Trupanion (TRUP) director Max Broden awarded 6,375 RSUs with deferred settlement

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

TRUPANION, INC. director Max Broden received a grant of 6,375 restricted stock units (RSUs) on May 11, 2026. These RSUs convert into common stock on a one-for-one basis and represent his reported derivative holdings following the transaction.

The award is scheduled to vest in four equal installments, each covering 1/4 of the total shares, on August 22, 2026, November 22, 2026, February 22, 2027, and May 22, 2027, subject to his continued service. Because Broden will not stand for reelection at the 2026 Annual Meeting of Stockholders, he will vest in 1/4 of the shares immediately prior to that meeting if he remains in service, and the remaining unvested shares will be forfeited under the Non-Employee Director Compensation Program.

The reporting person has elected deferred settlement, so the vested RSUs will generally not settle into common stock until 60 days after his death, disability or separation from service, or immediately upon a change of control.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Broden Max

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit (RSU)	6,375	$0.00	--

Holdings After Transaction: Restricted Stock Unit (RSU) — 6,375 shares (Direct, null)

Footnotes (1)

Restricted stock units convert into common stock on a one-for-one basis. On May 11, 2026 the reporting person was granted 6,375 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares on each of August 22, 2026, November 22, 2026, February 22, 2027, and May 22, 2027, subject to continued service through each vest date. Mr. Broden will not stand for reelection as a Director at the 2026 Annual Meeting of Stockholders (2026 Annual Meeting). Pursuant to the terms of the Non-Employee Director Compensation Program, Mr. Broden will vest in 1/4 of the shares immediately prior to the 2026 Annual Meeting, provided he continues in service through such date, and the remaining shares will be forfeited. The reporting person has made a deferred settlement election pursuant to which the award will not settle until 60 days after the reporting person's death, disability or separation from service, or immediately upon a change of control.

Key Figures

RSU grant size: 6,375 RSUs Post-transaction derivative holdings: 6,375 RSUs Vesting schedule fraction: 1/4 per vesting date +1 more

4 metrics

RSU grant size 6,375 RSUs Granted on May 11, 2026 to director Max Broden

Post-transaction derivative holdings 6,375 RSUs Total RSUs held following the reported grant

Vesting schedule fraction 1/4 per vesting date Four equal installments through May 22, 2027

Settlement timing 60 days after death/disability/separation Deferred settlement election for the RSU award

Key Terms

Restricted Stock Unit (RSU), Non-Employee Director Compensation Program, change of control, separation from service

4 terms

Restricted Stock Unit (RSU) financial

"Restricted stock units convert into common stock on a one-for-one basis."

A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.

Non-Employee Director Compensation Program financial

"Pursuant to the terms of the Non-Employee Director Compensation Program, Mr. Broden will vest in 1/4 of the shares immediately prior to the 2026 Annual Meeting"

change of control financial

"the award will not settle until 60 days after the reporting person's death, disability or separation from service, or immediately upon a change of control."

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

separation from service financial

"the award will not settle until 60 days after the reporting person's death, disability or separation from service, or immediately upon a change of control."

Form 4 Insider Transactions: What Each Field Means →

05/13/2026 - 09:02 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Broden Max

(Last)

(First)

(Middle)

6100 4TH AVENUE SOUTH

SUITE 200

(Street)

SEATTLE

WASHINGTON

98108

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TRUPANION, INC. [ TRUP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (RSU)	⁽¹⁾	05/11/2026		A		6,375		⁽²⁾	⁽²⁾	Common Stock	6,375	$0	6,375	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. On May 11, 2026 the reporting person was granted 6,375 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares on each of August 22, 2026, November 22, 2026, February 22, 2027, and May 22, 2027, subject to continued service through each vest date. Mr. Broden will not stand for reelection as a Director at the 2026 Annual Meeting of Stockholders (2026 Annual Meeting). Pursuant to the terms of the Non-Employee Director Compensation Program, Mr. Broden will vest in 1/4 of the shares immediately prior to the 2026 Annual Meeting, provided he continues in service through such date, and the remaining shares will be forfeited. The reporting person has made a deferred settlement election pursuant to which the award will not settle until 60 days after the reporting person's death, disability or separation from service, or immediately upon a change of control.

Remarks:

	/s/ Lauren Welsh as attorney-in-fact for Max Broden	05/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Trupanion (TRUP) director Max Broden report in this Form 4?

Max Broden reported receiving an award of 6,375 restricted stock units (RSUs) on May 11, 2026. These RSUs convert into Trupanion common stock on a one-for-one basis and represent his derivative holdings following this compensation-related grant.

How do Max Broden’s 6,375 Trupanion RSUs vest over time?

The 6,375 RSUs vest in four equal installments of one-quarter each. Scheduled vesting dates are August 22, 2026, November 22, 2026, February 22, 2027, and May 22, 2027, and each installment requires Broden’s continued service through the applicable vesting date.

What happens to Max Broden’s Trupanion RSUs when he leaves the board?

Broden will not stand for reelection at the 2026 Annual Meeting of Stockholders. Under the Non-Employee Director Compensation Program, he will vest in one-quarter of the RSUs immediately before that meeting if still serving; all remaining unvested RSUs will then be forfeited.

When will Max Broden’s Trupanion RSUs actually settle into common stock?

Broden made a deferred settlement election for this RSU award. Vested RSUs will generally settle into Trupanion common stock 60 days after his death, disability or separation from service, or immediately if a change of control of the company occurs.

What is the conversion ratio for Max Broden’s Trupanion RSUs into common stock?

Each restricted stock unit converts into one share of Trupanion common stock. The footnotes state that restricted stock units convert into common stock on a one-for-one basis, so all vested units ultimately correspond to an equal number of common shares.