TRUP Form 4: Emily Dreyer Receives 10,108 RSUs with Quarterly Vesting

Rhea-AI Filing Summary

Emily Dreyer, Chief Revenue Officer of Trupanion, Inc. (TRUP), was granted 10,108 restricted stock units (RSUs) on 08/15/2025. Each RSU converts one-for-one into common stock and the reported post-transaction beneficial ownership is 10,108 shares held directly. The RSUs vest as to one-quarter of the total on 08/25/2026 and thereafter 1/16th of the total each quarter, subject to continued service. The grant was reported on Form 4 and signed by an attorney-in-fact on 08/19/2025.

Positive

• Grant aligns executive incentives via time-based RSUs that convert one-for-one to common stock
• Clear vesting schedule disclosed: 25% on 08/25/2026 then 1/16th quarterly, supporting retention
• Direct ownership reported immediately following the grant (10,108 shares), improving transparency

Negative

• Potential dilution from issuance of new shares when RSUs convert (amount disclosed: 10,108 RSUs)
• No performance conditions disclosed; vesting is solely time-based according to the filing

Insights

Financial Analyst

TL;DR: A routine equity compensation grant of 10,108 RSUs to the CRO; modest in size and tied to multi-year service vesting.

The grant of 10,108 RSUs aligns the executive with shareholder performance through time-based vesting: 25% after ~1 year then quarterly thereafter. The grant price is listed as $0, indicating standard restricted equity rather than a purchase. As disclosed, ownership following the transaction equals the grant amount, showing these are newly reported awards rather than transfers of existing shares. Based solely on the Form 4 text, this appears to be a compensation/retention action rather than a market-moving transaction.

Corporate Governance Expert

TL;DR: Time-based RSU vesting is a common retention mechanism; disclosure is complete on mechanics and schedule.

The filing specifies conversion, vesting schedule, and direct ownership, which provides clear transparency on the executive award. The 1/4 then 1/16th quarterly vesting cadence is precise and typical for multi-year retention. The Form 4 shows proper reporting under Section 16 with signature by an attorney-in-fact, meeting procedural requirements in the document. No other governance actions or amendments are indicated in this filing.

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)
08/15/2025

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

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)	08/15/2025		A		10,108		(2)	(2)	Common Stock	10,108	$0	10,108	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. On August 15, 2025, the reporting person was granted 10,108 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, 2026, 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	08/19/2025
	** 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 transaction did Emily Dreyer report on Form 4 for TRUP?

She was granted 10,108 restricted stock units (RSUs) on 08/15/2025, reported on the Form 4 filed for Trupanion, Inc.

How do the RSUs granted to the CRO vest?

They vest 25% on 08/25/2026 and then 1/16th of the total each quarter thereafter, subject to continued service.

How many shares does the reporting person beneficially own after the grant?

10,108 shares are reported as beneficially owned following the transaction, held directly.

What is the conversion ratio and price for the RSUs?

Conversion is one-for-one into common stock and the price reported is $0 for the RSUs.

When was the Form 4 signed and by whom?

The Form 4 was signed on 08/19/2025 by Christina Poler as attorney-in-fact for Emily Dreyer.