Trupanion (TRUP) CLO Asher Exercises RSUs; Shares Withheld

What Happened

• Asher Bearman, Chief Legal Officer of Trupanion (TRUP), had restricted stock units (RSUs) convert into 2,610 shares of common stock on Aug 22 and Aug 25, 2026. These conversions are reported as derivative exercises (code M) and show $0 proceeds for the conversion entries (one-for-one RSU-to-stock conversion).
• To satisfy income tax withholding obligations (code F), the issuer withheld 841 of those shares (86 + 2 + 123 + 590 + 40) at prices of $31.76 and $31.84, generating cash remittances of approximately $26,713. The net shares delivered to Asher after withholding were 1,769 shares (2,610 converted − 841 withheld).
• This filing reports vesting/conversion and issuer withholding (a routine tax-withholding event), not an open-market sale by the reporting person.

Key Details

• Transaction dates: primary conversions on 2026-08-22 and 2026-08-25; Form 4 filed 2026-08-26.
• Conversion totals: 2,610 RSUs converted into 2,610 shares (265 + 9 + 379 + 1,832 + 125).
• Shares withheld for taxes: 841 shares withheld (total withholding value ≈ $26,713 — line-item withholdings: $2,731; $64; $3,906; $18,738; $1,274).
• Net shares retained by insider: 1,769 shares after withholding.
• Footnotes: RSUs convert one-for-one (F1); the filing discloses issuer withholding to satisfy tax obligations and is not a sale by the reporting person (F2). Grants and vesting schedules referenced in footnotes F3–F7 describe the original RSU awards and vesting cadence.
• Shares owned after transaction: not specified in the provided excerpt of this filing.
• Transaction codes: M = exercise/conversion of derivative (RSU conversion), F = payment of exercise price or tax withholding (share-for-tax remittance).

Context

• This was a standard RSU vesting/conversion event with shares withheld by the company to cover tax liabilities (a common, administrative cashless-withholding procedure), not an open-market disposition initiated by the insider.
• For retail investors, such withholding events are routine and typically do not signal the insider is reducing their economic exposure via a sale.