[Form 4] Trupanion, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Emily Dreyer, Chief Revenue Officer of Trupanion, Inc. (TRUP), reported insider transactions on a Form 4 showing restricted stock units (RSUs) that vested on 08/22/2025. The filing discloses conversion of RSUs into a total of 3,589 shares of common stock acquired (2,249 and 1,340 shares) and the withholding of 873 shares (547 and 326) to satisfy tax obligations at a price of $46.63 per withheld share. After the transactions Dreyer beneficially owned 8,043 shares of common stock in the aggregate, with 4,498 shares shown as directly owned following the reported vesting activity. The RSUs originated from grants on February 27, 2024 (17,991 RSUs) and February 27, 2025 (unspecified total), each vesting on a scheduled quarterly basis after an initial 1/8th vesting date.

Positive

• RSU vesting increased executive ownership, converting 3,589 RSUs into common stock which aligns executive compensation with shareholder interests
• Clear disclosure of tax withholding (873 shares withheld at $46.63) and that withholding does not represent a sale by the reporting person

Negative

• Shares withheld for taxes reduced net issuance to the reporting person by 873 shares
• Filing shows internal compensation activity only; no open-market purchases that would indicate additional insider cash investment

Insights

Securities Analyst

TL;DR: Insider received vested RSUs and had shares withheld for taxes, a routine compensation event with limited immediate market impact.

The Form 4 documents routine equity compensation vesting rather than open-market purchases or sales. A total of 3,589 shares were recorded as acquired through RSU vesting on 08/22/2025, while 873 shares were withheld to satisfy tax withholding at an implied withholding execution value of $46.63 per share. The filing shows continued equity ownership by an executive, which aligns management incentives with shareholders; however, the transactions are internal compensation mechanics and do not reflect discretionary selling or new cash investment. For investors, this is non-material to company cash flows and does not signal a change in corporate strategy.

Corporate Governance Expert

TL;DR: The disclosure reflects standard equity compensation administration and preserves Section 16 reporting transparency.

The report provides clear disclosure of RSU vesting mechanics: one-for-one conversion of RSUs to common stock and periodic vesting schedules from February grants. The withholding of 873 shares to meet tax obligations is explicitly noted as not constituting a sale by the reporting person. Filing was executed by an attorney-in-fact and is properly signed. From a governance perspective, this is consistent with typical executive compensation and Section 16 reporting requirements; it demonstrates compliance and transparency without indicating governance concerns.

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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OMB Number:			3235-0287
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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^*

DREYER EMILY

(Last) (First) (Middle)

6100 4TH AVENUE

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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	08/22/2025		M		2,249	A	(1)	33,992	D
Common Stock	08/22/2025		F		547(2)	D	$46.63	33,445	D
Common Stock	08/22/2025		M		1,340	A	(1)	34,785	D
Common Stock	08/22/2025		F		326(2)	D	$46.63	34,459	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			2,249	(3)	02/22/2026(3)	Common Stock	2,249	$0	4,498	D
Restricted Stock Unit (RSU)	(1)	08/22/2025		M			1,340	(4)	02/22/2027(4)	Common Stock	1,340	$0	8,043	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 17,991 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.

4. On February 27, 2025, the reporting person was granted 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.

Remarks:

	/s/ Christina Poler as attorney-in-fact for Emily Dreyer	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).
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 Emily Dreyer report on Form 4 for TRUP?

The filing shows RSUs vesting on 08/22/2025 that converted into 3,589 shares of Trupanion common stock, with 873 shares withheld for taxes.

How many shares does Emily Dreyer own after the reported transactions?

The Form 4 reports 8,043 shares of common stock beneficially owned by the reporting person following the transactions.

Were any shares sold in the transactions?

No. The filing states the withholding of 873 shares was to satisfy tax withholding and does not represent a sale by the reporting person.

At what price were shares withheld for taxes?

Withheld shares are disclosed with an implied price of $46.63 per share.

What were the original RSU grant dates referenced?

The RSUs referenced were granted on February 27, 2024 (17,991 RSUs) and February 27, 2025, each following a scheduled vesting cadence.