Company has two reporting segments: subscription business and other business. The subscription business segment generates revenue primarily from subscription payments related to the Company's direct-to-consumer products. The other business segment generates revenue from other product offerings, primarily by underwriting policies on behalf of third parties with whom the Company has a business-to-business relationship. The other business segment has, and targets, a lower margin profile than the Company's subscription business segment. The Company does not undertake marketing efforts for these policies and has a business-to-business relationship with these third-parties.
The Company's chief operating decision maker is its Chief Executive Officer. The chief operating decision maker reviews revenue and operating income (loss) to evaluate segment performance. Revenue, veterinary invoice expense, other cost of revenue, and new pet acquisition expenses are generally directly attributed to each segment. Other operating expenses, such as technology and development expense, general and administrative expense, and depreciation and amortization, are generally allocated proportionately based on revenue in each segment. Interest and other expenses and income taxes are not allocated to the segments, nor included in the measure of segment profit or loss. The Company does not analyze discrete segment balance sheet information related to long-term assets. Substantially all of the Company’s long-lived assets were located in the United States as of March 31, 2026 and December 31, 2025.
Operating income (loss) of the Company’s segments was as follows (in thousands):
Three Months Ended March 31,
20262025
Subscription business:
Revenue$269,454 $233,064 
Veterinary invoice expense191,414 168,181 
Other cost of revenue25,038 21,664 
Technology and development 7,924 5,501 
General and administrative 13,402 13,557 
New pet acquisition expense22,583 20,512 
Depreciation and amortization2,600 2,584 
Subscription business operating income6,493 1,065 
Other business:
Revenue114,595 108,911 
Veterinary invoice expense90,022 79,269 
Other cost of revenue16,086 21,758 
Technology and development3,370 2,571 
General and administrative 5,700 6,335 
New pet acquisition expense28 4 
Depreciation and amortization1,106 1,207 
Other business operating loss(1,717)(2,233)
Loss from investment in joint venture (305)
Operating income (loss)4,776 (1,473)
Interest expense1,875 3,211 
Other (income), net(3,055)(3,240)
Income (loss) before income taxes$5,956 $(1,444)

16


The following table presents the Company’s revenue by geographic region of the member (in thousands):
 Three Months Ended March 31,
 20262025
United States$318,178 $285,824 
Canada and other65,871 56,150 
Total revenue$384,049 $341,975 


12. Income Taxes
The effective tax rate for the quarter ended March 31, 2026 was 18.1% compared to (2.7)% for the quarter ended March 31, 2025, primarily due to the transfer of our Canadian insurance business to GPIC, resulting in an increase in taxable income in Canada.
17


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
We provide medical insurance for cats and dogs in the United States, Canada, and certain countries in Continental Europe. Through our data-driven, vertically-integrated approach, we develop and offer high-value medical insurance products, priced to take into account each pet’s unique characteristics and coverage level. Our growing and loyal membership base provides us with highly predictable and recurring revenue.
We operate in two reporting segments: subscription business and other business. We generate revenue in our subscription business segment primarily through insurance premiums, which we refer to as subscription payments from direct-to-consumer products. We operate our subscription business segment similar to other subscription-based businesses, with a focus on achieving a target margin prior to our new pet acquisition expense and acquiring as many pets as possible at our targeted average estimated internal rate of return. Within our subscription business, we also provide "Powered by Trupanion" pet insurance product offerings marketed by third parties, low and medium average revenue per pet products marketed under the brand names Furkin and PHI Direct in Canada, and a Trupanion branded product in Germany and Switzerland. We either directly underwrite or assume full insurance risk for these products through reinsurance arrangements. We provide a full suite of services and support for these products and they are designed to align with the target margin profile of our subscription business segment. Within this segment, we also offer products in certain countries in Continental Europe, which are currently underwritten by third parties who pay us commissions that we recognize as revenue.
We generate leads for our subscription business segment from a diverse set of member acquisition channels, which we then seek to convert into members through our contact center, website and other direct-to-consumer activities. These channels include referrals from third-parties such as veterinarians and existing members. Veterinary hospitals represent our largest referral source. Our “Territory Partners” create relationships with veterinary hospital teams through face-to-face visits. Territory Partners are dedicated to cultivating direct veterinary relationships and helping those veterinarians understand the benefits of high-quality medical insurance. Veterinarians then educate pet parents, who visit our website or call our contact center to learn more about, and potentially enroll in, a Trupanion product. We also receive a significant number of new leads from existing members adding pets and referring their friends and family members. Our direct-to-consumer acquisition channels serve as important resources for pet parent education and drive new member leads and conversion. We monitor average pet acquisition cost to evaluate the efficiency in acquiring new members and measure effectiveness based on our targeted return on investment.
Our other business segment generates revenue from other product offerings, primarily by underwriting policies on behalf of third parties with whom we generally have a business-to-business relationship. This business segment has, and targets, a significantly lower margin profile than our subscription business segment and is not part of our core business strategy. The largest source of revenue within this segment is from our long-standing contractual relationship as an underwriter for Pets Best, a third-party insurance provider we have worked with since 2015. We expect that enrollment from Pets Best will continue to decline as it engages other third-party underwriters. Additional products in this segment include the U.S. Department of Veterans Affairs program and employer-sponsored programs, primarily for companies with animal health related operations.
18


Key Operating Metrics
The following table sets forth total enrolled pets in our subscription and our other business segment and key operating metrics for our subscription business for each of the last eight fiscal quarters.
Three Months Ended
Mar. 31, 2026Dec. 31, 2025Sep. 30, 2025Jun. 30, 2025Mar. 31, 2025Dec. 31, 2024Sep. 30, 2024Jun. 30, 2024
Total Business:
Total pets enrolled (at period end)1,637,665 1,647,565 1,654,414 1,660,455 1,667,637 1,677,570 1,688,903 1,699,643 
Subscription Business:
Total subscription pets enrolled (at period end)1,105,783 1,096,173 1,082,412 1,066,354 1,052,845 1,041,212 1,032,042 1,020,934 
Monthly average revenue per pet$85.79 $83.56 $82.01 $79.93 $77.53 $76.02 $74.27 $71.72 
Average pet acquisition cost (PAC)$315 $320 $290 $276 $267 $261 $243 $231 
Average monthly retention98.35 %98.34 %98.33 %98.29 %98.28 %98.25 %98.29 %98.34 %



Total pets enrolled and total subscription pets enrolled include certain pet enrollments in European markets, where policies are currently underwritten by third parties and Trupanion is acting as an insurance broker. Per pet metrics, however, exclude these European policies, as their revenue is currently earned from commissions, as opposed to the subscription payments earned by the remainder of our subscription business.
Total pets enrolled. Total pets enrolled reflects the number of pets enrolled in one of the insurance products offered in our subscription business segment or our other business segment at the end of each period presented. We monitor total pets enrolled because it provides an indication of the growth of our consolidated business.
Total subscription pets enrolled. Total subscription pets enrolled reflects the number of pets enrolled in one of the insurance products offered in our subscription business segment at the end of each period presented. We monitor total subscription pets enrolled because it provides an indication of the growth of our subscription business. Because our subscription business has a significantly higher margin profile than our other business, changes in the rate of growth of our subscription pet enrollment tend to have a greater impact on our consolidated performance.
Monthly average revenue per pet. Monthly average revenue per pet is calculated as amounts billed in a given period for subscriptions divided by the total number of subscription pet months in the period. Total subscription pet months in a period represents the sum of all subscription pets enrolled for each month during the period. We monitor monthly average revenue per pet because it is an indicator of the per pet unit economics of our subscription business.
Average pet acquisition cost. Average pet acquisition cost ("PAC") is calculated as net acquisition cost divided by the total number of new subscription pets enrolled in that period. Net acquisition cost, a non-GAAP financial measure, is calculated in a reporting period as new pet acquisition expense, excluding stock-based compensation expense, other business segment expense, offset by sign-up fee revenue. We exclude stock-based compensation expense because the amount varies from period to period based on number of awards issued and market-based valuation inputs. We offset sign-up fee revenue because it is a one-time charge to some new members collected at the time of enrollment used to partially offset initial setup costs, which are included in new pet acquisition expenses. We exclude other business segment pet acquisition expense because that does not relate to subscription enrollments. We monitor average pet acquisition cost to evaluate the efficiency in acquiring new members and measure effectiveness based on our targeted return on investment.
Average monthly retention. Average monthly retention is measured as the monthly retention rate of enrolled subscription pets for each applicable period averaged over the 12 months prior to the period end date. As such, our average monthly retention rate as of March 31, 2026 is an average of each month’s retention from April 1, 2025 through March 31, 2026. We calculate monthly retention as the number of pets that remain after subtracting all pets that cancel during a month, including pets that enroll and cancel within that month, divided by the total pets enrolled at the beginning of that month. We monitor average monthly retention because it provides a measure of member satisfaction and allows us to calculate the implied average subscriber life in months.
19


Non-GAAP Financial Measures
In addition to our results determined in accordance with U.S. GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP financial measures, when taken collectively, may be helpful to investors in providing consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for, the directly comparable financial measures prepared in accordance with GAAP.
We calculate these non-GAAP financial measures by excluding certain non-cash or non-recurring expenses. We exclude non-recurring transactions and restructuring expenses as they are not indicative of our operating performance. We exclude stock-based compensation as it is non-cash in nature. Although stock-based compensation expenses are expected to remain recurring expenses for the foreseeable future, we believe excluding them allows investors to make meaningful comparisons between our recurring core business operating results and those of other companies. We define non-GAAP development expenses as operating expenses incurred to develop new products and offerings that are pre-revenue. We define non-GAAP fixed expenses as the total of technology and development expense and general and administrative expense, less stock-based compensation expense, non-recurring transaction and restructuring expense, and development expenses related to exploring and developing new products and offerings that generally are in the pre-revenue stage or not at scale.
20


The following table presents the reconciliation of our non-GAAP financial measures from corresponding GAAP measures for each of the last eight fiscal quarters (in thousands):
Three Months Ended
Mar. 31, 2026Dec. 31, 2025Sep. 30, 2025Jun. 30, 2025Mar. 31, 2025Dec. 31, 2024Sep. 30, 2024Jun. 30, 2024
Veterinary invoice expense$281,436 $262,818 $263,127 $255,580 $247,450 $245,663 $238,814 $231,102 
Less:
Stock-based compensation expense(1)
(552)(614)(666)(758)(763)(800)(830)(843)
Other business cost of paying veterinary invoices(2)
(90,022)(81,452)(85,394)(82,706)(79,269)(85,378)(82,507)(75,622)
Subscription cost of paying veterinary invoices (non-GAAP)$190,862 $180,752 $177,067 $172,116 $167,418 $159,485 $155,477 $154,637 
% of subscription revenue70.8 %69.1 %70.1 %71.1 %71.8 %70.0 %71.0 %74.1 %
Other cost of revenue$41,124 $49,008 $43,739 $43,150 $43,422 $38,721 $39,263 $43,429 
Less:
Stock-based compensation expense(1)
(564)(600)(579)(601)(482)(476)(536)(523)
Other business variable expenses(2)
(16,083)(25,589)(20,702)(20,531)(21,736)(17,336)(18,126)(23,091)
Subscription variable expenses (non-GAAP)$24,477 $22,819 $22,458 $22,018 $21,204 $20,909 $20,601 $19,815 
% of subscription revenue9.1 %8.7 %8.9 %9.1 %9.1 %9.2 %9.4 %9.5 %
Technology and development expense$11,294 $11,303 $9,887 $8,586 $8,072 $8,172 $7,933 $8,190 
General and administrative expense19,102 18,323 18,311 20,122 19,892 16,828 16,977 15,253 
Less:
Stock-based compensation expense(1)
(6,274)(6,617)(6,551)(6,393)(5,396)(5,277)(5,258)(4,949)
Development expenses(3)
(1,701)(1,798)(1,199)(946)(1,406)(1,322)(1,474)(1,655)
Fixed expenses (non-GAAP)$22,421 $21,211 $20,448 $21,369 $21,162 $18,401 $18,178 $16,839 
% of total revenue5.8 %5.6 %5.6 %6.0 %6.2 %5.5 %5.6 %5.3 %
New pet acquisition expense$22,611 $23,103 $21,946 $19,843 $20,516 $18,354 $18,308 $17,874 
Less:
Stock-based compensation expense(1)
(1,425)(1,530)(1,527)(1,516)(2,873)(1,482)(1,503)(2,066)
Other business pet acquisition expense(2)
(26)(8)(5)(74)(3)(8)(8)(10)
Subscription acquisition cost (non-GAAP)$21,160 $21,565 $20,414 $18,253 $17,640 $16,864 $16,797 $15,798 
% of subscription revenue7.9 %8.2 %8.1 %7.5 %7.6 %7.4 %7.7 %7.6 %
(1) Trupanion employees may elect to take restricted stock units in lieu of cash payment for their bonuses. We account for such expense as stock-based compensation in accordance with GAAP, but we do not include it in any non-GAAP adjustments. Stock-based compensation associated with bonuses was approximately $0.2 million for the three months ended March 31, 2026.
(2) Excludes the portion of stock-based compensation expense attributable to the other business segment.
(3) Consists of costs related to product exploration and development that are pre-revenue and historically have been insignificant.



21


When determining our PAC, we calculate net acquisition cost for a more comparable metric across periods. Net acquisition cost, a non-GAAP financial measure, is calculated in a reporting period as GAAP new pet acquisition expense, excluding stock-based compensation expense, other business segment expense, and pet acquisition expense for commission-based policies, offset by sign-up fee revenue. We exclude stock-based compensation expense because the amount varies from period to period based on the number of awards issued and market-based valuation inputs. We exclude other business segment pet acquisition expense because it does not relate to subscription enrollments. We exclude pet acquisition expense for commission-based policies because the revenue of these products is earned from commissions from a third-party underwriter, as opposed to the subscription payments earned by the remainder of our subscription business. We offset sign-up fee revenue because it is a one-time charge to some new members collected at the time of enrollment used to partially offset initial setup costs, which are included in new pet acquisition expenses.
The following table reconciles GAAP new pet acquisition expense to non-GAAP net acquisition cost (in thousands) for each of the last eight fiscal quarters:
Three Months Ended
Mar. 31, 2026Dec. 31, 2025Sep. 30, 2025Jun. 30, 2025Mar. 31, 2025Dec. 31, 2024Sep. 30, 2024Jun. 30, 2024
New pet acquisition expense$22,611 $23,103 $21,946 $19,843 $20,516 $18,354 $18,308 $17,874 
Net of sign-up fee revenue(1,075)(1,049)(1,157)(1,061)(1,040)(906)(1,100)(1,036)
Excluding:
Stock-based compensation expense(1,425)(1,530)(1,527)(1,516)(2,873)(1,482)(1,503)(2,066)
Other business pet acquisition expense (26)(8)(5)(74)(3)(8)(8)(10)
Pet acquisition expense for commission-based policies(957)(869)(790)(927)(598)(1,125)(634)(754)
Net acquisition cost$19,128 $19,647 $18,467 $16,265 $16,002 $14,833 $15,063 $14,008 
Components of Operating Results
General
We operate in two reporting segments: subscription business and other business. We generate revenue in our subscription business segment primarily by subscription payments from direct-to-consumer products. We operate our subscription business segment similar to other subscription-based businesses, with a focus on achieving a target margin prior to our pet acquisition expense and acquiring as many pets as possible at our targeted average estimated internal rate of return. Within our subscription business, we also currently provide "Powered by Trupanion" pet insurance product offerings marketed by third parties, low and medium average revenue per pet products marketed under the brand names Furkin and PHI Direct in Canada, and a Trupanion branded product in Germany and Switzerland. We either directly underwrite or assume full insurance risk for these products through reinsurance arrangements. We provide a full suite of services and support for these products and they are designed to align with the target margin profile of our subscription business segment. Within this segment we also offer products in certain countries in Continental Europe, which are currently underwritten by third parties who pay us commissions that we recognize as revenue.
Our other business segment generates revenue from other product offerings, primarily by underwriting policies on behalf of third parties with whom we generally have a business-to-business relationship. This business segment has and targets, a significantly lower margin profile than our subscription business and is not part of our core business strategy. The largest source of revenue within this segment is from our long-standing contractual relationship with Pets Best, a third party insurance provider we have worked with since 2015. Additional products in this segment include the U.S. Department of Veterans Affairs program and employer-sponsored programs, primarily for companies with animal health related operations.
Revenue
We generate revenue in our subscription business segment primarily from subscription payments for our pet medical insurance. Subscription payments are paid at the beginning of each subscription period. In most cases, our members authorize us to directly charge their credit card, debit card or bank account through automatic funds transfer. Subscription revenue is recognized on a pro rata basis over the policy term. Membership may be canceled at any time without penalty, and we issue a refund for the unused portion of the canceled membership. In addition to subscription payments, we generate a small amount of revenue from charging a one-time sign-up fee collected at the time of new enrollment to partially offset initial setup costs. Sign-up fees are related to Trupanion’s obligation to provide insurance coverage and are recognized over the policy term. We also generate a portion of our subscription business segment revenue through commissions earned in certain European markets, where policies are currently underwritten by third parties and Trupanion is acting as an insurance broker.
22


We generate revenue in our other business segment primarily from writing policies on behalf of third parties where we do not undertake direct consumer marketing. This segment also includes revenue from other pet insurance products that have a significantly lower margin profile from our subscription business.
Cost of Revenue
Cost of revenue in each of our segments is comprised of the following:
Veterinary invoice expense
Veterinary invoice expense includes our costs to review and pay veterinary invoices, administer the payments, and provide member services, and other operating expenses directly or indirectly related to this process. We also accrue for veterinary invoices that have been incurred but not yet received and for the estimated internal costs of processing those invoices. This also includes amounts paid by unaffiliated general agents on our behalf, and an estimate of amounts incurred and not yet paid for our other business segment.
Other cost of revenue
Other cost of revenue for the subscription business segment includes direct and indirect member service expenses, Territory Partner commissions per member renewal, payment processing fees and premium tax expenses. Other cost of revenue for the other business segment includes the commissions we pay to unaffiliated general agents, costs to administer the programs in the other business segment and premium taxes on the sales in this segment.
Operating Expenses
Our operating expenses are classified into four categories: technology and development, general and administrative, new pet acquisition expense, and depreciation and amortization. For each category, except depreciation and amortization, the largest component is personnel costs, which include salaries, employee benefit costs, bonuses and stock-based compensation expense.
Technology and development
Technology and development expenses primarily consist of personnel costs and related expenses for our technology staff, which includes information technology development, security, infrastructure support, and third-party services. It also includes expenses associated with development in new geographies and new products and offerings.
General and administrative
General and administrative expenses consist primarily of personnel costs and related expenses for our finance, actuarial, human resources, regulatory, legal and general management functions, as well as facilities and professional services.
New pet acquisition expense
New pet acquisition expenses primarily consist of costs to acquire a pet (including costs associated directly to supporting the first year of a member), personnel costs, costs to educate veterinarians and consumers about the benefits of Trupanion, costs to generate leads and to convert leads into enrolled pets, as well as print, online and promotional advertising costs.
Depreciation and amortization
Depreciation and amortization expenses consist of depreciation of property, equipment, and software developed for internal use, as well as amortization of finite-lived intangible assets.
Gain (loss) from investment in joint venture
Gain (loss) from investment in joint venture consists of the share of income and losses from our equity method investment in a joint venture in Australia, as well as income and expenses associated with administrative services provided to the joint venture. In March 2025, we restructured this relationship from a joint venture to a brand license and services arrangement.
Stock-based compensation
Stock-based compensation is included in the cost and expense line items above. Stock-based compensation will vary depending on corporate performance and terms of the awards under our equity incentive plan. For example, when we have delivered strong performance, stock-based compensation may increase as a result of incentive-based awards under our equity incentive plan.
23


Factors Affecting Our Performance
Average monthly retention. Our performance depends on our ability to continue to retain our existing and newly enrolled pets and is impacted by our ability to provide a best-in-class value and member experience. Our ability to retain enrolled pets depends on a number of factors, including the actual and perceived value of our services and the quality of our member experience, the ease and transparency of the process for reviewing and paying veterinary invoices for our members, the rate of veterinary inflation and of our pricing adjustments, and the competitive environment. In addition, other initiatives across our business may temporarily impact retention and make it difficult for us to improve or maintain this metric. For example, if the number of new pets enrolled increases at a faster rate than our historical experience, our average monthly retention rate could be adversely impacted, as our retention rate is generally lower during the first year of member enrollment.
Investment in pet acquisition. We have made, and may continue to make, significant investments to grow our member base. Our pet acquisition cost and the number of new members we enroll depends on a number of factors, including the amount we have available and we elect to invest in pet acquisition activities in any particular period in the aggregate and by channel, the frequency of existing members adding a pet or referring their friends or family, the effectiveness of our sales execution and marketing initiatives, changes in costs of media, the mix of our pet acquisition expenditures and the competitive environment. Our average pet acquisition cost has in the past significantly varied, and in the future may significantly vary, from period to period based upon specific marketing initiatives and estimated rates of return on pet acquisition spend. We also regularly test new member acquisition channels and marketing initiatives, which may be more expensive than our traditional marketing channels and may increase our average pet acquisition costs. We continually assess our pet acquisition activities by monitoring the estimated return on PAC spend both on a detailed level by acquisition channel and in the aggregate.
Timing of price adjustments. Our subscription business’s cost-plus model depends on our ability to estimate our operating costs and expenses, including veterinary invoice expenses, and to adjust our pricing to achieve our target margins. We regularly reevaluate and adjust the price of our subscriptions, with a goal of achieving our targeted payout ratio, subject to the review and approval of regulators where applicable. This makes it important for us to accurately estimate our costs and to promptly implement pricing adjustments, which generally roll onto our book of insured pets over the succeeding twelve months following any applicable regulatory approval. As a result, we may have timing mismatches during which our pricing does not reflect our current expense profile. In periods of rapid increases in veterinary invoice expenses, including periods of significant inflation, this timing mismatch may have a significant impact on our margin profile.
Timing of initiatives. Over time, we plan to implement new initiatives to improve our member experience, make modifications to our subscription plan, introduce new coverage plans, pursue pet food or other adjacent opportunities, improve our technology, increase the number of veterinary hospitals using our patented direct pay software, and find other ways to maintain a strong value proposition for our members. The implementation of such initiatives could impact our expense profile and result in us incurring expenses that may not always directly coincide with revenue increases, resulting in fluctuations in revenue and profitability in our subscription business segment.
Mix of sales. The relative mix of our business by geography, pet age, species, breed, and other factors impacts the monthly average revenue per pet we receive. For example, prices from our plans could vary depending on the relative cost of veterinary care in different countries or areas or whether the pet is a dog or a cat. As our mix of business between products and geographies changes, our metrics, such as our monthly average revenue per pet, and our exposure to foreign exchange fluctuations will be impacted. We expect our international business, additional product offerings and "Powered by Trupanion" plans to grow and, in turn, we expect these effects to increase.
Other business segment. Our other business segment primarily includes other product offerings that are materially different from those in our subscription business segment. In addition, we expect the growth rate and margin profile of this segment to be significantly different from our subscription business segment. We do not undertake marketing efforts for and are not the primary interface with the customers of the third parties for whom we underwrite other business segment policies. Our relationships in our other business segment are generally subject to termination provisions and are non-exclusive, including our contractual relationship with Pets Best. Accordingly, we have limited influence on the volume of business of this segment. Loss of an entire program via contract termination could result in the associated policies and revenue being lost over a period of 12 to 18 months, which could have a material impact on our results of operations. In some cases, we have structured exclusive relationships, but those relationships have been and may continue to be subject to limitations on the number of enrolled pets as to which we will write policies for the third party. We may enter into additional relationships in this segment in the future, if we believe they will be beneficial, which could impact our operating results.

24


Results of Operations
The following tables set forth our results of operations for the periods presented both in absolute dollars and as a percentage of total revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.
Three Months Ended March 31,
20262025
(in thousands)
Revenue:
Subscription business$269,454 $233,064 
Other business114,595 108,911 
Total revenue384,049 341,975 
Cost of revenue:
Subscription business216,452 189,845 
Other business106,108 101,027 
Total cost of revenue(1)
322,560 290,872 
Operating expenses:
Technology and development(1)
11,294 8,072 
General and administrative(1)
19,102 19,892 
New pet acquisition expense(1)
22,611 20,516 
Depreciation and amortization3,706 3,791 
Total operating expenses56,713 52,271 
Loss from investment in joint venture— (305)
Operating income (loss)4,776 (1,473)
Interest expense1,875 3,211 
Other (income), net(3,055)(3,240)
Income (loss) before income taxes5,956 (1,444)
Income tax expense1,076 39 
Net income (loss)$4,880 $(1,483)
(1) Includes stock-based compensation expense as follows:

Three Months Ended March 31,
20262025
(in thousands)
Veterinary invoice expense(2)
$560 $770 
Other cost of revenue(2)
569 489 
Technology and development1,507 1,151 
General and administrative4,893 4,528 
New pet acquisition expense1,471 2,892 
Total stock-based compensation expense$9,000 $9,830 
(2) Veterinary invoice expense and Other cost of revenue together comprise stock-based compensation expense included within Total cost of revenue.

25


Three Months Ended March 31,
 20262025
 (as a percentage of revenue)
Revenue100 %100 %
Cost of revenue84 85 
Operating expenses:
Technology and development
General and administrative
New pet acquisition expense
Depreciation and amortization
Total operating expenses15 15 
Loss from investment in joint venture— — 
Operating income (loss)— 
Interest expense— 
Other (income), net(1)
Income (loss) before income taxes— 
Income tax expense— — 
Net income (loss)%— %


Stock-based compensation expense:Three Months Ended March 31,
20262025
(as a percentage of revenue)
Veterinary invoice expense(2)
— %— %
Other cost of revenue(2)
— — 
Technology and development— — 
General and administrative
New pet acquisition expense— 
Total stock-based compensation expense%%
Three Months Ended March 31,
 20262025
 (as a percentage of subscription revenue)
Subscription business revenue100 %100 %
Subscription business cost of revenue80 81 

26


Comparison of the Three Months Ended March 31, 2026 and 2025
Revenue
 Three Months Ended March 31,% Change
 20262025
 (in thousands, except percentages, pet and per pet data)
Revenue:
Subscription business$269,454 $233,064 16 %
Other business114,595 108,911 
Total revenue$384,049 $341,975 12 
Percentage of Revenue by Segment:
Subscription business70 %68 %
Other business30 32 
Total revenue100 %100 %
Total pets enrolled (at period end)1,637,665 1,667,637 (2)
Total subscription pets enrolled (at period end)1,105,783 1,052,845 
Monthly average revenue per pet$85.79 $77.53 11 
Average monthly retention98.35 %98.28 %

Three months ended March 31, 2026 compared to three months ended March 31, 2025. Total revenue increased by $42.1 million, or 12%, to $384.0 million for the three months ended March 31, 2026. Revenue from our subscription business segment increased by $36.4 million, or 16%, to $269.5 million for the three months ended March 31, 2026. This increase was primarily due to an 11% increase in monthly average revenue per pet and an increase in subscription pet months (the sum of pets enrolled for each month during a period) for policies underwritten by Trupanion. Our subscription pets enrolled increased by 52,938 pets, or 5%, to 1,105,783 for the three months ended at March 31, 2026, which was consistent with the growth rate of pets enrolled in the prior year period. Revenue from our other business segment increased by $5.7 million, or 5%, to $114.6 million for the three months ended March 31, 2026. This increase was primarily driven by a 22% increase in monthly average revenue per pet in this segment, partially offset by a decrease in pet months primarily reflecting the expected run-off of pets we historically insured for Pets Best.    
                                            

27


Cost of Revenue
 Three Months Ended March 31,% Change
 20262025
 (in thousands, except percentages, pet and per pet data)
Cost of Revenue:
Subscription business:
Veterinary invoice expense$191,414 $168,181 14 %
Other cost of revenue25,038 21,664 16 
Total cost of revenue216,452 189,845 14 
Other business:
Veterinary invoice expense90,022 79,269 14 
Other cost of revenue16,086 21,758 (26)
Total cost of revenue$106,108 $101,027 
Percentage of Revenue by Segment:
Subscription business:
Veterinary invoice expense71 %72 %
Other cost of revenue
Total cost of revenue80 81 
Other business:
Veterinary invoice expense79 73 
Other cost of revenue14 20 
Total cost of revenue93 93 
Total pets enrolled (at period end)1,637,665 1,667,637 (2)
Total subscription pets enrolled (at period end)1,105,783 1,052,845 

Three months ended March 31, 2026 compared to three months ended March 31, 2025. Total cost of revenue for our subscription business segment increased by $26.6 million, or 14%, to $216.5 million, for the three months ended March 31, 2026. This increase was driven by a $23.2 million, or 14%, increase in veterinary invoice expense and a $3.4 million, or 16%, increase in other cost of revenue. The 14% increase in veterinary invoice expense was driven by a 9% increase in veterinary invoice expense per pet and an increase in total subscription pet months for policies underwritten by Trupanion. The 16% increase in other cost of revenue was primarily due to general increases in costs attributable to growth in our membership and subscription revenue. Subscription business total cost of revenue decreased from 81% to 80% of revenue year-over-year primarily due to growth in subscription revenue outpacing growth in subscription veterinary invoice expense.

Total cost of revenue for our other business segment increased by $5.1 million, or 5%, to $106.1 million for the three months ended March 31, 2026. This increase was primarily driven by a $10.8 million, or 14%, increase in veterinary invoice expense, partially offset by a $5.7 million, or 26% decrease in other cost of revenue. The 14% increase in veterinary invoice expense was primarily driven by a 31% increase in veterinary invoice expense per pet, partially offset by a decrease in pet months in this segment primarily reflecting the expected run-off of pets we historically insured for Pets Best. Within our other business segment, fluctuations in other cost of revenue are largely driven by trends in revenue and veterinary invoice expense. Total cost of revenue for the other business segment remained materially consistent at 93% of segment revenue year-over-year.




28


Technology and Development Expenses
Three Months Ended March 31,% Change
20262025
(in thousands, except percentages)
Technology and development$11,294 $8,072 40 %
Percentage of total revenue%%
Three months ended March 31, 2026 compared to three months ended March 31, 2025. Technology and development expenses increased by $3.2 million, or 40%, to $11.3 million for the three months ended March 31, 2026. This increase was primarily due to a $1.7 million increase in general compensation and other employee-related expenses, a $0.8 million reduction in capitalized expenditures related to internally developed software projects, and a $0.6 million increase in new product exploration and development expenses. Technology and development expenses increased from 2% to 3% of total revenue year-over-year.
General and Administrative Expenses
Three Months Ended March 31,% Change
20262025
(in thousands, except percentages)
General and administrative$19,102 $19,892 (4)%
Percentage of total revenue%%

Three months ended March 31, 2026 compared to three months ended March 31, 2025. General and administrative expenses decreased by $0.8 million, or 4%, to $19.1 million for the three months ended March 31, 2026. This decrease was driven by decreases of $1.1 million in professional services and $2.4 million in underwriting fees related to our Canadian business, partially offset by an increase of $1.4 million in general compensation and other employee-related expenses and a $1.3 million increase in other miscellaneous expenses. General and administrative expenses decreased from 6% to 5% of total revenue year-over-year.                        

New Pet Acquisition Expense

Three Months Ended March 31,% Change
20262025
(in thousands, except percentages, pet and per pet data)
New pet acquisition expense$22,611 $20,516 10 %
Percentage of total revenue%%
Subscription Business:
Total subscription pets enrolled (at period end)1,105,783 1,052,845 
Average pet acquisition cost (PAC)$315 $267 18 

Three months ended March 31, 2026 compared to three months ended March 31, 2025. New pet acquisition expenses increased by $2.1 million, or 10%, to $22.6 million for the three months ended March 31, 2026. This increase was primarily driven by increased marketing spend as we have begun deploying more capital to acquire new pets in a disciplined manner. New pet acquisition expense as a percentage of revenue remained constant at 6%.
29



Depreciation and Amortization
Three Months Ended March 31,% Change
20262025
(in thousands, except percentages)
Depreciation and amortization$3,706 $3,791 (2)%
Percentage of total revenue%%
Three months ended March 31, 2026 compared to three months ended March 31, 2025. Depreciation and amortization expense decreased by $0.1 million, or 2%, to $3.7 million for the three months ended March 31, 2026, and remained consistent at 1% of total revenue year-over-year.

Total Other (Income), Net
Three Months Ended March 31,% Change
20262025
(in thousands, except percentages)
Interest expense$1,875 $3,211 (42)%
Other (income), net(3,055)(3,240)(6)
Total other (income), net
$(1,180)$(29)3,969 
Percentage of total revenue— %— %

Three months ended March 31, 2026 compared to three months ended March 31, 2025. Total other (income), net increased by $1.2 million from income of less than $0.1 million to income of $1.2 million for the three months ended March 31, 2026, primarily due to a $1.3 million decrease in interest expense partially offset by lower investment income.
Income Tax Expense
Three months ended March 31, 2026 compared to three months ended March 31, 2025. Income tax expense increased by $1.1 million from a expense of less than $0.1 million to expense of $1.1 million for the three months ended March 31, 2026, primarily due to the transfer of our Canadian insurance business to GPIC, resulting in an increase in taxable income in Canada.
Stock-Based Compensation
Three months ended March 31, 2026 compared to three months ended March 31, 2025. Stock-based compensation is included in the cost and expense line items in the consolidated statements of operations, discussed above. Stock-based compensation expense decreased from $9.8 million to $9.0 million for the three months ended March 31, 2026. The amount of stock-based compensation recognized largely reflects the timing and vesting of our annual performance grants, calculated according to our equity incentive plan.
30


Liquidity and Capital Resources
The following table summarizes our cash flows for the periods indicated (in thousands):

Three Months Ended March 31,
20262025
Net cash provided by operating activities$14,594 $15,964 
Net cash provided by (used in) investing activities113 (8,973)
Net cash used in financing activities(2,736)(459)
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash, net(557)(52)
Net change in cash, cash equivalents, and restricted cash$11,414 $6,480 

Our primary requirements for liquidity are paying veterinary invoices, funding and growing our operations, funding our capital requirements, investing in new member acquisition, investing in enhancements to our member experience, and servicing debt. We have certain contractual obligations in the normal course of business, including obligations and commitments relating to our credit arrangements, non-cancellable vendor purchase agreements, as well as future payments of veterinary invoices. Refer to Note 6, Reserve for Veterinary Invoices, included in Item 1 of Part I of this report, for further details on anticipated cash outflows.
Most recently, our primary source of liquidity has been cash provided by our operations. We believe our operating cash flow is sufficient to fund our operations and capital requirements for the next 12 months. As we continue to grow and consider strategic opportunities, however, we may explore additional financing to fund our operations and growth or for strategic purposes. Financing could include equity, equity-linked, or debt financing. Additional financing may not be available to us on acceptable terms, or at all. If our capital surplus grows relative to the rate of growth of our business, we may also generate cash for operations and growth via dividends or other methods, from one or more of our underwriting entities.
As of March 31, 2026, we had $383.7 million in cash, cash equivalents and short-term investments, of which $324.4 million was held by our insurance entities. Outside of insurance entities, we held $59.3 million in cash, cash equivalents and short-term investments with an additional $5.0 million available under our PNC Facility.
In April 2021, our board of directors approved a share repurchase program, pursuant to which we may, between May 2021 and May 2026, repurchase outstanding shares of our common stock. While our board of directors has approved the program, any repurchase activity is subject to quarterly assessment and board approval, based on various factors including available cash, our stock price relative to our estimated intrinsic value, forecasted operating results, and available opportunities to deploy capital. We repurchased no shares under this program during the three months ended March 31, 2026.
Operating Cash Flows
Net cash provided by operating activities was $14.6 million for the three months ended March 31, 2026, compared to $16.0 million for the three months ended March 31, 2025. This decrease was primarily driven by timing differences in working capital activities partially offset by improved operating results largely driven by higher revenue and improved subscription business margins. Changes in accounts receivable and deferred revenue were primarily related to annual policies with annual payment terms within our other business segment. Changes in our reserve for veterinary invoices are driven by multiple factors, including ongoing analysis of claims frequency and severity. Additionally, changes in our accounts payable, accrued liabilities, and other liabilities are primarily due to differences in timing of payments.
Investing Cash Flows
Net cash provided by investing activities was $0.1 million for the three months ended March 31, 2026, primarily consisting of $48.9 million in sales and maturities of investment securities, partially offset by purchases of investment securities of $47.9 million as well as $0.8 million of capital expenditures primarily related to the development of internal-use software focused on member experience, claims processing and internal policy management improvements. Net cash used in investing activities was $9.0 million for the three months ended March 31, 2025, primarily consisting of purchases of investment securities of $40.9 million as well as $1.9 million of capital expenditures primarily related to the development of internal-use software focused on member experience, claims processing and internal policy management improvements, partially offset by $33.2 million in sales and maturities of investment securities.
Financing Cash Flows
Net cash used in financing activities was $2.7 million for the three months ended March 31, 2026, primarily consisting of $2.5 million in repayments on the PNC Facility. Net cash used in financing activities was $0.5 million for the three months ended March 31, 2025, primarily consisting of $0.3 million in repayments on the Prior Credit Facility, as well as $0.9 million in shares withheld to satisfy tax withholding, partially offset by $1.0 million in proceeds from exercise of stock options.
31


Long-Term Debt
PNC Facility
In November 2025, we entered into a credit agreement (the "PNC Agreement") with PNC Bank, National Association, as the administrative agent. The PNC Agreement provides for a term loan facility of $100.0 million and a revolving credit facility of $20.0 million (collectively, the "PNC Facility"). The PNC Facility matures in November 2028.
Loans under the PNC Facility bear interest at a reference rate plus an applicable margin, which will generally be the SOFR reference rate plus 2.75% per annum. The Company makes quarterly principal payments of $2.5 million on the term loan facility. The Company may voluntarily prepay loans or reduce revolving commitments under the PNC Facility at any time without premium or penalty.
The loans under the PNC Agreement are secured by substantially all of our assets. The PNC Agreement contains financial and other covenants, including quarterly financial ratios, and it includes limitations on, among other things, indebtedness, liens, investments, and mergers or similar transactions.
Regulation
The majority of our investments are held by our insurance entities to satisfy risk-based capital requirements (also referred to as minimum capital requirements) of applicable state and federal regulators. These regulatory requirements provide a method for analyzing the minimum amount of capital (statutory capital and surplus plus other adjustments) appropriate for an insurance company to support its overall business operations, taking into account the risk characteristics of the company’s assets, liabilities and certain other items. An insurance entity cannot use this capital for general operating expenses without regulatory approval. An insurance company found to have insufficient statutory capital based on its risk-based or minimum capital test requirements or otherwise fails to satisfy other applicable statutory requirements may be subject to varying levels of additional regulatory oversight.
As of March 31, 2026, our insurance entities collectively held $94.2 million in cash and cash equivalents, to be used for operating expenses of our insurance entities, $230.2 million in short-term investments and $300.7 million in other current assets. The majority of the assets in our insurance entities are subject to certain capital and dividend rules and regulations prescribed by jurisdictions in which they are authorized to operate.
We are subject to comprehensive regulation and supervision in the jurisdictions where we conduct business, including requirements regarding our capital structure, ownership, financial condition, general business operations, transactions between affiliated entities and payment of dividends from our insurance subsidiaries. We are also subject to market conduct examinations of our management and operations.
The National Association of Insurance Commissioners ("NAIC") has approved a series of uniform statutory accounting principles applicable in some form in all states. Developed to ensure insurance companies maintain sufficient capital to pay claims and remain solvent, these principles conservatively value assets and liabilities and usually result in differences from financial statements prepared in accordance with U.S. GAAP. The NAIC has also adopted risk-based capital requirements for life, health and property and casualty insurance companies, which require APIC and ZPIC to maintain certain levels of surplus to support our overall business operations in consideration of our size and risk profile. If we fail to maintain the amount of risk-based capital required, we will be subject to additional regulatory oversight. To comply with these regulations, we may be required to maintain capital that we would otherwise invest in our growth and operations.
NAIC also has adopted a pet insurance model act to establish regulatory standards for the pet insurance industry, related to how insurers enforce waiting periods, certain policy conditions, and the sale of pet insurance in general.
Although U.S. federal law generally does not directly regulate the insurance industry, various federal regulatory and legislative changes have been proposed in the past and could be proposed in the future, including proposed federal regulation that could supplement or replace the current system of state regulation of insurers. It is not possible to predict whether any of these proposals might be adopted, or the effect federal involvement in insurance may have on us.
American Pet Insurance Company ("APIC")
APIC, our wholly-owned insurance subsidiary domiciled in New York, underwrites all of our policies in the U.S. As our business in the U.S. grows, the amount of capital we are required to maintain to satisfy our risk-based capital requirements will also increase, though risk-based capital requirements also take our overall rate of growth into consideration. Recently, our other business segment growth has slowed, and we currently expect that to continue, which would reduce capital requirements. In February 2026, APIC distributed an extraordinary dividend of $14.9 million to Trupanion, Inc. APIC's primary regulator is the New York Department of Financial Services ("NY DFS").
32


ZPIC Insurance Company ("ZPIC")
ZPIC, our wholly-owned insurance subsidiary domiciled in Missouri, has not yet begun underwriting activity, but we have funded its required statutory capital. We formed this insurance subsidiary to provide us flexibility as to the insurance entity we use to market and write policies in the United States. ZPIC's primary regulator is the Missouri Department of Commerce and Insurance ("MODCI").
GPIC Insurance Company ("GPIC")
GPIC, our wholly-owned insurance subsidiary domiciled in Canada underwrites the majority of our policies in Canada. We are continuing to transition the remaining portion of our insurance activity in Canada to GPIC from a fronting arrangement with Accelerant Insurance Company of Canada (formerly Omega General Insurance Company) ("Accelerant"). Pursuant to the Canadian Office of the Superintendent of Financial Institutions ("OSFI") regulations, we have contributed CAD $29.5 million to GPIC as of March 31, 2026, as the required statutory capital for this subsidiary. The capital we maintain at GPIC is, and for the foreseeable future may continue to be, more than the amount that we historically held subject to our fronting arrangement with Accelerant.
Under the terms of our agreements with Accelerant, we retain any financial risk associated with our Canadian business. Accelerant's Canadian insurance operations are supervised and regulated by Canadian federal, provincial and territorial governments and Accelerant is a fully licensed insurer in all of the Canadian provinces and territories in which we do business. As we transition more of the business to GPIC, the amount we are required to fund in the Canadian trust account will be reduced (as discussed below).
Wyndham Insurance Company (SAC) Limited ("WICL") Segregated Account AX, Wyndham Insurance Company (SAC) Limited Segregated Account Trupanion Germany and Wyndham Insurance Company (SAC) Limited Segregated Account Trupanion Switzerland
WICL is domiciled in Bermuda and regulated by the Bermuda Monetary Authority ("BMA"). WICL Segregated Account AX was established by WICL, with Trupanion, Inc. as the shareholder, to enter into a reinsurance agreement with Accelerant for our business activity in Canada. All of the assets and liabilities of WICL Segregated Account AX are legally segregated from other assets and liabilities within WICL, and all shares of the segregated account are owned by Trupanion, Inc. Trupanion, Inc. received dividends of $3.3 million from WICL Segregated Account AX in February 2026, as permitted under our agreements with WICL. As required by OSFI regulations related to our reinsurance agreement with Accelerant, we are required to maintain a Canadian Reinsurance Trust account with the greater of CAD $2.0 million or 120% of unearned Canadian premium plus 20% of outstanding Canadian claims, including all incurred but not reported claims. As of March 31, 2026, the account held CAD $2.9 million which we expect will continue to decrease as we rollover our Canadian book of business to GPIC.
WICL Segregated Account Trupanion Germany and WICL Segregated Account Trupanion Switzerland were established in the third quarter of 2024 by WICL, with Trupanion, Inc. as the shareholder, for purposes of entering into reinsurance agreements with underwriters in Germany and Switzerland, respectively. All of the assets and liabilities of WICL Segregated Account Trupanion Germany and WICL Segregated Account Trupanion Switzerland are legally segregated from other assets and liabilities within WICL, and all shares of the segregated accounts are owned by Trupanion, Inc.
Though we are not directly regulated by the BMA, WICL's regulation and compliance impacts us as it could have an adverse impact on our ability to secure dividends from our WICL segregated accounts. WICL is regulated by the BMA under the Insurance Act of 1978 ("Insurance Act") and the Segregated Accounts Company Act of 2000. The Insurance Act imposes on Bermuda insurance companies, solvency and liquidity standards, certain restrictions on the declaration and payment of dividends and distributions, certain restrictions on the reduction of statutory capital, and auditing and reporting requirements, and grants the BMA powers to supervise and, in certain circumstances, to investigate and intervene in the affairs of insurance companies. Under the Insurance Act, WICL, as a class 3 insurer, is required to maintain available statutory capital and surplus at a level equal to or in excess of a prescribed minimum established by reference to net written premiums and loss reserves.
Under the Bermuda Companies Act 1981, as amended, a Bermuda company may not declare or pay a dividend or make a distribution out of contributed surplus if there are reasonable grounds for believing that: (a) the company is, or would after the payment be, unable to pay its liabilities as they become due; or (b) the realizable value of the company’s assets would thereby be less than its liabilities. The Segregated Accounts Company Act of 2000 further requires that dividends out of a segregated account can only be paid to the extent that the account remains solvent and the value of its assets remain greater than the aggregate of its liabilities and its issued share capital and share premium accounts.
33


Contractual Obligations
We enter into long-term contractual obligations and commitments in the normal course of business, consisting primarily of debt obligations and non-cancellable vendor service agreements. In November 2025, we entered into the PNC Agreement, which provides up to $120.0 million of credit, including $100.0 million term loan and $20.0 million revolving loan facility. We used the proceeds under the PNC Agreement to repay all amounts due and outstanding under our Prior Credit Facility. The PNC Agreement will require us to repay the underlying obligations over a three-year term at SOFR plus a margin. Refer to Note 7, Debt, included in Item 1 of Part I of this report, for further details regarding the credit agreement, including interest and future principal repayments.
Critical Accounting Policies and Significant Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported revenue and expenses during the reporting periods.
Critical accounting policies and estimates are those that we consider the most important to the portrayal of our financial condition and results of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Generally, we base our estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.
There have been no material changes to our critical accounting policies or estimates as compared to those described under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
34


Item 3. Quantitative and Qualitative Disclosures About Market Risks
Management believes there have been no material changes to our quantitative or qualitative disclosures about market risk during the first three months ended March 31, 2026. For a discussion of our exposure to market risk, refer to our market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the 2025 Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of March 31, 2026, the disclosure controls and procedures were effective.
Changes in Internal Control
There were no changes in our internal control over financial reporting during the three months ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
35


PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are subject to litigation matters and claims arising from the ordinary course of business. Further information with respect to this item may be found in Note 5 of Part 1 Item 1, "Financial Statements (unaudited)", under the caption, "Legal Proceedings" which information is incorporated herein by reference.
Item 1A. Risk Factors
Our business, results of operations, and financial conditions are subject to various risks described in our Annual Report on Form 10-K. There have been no material changes to the risk factors identified in our Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds    

Recent Sales of Unregistered Securities
Pursuant to a marketing agreement between us and a strategic distributor, we agreed to issue shares of our common stock to the distributor as partial consideration for sales made through the distributor’s marketing channels of white-label medical and wellness pet insurance products that we create and administer under the agreement. The number of shares we issue is determined quarterly, based on a percentage of revenue from such product sales divided by the volume weighted average price per share for the preceding quarter or, if lower, for the three months ended December 5, 2021. The shares we issue are subject to various restrictions, including a minimum holding period of two years and customary transfer restrictions for shares acquired in a private placement. During the quarter ended March 31, 2026, we issued 4,800 shares of our common stock to the distributor in respect of product sales that occurred in the quarter ended December 31, 2025. We offered and sold these shares in reliance upon the exemption from the registration set forth under Section 4(a)(2) of the Securities Act, and the regulations promulgated thereunder relating to sales by an issuer not involving any public offering, and in reliance on similar exemptions under applicable state laws.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Plan
On February 17, 2026, Murray Low, a member of our Board of Directors, terminated the trading plan dated December 2, 2025, which authorized the sale of up to 20,020 shares of Trupanion, Inc. common stock over a period ending on December 31, 2026, subject to certain conditions.
During the three months ended March 31, 2026, no other director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, or terminated, including by modification, a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

36


Item 6. Exhibits
ExhibitIncorporated by ReferenceFiled/Furnished
NumberExhibit DescriptionFormFile No.ExhibitExhibit Filing DateHerewith
3.1
Amended and Restated Certificate of Incorporation of Trupanion, Inc.
8-K001-365373.16/12/2023
3.2
Amended and Restated Bylaws of Trupanion, Inc.
8-K001-365373.26/12/2023
31.1
Certification of Principal Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Principal Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1*
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2*
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INSXBRL Instance Document - the instance does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema Document.X
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.X
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.X
101.LABInline XBRL Taxonomy Extension Labels Linkbase Document.X
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.X
104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)X
+Indicates a management contract or compensatory plan or arrangement.
*This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
37


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
TRUPANION, INC.
Date: April 30, 2026
/s/ Margi Tooth
Margi Tooth
Chief Executive Officer
(Principal Executive Officer)
Date: April 30, 2026
/s/ Fawwad Qureshi
Fawwad Qureshi
Chief Financial Officer
(Principal Financial and Accounting Officer)

38

FAQ

How did Trupanion (TRUP) perform financially in Q1 2026?

Trupanion posted net income of $4.9 million in Q1 2026, reversing a $1.5 million loss a year earlier. Revenue increased 12% to $384.0 million, driven mainly by growth in its higher-margin subscription business.

What drove Trupanion’s revenue growth in the first quarter of 2026?

Revenue rose 12% to $384.0 million, led by a 16% increase in subscription segment revenue to $269.5 million. Key drivers were higher monthly average revenue per pet, up 11%, and a 5% increase in subscription pets enrolled.

How healthy are Trupanion’s margins and costs in Q1 2026?

Subscription cost of revenue was 80% of subscription revenue, an improvement from 81% a year earlier. Veterinary invoice expense in this segment grew 14%, slightly below subscription revenue growth, indicating some margin benefit from pricing and scale.

What was Trupanion’s cash and debt position as of March 31, 2026?

Trupanion held $383.7 million in cash, cash equivalents and short-term investments at quarter-end, much of it inside insurance entities. Long-term debt totaled $110.0 million under the PNC Facility, with quarterly principal payments of $2.5 million through 2028.

How efficiently is Trupanion acquiring new pets in its subscription business?

Average pet acquisition cost rose to $315 from $267, an 18% increase, as Trupanion deliberately spent more on marketing. Subscription pets enrolled grew 5% year over year to about 1.11 million, and average monthly retention remained high at 98.35%.

How did Trupanion’s other business segment perform in Q1 2026?

Other business revenue increased 5% to $114.6 million. Veterinary invoice expense in this segment rose 14%, partly offset by a 26% decline in other cost of revenue. Total cost of revenue remained about 93% of segment revenue, consistent with its lower-margin profile.