TRUP Form 4: Executive RSU Vesting and Share Withholding at $45.83
Rhea-AI Filing Summary
Steve Weinrauch, Executive Vice President, North America & Vet Strategy at Trupanion, Inc. (TRUP), reported restricted stock unit vesting and related share withholding on 08/25/2025. Multiple tranches of RSUs converted into common stock: 353, 530 and 41 shares from different grants became vested and deliverable, and the issuer withheld shares to satisfy income tax withholding obligations rather than a sale by the reporting person. Form 4 shows disposition entries reflecting the withheld shares at a stated per-share amount of $45.83 for the withholding events. After the reported transactions, the filing lists the reporting person as beneficially owning 63,912 shares of common stock. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 08/27/2025.
Positive
- Transparent disclosure of RSU vesting and tax withholding consistent with Section 16 reporting requirements
- Explanatory detail on original grant dates and vesting schedules for each RSU tranche
Negative
- Share withholding by the issuer reduced the number of net shares delivered to the reporting person (withheld to satisfy income tax obligations as disclosed)
Insights
TL;DR: Routine executive equity vesting with tax-withholding; disclosure is timely and standard for compensation-related grants.
The filing documents customary post-vesting mechanics where restricted stock units convert to common shares and the issuer withholds shares to meet tax remittance obligations. The transactions are disclosure of compensation realization rather than open-market sales, consistent with the explanatory note stating withheld shares do not represent a sale. From a governance perspective, this is a routine compensation event and the Form 4 provides required transparency about resulting beneficial ownership.
TL;DR: Multiple RSU tranches vested on the same date; net share delivery reduced by issuer withholding for taxes.
The report identifies conversion of three RSU tranches into common stock (353, 530 and 41 underlying shares) and corresponding withholding events disclosed as dispositions with a per-share withholding value of $45.83. The filing specifies prior grant dates and vesting schedules for each RSU grant in the explanatory section, which clarifies the vesting cadence and why withholding occurred. This is a standard equity-compensation settlement event and the reported post-transaction beneficial ownership is 63,912 shares.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit (RSU) | 353 | $0.00 | -- |
| Exercise | Restricted Stock Unit (RSU) | 530 | $0.00 | -- |
| Exercise | Restricted Stock Unit (RSU) | 41 | $0.00 | -- |
| Exercise | Common Stock | 353 | $0.00 | -- |
| Tax Withholding | Common Stock | 85 | $45.83 | $4K |
| Exercise | Common Stock | 530 | $0.00 | -- |
| Tax Withholding | Common Stock | 129 | $45.83 | $6K |
| Exercise | Common Stock | 41 | $0.00 | -- |
| Tax Withholding | Common Stock | 9 | $45.83 | $412.47 |
Footnotes (1)
- Restricted stock units convert into common stock on a one-for-one basis. 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. On August 14, 2023, the reporting person was granted 5,655 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. On February 28, 2022, the reporting person was granted 8,490 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. On February 27, 2023, the reporting person was granted 649 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, 2024, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
