TRUP Form 4: Director Rawlings disposes of 50,000 shares, retains 1.41M indirect stake

Rhea-AI Filing Summary

Darryl Rawlings, a director of Trupanion, Inc. (TRUP), reported two open-market sales of common stock. On 09/03/2025 he sold 19,631 shares at a weighted-average price of $44.7876, after which his indirect beneficial ownership through Kuyashii Primary Equities LLC was 1,443,650 shares. On 09/04/2025 he sold an additional 30,369 shares at a weighted-average price of $44.7002, leaving 1,413,281 indirectly beneficially owned. The Form 4 was signed by Christina Poler as attorney-in-fact on 09/05/2025. Footnotes state each reported price is a weighted average from multiple transactions and that the reporting person will provide transaction-level price breakdowns on request.

Positive

• Full disclosure provided with weighted-average prices and an offer to supply per-trade breakdowns on request
• Substantial continuing indirect ownership remains: 1,413,281 shares held via Kuyashii Primary Equities LLC after reported sales

Negative

• Insider disposed of 50,000 shares (19,631 and 30,369) in two days at weighted-average prices of $44.7876 and $44.7002
• No explicit check indicating a 10b5-1 trading plan is marked on the form, so the sales appear as open-market transactions

Insights

Financial Analyst

TL;DR: Routine director stock sales totaling 50,000 shares at ~ $44.75 each; substantial indirect holding remains.

The two open-market dispositions (19,631 and 30,369 shares) are presented with weighted-average prices and reduce indirect holdings from 1,463,???. The filing confirms ongoing indirect ownership of 1,413,281 shares via Kuyashii Primary Equities LLC after the second sale. These transactions are described as multiple trades aggregated into weighted averages; the filer offers to provide the per-trade breakdown on request. From an analytics perspective, this is a straightforward liquidity event by an insider without additional context on motive or a pre-arranged plan disclosed in the filing.

Corporate Governance Expert

TL;DR: Insider sales were properly disclosed with attorney-in-fact signature; no indications of policy breaches in the filing.

The Form 4 documents compliant disclosure of two sales and includes the required explanatory footnotes and attorney-in-fact signature. Ownership is reported as indirect through Kuyashii Primary Equities LLC, and the filer confirms availability of detailed transaction pricing if requested. The filing does not reference a 10b5-1 plan election box, so no affirmative defense is explicitly shown. As presented, the disclosure meets Section 16 reporting requirements and raises no procedural governance flags in itself.

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^*

RAWLINGS DARRYL

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		S		19,631	D	$44.7876(1)	1,443,650	I	By Kuyashii Primary Equities LLC
Common Stock	09/04/2025		S		30,369	D	$44.7002(2)	1,413,281	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.75 to $45.21 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1).

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.43 to $44.96 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2).

Remarks:

	/s/ Christina Poler as attorney-in-fact for Darryl Rawlings	09/05/2025
	** 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 did TRUP director Darryl Rawlings report on Form 4?

He reported two open-market sales: 19,631 shares on 09/03/2025 at a weighted-average price of $44.7876 and 30,369 shares on 09/04/2025 at $44.7002.

How many Trupanion shares does Rawlings beneficially own after the sales?

Following the 09/04/2025 sale, he reports indirect beneficial ownership of 1,413,281 shares via Kuyashii Primary Equities LLC.

Who signed the Form 4 and when?

The form was signed by Christina Poler as attorney-in-fact for Darryl Rawlings on 09/05/2025.

Are the per-trade prices available?

The filing notes the reported prices are weighted averages across multiple transactions and states the reporting person will provide a per-trade breakdown to the issuer, security holders, or the SEC upon request.

Were the sales marked as part of a 10b5-1 plan on the Form 4?

The filing does not indicate that the transactions were made pursuant to a 10b5-1 trading plan.