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Trupanion (NASDAQ: TRUP) CAO logs 6,430 RSU vesting and tax withholdings

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

Rhea-AI Filing Summary

TRUPANION, INC. (TRUP) reported that Chief Administration Officer Brenna McGibney had restricted stock units vest on August 22 and 25, 2026, converting a total of 6,430 RSUs into common stock. To cover income tax withholding, the issuer withheld 3,438 common shares at prices of $31.76 and $31.84 per share, which the company states do not represent a sale by McGibney. All transactions were non‑open‑market RSU vesting, with no reported discretionary share sales.

Positive

  • None.

Negative

  • None.
Insider MCGIBNEY BRENNA
Role Chief Administration Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit (RSU) F1, F6 234 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F7 31 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F8 17 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F9 338 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F10 27 $0.00 $0.00
Exercise Common Stock F1 234 -- --
Tax Withholding Common Stock F2 125 $31.84 $4K
Exercise Common Stock F1 31 -- --
Tax Withholding Common Stock F2 16 $31.84 $509.44
Exercise Common Stock F1 17 -- --
Tax Withholding Common Stock F2 9 $31.84 $286.56
Exercise Common Stock F1 338 -- --
Tax Withholding Common Stock F2 180 $31.84 $6K
Exercise Common Stock F1 27 -- --
Tax Withholding Common Stock F2 14 $31.84 $445.76
Exercise Restricted Stock Unit (RSU) F1, F3 1,250 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F4 1,881 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F5 2,652 $0.00 $0.00
Exercise Common Stock F1 1,250 -- --
Tax Withholding Common Stock F2 669 $31.76 $21K
Exercise Common Stock F1 1,881 -- --
Tax Withholding Common Stock F2 1,006 $31.76 $32K
Exercise Common Stock F1 2,652 -- --
Tax Withholding Common Stock F2 1,419 $31.76 $45K
Holdings After Transaction: Restricted Stock Unit (RSU) — 28,749 shares (Direct); Common Stock — 14,437 shares (Direct)
Footnotes (10)
  1. F1. Restricted stock units convert into common stock on a one-for-one basis.
  2. 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.
  3. F3. On February 27, 2024, the reporting person was granted 20,000 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.
  4. F4. On February 27, 2025, the reporting person was granted 15,053 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.
  5. F5. On February 20, 2026, the reporting person was granted 21,212 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.
  6. F6. On August 12, 2022, the reporting person was granted 3,738 restricted stock units (RSUs). The RSUs vest and will convert to common stock of the Issuer as to 1/4th of the total shares on August 25, 2023, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
  7. F7. On February 27, 2023, the reporting person was granted 495 restricted stock units (RSUs). The RSUs vest and will convert to common stock of the Issuer as to 1/4th of the total shares on February 25, 2024, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
  8. F8. On May 15, 2023, the reporting person was granted 277 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on May 25, 2024, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
  9. F9. On August 14, 2023, the reporting person was granted 5,410 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 25, 2024, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
  10. F10. On August 14, 2023, the reporting person was granted 434 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 25, 2024, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
RSUs converted to common stock 6,430 shares Total derivative exercises (code M) reported for August 22 and 25, 2026
Shares withheld for taxes 3,438 shares Total code F dispositions for income tax withholding on August 22 and 25, 2026
Tax withholding price August 22, 2026 $31.76 per share Common shares withheld (code F) to satisfy income tax obligations
Tax withholding price August 25, 2026 $31.84 per share Common shares withheld (code F) to satisfy income tax obligations
RSU grant size February 27, 2024 20,000 RSUs Grant to reporting person, vesting 1/4 on February 25, 2025, then 1/16 quarterly
RSU grant size February 27, 2025 15,053 RSUs Grant to reporting person, vesting 1/8 on May 22, 2025, then 1/8 quarterly
RSU grant size February 20, 2026 21,212 RSUs Grant to reporting person, vesting 1/8 on May 22, 2026, then 1/8 quarterly
Restricted Stock Unit (RSU) financial
"Restricted stock units convert into common stock on a one-for-one basis."
A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.
income tax withholding and remittance obligations financial
"shares of common stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations"
Form 4 regulatory
"This Form 4 discloses the shares of common stock that have been withheld"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
vest and convert into common stock financial
"The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares"

FAQ

What did TRUP executive Brenna McGibney report in this Form 4 for TRUP?
Brenna McGibney reported the vesting of 6,430 restricted stock units (RSUs) into Trupanion common stock on August 22 and 25, 2026, along with related share withholdings to satisfy income tax obligations.

How many TRUP RSUs vested for Brenna McGibney in August 2026?
A total of 6,430 RSUs vested and converted into Trupanion common stock for Brenna McGibney, consisting of multiple RSU grants with portions vesting on August 22, 2026 and August 25, 2026.

How many TRUP shares were withheld for taxes in Brenna McGibney’s Form 4?
The company withheld 3,438 common shares of Trupanion to satisfy income tax withholding and remittance obligations associated with the RSU vesting, according to the Form 4 transaction summary and footnote F2.

Were any of Brenna McGibney’s TRUP transactions open-market sales?
No. Footnote F2 states that the reported dispositions are shares withheld by the issuer for tax withholding and remittance and “do not represent a sale by the reporting person.” The transactions relate to RSU vesting, not open‑market selling.

At what prices were TRUP shares withheld for Brenna McGibney’s taxes?
Shares were withheld at per‑share prices of $31.76 and $31.84 in connection with the RSU vesting events on August 22, 2026 and August 25, 2026, respectively, as reported in the Form 4.

What RSU grant sizes are referenced for Brenna McGibney in this TRUP Form 4?
Footnotes reference RSU grants of 20,000 units (February 27, 2024), 15,053 units (February 27, 2025), and 21,212 units (February 20, 2026), each vesting over time with quarterly vesting schedules subject to continued service.

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Form 4 Insider Transactions: What Each Field Means →
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*
MCGIBNEY BRENNA
(Last)(First)(Middle)
309-1277 LYNN VALLEY ROAD
(Street)
NORTH VANCOUVERV7J 0A2
(City)(State)(Zip)
BRITISH COLUMBIA, CANADA
(Country)		2. Issuer Name and Ticker or Trading Symbol
TRUPANION, INC. [ TRUP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Administration Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/22/2026		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 Stock08/22/2026M1,250A(1)12,695D
Common Stock08/22/2026F669(2)D$31.7612,026D
Common Stock08/22/2026M1,881A(1)13,907D
Common Stock08/22/2026F1,006(2)D$31.7612,901D
Common Stock08/22/2026M2,652A(1)15,553D
Common Stock08/22/2026F1,419(2)D$31.7614,134D
Common Stock08/25/2026M234A(1)14,368D
Common Stock08/25/2026F125(2)D$31.8414,243D
Common Stock08/25/2026M31A(1)14,274D
Common Stock08/25/2026F16(2)D$31.8414,258D
Common Stock08/25/2026M17A(1)14,275D
Common Stock08/25/2026F9(2)D$31.8414,266D
Common Stock08/25/2026M338A(1)14,604D
Common Stock08/25/2026F180(2)D$31.8414,424D
Common Stock08/25/2026M27A(1)14,451D
Common Stock08/25/2026F14(2)D$31.8414,437D
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
Restricted Stock Unit (RSU)(1)08/22/2026M1,250 (3)02/25/2028(3)Common Stock1,250$07,500D
Restricted Stock Unit (RSU)(1)08/22/2026M1,881 (4)02/22/2027(4)Common Stock1,881$03,764D
Restricted Stock Unit (RSU)(1)08/22/2026M2,652 (5)02/22/2028(5)Common Stock2,652$015,909D
Restricted Stock Unit (RSU)(1)08/25/2026M234 (6)08/25/2026(6)Common Stock234$00D
Restricted Stock Unit (RSU)(1)08/25/2026M31 (7)02/25/2027(7)Common Stock31$062D
Restricted Stock Unit (RSU)(1)08/25/2026M17 (8)05/25/2027(8)Common Stock17$052D
Restricted Stock Unit (RSU)(1)08/25/2026M338 (9)08/25/2027(9)Common Stock338$01,353D
Restricted Stock Unit (RSU)(1)08/25/2026M27 (10)08/25/2027(10)Common Stock27$0109D
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, 2024, the reporting person was granted 20,000 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.
4. On February 27, 2025, the reporting person was granted 15,053 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.
5. On February 20, 2026, the reporting person was granted 21,212 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.
6. On August 12, 2022, the reporting person was granted 3,738 restricted stock units (RSUs). The RSUs vest and will convert to common stock of the Issuer as to 1/4th of the total shares on August 25, 2023, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
7. On February 27, 2023, the reporting person was granted 495 restricted stock units (RSUs). The RSUs vest and will convert to common stock of the Issuer as to 1/4th of the total shares on February 25, 2024, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
8. On May 15, 2023, the reporting person was granted 277 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on May 25, 2024, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
9. On August 14, 2023, the reporting person was granted 5,410 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 25, 2024, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
10. On August 14, 2023, the reporting person was granted 434 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 25, 2024, 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 Brenna McGibney08/26/2026
** 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)

Source: View Original Filing on SEC EDGAR