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Trupanion (NASDAQ: TRUP) CLO logs 2,610 RSUs vesting, 841 withheld for taxes

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TRUPANION, INC. (TRUP) reported that Chief Legal Officer Asher Bearman had multiple restricted stock unit (RSU) awards vest on August 22 and 25, 2026, converting an aggregate 2,610 RSUs into an equal number of shares of common stock.

In connection with these vestings, a total of 841 shares of common stock were withheld by the issuer to satisfy income tax withholding obligations at prices of about $31.76–$31.84 per share, which the company specifies do not represent market sales by the reporting person.

Positive

  • None.

Negative

  • None.
Insider BEARMAN ASHER
Role Chief Legal Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit (RSU) F1, F7 125 $0.00 $0.00
Exercise Common Stock F1 125 -- --
Tax Withholding Common Stock F2 40 $31.84 $1K
Exercise Restricted Stock Unit (RSU) F1, F3 265 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F4 9 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F5 379 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F6 1,832 $0.00 $0.00
Exercise Common Stock F1 265 -- --
Tax Withholding Common Stock F2 86 $31.76 $3K
Exercise Common Stock F1 9 -- --
Tax Withholding Common Stock F2 2 $31.76 $63.52
Exercise Common Stock F1 379 -- --
Tax Withholding Common Stock F2 123 $31.76 $4K
Exercise Common Stock F1 1,832 -- --
Tax Withholding Common Stock F2 590 $31.76 $19K
Holdings After Transaction: Restricted Stock Unit (RSU) — 13,557 shares (Direct); Common Stock — 74,013 shares (Direct)
Footnotes (7)
  1. F1. Restricted stock units convert into common stock on a one-for-one basis.
  2. F2. This Form 4 discloses the shares of common stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the vesting of the restricted stock units, and does not represent a sale by the reporting person.
  3. F3. On February 27, 2025, the reporting person was granted 2,122 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/8th of the total shares on May 22, 2025, after which 1/8th of the total shares vest quarterly, subject to continued service through each vest date.
  4. F4. On February 27, 2025, the reporting person was granted 70 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/8th of the total shares on May 22, 2025, after which 1/8th of the total shares vest quarterly, subject to continued service through each vest date.
  5. F5. On August 15, 2025, the reporting person was granted 3,032 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/8th of the total shares on November 22, 2025, after which 1/8th of the total shares vest quarterly, subject to continued service through each vest date.
  6. F6. On February 20, 2026, the reporting person was granted 14,656 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/8th of the total shares on May 22, 2026, after which 1/8th of the total shares vest quarterly, subject to continued service through each vest date.
  7. F7. On August 14, 2023, the Reporting Person was granted 1,999 restricted stock units (RSUs). The RSUs vest and will convert to common stock of the Issuer as to 1/4th of the total shares on August 25, 2024, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
RSUs converted to common stock 2,610 shares Total RSUs exercised/converted across code M transactions in this Form 4
Shares withheld for taxes 841 shares Total common shares withheld under code F to satisfy tax obligations
Tax withholding price $31.76 per share Price used for several code F tax-withholding transactions on August 22, 2026
Tax withholding price $31.84 per share Price used for a code F tax-withholding transaction on August 25, 2026
RSU grant size 2,122 RSUs Grant dated February 27, 2025, vesting 1/8 initially then quarterly
RSU grant size 3,032 RSUs Grant dated August 15, 2025, vesting 1/8 initially then quarterly
RSU grant size 14,656 RSUs Grant dated February 20, 2026, vesting 1/8 initially then quarterly
RSU grant size 1,999 RSUs Grant dated August 14, 2023, vesting 1/4 initially then quarterly
Restricted stock units (RSUs) financial
"Restricted stock units convert into common stock on a one-for-one basis."
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
income tax withholding and remittance obligations financial
"shares of common stock that have been withheld by the issuer to satisfy its income tax withholding"
vest financial
"The RSUs vest and convert into common stock of the Issuer as to 1/8th of the total shares"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
convert into common stock financial
"The RSUs vest and convert into common stock of the Issuer as to 1/8th"

FAQ

Did the TRUP Form 4 show any open-market stock sales by Asher Bearman?

No. The filing states that shares reported under code F were withheld by the issuer to satisfy income tax withholding and remittance obligations in connection with RSU vesting and do not represent a sale by the reporting person.

How many TRUP shares were issued from RSU vesting in this filing?

RSU vesting events converted a total of 2,610 RSUs into 2,610 shares of TRUP common stock, reflecting one-for-one conversion as described in the footnotes.

How many TRUP shares were withheld for taxes in connection with the RSU vesting?

A total of 841 shares of TRUP common stock were withheld to satisfy income tax withholding obligations, consisting of 590 shares, 123 shares, 86 shares, 40 shares, and 2 shares in separate transactions.

What tax withholding prices were used for the TRUP shares withheld?

Shares withheld for taxes were valued at approximately $31.76 per share and $31.84 per share, as shown in the Form 4 transactions using code F for payment of tax liability.

What RSU grants underlie the TRUP vesting events disclosed?

The vesting events relate to prior RSU grants of 2,122 RSUs, 70 RSUs, 3,032 RSUs, 14,656 RSUs, and 1,999 RSUs, each vesting in scheduled installments subject to continued service, as described in the footnotes.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
BEARMAN ASHER

(Last)(First)(Middle)
C/O TRUPANION, INC.
6100 4TH AVENUE S, SUITE 200

(Street)
SEATTLE WASHINGTON 98108

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
TRUPANION, INC. [ TRUP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/22/2026M265A(1)72,509D
Common Stock08/22/2026F86(2)D$31.7672,423D
Common Stock08/22/2026M9A(1)72,432D
Common Stock08/22/2026F2(2)D$31.7672,430D
Common Stock08/22/2026M379A(1)72,809D
Common Stock08/22/2026F123(2)D$31.7672,686D
Common Stock08/22/2026M1,832A(1)74,518D
Common Stock08/22/2026F590(2)D$31.7673,928D
Common Stock08/25/2026M125A(1)74,053D
Common Stock08/25/2026F40(2)D$31.8474,013D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit (RSU)(1)08/22/2026M265 (3)02/22/2027(3)Common Stock265$0531D
Restricted Stock Unit (RSU)(1)08/22/2026M9 (4)02/22/2027(4)Common Stock9$018D
Restricted Stock Unit (RSU)(1)08/22/2026M379 (5)08/22/2027(5)Common Stock379$01,516D
Restricted Stock Unit (RSU)(1)08/22/2026M1,832 (6)02/22/2028(6)Common Stock1,832$010,992D
Restricted Stock Unit (RSU)(1)08/25/2026M125 (7)08/25/2027(7)Common Stock125$0500D
Explanation of Responses:
1. Restricted stock units convert into common stock on a one-for-one basis.
2. This Form 4 discloses the shares of common stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the vesting of the restricted stock units, and does not represent a sale by the reporting person.
3. On February 27, 2025, the reporting person was granted 2,122 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/8th of the total shares on May 22, 2025, after which 1/8th of the total shares vest quarterly, subject to continued service through each vest date.
4. On February 27, 2025, the reporting person was granted 70 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/8th of the total shares on May 22, 2025, after which 1/8th of the total shares vest quarterly, subject to continued service through each vest date.
5. On August 15, 2025, the reporting person was granted 3,032 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/8th of the total shares on November 22, 2025, after which 1/8th of the total shares vest quarterly, subject to continued service through each vest date.
6. On February 20, 2026, the reporting person was granted 14,656 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/8th of the total shares on May 22, 2026, after which 1/8th of the total shares vest quarterly, subject to continued service through each vest date.
7. On August 14, 2023, the Reporting Person was granted 1,999 restricted stock units (RSUs). The RSUs vest and will convert to common stock of the Issuer as to 1/4th of the total shares on August 25, 2024, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
Remarks:
/s/ Lauren Welsh as attorney-in-fact for Asher Bearman08/26/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)