GALLAGHER JOHN R 4

What Happened
John R. Gallagher, COO of Trupanion, reported the conversion/exercise of restricted stock units (RSUs) into common stock on May 22 and May 25, 2026. In total 6,793 RSUs converted into common shares. To satisfy income tax withholding, the issuer withheld 1,651 of those shares (reported as dispositions for tax withholding) for total withholding proceeds of $36,275 (≈ $21.98/share on 5/22 and $21.86/share on 5/25). The conversion lines show $0 proceeds for the derivative conversion itself (i.e., the RSUs converted into shares rather than producing cash).

Key Details

• Transaction dates: May 22, 2026 and May 25, 2026.
• Converted/acquired shares: 6,793 total (865 + 3,327 + 2,076 on 5/22; 29 + 451 + 45 on 5/25).
• Shares withheld for taxes (disposed): 1,651 total (1,525 on 5/22; 126 on 5/25) for $36,275 total (breakdown: $33,520 on 5/22 and $2,755 on 5/25).
• Reported price used for withholding: $21.98 (May 22) and $21.86 (May 25).
• Footnotes: F1/F2 indicate RSUs convert 1-for-1 and that withheld shares are to satisfy tax obligations (not an open-market sale). Relevant grants/vesting schedules noted in F3–F8 (grants from 2023–2026; F5 shows a Feb 20, 2026 grant with partial vesting on May 22, 2026).
• Shares owned after the transaction: not provided in the excerpt of the filing.
• Filing date: Form 4 filed May 27, 2026 for transactions on May 22 & 25 — check filing timeliness against SEC rules if timing is a concern.

Context

• These transactions are RSU conversions (derivative code M) with shares withheld to meet tax withholding obligations (code F). The withheld shares are issuer remittances to cover taxes and do not represent an active sale by Gallagher.
• For retail investors: this is routine compensation vesting and tax withholding rather than a market sale or a buy that signals insider conviction.