GALLAGHER JOHN R 4

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.