Trupanion (TRUP) CEO RSUs convert to stock as shares withheld for taxes

Rhea-AI Filing Summary

Trupanion, Inc. CEO Margaret Tooth reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. On February 25, 2026, RSUs converted into 3,266 and 1,250 shares of common stock on a one-for-one basis, reflecting previously granted awards.

To cover income tax obligations from these vestings, the company withheld 1,285 and 491 common shares at $26.70 per share, which the disclosure states does not represent a sale by the CEO. Following these transactions, Margaret Tooth directly owned 164,829 Trupanion common shares.

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

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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 WA 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)
02/25/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2026		M		3,266	A	(1)	165,355	D
Common Stock	02/25/2026		F		1,285(2)	D	$26.7	164,070	D
Common Stock	02/25/2026		M		1,250	A	(1)	165,320	D
Common Stock	02/25/2026		F		491(2)	D	$26.7	164,829	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)	02/25/2026		M			3,266	(3)	02/25/2026(3)	Common Stock	3,266	$0	0	D
Restricted Stock Unit (RSU)	(1)	02/25/2026		M			1,250	(4)	08/25/2027(4)	Common Stock	1,250	$0	7,500	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 28, 2022, the Reporting Person was granted 52,250 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, 2023, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.

4. On August 14, 2023, 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 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 Margaret Tooth	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did TRUP CEO Margaret Tooth report on February 25, 2026?

Margaret Tooth reported RSU vesting that converted into common stock and related tax withholding. RSUs converted into 3,266 and 1,250 shares, while 1,285 and 491 shares were withheld by Trupanion to satisfy income tax obligations tied to these equity awards.

Did the TRUP CEO sell shares in this Form 4 filing?

The filing states the CEO did not sell shares. Instead, Trupanion withheld 1,285 and 491 shares at $26.70 per share to satisfy income tax withholding and remittance obligations triggered by RSU vesting, which the disclosure clarifies is not a sale by her.

How many Trupanion RSUs vested for CEO Margaret Tooth in February 2026?

Two RSU tranches vested and converted into common stock. One tranche converted 3,266 shares and another converted 1,250 shares, both on a one-for-one basis into Trupanion common stock, reflecting previously granted long-term equity incentive awards subject to service-based vesting conditions.

What is the RSU-to-common-stock conversion ratio for TRUP awards?

Each Trupanion RSU converts into one share of common stock. A footnote states restricted stock units convert into common stock on a one-for-one basis, meaning every vested RSU becomes a single share, simplifying how investors interpret these equity compensation disclosures over time.

How many Trupanion shares did the CEO own after these RSU transactions?

After the reported RSU conversions and tax-withholding share transfers, Margaret Tooth directly owned 164,829 shares of Trupanion common stock. This total reflects her updated direct holdings following the equity award vesting and the shares withheld by the company for income tax obligations.

What prior RSU grants to the TRUP CEO are referenced in this filing?

The filing references a 52,250-RSU grant from February 28, 2022 and a 20,000-RSU grant from August 14, 2023. Each grant vests 25% on an initial anniversary date, then 1/16 of the total quarterly, subject to continued service through each scheduled vesting date.