Trupanion CLO exercises RSUs, withholds shares for tax

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Form Type

Rhea-AI Filing Summary

TRUPANION, INC. Chief Legal Officer Asher Bearman reported routine equity compensation activity involving restricted stock units that convert into common stock on a one-for-one basis. On February 25, 2026, RSU conversions delivered 180 and 125 common shares at a stated price of $0.00 per share.

To satisfy income tax withholding tied to these vestings, the company withheld 68 and 48 common shares at $26.70 per share, which footnotes state do not represent sales by the insider. Following these transactions, Bearman directly owned 70,479 shares of Trupanion common stock.

Insider Trade Summary

305 shares exercised/converted

Exercise 6 txns

Insider BEARMAN ASHER

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit (RSU)	180	$0.00	$0.00
Exercise	Restricted Stock Unit (RSU)	125	$0.00	$0.00
Exercise	Common Stock	180	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	68	$26.70	$2K
Exercise	Common Stock	125	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	48	$26.70	$1K

Holdings After Transaction: Restricted Stock Unit (RSU) — 750 contracts (Direct); Common Stock — 70,479 shares (Direct)

Footnotes (4)

F1. Restricted stock units convert into common stock on a one-for-one basis.
F2. 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.
F3. On February 28, 2022, the Reporting Person was granted 2,881 restricted stock units (RSUs). The RSUs vest and will convert to 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.
F4. On August 14, 2023, the Reporting Person was granted 1,999 restricted stock units (RSUs). The RSUs vest and will convert to 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did TRUP Chief Legal Officer Asher Bearman report?

Asher Bearman reported RSU vesting and related share movements on February 25, 2026. Restricted stock units converted to Trupanion common stock, and a portion of those shares was withheld by the company to cover tax obligations associated with the vesting event.

Were any TRUP shares actually sold by the insider in this Form 4?

The filing states the withheld shares do not represent a sale by the reporting person. Shares were withheld by Trupanion to satisfy income tax withholding and remittance obligations tied to RSU vesting, rather than being sold by Asher Bearman in the open market.

How many Trupanion common shares did Asher Bearman hold after these transactions?

After the reported February 25, 2026 transactions, Asher Bearman directly owned 70,479 shares of Trupanion common stock. This figure reflects the RSU conversions into common shares and the shares withheld by the company for tax obligations disclosed in the Form 4.

What RSU vesting terms are disclosed for TRUP Chief Legal Officer grants?

One grant of 2,881 RSUs vests 1/4 on February 25, 2023, then 1/16 quarterly, subject to continued service. Another grant of 1,999 RSUs vests 1/4 on August 25, 2024, then 1/16 quarterly, also subject to continued service through each vest date.

What does transaction code F mean in this Trupanion Form 4 filing?

Code F indicates shares used to pay exercise price or tax liability. Here, footnotes explain the F transactions represent common shares withheld by Trupanion to meet income tax withholding and remittance obligations on RSU vesting, not discretionary stock sales by the insider.

How do TRUP restricted stock units convert into common shares?

Footnotes explain Trupanion restricted stock units convert into common stock on a one-for-one basis. As RSUs vest on scheduled dates, each vested unit becomes one share of Trupanion common stock, subject to any share withholdings for income tax obligations at the time of vesting.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/27/2026 - 08:02 PM EST

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
Estimated average burden
hours per response:			0.5

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^*

BEARMAN ASHER

(Last)

(First)

(Middle)

C/O TRUPANION, INC.

6100 4TH AVENUE S, 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 Legal 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		180	A	⁽¹⁾	70,470	D
Common Stock	02/25/2026		F		68⁽²⁾	D	$26.7	70,402	D
Common Stock	02/25/2026		M		125	A	⁽¹⁾	70,527	D
Common Stock	02/25/2026		F		48⁽²⁾	D	$26.7	70,479	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			180	⁽³⁾	02/25/2026⁽³⁾	Common Stock	180	$0	0	D
Restricted Stock Unit (RSU)	⁽¹⁾	02/25/2026		M			125	⁽⁴⁾	08/25/2027⁽⁴⁾	Common Stock	125	$0	750	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 2,881 restricted stock units (RSUs). The RSUs vest and will convert to 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 1,999 restricted stock units (RSUs). The RSUs vest and will convert to 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 Asher Bearman	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