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TRUPANION, INC.·4

Feb 27, 8:02 PM ET

GALLAGHER JOHN R 4

4 · TRUPANION, INC. · Filed Feb 27, 2026

Research Summary

AI-generated summary of this filing

Updated

Trupanion (TRUP) COO John Gallagher Receives 1,260 Shares (RSU Vest)

What Happened

  • John R. Gallagher, COO of Trupanion, had restricted stock units (RSUs) convert into 1,260 shares of common stock on February 25, 2026 (reported on Form 4 filed Feb 27, 2026). Of those vested shares, 304 shares were withheld by the company to cover income tax withholding (reported as dispositions), representing $8,117 at $26.70 per share. The net result is an increase of 956 shares to his holdings.
  • Transaction codes: M = conversion/exercise of derivative (RSU conversion to common stock); F = payment of exercise price or tax liability (shares withheld for taxes). The withholding is the issuer remitting taxes and is not a market sale by Gallagher.

Key Details

  • Transaction date: February 25, 2026; Form 4 filed February 27, 2026 (timely).
  • Shares converted (acquired): 1,260 total (735 + 29 + 451 + 45).
  • Shares withheld for taxes (disposed/not a sale): 304 total (178 + 7 + 109 + 10) at $26.70 = $8,117.
  • Net new shares to Gallagher: +956 (1,260 acquired − 304 withheld).
  • Footnotes indicate these were RSU grants that vest/convert 1-for-1 into common stock (see grants dated Feb 28, 2022; May 15, 2023; Aug 14, 2023) and that withholding is to satisfy tax remittance obligations (not an open-market sale).
  • Shares owned after the transaction are not specified in the provided filing.

Context

  • This was a routine RSU vesting and tax-withholding event—not an open-market purchase or discretionary sale. For RSU vesting, companies commonly withhold shares to cover taxes (a cashless-type settlement) which reduces the net shares delivered to the insider but does not indicate a sale to third parties.
  • No indication of a 10b5-1 trading plan or other sale program; filing appears timely.

Insider Transaction Report

Form 4
Period: 2026-02-25
TRUPANION, INC.TRUP
GALLAGHER JOHN R
Chief Operating Officer
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-25+735→ 37,449 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-25$26.70/sh−178$4,753→ 37,271 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-25+29→ 37,300 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-25$26.70/sh−7$187→ 37,293 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-25+451→ 37,744 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-25$26.70/sh−109$2,910→ 37,635 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-25+45→ 37,680 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-25$26.70/sh−10$267→ 37,670 total
  • Exercise/Conversion

    Restricted Stock Unit (RSU)

    [F1][F3]
    2026-02-25−735→ 0 total
    Exp: 2026-02-25→ Common Stock (735 underlying)
  • Exercise/Conversion

    Restricted Stock Unit (RSU)

    [F4][F5]
    2026-02-25−29→ 144 total
    Exp: 2027-05-25→ Common Stock (29 underlying)
  • Exercise/Conversion

    Restricted Stock Unit (RSU)

    [F1][F6]
    2026-02-25−451→ 2,709 total
    Exp: 2027-08-25→ Common Stock (451 underlying)
  • Exercise/Conversion

    Restricted Stock Unit (RSU)

    [F1][F7]
    2026-02-25−45→ 270 total
    Exp: 2027-08-25→ Common Stock (45 underlying)
Footnotes (7)
  • [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 February 28, 2022, the reporting person was granted 11,752 restricted stock units (RSUs). The RSUs vested and converted into common stock of the Issuer as to 1/4th of the total shares on February 25, 2023, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.
  • [F4]The RSUs convert into common stock on a one-for-one basis.
  • [F5]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.
  • [F6]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.
  • [F7]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.
Signature
/s/ Lauren Welsh as attorney-in-fact for John R. Gallagher|2026-02-27

Documents

1 file
  • 4
    wk-form4_1772240561.xmlPrimary

    FORM 4