Trupanion (TRUP) CRO reports RSU vesting and tax-withheld shares

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Form Type

Rhea-AI Filing Summary

Trupanion, Inc. Chief Revenue Officer Emily Dreyer reported routine equity activity linked to restricted stock units (RSUs). On February 25, 2026, RSUs covering 1,482 and 343 units converted into the same number of common shares on a one-for-one basis.

To cover income tax withholding on these vestings, 360 and 83 common shares were withheld by Trupanion at a price of $26.70 per share, which the footnotes state does not represent a sale by Dreyer. After these transactions, Dreyer directly owned 43,419 common shares.

Insider Trade Summary

1,825 shares exercised/converted

Mixed 6 txns

Insider DREYER EMILY

Role Chief Revenue Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit (RSU)	1,482	$0.00	--
Exercise	Restricted Stock Unit (RSU)	343	$0.00	--
Exercise	Common Stock	1,482	$0.00	--
Tax Withholding	Common Stock	360	$26.70	$10K
Exercise	Common Stock	343	$0.00	--
Tax Withholding	Common Stock	83	$26.70	$2K

Holdings After Transaction: Restricted Stock Unit (RSU) — 0 shares (Direct); Common Stock — 43,519 shares (Direct)

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 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. 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.

Form 4 Insider Transactions: What Each Field Means →

02/27/2026 - 08:02 PM

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

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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

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)
02/25/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/25/2026		M		1,482	A	⁽¹⁾	43,519	D
Common Stock	02/25/2026		F		360⁽²⁾	D	$26.7	43,159	D
Common Stock	02/25/2026		M		343	A	⁽¹⁾	43,502	D
Common Stock	02/25/2026		F		83⁽²⁾	D	$26.7	43,419	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (RSU)	⁽¹⁾	02/25/2026		M			1,482	⁽³⁾	02/25/2026⁽³⁾	Common Stock	1,482	$0	0	D
Restricted Stock Unit (RSU)	⁽¹⁾	02/25/2026		M			343	⁽⁴⁾	08/25/2027⁽⁴⁾	Common Stock	343	$0	2,058	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/ Lauren Welsh as attorney-in-fact for Emily Dreyer	02/27/2026
	** 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Trupanion (TRUP) report for Emily Dreyer?

Trupanion reported that Chief Revenue Officer Emily Dreyer had RSUs vest into common stock and some shares withheld for taxes. On February 25, 2026, 1,825 RSUs converted to common shares and 443 shares were withheld to satisfy income tax obligations, not as open-market sales.

How many Trupanion (TRUP) shares does Emily Dreyer own after this Form 4?

After these transactions, Emily Dreyer directly owned 43,419 Trupanion common shares. This reflects RSU conversions and shares withheld for tax obligations, as disclosed in the Form 4, and represents her updated direct ownership position following the February 25, 2026 equity events.

Were Emily Dreyer’s Trupanion (TRUP) transactions open-market sales?

The filing states the withheld shares were for tax obligations and do not represent a sale by Emily Dreyer. Shares marked with transaction code F were retained by Trupanion to satisfy income tax withholding tied to RSU vesting, rather than discretionary open-market selling.

What RSU grants are vesting for Trupanion (TRUP) executive Emily Dreyer?

Dreyer was granted 23,707 RSUs on February 28, 2022 and 5,489 RSUs on August 14, 2023. Each grant vests over time, with one-quarter vesting on specified initial dates, then one-sixteenth vesting quarterly, subject to her continued service with Trupanion through each vest date.

At what price were Trupanion (TRUP) shares withheld for Emily Dreyer’s taxes?

Shares withheld to cover Emily Dreyer’s tax obligations were valued at $26.70 per share. In total, 360 and 83 common shares were withheld at this price in connection with RSU vesting, according to the Form 4 transaction details and accompanying explanatory footnote.

How do Trupanion (TRUP) RSUs convert into common stock for Emily Dreyer?

The footnotes explain that each restricted stock unit converts into one share of Trupanion common stock. As RSUs vest on scheduled dates, they automatically convert at a one-for-one ratio, increasing Dreyer’s share ownership before any shares are withheld to satisfy income tax withholding requirements.