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Trupanion (TRUP) CFO awarded 35,482 RSUs and withholds stock for tax obligations

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Trupanion, Inc. Chief Financial Officer Fawwad Qureshi reported multiple equity compensation transactions involving restricted stock units (RSUs) and common stock. On February 20, 2026, he was granted 35,482 RSUs that vest as to 1/8 of the total on May 22, 2026, then 1/8 quarterly, subject to continued service.

On February 22, 2026, several RSU awards vested and converted into common stock on a one-for-one basis, resulting in acquisitions of common shares at a price of $0.00 per share through derivative exercises. The filing also shows dispositions of 270, 1,467, and 92 common shares at $27.16 per share to satisfy tax withholding obligations in connection with those vestings, which the footnotes state do not represent sales by Qureshi in the open market.

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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*
Qureshi Fawwad

(Last) (First) (Middle)
6100 4TH AVENUE SOUTH
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 Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026
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)
Code V Amount (A) or (D) Price
Common Stock 02/22/2026 M 913 A (1) 913 D
Common Stock 02/22/2026 F 270(2) D $27.16 643 D
Common Stock 02/22/2026 M 5,248 A (1) 5,891 D
Common Stock 02/22/2026 F 1,467(2) D $27.16 4,424 D
Common Stock 02/22/2026 M 313 A (1) 4,737 D
Common Stock 02/22/2026 F 92(2) D $27.16 4,645 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) 02/20/2026 A 35,482 (3) 02/22/2028(3) Common Stock 35,482 $0 35,482 D
Restricted Stock Unit (RSU) (1) 02/22/2026 M 913 (4) 02/22/2026(4) Common Stock 913 $0 0 D
Restricted Stock Unit (RSU) (1) 02/22/2026 M 5,248 (5) 02/22/2027(5) Common Stock 5,248 $0 20,990 D
Restricted Stock Unit (RSU) (1) 02/22/2026 M 313 (6) 02/25/2028(6) Common Stock 313 $0 2,500 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 20, 2026, the reporting person was granted 35,482 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/8th of the total shares on May 22, 2026, after which 1/8th of the total shares vest quarterly, subject to continued service through each vest date.
4. On February 27, 2024, the reporting person was granted 7,304 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/8th of the total shares on May 22, 2024, after which 1/8th of the total shares vest quarterly, subject to continued service through each vest date.
5. On February 27, 2025, the reporting person was granted 41,980 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/8th of the total shares on May 22, 2025, after which 1/8th of the total shares vest quarterly, subject to continued service through each vest date.
6. On February 27, 2024, the reporting person was granted 5,000 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares on February 25, 2025, 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 Fawwad Qureshi 02/24/2026
** 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.

FAQ

What insider transactions did TRUP CFO Fawwad Qureshi report on this Form 4?

Fawwad Qureshi reported RSU grants, vesting, and related common stock transactions. He received 35,482 new RSUs and had several existing RSUs convert into common stock, with a portion of the resulting shares withheld to cover tax obligations.

How many restricted stock units were granted to TRUP CFO Fawwad Qureshi?

He was granted 35,482 restricted stock units. According to the filing, these RSUs vest 1/8 on May 22, 2026, with additional 1/8 portions vesting quarterly thereafter, contingent on his continued service with Trupanion through each vesting date.

What is the vesting schedule for Fawwad Qureshi’s new 35,482 TRUP RSUs?

The 35,482 RSUs vest 1/8 on May 22, 2026, then 1/8 quarterly. Each vested RSU converts into one share of Trupanion common stock, provided Qureshi remains in service with the company through each scheduled vesting date.

Were any of Fawwad Qureshi’s TRUP transactions open market sales?

The filing describes dispositions coded “F” as tax withholding, not open market sales. Shares were withheld by Trupanion to satisfy income tax obligations triggered by RSU vesting, as explicitly stated in the explanatory footnote.

At what price were TRUP shares withheld to cover Fawwad Qureshi’s taxes?

Common shares withheld for taxes were valued at $27.16 per share. The Form 4 shows dispositions of 270, 1,467, and 92 shares at that price to satisfy income tax withholding and remittance obligations related to RSU vesting.

How do Fawwad Qureshi’s RSUs convert into TRUP common stock?

Each restricted stock unit converts into one share of Trupanion common stock. This one-for-one conversion occurs as RSUs vest according to their individual schedules, provided Qureshi continues his service through the applicable vesting dates.
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