[8-K] TRUPANION, INC. Reports Material Event

Rhea-AI Filing Summary

Trupanion appointed Bradley S. Powell to its board of directors. Powell, 65, is an independent director under Nasdaq rules and brings extensive public-company finance experience. He served as Chief Financial Officer of Expeditors International from 2008 to 2025 and previously was CFO of Eden Bioscience from 1998 to 2008, where he led its 2000 IPO.

Powell will serve until the 2026 annual meeting of stockholders. He has no arrangements related to his appointment, no family relationships with Trupanion’s leadership, and no material interests in related-party transactions. Trupanion entered into its standard indemnification agreement with him, and he will participate in the Compensation Program for Non-Employee Directors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2025

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36537

83-0480694

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

6100 4th Avenue S, Suite 400

Seattle, Washington 98108

(Address of principal executive offices, including zip code)

(855) 727 - 9079

(Registrant's telephone number, including area code)

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

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

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

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

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

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

Title of each class			Trading Symbol			Name of each exchange on which registered
Common stock, $0.00001 par value per share			TRUP			The NASDAQ Stock Market LLC

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

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. ☐

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

On October 29, 2025, the board of directors (the “Board”) of Trupanion, Inc. (the “Company”) appointed Bradley S. Powell as a director. Mr. Powell, 65, served as Chief Financial Officer of Expeditors International of Washington, Inc. a publicly-traded global logistics company from October 2008 to September 2025. Prior to joining Expeditors, Mr. Powell served as Chief Financial Officer of Eden Bioscience Corporation, a publicly-traded biotechnology company, from July 1998 to September 2008, during which time he led the company through a successful initial public offering in 2000. He holds a B.S. in Accounting from Central Washington University. Mr. Powell was chosen to serve on the Board based on his accounting and financial acumen and his public company experience.

Mr. Powell is an “independent director” under Nasdaq listing rule and he does not have any (i) arrangement or understanding with any person pursuant to which he was appointed as a member of the Board, (ii) family relationships with any of the Company’s directors or executive officers, or (iii) direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Company has entered into its standard form of indemnification agreement with Mr. Powell, who will participate in the Company’s Compensation Program for Non-Employee Directors.

Mr. Powell will serve for a term expiring at the annual meeting of stockholders held in 2026.

Item 9.01     Financial Statements and Exhibits.

(d)			Exhibits
			Exhibit No.			Description
			99.1			Press release dated October 30, 2025
			104			Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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

TRUPANION, INC.
By:			/s/ Margi Tooth
			Name: Margi Tooth
			Title: President

Date: October 30, 2025

FAQ

Who did Trupanion (TRUP) appoint to its board?

Trupanion appointed Bradley S. Powell as a director.

Is Bradley S. Powell considered independent under Nasdaq rules?

Yes. He is an independent director under Nasdaq listing standards.

What is Bradley S. Powell’s prior experience?

He was CFO of Expeditors International from 2008–2025 and CFO of Eden Bioscience from 1998–2008, leading its 2000 IPO.

How long is Powell’s term on the Trupanion board?

He will serve until the 2026 annual meeting of stockholders.

Does Powell have any related-party ties or special arrangements?

No. The filing states no arrangements, no family relationships, and no material interests in transactions requiring disclosure.

Will Bradley S. Powell receive standard director protections and pay?

Yes. He signed Trupanion’s standard indemnification agreement and will join the Compensation Program for Non-Employee Directors.