Trupanion (TRUP) CRO awarded 10,282 RSUs, shares withheld for tax

Rhea-AI Filing Summary

Trupanion, Inc. Chief Revenue Officer Emily Dreyer reported equity compensation activity and related tax share withholding. On February 20, 2026, she was granted 10,282 restricted stock units (RSUs), which vest as to 1/8 of the total on May 22, 2026 and then 1/8 quarterly, subject to continued service.

On February 22, 2026, previously granted RSUs converted into 2,249 and 1,340 shares of common stock, and Dreyer acquired the same number of common shares at a price of $0.00 per share. In connection with these vestings, 666 and 397 shares of common stock were withheld at $27.16 per share to cover tax obligations, which the footnotes state does not represent a sale by the reporting person. After these transactions, Dreyer directly owned 42,037 shares of common stock and held 10,282 RSUs.

SEC Form 4

FORM 4

UNITED 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

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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^*

DREYER EMILY

(Last) (First) (Middle)

6100 4TH AVENUE

SUITE 200

(Street)

SEATTLE WA 98108

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TRUPANION, INC. [ TRUP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/22/2026		M		2,249	A	(1)	41,760	D
Common Stock	02/22/2026		F		666(2)	D	$27.16	41,094	D
Common Stock	02/22/2026		M		1,340	A	(1)	42,434	D
Common Stock	02/22/2026		F		397(2)	D	$27.16	42,037	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit (RSU)	(1)	02/20/2026		A		10,282		(3)	02/22/2028(3)	Common Stock	10,282	$0	10,282	D
Restricted Stock Unit (RSU)	(1)	02/22/2026		M			2,249	(4)	02/22/2026(4)	Common Stock	2,249	$0	0	D
Restricted Stock Unit (RSU)	(1)	02/22/2026		M			1,340	(5)	02/22/2027(5)	Common Stock	1,340	$0	5,362	D

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 20, 2026, the reporting person was granted 10,282 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.

4. On February 27, 2024, the reporting person was granted 17,991 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, 2024, after which 1/8th of the total shares vest quarterly, subject to continued service through each vest date.

5. On February 27, 2025, the reporting person was granted 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.

Remarks:

	/s/ Lauren Welsh as attorney-in-fact for Emily Dreyer	02/24/2026
	** Signature of Reporting Person	Date
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.
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FAQ

What insider transactions did Trupanion (TRUP) Chief Revenue Officer Emily Dreyer report?

Emily Dreyer reported RSU grants, RSU conversions, and related tax share withholding. She exercised previously granted RSUs into common stock and had shares withheld to satisfy tax obligations, rather than selling shares in the open market.

How many RSUs were granted to Trupanion (TRUP) CRO Emily Dreyer in this Form 4?

Dreyer was granted 10,282 restricted stock units (RSUs) on February 20, 2026. These RSUs vest as to 1/8 of the total on May 22, 2026, then 1/8 of the total shares vest quarterly, subject to continued service through each vest date.

What is the vesting schedule for Emily Dreyers new Trupanion (TRUP) RSU grant?

The 10,282 RSUs vest 1/8 on May 22, 2026, then 1/8 quarterly. Each vested RSU converts into one share of Trupanion common stock, contingent on Dreyers continued service with the company through each scheduled vesting date.

Were any Trupanion (TRUP) shares sold by Emily Dreyer in this Form 4 filing?

The filing shows shares withheld to cover taxes, not open-market sales. Footnotes clarify that 666 and 397 shares of common stock were withheld by Trupanion to satisfy tax obligations upon RSU vesting, and this does not represent a sale by Dreyer.

How many Trupanion (TRUP) common shares did Emily Dreyer own after these transactions?

After the reported transactions, Dreyer directly owned 42,037 shares of Trupanion common stock. She also held 10,282 unvested RSUs, which may convert into additional common shares over time as they vest under the disclosed schedule.

What share price was used for Trupanion (TRUP) tax withholding in Emily Dreyers Form 4?

For tax withholding, shares were valued at $27.16 per share. A total of 666 and 397 shares of common stock were withheld at this price to satisfy income tax withholding and remittance obligations related to RSU vesting.