Trupanion (NASDAQ: TRUP) COO reports RSU vesting and tax withholding
Rhea-AI Filing Summary
TRUPANION, INC. Chief Operating Officer John R. Gallagher reported a series of equity compensation transactions involving restricted stock units and common stock on May 22 and 25, 2026.
Gallagher exercised derivative awards to acquire a total of 6,793 shares of common stock, according to the transaction summary. In connection with these vestings, 1,651 shares of common stock were withheld by the company to satisfy income tax withholding and remittance obligations at prices of about $21.98 and $21.86 per share. A footnote clarifies that these tax-withholding entries do not represent open-market sales by Gallagher.
After these transactions, Gallagher directly holds 36,291 shares of Trupanion common stock, reflecting routine equity compensation vesting and associated tax settlements rather than discretionary market buying or selling.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 5,142 shares
Net Buy
18 txns
Insider
GALLAGHER JOHN R
Role
Chief Operating Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit (RSU) | 29 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit (RSU) | 451 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit (RSU) | 45 | $0.00 | $0.00 |
| Exercise | Common Stock | 29 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 7 | $21.86 | $153.02 |
| Exercise | Common Stock | 451 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 109 | $21.86 | $2K |
| Exercise | Common Stock | 45 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 10 | $21.86 | $218.60 |
| Exercise | Restricted Stock Unit (RSU) | 865 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit (RSU) | 3,327 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit (RSU) | 2,076 | $0.00 | $0.00 |
| Exercise | Common Stock | 865 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 210 | $21.98 | $5K |
| Exercise | Common Stock | 3,327 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 810 | $21.98 | $18K |
| Exercise | Common Stock | 2,076 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 505 | $21.98 | $11K |
Holdings After Transaction:
Restricted Stock Unit (RSU) — 35,763 shares (Direct);
Common Stock — 36,668 shares (Direct)
Footnotes (8)
- F1. Restricted stock units convert into common stock on a one-for-one basis.
- 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.
- F3. On November 12, 2024, the reporting person was granted 13,838 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares on November 22, 2025, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
- F4. On February 27, 2025, the reporting person was granted 26,619 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.
- F5. On February 20, 2026, the reporting person was granted 16,609 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.
- F6. On May 15, 2023, the reporting person was granted 460 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.
- F7. On August 14, 2023, the reporting person was granted 7,223 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.
- F8. On August 14, 2023, the reporting person was granted 721 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.
Key Figures
RSU exercises: 6,793 shares
Tax withholding shares: 1,651 shares
Tax withholding price: $21.98 per share
+3 more
6 metrics
RSU exercises
6,793 shares
Derivative exercises and conversions reported for May 22–25, 2026
Tax withholding shares
1,651 shares
Shares withheld to satisfy income tax obligations on RSU vesting
Tax withholding price
$21.98 per share
F-code dispositions on May 22, 2026
Tax withholding price
$21.86 per share
F-code dispositions on May 25, 2026
Post-transaction holdings
36,291 shares
Common stock directly owned after reported transactions
RSU conversion ratio
1:1
Restricted stock units convert into common stock one-for-one
Key Terms
Restricted stock units (RSUs), tax withholding, derivative security, vesting, +1 more
5 terms
Restricted stock units (RSUs) financial
"On November 12, 2024, the reporting person was granted 13,838 restricted stock units (RSUs)."
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
tax withholding financial
"shares of common stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
vesting financial
"The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did TRUP COO John R. Gallagher report in this Form 4?
John R. Gallagher reported routine equity compensation activity. He exercised restricted stock unit awards into Trupanion common stock, and shares were withheld by the company to cover tax obligations associated with those vestings, rather than representing open-market stock sales.
Were any of the TRUP COO’s reported transactions open-market stock sales?
The filing indicates no open-market sales. Footnotes state that 1,651 shares were withheld by Trupanion to satisfy income tax withholding and remittance obligations on RSU vesting, and that these tax-withholding entries do not represent sales by the reporting person.
What do the RSU footnotes in the TRUP Form 4 explain?
The footnotes explain grant dates and vesting schedules for several RSU awards. They note that restricted stock units convert into common stock on a one-for-one basis and vest in tranches over time, subject to Gallagher’s continued service with Trupanion through each vesting date.