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[Form 4] TRUPANION, INC. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Trupanion, Inc. reported insider equity activity by its EVP, Trupanion International. On 11/24/2025, the executive acquired common stock through the vesting and conversion of restricted stock units (RSUs) and had shares withheld to cover taxes. Three RSU tranches converted into 528, 937 and 1,525 shares of common stock, all at an exercise price of $0, reflecting equity compensation rather than open-market purchases.

To satisfy income tax withholding related to these vestings, 248, 440 and 716 shares of common stock were withheld by the company at a price of $35.4 per share, which is explicitly stated as not representing sales by the reporting person. Following the reported transactions, the executive continued to hold several thousand shares of Trupanion common stock directly, as well as remaining unvested RSUs scheduled to vest over time, subject to continued service.

Positive

  • None.

Negative

  • None.
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*
WHEELER SIMON

(Last) (First) (Middle)
4TH FLOOR CHARTER HOUSE
WOODLANDS ROAD

(Street)
ALTRINCHAM X0 WA14 1HF

(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)
EVP, Trupanion International
3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025
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 11/24/2025 M 528 A (1) 19,583 D
Common Stock 11/24/2025 F 248(2) D $35.4 19,335 D
Common Stock 11/24/2025 M 937 A (1) 20,272 D
Common Stock 11/24/2025 F 440(2) D $35.4 19,832 D
Common Stock 11/24/2025 M 1,525 A (1) 21,357 D
Common Stock 11/24/2025 F 716(2) D $35.4 20,641 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) 11/24/2025 M 528 (3) 02/22/2027(3) Common Stock 528 $0 2,637 D
Restricted Stock Unit (RSU) (1) 11/24/2025 M 937 (4) 02/22/2026(4) Common Stock 937 $0 2,114 D
Restricted Stock Unit (RSU) (1) 11/24/2025 M 1,525 (5) 02/25/2028(5) Common Stock 1,525 $0 7,850 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 27, 2025, the reporting person was granted 4,219 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.
4. On February 27, 2024, the reporting person was granted 12,203 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 15,000 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/ Christina Poler as attorney-in-fact for Simon Wheeler 11/25/2025
** 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 transaction did Trupanion (TRUP) report in this Form 4?

The filing reports that an executive of Trupanion, Inc. (TRUP) had several tranches of restricted stock units (RSUs) vest on 11/24/2025, converting into shares of common stock, with a portion of those shares withheld to cover taxes.

How many Trupanion (TRUP) shares vested for the reporting person on 11/24/2025?

On 11/24/2025, RSU awards converted into 528, 937 and 1,525 shares of Trupanion common stock, reflecting three separate RSU grants that vested and settled into shares.

Were any Trupanion (TRUP) shares sold by the executive in this Form 4?

The filing states that 248, 440 and 716 shares of Trupanion common stock were withheld by the issuer at $35.4 per share to satisfy income tax withholding obligations, and clarifies that this does not represent a sale by the reporting person.

What RSU grants are described for the Trupanion (TRUP) executive?

The executive received RSU grants of 4,219 units on February 27, 2025 and grants of 12,203 and 15,000 units on February 27, 2024. These RSUs vest in scheduled fractions (such as 1/8th or 1/4th initially, then quarterly) and convert into Trupanion common stock subject to continued service.

What position does the reporting person hold at Trupanion (TRUP)?

The reporting person is listed as an Officer of Trupanion, Inc. with the title EVP, Trupanion International, indicating a senior executive role within the company.

How many Trupanion (TRUP) shares did the executive own after the transactions?

After the reported transactions on 11/24/2025, the Form 4 shows that the executive held direct ownership of common stock in amounts updated after each vesting and tax-withholding entry, with the final line indicating 20,641 shares of Trupanion common stock.

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