STOCK TITAN

Trupanion (NASDAQ: TRUP) CEO turns 19K RSUs into stock shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TRUPANION, INC. (TRUP) CEO and director Margaret Tooth reported multiple equity compensation transactions. On August 22 and 25, 2026 she exercised and vested 19,042 RSUs into the same number of common shares. Of these, 7,000 shares were withheld by the issuer to cover income tax obligations and 491 shares were sold in a market transaction at $31.84 per share. The remaining shares from these RSU conversions increased her directly held common stock, although post-transaction holdings are not stated here.

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Insider Tooth Margaret
Role CEO
Sold 491 shs ($16K)
Approx. gross sale proceeds $16K
Type Security Shares Price Value
Exercise Restricted Stock Unit (RSU) F1, F7 1,250 $0.00 $0.00
Exercise Common Stock F1 1,250 -- --
Sale Common Stock F2 491 $31.84 $16K
Exercise Restricted Stock Unit (RSU) F1, F3 313 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F4 3,042 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F5 6,250 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F6 8,187 $0.00 $0.00
Exercise Common Stock F1 313 -- --
Tax Withholding Common Stock F2 123 $31.76 $4K
Exercise Common Stock F1 3,042 -- --
Tax Withholding Common Stock F2 1,197 $31.76 $38K
Exercise Common Stock F1 6,250 -- --
Tax Withholding Common Stock F2 2,459 $31.76 $78K
Exercise Common Stock F1 8,187 -- --
Tax Withholding Common Stock F2 3,221 $31.76 $102K
Holdings After Transaction: Restricted Stock Unit (RSU) — 92,838 shares (Direct); Common Stock — 186,952 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, 2024, the reporting person was granted 5,000 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares on February 22, 2025, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
  4. F4. On August 19, 2024, the reporting person was granted 48,679 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares on August 22, 2025, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
  5. F5. On February 27, 2025, the reporting person was granted 50,000 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.
  6. F6. On February 20, 2026, the reporting person was granted 65,497 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 20,000 restricted stock units (RSUs). The RSUs vest and convert into 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.
Open-market sale shares 491 shares of Common Stock Sold on August 25, 2026 at a reported per-share price
Open-market sale price $31.84 per share Price for 491 TRUP common shares sold on August 25, 2026
RSU exercises 19,042 RSUs Total RSUs exercised/converted into common stock in August 2026
Shares withheld for taxes 7,000 shares Common shares withheld by issuer to satisfy income tax obligations
Tax withholding share price $31.76 per share Price used for issuer share withholding to cover tax obligations
RSU grant on February 20, 2026 65,497 RSUs CEO RSU grant vesting 1/8 on May 22, 2026, then quarterly
RSU grant on February 27, 2025 50,000 RSUs CEO RSU grant vesting in eight equal installments
RSU grant on August 19, 2024 48,679 RSUs CEO RSU grant vesting over time starting August 22, 2025
Restricted Stock Unit (RSU) financial
"Restricted Stock Unit (RSU) transactions convert into common stock on a one-for-one basis"
A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.
tax withholding financial
"shares of common stock that have been withheld by the issuer to satisfy its income tax withholding"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
vesting financial
"The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
Form 4 regulatory
"This Form 4 discloses the shares of common stock that have been withheld"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
withheld by the issuer financial
"shares of common stock that have been withheld by the issuer to satisfy its income tax withholding"

FAQ

What did TRUP CEO Margaret Tooth report in this Form 4 for TRUP?

She reported the vesting and exercise of 19,042 RSUs into common stock on August 22 and 25, 2026, with 7,000 shares withheld for taxes and a separate open-market sale of 491 shares at $31.84 per share.

How many Trupanion (TRUP) shares did the CEO sell in the market?

Margaret Tooth reported selling 491 shares of Trupanion common stock in a market transaction on August 25, 2026 at a price of $31.84 per share.

How many TRUP shares were withheld for the CEO’s tax obligations?

A total of 7,000 shares of Trupanion common stock were reported as withheld by the issuer at prices of $31.76 per share in several transactions to satisfy income tax withholding and remittance obligations related to RSU vesting.

How many restricted stock units did the TRUP CEO convert to common stock?

Across derivative transactions coded “M,” Margaret Tooth converted 19,042 Restricted Stock Units (RSUs) into the same number of Trupanion common shares in August 2026, all on a one-for-one basis.

Were the TRUP tax-withholding transactions sales by the CEO?

No. A footnote states the 7,000 shares reported under code “F” were withheld by the issuer to cover income tax withholding and remittance obligations and do not represent a sale by the reporting person.

What equity awards underlie the reported TRUP RSU transactions?

The RSU activity relates to prior grants, including 5,000 RSUs granted on February 27, 2024, 48,679 RSUs on August 19, 2024, 50,000 RSUs on February 27, 2025, and 65,497 RSUs on February 20, 2026, each vesting over time subject to continued service.

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Learn about SEC filing dates
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*
Tooth Margaret

(Last)(First)(Middle)
C/O TRUPANION, INC.
6100 4TH AVENUE SOUTH, 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO
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 Stock08/22/2026M313A(1)175,714D
Common Stock08/22/2026F123(2)D$31.76175,591D
Common Stock08/22/2026M3,042A(1)178,633D
Common Stock08/22/2026F1,197(2)D$31.76177,436D
Common Stock08/22/2026M6,250A(1)183,686D
Common Stock08/22/2026F2,459(2)D$31.76181,227D
Common Stock08/22/2026M8,187A(1)189,414D
Common Stock08/22/2026F3,221(2)D$31.76186,193D
Common Stock08/25/2026M1,250A(1)187,443D
Common Stock08/25/2026S491(2)D$31.84186,952D
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)08/22/2026M313 (3)02/22/2028(3)Common Stock313$01,875D
Restricted Stock Unit (RSU)(1)08/22/2026M3,042 (4)08/22/2028(4)Common Stock3,042$024,340D
Restricted Stock Unit (RSU)(1)08/22/2026M6,250 (5)02/22/2027(5)Common Stock6,250$012,500D
Restricted Stock Unit (RSU)(1)08/22/2026M8,187 (6)02/22/2028(6)Common Stock8,187$049,123D
Restricted Stock Unit (RSU)(1)08/25/2026M1,250 (7)08/25/2027(7)Common Stock1,250$05,000D
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, 2024, the reporting person was granted 5,000 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares on February 22, 2025, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
4. On August 19, 2024, the reporting person was granted 48,679 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares on August 22, 2025, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
5. On February 27, 2025, the reporting person was granted 50,000 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.
6. On February 20, 2026, the reporting person was granted 65,497 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 20,000 restricted stock units (RSUs). The RSUs vest and convert into 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 Margaret Tooth08/26/2026
** 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)