STOCK TITAN

Trupanion (NASDAQ: TRUP) director updates 1.44M indirect share holdings after loan default

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

Rhea-AI Filing Summary

TRUPANION, INC. director Darryl Rawlings reported an internal restructuring-related transaction involving indirectly held common stock. On May 6, 2026, Kuyashii Primary Equities LLC, an entity associated with him, received 1,359 shares after an event of default on a secured loan with stock pledged as collateral. Following this collateral delivery, Kuyashii Primary Equities LLC is shown as beneficially owning 1,435,340 shares of Trupanion common stock indirectly held for Rawlings.

Positive

  • None.

Negative

  • None.
Insider RAWLINGS DARRYL
Role null
Type Security Shares Price Value
Other Common Stock 1,359 $0.00 --
Holdings After Transaction: Common Stock — 1,435,340 shares (Indirect, By Kuyashii Primary Equities LLC)
Footnotes (1)
  1. The reporting person made a secured loan to a third party with stock pledged as collateral. The loan is to be repaid in installments. On May 6, 2026, after an event of default on the first installment, reporting person demanded delivery of shares attributable to the first installment. The total amount of securities beneficially owned by Kuyashii Primary Equities LLC has been adjusted to correct a scrivener's error. On May 7, 2024, a Form 4 was filed reporting a direct purchase of 20,700 shares by the reporting person; however, such shares were in fact purchased by Kuyashii Primary Equities LLC. This footnote (2) is made to correct the reporting of beneficial ownership.
Restructuring shares 1,359 shares Shares delivered as collateral on May 6, 2026
Price per share $0.00 Reported transaction price for 1,359 shares
Indirect holdings after transaction 1,435,340 shares Total Trupanion common stock beneficially owned via Kuyashii Primary Equities LLC
Restructuring share count 1,359 shares Classified as restructuring in transaction summary
secured loan financial
"The reporting person made a secured loan to a third party with stock pledged as collateral."
A secured loan is debt backed by a specific asset—such as property, equipment, or inventory—that the lender can seize if the borrower fails to repay. Think of it like pawning a watch for cash: the lender has a tangible fallback. For investors, secured loans matter because they reduce lender risk, typically carry lower interest and higher repayment priority in distress, and can affect a borrower’s credit profile and balance-sheet flexibility.
event of default financial
"On May 6, 2026, after an event of default on the first installment, reporting person demanded delivery of shares"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
beneficially owned financial
"The total amount of securities beneficially owned by Kuyashii Primary Equities LLC has been adjusted"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
scrivener's error financial
"has been adjusted to correct a scrivener's error."
indirect financial
"total_shares_following_transaction ... "ownership_type": "indirect""
SEC Form 4
FORM 4UNITED 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*
RAWLINGS DARRYL

(Last)(First)(Middle)
C/O TRUPANION, INC.
6100 4TH AVENUE SOUTH, SUITE 200

(Street)
SEATTLE WASHINGTON 98108

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
TRUPANION, INC. [ TRUP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/06/2026J1,359A(1)1,435,340(2)IBy Kuyashii Primary Equities LLC
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The reporting person made a secured loan to a third party with stock pledged as collateral. The loan is to be repaid in installments. On May 6, 2026, after an event of default on the first installment, reporting person demanded delivery of shares attributable to the first installment.
2. The total amount of securities beneficially owned by Kuyashii Primary Equities LLC has been adjusted to correct a scrivener's error. On May 7, 2024, a Form 4 was filed reporting a direct purchase of 20,700 shares by the reporting person; however, such shares were in fact purchased by Kuyashii Primary Equities LLC. This footnote (2) is made to correct the reporting of beneficial ownership.
Remarks:
/s/ Lauren Welsh as attorney-in-fact for Darryl Rawlings05/08/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did TRUP director Darryl Rawlings report in this Form 4 filing?

Darryl Rawlings reported an internal restructuring-type transaction involving 1,359 shares of Trupanion common stock. The shares were delivered to Kuyashii Primary Equities LLC after a secured loan default, changing how his indirect beneficial ownership through that entity is reported.

How many TRUP shares were involved in the collateral delivery on May 6, 2026?

The filing reports that 1,359 shares of Trupanion common stock were delivered to Kuyashii Primary Equities LLC. This occurred after an event of default on the first installment of a secured loan where stock had been pledged as collateral, triggering delivery of those shares.

Is this TRUP Form 4 an open-market buy or sell by Darryl Rawlings?

No, the Form 4 describes an “other” transaction, not an open-market trade. The 1,359 shares moved as collateral after a loan default, categorized as an internal restructuring event rather than a discretionary purchase or sale in the market by Rawlings.

What is Kuyashii Primary Equities LLC’s reported TRUP share ownership after this transaction?

After the transaction, Kuyashii Primary Equities LLC is reported as beneficially owning 1,435,340 shares of Trupanion common stock. These shares are held indirectly for Darryl Rawlings, reflecting ownership through the LLC rather than direct personal holdings in his own name.

What scrivener’s error did this TRUP Form 4 correct regarding prior ownership reporting?

The filing explains that a May 7, 2024 Form 4 mistakenly reported a direct purchase of 20,700 shares by Rawlings. In fact, those shares were purchased by Kuyashii Primary Equities LLC, so this correction shifts the reported beneficial ownership from direct to indirect via the LLC.