TRUPANION, INC.·4

May 27, 9:40 PM ET

Qureshi Fawwad 4

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

Research Summary

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Trupanion (TRUP) CFO Fawwad Qureshi Sells 6,177 Shares

What Happened
CFO Fawwad Qureshi had multiple restricted stock units (RSUs) convert into common stock (exercise/conversion, code M) on May 22 and May 25, 2026 — a total of 13,744 shares converted. The issuer withheld ~5,486 of those shares to satisfy income tax withholding (code F), valued at roughly $120,403. Separately, Qureshi sold 6,177 shares in open-market trades on May 27, 2026 (code S) for total proceeds of approximately $137,016 (6,007 shares at a weighted $22.17 and 170 shares at $22.63).

Key Details

  • Transaction dates: conversions on 2026-05-22 and 2026-05-25; open-market sales on 2026-05-27.
  • Sale prices/values: 6,007 shares @ $22.17 (weighted avg) = $133,170; 170 shares @ $22.63 = $3,846; total ≈ $137,016. Footnote notes sales occurred across $21.50–$22.50 per share (weighted avg reported).
  • Tax withholding: ~5,486 shares withheld to cover tax obligations (codes F); withholding proceeds shown ≈ $120,403. Footnote F2 clarifies these withheld shares are not a sale by the reporting person.
  • RSU details: multiple grant schedules disclosed (footnotes F5–F8); RSUs convert one-for-one to common stock (F1). Total RSUs converted here = 13,744 shares.
  • Plan/authorization: the May 27 sales were executed under a Rule 10b5‑1 plan adopted May 19, 2025 (F3), meaning timing was pre-set and not at the officer’s discretion.
  • Shares owned after transactions: not specified in the filing.
  • Filing: Form 4 filed May 27, 2026 (appears timely based on reported trade dates and business-day reporting rules).

Context
These transactions reflect routine RSU vesting with shares withheld for taxes and a pre-established 10b5‑1 sale for diversification. Conversions of RSUs (derivative conversions) are not option purchases — they are award vestings that produced common shares; withheld shares to cover taxes are common and are not treated as voluntary open-market sales. The 10b5‑1 plan note indicates the sales were automated under a pre-set plan, not discretionary trades by the CFO.

Insider Transaction Report

Form 4
Period: 2026-05-22
Qureshi Fawwad
Chief Financial Officer
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-05-22+312312 total
  • Tax Payment

    Common Stock

    [F2]
    2026-05-22$21.98/sh124$2,726188 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-05-22+5,2475,435 total
  • Tax Payment

    Common Stock

    [F2]
    2026-05-22$21.98/sh2,095$46,0483,340 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-05-22+4,4357,775 total
  • Tax Payment

    Common Stock

    [F2]
    2026-05-22$21.98/sh1,770$38,9056,005 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-05-25+3,7509,755 total
  • Tax Payment

    Common Stock

    [F2]
    2026-05-25$21.86/sh1,497$32,7248,258 total
  • Sale

    Common Stock

    [F3][F4]
    2026-05-27$22.17/sh6,007$133,1702,251 total
  • Sale

    Common Stock

    [F3]
    2026-05-27$22.63/sh170$3,8462,081 total
  • Exercise/Conversion

    Restricted Stock Unit (RSU)

    [F1][F5]
    2026-05-223122,188 total
    Exp: 2028-02-25Common Stock (312 underlying)
  • Exercise/Conversion

    Restricted Stock Unit (RSU)

    [F1][F6]
    2026-05-225,24715,743 total
    Exp: 2027-02-22Common Stock (5,247 underlying)
  • Exercise/Conversion

    Restricted Stock Unit (RSU)

    [F1][F7]
    2026-05-224,43531,047 total
    Exp: 2028-02-22Common Stock (4,435 underlying)
  • Exercise/Conversion

    Restricted Stock Unit (RSU)

    [F1][F8]
    2026-05-253,75022,500 total
    Exp: 2027-11-25Common Stock (3,750 underlying)
Footnotes (8)
  • [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]The sale reported is effected pursuant to a Rule 10b5-1 trading plan adopted by reporting person on May 19, 2025, in order to implement a plan of financial diversification. Accordingly, the reporting person had no discretion with regard to the timing of the transaction.
  • [F4]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.50 to $22.50 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4).
  • [F5]On February 27, 2024, the reporting person was granted 5,000 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.
  • [F6]On February 27, 2025, the reporting person was granted 41,980 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.
  • [F7]On February 20, 2026, the reporting person was granted 35,482 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.
  • [F8]On November 13, 2023, the reporting person was granted 60,000 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares on 11/25/24, 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 Fawwad Qureshi|2026-05-27

Documents

1 file
  • 4
    wk-form4_1779932455.xmlPrimary

    FORM 4