[Form 4] Trupanion, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider transactions by Brenna McGibney, Chief Administration Officer at Trupanion, Inc. (TRUP). The Form 4 reports a sale of 2,390 shares of common stock on 06/02/2025 at $45.17 per share. On 08/22/2025 the filing discloses multiple restricted stock unit (RSU) vesting events and related withholding: the reporting person was granted RSUs in 2024 and 2025 that converted into common stock, with shares withheld to satisfy tax withholding obligations (these withheld shares are not sales). Post-transactions, non-derivative beneficial ownership totals are shown across several lines, with the last reported direct common stock holdings at 3,402 shares. The Form 4 is signed by an attorney-in-fact on behalf of McGibney.

Positive

• RSU vesting occurred as scheduled, converting restricted stock units into common stock under documented grant schedules
• Tax withholding was handled by the issuer via share withholding, rather than open-market sales of vested shares

Negative

• Reported sale of 2,390 shares on 06/02/2025 at $45.17 reduced the reporting person’s direct holdings
• Several vested RSUs had shares withheld, which decreases the net shares received by the reporting person

Insights

Securities Analyst

TL;DR: Routine executive stock sale and RSU vesting; withholding used for taxes rather than market sales.

The Form 4 documents a sold block of 2,390 shares at $45.17 and multiple RSU-related transactions on 08/22/2025 where RSUs vested and shares were withheld for tax remittance. This is a standard disclosure for executive compensation liquidity and tax compliance. No option exercises or new purchases are reported. The filing does not indicate any change in employment or special arrangements beyond standard vesting schedules.

Executive Compensation Specialist

TL;DR: RSU grants from 2024 and 2025 vested according to schedule; withholding reduced net share receipt.

The explanatory notes confirm RSU grants: 20,000 (2024), 15,053 (2025) and 10,829 (2024) with staggered vesting schedules. The Form 4 shows conversion of vested RSUs into common stock on a one-for-one basis and issuer withholding of shares to meet tax obligations. The disclosed vesting and withholding are consistent with typical equity compensation administration and do not represent market sales by the reporting person except for the June sale.

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

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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^*

MCGIBNEY BRENNA

(Last) (First) (Middle)

309-1277 LYNN VALLEY ROAD

(Street)

NORTH VANCOUVER A1 V7J 0A2

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Administration Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2025

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	06/02/2025		S		2,390	D	$45.17	1,317	D
Common Stock	08/22/2025		M		1,250	A	(1)	2,567	D
Common Stock	08/22/2025		F		669(2)	D	$46.63	1,898	D
Common Stock	08/22/2025		M		1,882	A	(1)	3,780	D
Common Stock	08/22/2025		F		1,007(2)	D	$46.63	2,773	D
Common Stock	08/22/2025		M		1,353	A	(1)	4,126	D
Common Stock	08/22/2025		F		724(2)	D	$46.63	3,402	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)	08/22/2025		M			1,250	(3)	02/25/2028(3)	Common Stock	1,250	$0	12,500	D
Restricted Stock Unit (RSU)	(1)	08/22/2025		M			1,882	(4)	02/22/2027(4)	Common Stock	1,882	$0	11,290	D
Restricted Stock Unit (RSU)	(1)	08/22/2025		M			1,353	(5)	02/22/2026(5)	Common Stock	1,353	$0	2,708	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 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 27, 2024, the reporting person was granted 10,829 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, 2024, after which 1/8th of the total shares vest quarterly, subject to continued service through each vest date.

Remarks:

	/s/ Christina Poler as attorney-in-fact for Brenna McGibney	08/26/2025
	** 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).
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FAQ

How many shares did Brenna McGibney sell on the Form 4 for TRUP?

The Form 4 reports a sale of 2,390 shares of Trupanion common stock on 06/02/2025 at $45.17 per share.

Were any RSUs vested and converted to common stock for TRUP in this filing?

Yes. The filing discloses multiple RSU vesting events on 08/22/2025 that converted RSUs into common stock on a one-for-one basis.

Did the reporting person use market sales to satisfy tax obligations on vested RSUs?

No. The Form 4 states that the issuer withheld shares to satisfy income tax withholding and remittance obligations; these withheld shares are not sales by the reporting person.

What RSU grants are referenced in the Form 4?

The explanatory notes reference grants of 20,000 RSUs (granted Feb 27, 2024), 15,053 RSUs (granted Feb 27, 2025), and 10,829 RSUs (granted Feb 27, 2024) with scheduled vesting terms.

What is the reporting person’s last reported direct common stock holding in the filing?

The non-derivative lines culminate with reported direct common stock holdings shown as 3,402 shares on the last line of the non-derivative section.