[Form 4] Trupanion, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Trupanion, Inc. (TRUP) insider Emily Dreyer reported automatic vesting and related tax-withholding of restricted stock units (RSUs). The filing shows RSUs vesting on 08/25/2025: 1,481 RSUs and 343 RSUs were recorded as acquired (vesting/converted into common stock). The issuer withheld 360 and 83 shares, respectively, to satisfy income tax withholding obligations, which the filer notes does not represent a sale. After these transactions the reporting person’s total direct beneficial ownership of common stock positions and RSU balances are updated in the Form 4 tables. The Form 4 was signed by an attorney-in-fact on behalf of Emily Dreyer.

Positive

• Vesting occurred as scheduled: 1,481 and 343 RSUs converted to common stock on 08/25/2025, reflecting fulfillment of prior compensation awards
• No open-market sales reported: Withheld shares were for tax remittance and are disclosed as such, not as a sale by the reporting person

Negative

• Shares withheld for taxes: 360 and 83 shares were withheld to satisfy income tax obligations, reducing net shares delivered to the reporting person
• Limited material impact: Transactions are routine compensation events and do not provide new insight into company performance or strategic direction

Insights

Securities Analyst

TL;DR: Report discloses routine RSU vesting and tax-withholding; no cash sale or change in control implications.

This Form 4 documents vesting of previously granted RSUs into common stock on 08/25/2025 and the issuer’s withholding of shares to satisfy tax obligations. The transactions include 1,481 and 343 RSUs converting into shares, with 360 and 83 shares withheld. These events are administrative and stem from compensation arrangements rather than open-market trades. For investors, this is a routine insider compensation disclosure that adjusts reported beneficial ownership but does not indicate liquidity-driven selling or an ownership shift material to corporate control.

Executive Compensation Specialist

TL;DR: Vesting schedule executions and withholding are consistent with previously disclosed grants and standard payroll tax procedures.

The filing references RSU grants from 02/28/2022 and 08/14/2023 with scheduled vesting patterns (initial 1/4 followed by quarterly 1/16 vesting). The conversion of vested RSUs and the withholding of shares for taxes are typical mechanics under equity compensation plans. This activity reflects expected delivery of equity compensation to an officer under established vesting terms and does not by itself change the company’s capitalization or imply additional dilution beyond the issuance of vested shares.

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

OMB APPROVAL

OMB Number:			3235-0287
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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)
08/25/2025

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	08/25/2025		M		1,481	A	(1)	35,940	D
Common Stock	08/25/2025		F		360(2)	D	$45.83	35,580	D
Common Stock	08/25/2025		M		343	A	(1)	35,923	D
Common Stock	08/25/2025		F		83(2)	D	$45.83	35,840	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)	08/25/2025		M			1,481	(3)	02/25/2026(3)	Common Stock	1,481	$0	2,964	D
Restricted Stock Unit (RSU)	(1)	08/25/2025		M			343	(4)	08/25/2027(4)	Common Stock	343	$0	2,744	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 28, 2022, the reporting person was granted 23,707 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on February 25, 2023, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.

4. On August 14, 2023, the reporting person was granted 5,489 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/ Christina Poler as attorney-in-fact for Emily Dreyer	08/27/2025
	** 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).
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FAQ

What transactions did Emily Dreyer report on the TRUP Form 4?

Answer: The filing reports vesting/conversion of 1,481 RSUs and 343 RSUs on 08/25/2025, plus withholding of 360 and 83 shares for taxes.

Do the withheld shares on the TRUP Form 4 represent a sale by Emily Dreyer?

Answer: No. The Form 4 explicitly states the withheld shares were remitted to satisfy income tax withholding and do not represent a sale by the reporting person.

How do these RSU events affect Emily Dreyer’s beneficial ownership of TRUP?

Answer: The RSUs converted into common stock, increasing the number of shares beneficially owned, while the tax-withheld shares reduced the net shares delivered. The Form 4 tables show updated beneficial ownership totals after the transactions.

Were these RSUs part of previously disclosed grants?

Answer: Yes. The filing references RSU grants from 02/28/2022 (23,707 RSUs) and 08/14/2023 (5,489 RSUs) with established vesting schedules.

Did the Form 4 indicate any change in control or other material corporate action for TRUP?

Answer: No. The filing documents routine vesting and tax withholding; it does not disclose any change in control or material corporate action.