What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-13 compared with 2025-02-27 · 44 added, 41 removed, 245 unchanged (26% of the section changed)

14 unchanged sentences

In addition, Ernst & Young LLP has issued a report on our internal control over financial reporting as of December 31, 2025, and its report appears below.

Remediation of Material Weaknesses

As disclosed in Part II Item 9A Controls and Procedures in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, we identified two material weaknesses in internal control related to (1) the design of information technology general controls (ITGCs) in the areas of user access and program change-management over certain information technology systems related to revenue, veterinary invoice expense, accounts receivable, reserve for veterinary invoices and deferred revenue in our subscription business segment;

(2) processing transactions performed by an unaffiliated general agent within our other business segment.

During 2024, management implemented our previously disclosed remediation plan and completed our testing of the operating effectiveness of the implemented controls and found them to be effective.

As a result, we have concluded the two material weaknesses have been remediated as of December 31, 2024.

Changes in Internal Control

Except for changes relating to remediation of the material weaknesses discussed above, there have been no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) or 15d-15(f) of the Exchange Act during the period covered by this Annual Report on Form 10-K that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) or 15d-15(f) of the Exchange Act during the period covered by this Annual Report on Form 10-K that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

7 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 , based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023 , the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024 , and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 27, 2025, expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024 , the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025 , and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 13, 2026 , expressed an unqualified opinion thereon.

Basis for Opinion

19 unchanged sentences

Rule 10b5-1 Plan

On November 29, 2024, Margi Tooth, our President, Chief Executive Officer and a member of our Board of Directors, adopted a trading plan intended to satisfy Rule 10b5-1 to sell up to 2,294 shares of Trupanion, Inc.

common stock and exercise and sell up to 40,000 options to purchase shares of Trupanion, Inc.

On December 2, 2025, Murray Low , a member of our Board of Directors , adopted a trading plan intended to satisfy Rule 10b5-1 to sell up to 20,020 shares of Trupanion, Inc.

common stock over a period ending on December 31, 2026 , subject to certain conditions.

32 unchanged sentences

S-1 333-196814 10.1 6/16/2014

2007 Equity Compensation Plan and forms of stock option agreements and exercise notices, restricted stock notice agreement and restricted stock agreement thereunder.

S-1 333-196814 10.2 6/16/2014

2014 Equity Incentive Plan and forms of stock option award agreement, restricted stock agreement and restricted stock unit award agreement thereunder.

18 unchanged sentences

10-K 001-371285 10.1 2/27/2024

Compensation Program for Non-Employee Directors of Trupanion, Inc, as amended on November 7 , 2024 .

Compensation Program for Non-Employee Directors of Trupanion, Inc, as amended on February 4 , 202 6 .

Form of Consulting Agreement.

13 unchanged sentences

8-K 001-36537 10.3 10/29/2020

Credit Agreement, dated as of March 25, 2022, by and among Trupanion, Inc., Piper Sandler Finance, LLC, as administrative agent, and the lenders party thereto.

10-Q 001-36537 10.1 4/29/2022

Credit Agreement, dated as of November 4 , 202 5 , by and among Trupanion, Inc., PNC Bank, National Associat ion , as administrative agent, and the lenders party thereto.

Amended and Restated Insider Trading Policy

10-K 001-371285 19.0 2/27/2025

Subsidiaries of the Registrant.

22 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below hereby constitutes and appoints Margi Tooth, Fawwad Qureshi and Chris Kearns, and each of them, as his or her true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below hereby constitutes and appoints Margi Tooth and Fawwad Qureshi, and each of them, as his or her true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

February 27, 2025 /s/ Margi Tooth

Chief Executive Officer

February 13, 2026

/s/ Margi Tooth

Chief Executive Officer and Director

(Principal Executive Officer)

February 27, 2025 /s/ Fawwad Qureshi

February 13, 2026

/s/ Fawwad Qureshi

Fawwad Qureshi

1 unchanged sentence

(Principal Financial and Accounting Officer)

February 27, 2025 /s/ Darryl Rawlings

February 13, 2026

/s/ Darryl Rawlings

Darryl Rawlings

Chairperson of the Board

February 27, 2025 /s/ Max Broden

February 27, 2025 /s/ Jacqueline Davidson

February 13, 2026

/s/ Max Broden

February 13, 2026

/s/ Jacqueline Davidson

Jacqueline Davidson

February 27, 2025 /s/ Paulette Dodson

February 13, 2026

/s/ Paulette Dodson

Paulette Dodson

February 27, 2025 /s/ Richard Enthoven

February 13, 2026

/s/ Richard Enthoven

Richard Enthoven

February 27, 2025 /s/ Murray Low

February 27, 2025 /s/ Betsy McLaughlin

February 13, 2026

/s/ Murray Low

February 13, 2026

/s/ Betsy McLaughlin

Betsy McLaughlin

February 27, 2025 /s/ Howard Rubin

February 13, 2026

/s/ Howard Rubin

February 13, 2026

/s/ Bradley Powell

Bradley Powell

Schedule I - Condensed Financial Information of Registrant

Trupanion, Inc.

Condensed Statements of Operations and Comprehensive Loss

Condensed Statements of Operations and Comprehensive Income (Loss)

(Parent Company Only, in thousands)

8 unchanged sentences

Total expenses 9,778 8,849 8,645

Gain (loss) from investment in joint venture 192 ( 237 ) ( 192 )

Loss from investment in joint venture ( 324 ) ( 192 ) ( 237 )

Operating loss ( 10,102 ) ( 9,041 ) ( 8,882 )

Interest expense 13,599 14,345 11,998

Other expense (income), net ( 16,303 ) ( 14,442 ) ( 8,047 )

Loss before income taxes and loss in undistributed earnings of subsidiaries ( 7,083 ) ( 6,438 ) ( 33,800 )

Other (income), net ( 63,294 ) ( 16,303 ) ( 14,442 )

Income (loss) before income taxes and loss in undistributed earnings of subsidiaries 39,593 ( 7,083 ) ( 6,438 )

Income tax (benefit) ( 18,973 ) ( 18,939 ) ( 15,766 )

Loss in undistributed earnings of subsidiaries ( 39,133 ) ( 21,489 ) ( 54,021 )

Net loss $ ( 9,633 ) $ ( 44,693 ) $ ( 44,672 )

Net income (loss) $ 19,433 $ ( 9,633 ) $ ( 44,693 )

Other comprehensive income (loss), net of taxes:

1 unchanged sentence

Other comprehensive income (loss) 4,709 ( 3,015 ) 6,704

Comprehensive loss $ ( 12,648 ) $ ( 37,989 ) $ ( 54,050 )

Comprehensive income (loss) $ 24,142 $ ( 12,648 ) $ ( 37,989 )

Trupanion, Inc.

8 unchanged sentences

Restricted cash 27,115 25,406

Property and equipment, net 4,180 3,981

Property, equipment, and internal-use software, net 4,134 4,180

Intangible assets, net 5,818 5,869

14 unchanged sentences

$ 0.00001 par value per share, 100,000,000 shares authorized;

43,516,631 and 42,888,445 shares issued and outstanding at December 31, 2024;

42,887,052 and 41,858,866 shares issued and outstanding at December 31, 2023

44,430,267 and 43,402,081 shares issued and outstanding at December 31, 2025 and 43,516,631 and 42,488,445 shares issued and outstanding at December 31, 2024

Preferred stock:

15 unchanged sentences

Operating activities

Net loss $ ( 9,633 ) $ ( 44,693 ) $ ( 44,672 )

Adjustments to reconcile net loss to cash provided by (used in) operating activities:

Loss attributable to investments in subsidiaries 8,707 39,184 19,331

Net income (loss) $ 19,433 $ ( 9,633 ) $ ( 44,693 )

Adjustments to reconcile net income (loss) to cash provided by operating activities:

(Income) loss attributable to investments in subsidiaries ( 14,729 ) 8,707 39,184

Realized gain on preferred stock investment (7,783) — —

Dividends from subsidiaries 53,862 12,782 14,837

5 unchanged sentences

Investing activities

Cash paid in business acquisition, net of cash acquired — — ( 15,034 )

Purchases of property, equipment, and internal-use software ( 945 ) ( 1,201 ) ( 172 )

5 unchanged sentences

Repayment of debt financing ( 134,438 ) ( 1,350 ) ( 1,225 )

Repurchases of common stock — — ( 5,755 )

Proceeds from exercise of stock options 1,694 752 2,655

16 unchanged sentences

Stock-based compensation expenses of $ 30.2 million and $ 27.3 million were included within equity (loss) in undistributed earnings of subsidiaries within the Condensed Statements of Operations and Comprehensive Loss and in advances to and investments in subsidiaries in the Condensed Balance Sheets for the years ended December 31, 2025 and 2024, respectively.

There was no impact to net income as a result of this intercompany agreement.

There was no impact to net income (loss) as a result of this intercompany agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures