TRUP CEO reports RSU grant and tax share withholdings

Q: What equity awards did TRUP CEO Margaret Tooth report in this Form 4 for TRUP?

Margaret Tooth reported a grant of 65,497 restricted stock units (RSUs) on February 20, 2026 at $0.00 per unit. The RSUs vest in eighths starting May 22, 2026, then continue vesting quarterly, subject to her continued service.

Q: How do the new RSUs for TRUP’s CEO vest over time?

The 65,497 RSUs granted on February 20, 2026 vest as to 1/8 of the total shares on May 22, 2026. Thereafter, an additional 1/8 vests quarterly, conditioned on continued service through each vesting date.

Q: Were any of Margaret Tooth’s reported TRUP stock dispositions open-market sales?

The reported dispositions at $27.16 per share are described as shares withheld to cover income tax withholding and remittance obligations upon RSU vesting. A footnote states these entries do not represent a sale by the reporting person.

Q: What RSU-to-common-stock conversion rate is disclosed for TRUP awards?

The footnotes state that restricted stock units convert into common stock on a one-for-one basis. This means each vested RSU automatically converts into one share of TRUPANION, INC. common stock when it vests, subject to the applicable award terms.

Q: What earlier RSU grants to TRUP’s CEO are referenced in this Form 4?

Footnotes reference prior grants of 50,000 RSUs and 5,000 RSUs on February 27, 2024, 50,000 RSUs on February 27, 2025, and 48,679 RSUs on August 19, 2024. Each has its own vesting schedule tied to specified future vesting dates.

Q: Does this TRUP Form 4 show direct or indirect ownership for Margaret Tooth?

All transactions in the provided data are marked as direct ownership with the code “D.” There is no indication of indirect ownership through entities or family members in these specific entries, based on the ownership_type and nature_of_ownership fields.

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Rhea-AI Filing Summary

TRUPANION, INC. CEO and director Margaret Tooth reported a series of equity compensation transactions. On February 20, 2026, she was granted 65,497 restricted stock units (RSUs) at $0.00 per unit, which will vest in installments beginning May 22, 2026, subject to continued service.

On February 22, 2026, multiple RSU tranches were exercised and converted into common stock, and corresponding common stock entries show acquisitions at $0.00 per share reflecting those conversions. Separate entries report dispositions of common stock at $27.16 per share to satisfy income tax withholding obligations, and the footnotes clarify these withholdings do not represent sales by Tooth.

Insider Trade Summary

15,855 shares exercised/converted

Exercise 13 txns

Insider Tooth Margaret

Role CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit (RSU)	6,250	$0.00	$0.00
Exercise	Restricted Stock Unit (RSU)	313	$0.00	$0.00
Exercise	Restricted Stock Unit (RSU)	6,250	$0.00	$0.00
Exercise	Restricted Stock Unit (RSU)	3,042	$0.00	$0.00
Exercise	Common Stock	6,250	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,707	$27.16	$46K
Exercise	Common Stock	313	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	92	$27.16	$2K
Exercise	Common Stock	6,250	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,521	$27.16	$41K
Exercise	Common Stock	3,042	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	740	$27.16	$20K
Grant/Award	Restricted Stock Unit (RSU)	65,497	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit (RSU) — 123,422 contracts (Direct); Common Stock — 162,089 shares (Direct)

Footnotes (7)

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 20, 2026, the reporting person was granted 65,497 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.
F4. On February 27, 2024, the reporting person was granted 50,000 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.
F5. 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 22, 2025, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
F6. On February 27, 2025, the reporting person was granted 50,000 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.
F7. On August 19, 2024, the reporting person was granted 48,679 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 22, 2025, 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 equity awards did TRUP CEO Margaret Tooth report in this Form 4 for TRUP?

Margaret Tooth reported a grant of 65,497 restricted stock units (RSUs) on February 20, 2026 at $0.00 per unit. The RSUs vest in eighths starting May 22, 2026, then continue vesting quarterly, subject to her continued service.

How do the new RSUs for TRUP’s CEO vest over time?

The 65,497 RSUs granted on February 20, 2026 vest as to 1/8 of the total shares on May 22, 2026. Thereafter, an additional 1/8 vests quarterly, conditioned on continued service through each vesting date.

Were any of Margaret Tooth’s reported TRUP stock dispositions open-market sales?

The reported dispositions at $27.16 per share are described as shares withheld to cover income tax withholding and remittance obligations upon RSU vesting. A footnote states these entries do not represent a sale by the reporting person.

What RSU-to-common-stock conversion rate is disclosed for TRUP awards?

The footnotes state that restricted stock units convert into common stock on a one-for-one basis. This means each vested RSU automatically converts into one share of TRUPANION, INC. common stock when it vests, subject to the applicable award terms.

What earlier RSU grants to TRUP’s CEO are referenced in this Form 4?

Footnotes reference prior grants of 50,000 RSUs and 5,000 RSUs on February 27, 2024, 50,000 RSUs on February 27, 2025, and 48,679 RSUs on August 19, 2024. Each has its own vesting schedule tied to specified future vesting dates.

Does this TRUP Form 4 show direct or indirect ownership for Margaret Tooth?

All transactions in the provided data are marked as direct ownership with the code “D.” There is no indication of indirect ownership through entities or family members in these specific entries, based on the ownership_type and nature_of_ownership fields.

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Accepted by SEC EDGAR 02/24/2026 - 09:11 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^*

Tooth Margaret

(Last)

(First)

(Middle)

C/O TRUPANION, INC.

6100 4TH AVENUE SOUTH, 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

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)
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	02/22/2026		M		6,250	A	⁽¹⁾	156,544	D
Common Stock	02/22/2026		F		1,707⁽²⁾	D	$27.16	154,837	D
Common Stock	02/22/2026		M		313	A	⁽¹⁾	155,150	D
Common Stock	02/22/2026		F		92⁽²⁾	D	$27.16	155,058	D
Common Stock	02/22/2026		M		6,250	A	⁽¹⁾	161,308	D
Common Stock	02/22/2026		F		1,521⁽²⁾	D	$27.16	159,787	D
Common Stock	02/22/2026		M		3,042	A	⁽¹⁾	162,829	D
Common Stock	02/22/2026		F		740⁽²⁾	D	$27.16	162,089	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⁾	02/20/2026		A		65,497		⁽³⁾	02/22/2028⁽³⁾	Common Stock	65,497	$0	65,497	D
Restricted Stock Unit (RSU)	⁽¹⁾	02/22/2026		M			6,250	⁽⁴⁾	02/22/2026⁽⁴⁾	Common Stock	6,250	$0	0	D
Restricted Stock Unit (RSU)	⁽¹⁾	02/22/2026		M			313	⁽⁵⁾	02/22/2028⁽⁵⁾	Common Stock	313	$0	2,500	D
Restricted Stock Unit (RSU)	⁽¹⁾	02/22/2026		M			6,250	⁽⁶⁾	02/22/2027⁽⁶⁾	Common Stock	6,250	$0	25,000	D
Restricted Stock Unit (RSU)	⁽¹⁾	02/22/2026		M			3,042	⁽⁷⁾	08/22/2028⁽⁷⁾	Common Stock	3,042	$0	30,425	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 65,497 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 50,000 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, 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 22, 2025, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.

6. On February 27, 2025, the reporting person was granted 50,000 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.

7. On August 19, 2024, the reporting person was granted 48,679 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 22, 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 Margaret Tooth	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.

Source: View Original Filing on SEC EDGAR