TRUP

trup-20260212false2025FY000137128500013712852026-02-122026-02-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2026

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 200 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On February 12, 2026 Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended December 31, 2025. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description 99.1 Press release regarding financial results issued by Trupanion, Inc. dated February 12, 2026 104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Fawwad Qureshi Name: Fawwad Qureshi

Title: Chief Financial Officer

Date: February 12, 2026

trup-20251104false2025Q3000137128500013712852025-11-042025-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2025

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 200 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01     Entry into a Material Definitive Agreement On November 4, 2025, Trupanion, Inc. (the “Company”) and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) with PNC Bank, National Association, as the administrative agent. The Credit Agreement provides committed funds for (a) a term loan facility of $100.0 million (the “Term Facility”), and (b) a revolving credit facility of $20.0 million (the “Revolving Facility,” and together with the Term Facility, the “Credit Facilities”). The Credit Facilities mature on November 4, 2028. On November 4, 2025, the Company borrowed $100.0 million under the Term Facility and $15.0 million under the Revolving Facility, which was used primarily to repay borrowings under the 2022 Credit Agreement (as defined below). Loans under the Credit Facilities bear interest at a reference rate plus an applicable margin, which will generally be the SOFR reference rate plus 2.75% per annum. The Company will make quarterly principal payments of $2.5 million on the Term Facility. The Company may voluntarily prepay loans or reduce revolving commitments under the Credit Facilities at any time without premium or penalty. The loans under the Credit Agreement are secured by substantially all of the assets of the Company and certain of its subsidiaries. The Credit Agreement contains financial and other covenants, including maintenance of certain quarterly financial ratios, and it includes limitations on, among other things, indebtedness, liens, investments, and mergers or similar transactions. If an event of default occurs under the Credit Agreement, the lenders may, among other things, terminate their revolving commitments and declare all outstanding borrowings immediately due and payable. The foregoing summary of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, a copy of which will be filed as an exhibit to the Company's annual report on Form 10-K for the period ending December 31, 2025 and incorporated by reference herein. Item 1.02     Termination of a Material Definitive Agreement On November 4, 2025, in connection with the entry into the Credit Agreement, the Company repaid in full all borrowings under, and terminated, the credit agreement dated as of March 25, 2022, as amended (the “2022 Credit Agreement”), among the Company, certain of its subsidiaries, and Piper Sandler Finance, LLC, as the administrative agent. Item 2.02     Results of Operations and Financial Condition. On November 6, 2025, the Company issued a press release regarding the Company's financial results for the quarter ended September 30, 2025. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Item 2.03     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information disclosed in this Cur

trup-20250807false2025Q2000137128500013712852025-08-072025-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 200 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On August 7, 2025, Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended June 30, 2025. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description 99.1 Press release regarding financial results issued by Trupanion, Inc. dated August 7, 2025

104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Fawwad Qureshi Name: Fawwad Qureshi

Title: Chief Financial Officer

Date: August 8, 2024

trup-20250501false2025Q1000137128500013712852025-05-012025-05-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 200 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On May 1, 2025 Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended March 31, 2025. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description 99.1 Press release regarding financial results issued by Trupanion, Inc. dated May 1, 2025 104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Fawwad Qureshi Name: Fawwad Qureshi

Title: Chief Financial Officer

Date: May 1, 2025

trup-20250219false2024FY000137128500013712852025-02-192025-02-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2025

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 200 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On February 19, 2025 Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended December 31, 2024. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description 99.1 Press release regarding financial results issued by Trupanion, Inc. dated February 19, 2025 104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Fawwad Qureshi Name: Fawwad Qureshi

Title: Chief Financial Officer

Date: February 19, 2025

trup-20241030false2024Q3000137128500013712852024-10-302024-10-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 200 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On October 30, 2024, Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended September 30, 2024. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description 99.1 Press release regarding financial results issued by Trupanion, Inc. dated October 30, 2024 104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Fawwad Qureshi Name: Fawwad Qureshi

Title: Chief Financial Officer

Date: October 30, 2024

trup-20240808false2024Q2000137128500013712852024-08-082024-08-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 200 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On August 8, 2024, Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended June 30, 2024. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description 99.1 Press release regarding financial results issued by Trupanion, Inc. dated August 8, 2024 104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Fawwad Qureshi Name: Fawwad Qureshi

Title: Chief Financial Officer

Date: August 8, 2024

trup-20240430false2024Q1000137128500013712852024-04-302024-04-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 200 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On May 2, 2024, Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended March 31, 2024. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of CEO and Resignation as CEO by Chair of the Board On April 30, 2024, Darryl Rawlings, the Chair of the Board and Chief Executive Officer (“CEO”) of Trupanion, Inc. (the “Company”), submitted his resignation as CEO, effective August 1, 2024 (the “Effective Date”). He will continue to serve as a director and Chair of the Board. The resignation was voluntary, not due to any disagreement with the Company on any matter, and part of a previously announced succession plan.

Upon effectiveness of his resignation, Mr. Rawlings will no longer be an officer or employee of the Company and as such he will become eligible for and will receive compensation for director service (currently an annual retainer of $150,000), plus an additional retainer (currently $50,000) for serving as Chair of the Board, each in accordance with the Company’s non-employee director compensation program.

Separately, Mr. Rawlings will enter into the Company’s standard Consulting Agreement (the “Consulting Agreement”), the form of which was previously filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on April 4, 2023. Pursuant to the Consulting Agreement, apart from and in addition to his service to the Company as Chair, Mr. Rawlings will provide specified services, namely: Development of the company’s pet food program, as described in the 60-month plan. Mr. Rawlings will be paid a consulting fee of $200,000 per annum, payable pro rata monthly (i.e. $16,667 per full month). As a consultant to the Company and a member of the Board, Mr. Rawlings is eligible to receive equity awards pursuant to the Company’s equity compensation plans from time to time, as well as other remuneration, in each case as determined by the compensation committee of the Board. No such compensation, other than as outlined above, is contemplated at this time. The Consulting Agreement will commence on the Effective Date and continue for one year, automatically renewing for successive one-year terms unless terminated by Mr. Rawlings or the Company. The Consulting Agreement may be terminated by Mr. Rawlings at any time and by the Company upon 10-days prior notice to Mr. Rawlings.

In addition, on April 30, 2024, the Board appointed Margaret (“Margi”) Tooth, the Company’s President, as the CEO, to be effective as of August 1, 2024. Ms. Tooth will continue to serve as the President of the Company.

Margi Tooth, age 45, has served as President of the Company since February 20

trup-20240215false2023FY000137128500013712852024-02-152024-02-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 200 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On February 15, 2024, Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended December 31, 2023. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description 99.1 Press release regarding financial results issued by Trupanion, Inc. dated February 15, 2024 104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Fawwad Qureshi Name: Fawwad Qureshi

Title: Chief Financial Officer

Date: February 15, 2024

trup-20231102false2023Q3000137128500013712852023-11-022023-11-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 200 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On November 2, 2023, Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended September 30, 2023. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description 99.1 Press release regarding financial results issued by Trupanion, Inc. dated November 2, 2023 104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Fawwad Qureshi Name: Fawwad Qureshi

Title: Chief Financial Officer

Date: November 2, 2023

trup-20230803false2023Q2000137128500013712852023-08-032023-08-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 400 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On August 3, 2023, Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended June 30, 2023. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description 99.1 Press release regarding financial results issued by Trupanion, Inc. dated August 3, 2023 104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Wei Li Name: Wei Li

Title: Interim Chief Financial Officer

Date: August 3, 2023

trup-20230504false2023Q1000137128500013712852023-05-042023-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 400 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On May 4, 2023, Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended March 31, 2023. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description 99.1 Press release regarding financial results issued by Trupanion, Inc. dated May 4, 2023 104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Margi Tooth Name: Margi Tooth

Title: President

Date: May 4, 2023

trup-20230215false2022FY000137128500013712852023-02-152023-02-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2023

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 400 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On February 15, 2023, Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended December 31, 2022. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description 99.1 Press release regarding financial results issued by Trupanion, Inc. dated February 15, 2023 104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Drew Wolff Name: Drew Wolff

Title: Chief Financial Officer

Date: February 15, 2023

trup-20221101false2022Q3000137128500013712852022-11-012022-11-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2022

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 400 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On November 3, 2022, Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended September 30, 2022. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Director On November 1, 2022, Eric Johnson notified the Company of his decision to resign, effective as of January 1, 2023, from his position as a member of the Board of Directors of the Company (the “Board”). Mr. Johnson’s resignation was not a result of any disagreement with the Company or the Board. A copy of the resignation letter from Mr. Johnson, dated November 1, 2022, is filed as Exhibit 99.2 hereto and incorporated herein by reference. Item 7.01 Regulation FD Disclosure. On November 3, 2022, the Company issued a press release announcing that the Company had entered into a definitive agreement for the acquisition of Royal Blue s.r.o. A copy of this press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K. The information furnished with Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.3, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Exchange Act or under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing. Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description 99.1 Press release regarding financial results issued by Trupanion, Inc. dated November 3, 2022 99.2 Eric Johnson Board Resignation Letter, dated November 1, 2022 99.3 Press release regarding acquisition of Royal Blue s.r.o. issued by Trupanion, Inc. dated November 3, 2022 104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Drew Wolff Name: Drew Wolff

Title: Chief Financial Officer

Date: November 3, 2022

trup-20220803false2022Q2000137128500013712852022-08-032022-08-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2022

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 400 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On August 3, 2022, Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended June 30, 2022. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Exchange Act or under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing. Item 8.01     Other Events. In April 2021, the Company’s Board of Directors (the “Board”) approved a share repurchase program (the “Program”) governing potential repurchases of the Company’s common stock between May 2021 and May 2026. Under the Program, the aggregate repurchases are generally limited to 25% of the Company’s estimated Adjusted Operating Income and subject to quarterly assessments based on parameters the Company sets, including uses of capital in a given quarter, available cash, and the stock price relative to the Company’s estimated intrinsic value. However, for the three month period of August through October 2022, the Board has authorized the Company to repurchase up to $20.0 million in shares of its common stock pursuant to the Program. The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchases will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plan, price, available cash, general business and market conditions, and alternative investment opportunities. Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description Exhibit 99.1 Press release issued by Trupanion, Inc. dated August 3, 2022 104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Drew Wolff Name: Drew Wolff

Title: Chief Financial Officer

Date: August 3, 2022

trup-20220428false2022Q1000137128500013712852022-04-282022-04-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2022

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 400 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On April 28, 2022, Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended March 31, 2022. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Exchange Act or under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing. Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description Exhibit 99.1 Press release issued by Trupanion, Inc. dated April 28, 2022 104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Drew Wolff Name: Drew Wolff

Title: Chief Financial Officer

Date: April 28, 2022

trup-20220210false2021FY000137128500013712852022-02-102022-02-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2022

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 200 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On February 16, 2022, Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended December 31, 2021. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Exchange Act or under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 10, 2022, the board of directors of Trupanion, Inc. (the “Company”) appointed Tricia Plouf, formerly one of the Company’s Co-Presidents, to the position of Chief Operating Officer of the Company. Margi Tooth will serve as the Company’s sole President.

A full biography and compensation for Ms. Plouf are included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2021, which disclosures are incorporated by reference herein.

Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description Exhibit 99.1 Press release issued by Trupanion, Inc. dated February 16, 2022 104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Tricia Plouf Name: Tricia Plouf

Title: Chief Operating Officer

Date: February 16, 2022

trup-20211103false2021Q3000137128500013712852021-11-032021-11-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 200 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On November 3, 2021, Trupanion, Inc. (the "Company") issued a press release regarding the Company's financial results for the quarter ended September 30, 2021. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Exchange Act or under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description Exhibit 99.1 Press release issued by Trupanion, Inc. dated November 3, 2021 104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Tricia Plouf Name: Tricia Plouf

Title: Co-President

Date: November 3, 2021

trup-20210730false2021Q2000137128500013712852021-07-302021-07-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2021

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 200 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On August 5, 2021, Trupanion, Inc. (the "Company") issued a press release regarding the Company's financial results for the quarter ended June 30, 2021. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Exchange Act or under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 30, 2021, the board of directors (the “Board”) of Trupanion, Inc. (the “Company”) appointed Dr. Zay Satchu to the Board as a Class I director, effective immediately. Dr. Satchu was also appointed as a member of the Nominating and Corporate Governance and Compensation Committees of the Board. There is no arrangement or understanding with any person pursuant to which Dr. Satchu was appointed as a member of the Board. There are also no family relationships between Dr. Satchu and any director or executive officer of the Company and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Company entered into its standard form of indemnification agreement with Dr. Satchu. A form of the indemnification agreement was previously filed by the Company as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-196814), originally filed with the Securities and Exchange Commission on June 16, 2014, as amended. Dr. Satchu will participate in the Company’s Compensation Program for Non-Employee Directors. The form of the Company’s Compensation Program for Non-Employee Directors was previously filed by the Company as Exhibit 10.17 to Form 10-K (File No. 001-36537), filed with the Securities and Exchange Commission on February 12, 2021.

Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description Exhibit 99.1 Press release issued by Trupanion, Inc. dated August 5, 2021 104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Tricia Plouf Name: Tricia Plouf

Title: Co-President and Chief Financial Officer

Date: August 5, 2021

trup-20210429false2021Q1000137128500013712852021-04-292021-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2021

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36537 83-0480694

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

6100 4th Avenue S, Suite 200 Seattle, Washington 98108 (Address of principal executive offices, including zip code)

(855) 727 - 9079 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, $0.00001 par value per shareTRUPThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition. On April 29, 2021, Trupanion, Inc. (the "Company") issued a press release regarding the Company's financial results for the quarter ended March 31, 2021. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Exchange Act or under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing. Item 9.01     Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.Description Exhibit 99.1 Press release issued by Trupanion, Inc. dated April 29, 2021 104Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.

By: /s/ Tricia Plouf Name: Tricia Plouf

Title: Co-President and Chief Financial Officer

Date: April 29, 2021