STOCK TITAN

Trupanion COO vests 6,794 RSUs; shares withheld

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TRUPANION, INC. (TRUP) reported Form 4 activity by Chief Operating Officer John R. Gallagher. On August 22 and 25, 2026, Gallagher exercised restricted stock units (RSUs) into common stock and had a portion of the resulting shares withheld by the issuer to cover income tax obligations. Footnotes state these withheld shares represent tax withholding and remittance, not market sales by Gallagher, and overall activity reflects RSU vesting rather than open-market trading.

Positive

  • None.

Negative

  • None.
Insider GALLAGHER JOHN R
Role Chief Operating Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit (RSU) F1, F6 28 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F7 452 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F8 45 $0.00 $0.00
Exercise Common Stock F1 28 -- --
Tax Withholding Common Stock F2 6 $31.84 $191.04
Exercise Common Stock F1 452 -- --
Tax Withholding Common Stock F2 110 $31.84 $4K
Exercise Common Stock F1 45 -- --
Tax Withholding Common Stock F2 10 $31.84 $318.40
Exercise Restricted Stock Unit (RSU) F1, F3 865 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F4 3,328 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) F1, F5 2,076 $0.00 $0.00
Exercise Common Stock F1 865 -- --
Tax Withholding Common Stock F2 210 $31.76 $7K
Exercise Common Stock F1 3,328 -- --
Tax Withholding Common Stock F2 810 $31.76 $26K
Exercise Common Stock F1 2,076 -- --
Tax Withholding Common Stock F2 505 $31.76 $16K
Holdings After Transaction: Restricted Stock Unit (RSU) — 28,969 contracts (Direct); Common Stock — 37,346 shares (Direct)
Footnotes (8)
  1. F1. Restricted stock units convert into common stock on a one-for-one basis.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
RSU exercises 6,794 shares Total shares involved in RSU exercises/conversions (code M) in this filing
Shares withheld for tax 1,651 shares Total shares delivered or withheld to satisfy tax obligations (code F)
Tax withholding price $31.76 per share Price for certain common stock tax-withholding transactions on August 22, 2026
Tax withholding price $31.84 per share Price for certain common stock tax-withholding transactions on August 25, 2026
RSUs exercised 2026-08-22 865; 3,328; 2,076 shares Three RSU tranches converting into common stock on August 22, 2026
RSUs exercised 2026-08-25 28; 452; 45 shares Three RSU tranches converting into common stock on August 25, 2026
RSU grant sizes 13,838; 26,619; 16,609; 7,223; 721; 460 RSUs Original RSU grants referenced in vesting footnotes F3–F8
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.
vest and convert into common stock financial
"The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares"
income tax withholding and remittance obligations financial
"shares of common stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations"
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.

FAQ

What did TRUP COO John R. Gallagher report on this Form 4 for TRUP?

Gallagher reported RSU vesting and conversion into TRUP common stock on August 22 and 25, 2026, with corresponding shares withheld by the issuer to satisfy income tax withholding and remittance obligations. The filing reflects equity compensation events, not open-market purchases or sales.

How many TRUP restricted stock units did Gallagher exercise in this Form 4?

The filing summary shows 6,794 shares involved in RSU exercises or conversions (code M). These RSUs converted into TRUP common stock as they vested under previously granted awards, consistent with the vesting schedules described in the footnotes.

Were any of Gallagher’s TRUP share disposals open-market sales?

The filing states that shares were withheld by the issuer to satisfy income tax withholding and remittance obligations in connection with RSU vesting and that this does not represent a sale by Gallagher. No open-market purchase or sale transactions are reported.

What prices are associated with TRUP shares withheld for Gallagher’s taxes?

For tax withholding transactions (code F), the per-share prices reported are $31.76 and $31.84. Footnotes clarify these transactions reflect shares withheld to cover income tax liabilities related to RSU vesting, rather than discretionary sales.

Does this TRUP Form 4 indicate net buying or selling by Gallagher?

The transaction summary shows acquisitions and dispositions related to RSU vesting and tax withholding, with netBuySellShares reported as 0. This indicates no net open-market buy or sell position change from the reported transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
GALLAGHER JOHN R

(Last)(First)(Middle)
6100 4TH AVENUE S
SUITE 200

(Street)
SEATTLE WASHINGTON 98108

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
TRUPANION, INC. [ TRUP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/22/2026M865A(1)33,068D
Common Stock08/22/2026F210(2)D$31.7632,858D
Common Stock08/22/2026M3,328A(1)36,186D
Common Stock08/22/2026F810(2)D$31.7635,376D
Common Stock08/22/2026M2,076A(1)37,452D
Common Stock08/22/2026F505(2)D$31.7636,947D
Common Stock08/25/2026M28A(1)36,975D
Common Stock08/25/2026F6(2)D$31.8436,969D
Common Stock08/25/2026M452A(1)37,421D
Common Stock08/25/2026F110(2)D$31.8437,311D
Common Stock08/25/2026M45A(1)37,356D
Common Stock08/25/2026F10(2)D$31.8437,346D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit (RSU)(1)08/22/2026M865 (3)11/22/2028(3)Common Stock865$07,784D
Restricted Stock Unit (RSU)(1)08/22/2026M3,328 (4)02/22/2027(4)Common Stock3,328$06,655D
Restricted Stock Unit (RSU)(1)08/22/2026M2,076 (5)02/22/2028(5)Common Stock2,076$012,457D
Restricted Stock Unit (RSU)(1)08/25/2026M28 (6)05/25/2027(6)Common Stock28$087D
Restricted Stock Unit (RSU)(1)08/25/2026M452 (7)08/25/2027(7)Common Stock452$01,806D
Restricted Stock Unit (RSU)(1)08/25/2026M45 (8)08/25/2027(8)Common Stock45$0180D
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 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
Remarks:
/s/ Lauren Welsh as attorney-in-fact for John R. Gallagher08/26/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)