[Form 4] Trupanion, Inc. Insider Trading Activity

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

Corporate Governance Expert

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.

Compensation and Equity Analyst

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.

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^*

WEINRAUCH STEVE

(Last) (First) (Middle)

6100 4TH AVENUE S

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)
	EVP, North Am & Vet Strategy

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		353	A	(1)	63,564	D
Common Stock	08/25/2025		F		85(2)	D	$45.83	63,479	D
Common Stock	08/25/2025		M		530	A	(1)	64,009	D
Common Stock	08/25/2025		F		129(2)	D	$45.83	63,880	D
Common Stock	08/25/2025		M		41	A	(1)	63,921	D
Common Stock	08/25/2025		F		9(2)	D	$45.83	63,912	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			353	(3)	08/25/2027(3)	Common Stock	353	$0	2,828	D
Restricted Stock Unit (RSU)	(1)	08/25/2025		M			530	(4)	02/25/2026(4)	Common Stock	530	$0	1,062	D
Restricted Stock Unit (RSU)	(1)	08/25/2025		M			41	(5)	02/25/2027(5)	Common Stock	41	$0	243	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 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.

4. 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.

5. 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.

Remarks:

	/s/ Christina Poler as attorney-in-fact for Steve Weinrauch	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).
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.

FAQ

What transactions did Steve Weinrauch report on Form 4 for TRUP?

The Form 4 reports conversion of restricted stock units into common stock on 08/25/2025 and related share withholding by the issuer to satisfy tax obligations.

How many shares does the filing show Steve Weinrauch beneficially owned after the transactions?

The filing lists the reporting person as beneficially owning 63,912 shares of common stock following the reported transactions.

Were any shares sold in these transactions reported on the Form 4?

No sale by the reporting person is reported; the filing explicitly states withheld shares were remitted by the issuer to satisfy income tax withholding and do not represent a sale.

What price is shown for the withholding events in the Form 4?

The Form 4 shows a per-share amount of $45.83 associated with the withholding/disposition entries.

Which RSU grants are referenced in the Form 4 explanations?

The filing references RSU grants dated 02/28/2022, 02/27/2023, and 08/14/2023 with their respective vesting schedules.