Trupanion (TRUP) CFO sells 6,177 shares after RSU vesting under 10b5-1 plan
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
TRUPANION, INC. Chief Financial Officer Fawwad Qureshi reported a mix of equity compensation vesting, tax withholding, and stock sales. On May 22 and May 25, 2026, he exercised restricted stock units to acquire a total of 13,744 shares of common stock at a conversion price of $0.00 per share. To cover income tax obligations tied to these vestings, the issuer withheld a total of 5,486 shares, which the filing clarifies do not represent sales by Qureshi.
On May 27, 2026, Qureshi sold an aggregate of 6,177 shares of common stock in open-market transactions at weighted average prices of about $22.63 and $22.17 per share, executed under a pre-arranged Rule 10b5-1 trading plan adopted on May 19, 2025. Following these transactions, he directly holds 2,081 shares of common stock. The filing also shows continuing holdings of restricted stock units that convert into common stock on a one-for-one basis, including 31,047 RSUs from a prior grant.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 6,177 shares ($137,016)
Net Sell
14 txns
Insider
Qureshi Fawwad
Role
Chief Financial Officer
Sold
6,177 shs ($137K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 6,007 | $22.1691 | $133K |
| Sale | Common Stock | 170 | $22.625 | $4K |
| Exercise | Restricted Stock Unit (RSU) | 3,750 | $0.00 | -- |
| Exercise | Common Stock | 3,750 | $0.00 | -- |
| Tax Withholding | Common Stock | 1,497 | $21.86 | $33K |
| Exercise | Restricted Stock Unit (RSU) | 312 | $0.00 | -- |
| Exercise | Restricted Stock Unit (RSU) | 5,247 | $0.00 | -- |
| Exercise | Restricted Stock Unit (RSU) | 4,435 | $0.00 | -- |
| Exercise | Common Stock | 312 | $0.00 | -- |
| Tax Withholding | Common Stock | 124 | $21.98 | $3K |
| Exercise | Common Stock | 5,247 | $0.00 | -- |
| Tax Withholding | Common Stock | 2,095 | $21.98 | $46K |
| Exercise | Common Stock | 4,435 | $0.00 | -- |
| Tax Withholding | Common Stock | 1,770 | $21.98 | $39K |
Holdings After Transaction:
Common Stock — 2,251 shares (Direct, null);
Restricted Stock Unit (RSU) — 22,500 shares (Direct, null)
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. The sale reported is effected pursuant to a Rule 10b5-1 trading plan adopted by reporting person on May 19, 2025, in order to implement a plan of financial diversification. Accordingly, the reporting person had no discretion with regard to the timing of the transaction. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.50 to $22.50 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4). 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. 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. 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. On November 13, 2023, the reporting person was granted 60,000 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares on 11/25/24, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
Key Figures
Shares sold: 6,177 shares
Sale price tranche 1: $22.6250 per share
Sale price tranche 2: $22.1691 per share
+4 more
7 metrics
Shares sold
6,177 shares
Open-market sales on May 27, 2026
Sale price tranche 1
$22.6250 per share
170 shares of common stock sold
Sale price tranche 2
$22.1691 per share
6,007 shares of common stock sold
RSU exercises
13,744 shares
Common stock acquired via RSU exercises on May 22 and 25, 2026
Tax-withholding shares
5,486 shares
Shares withheld to satisfy income tax obligations
Post-transaction holdings
2,081 shares
Common stock directly held after May 27, 2026 trades
Outstanding RSUs from one grant
31,047 RSUs
Restricted stock units remaining from November 13, 2023 grant
Key Terms
Restricted stock units, Rule 10b5-1 trading plan, tax withholding, weighted average price, +1 more
5 terms
Restricted stock units financial
"Restricted stock units convert into common stock on a one-for-one basis."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Rule 10b5-1 trading plan financial
"The sale reported is effected pursuant to a Rule 10b5-1 trading plan adopted by reporting person on May 19, 2025"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
tax withholding financial
"shares of common stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
weighted average price financial
"The reported price in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
derivative exercise/conversion financial
"transaction_action: derivative exercise/conversion"
FAQ
What transactions did TRUP (Trupanion) CFO Fawwad Qureshi report on this Form 4?
The CFO reported RSU vesting, related tax-withholding dispositions, and open-market sales. He exercised restricted stock units into 13,744 common shares, had 5,486 shares withheld for taxes, and sold 6,177 shares in the market under a pre-arranged Rule 10b5-1 trading plan.
Were the TRUP CFO’s stock sales discretionary or under a Rule 10b5-1 plan?
The sales were executed under a Rule 10b5-1 trading plan adopted on May 19, 2025. The filing states the CFO had no discretion over the timing, indicating the transactions followed a pre-planned diversification strategy rather than ad hoc trading decisions.
What do the tax-withholding transactions in the TRUP Form 4 represent?
Tax-withholding entries represent shares withheld by the issuer to satisfy income tax obligations from RSU vesting. The filing explicitly notes these dispositions, totaling 5,486 shares, do not represent sales by the CFO but rather shares delivered to meet tax and remittance requirements.
What ongoing equity compensation does the TRUP CFO retain after these Form 4 transactions?
The CFO retains multiple grants of restricted stock units that convert into common stock one-for-one as they vest. These include a grant with 31,047 RSUs remaining outstanding, along with other RSU awards that vest over time subject to continued service conditions.