What changed in this filing

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Item 1. Financial Statements

2026-04-30 compared with 2025-11-06 · 85 added, 181 removed, 405 unchanged (40% of the section changed)

3 unchanged sentences

(in thousands, except share data)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Revenue $ 384,049 $ 341,975

7 unchanged sentences

Technology and development (1)

9,887 7,933 26,545 23,083

General and administrative (1)

9 unchanged sentences

Income (loss) before income taxes 5,956 ( 1,444 )

Income tax (benefit) expense 726 39 1,898 ( 43 )

Income tax expense 1,076 39

Net income (loss) $ 4,880 $ ( 1,483 )

13 unchanged sentences

TRUPANION, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

Condensed Consolidated Statements of Comprehensive Income

(in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net income (loss) $ 4,880 $ ( 1,483 )

1 unchanged sentence

Foreign currency translation adjustments ( 1,277 ) 1,352

Net unrealized gain on available-for-sale investments 145 2,209 860 1,552

Net unrealized gain (loss) on available-for-sale investments ( 1,513 ) 545

Other comprehensive income (loss), net of taxes ( 2,790 ) 1,897

Comprehensive income (loss) $ 4,595 $ 6,439 $ 17,794 $ ( 8,449 )

Comprehensive income $ 2,090 $ 414

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands, except share data)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Assets (unaudited)

2 unchanged sentences

Short-term investments 230,205 232,706

Accounts and other receivables, net of allowance for credit losses of $ 1,595 at September 30, 2025 and $ 1,117 at December 31, 2024

Accounts and other receivables, net of allowance for credit losses of $ 2,419 at March 31, 2026 and $ 1,311 at December 31, 2025

304,796 301,945

23 unchanged sentences

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

44,220,625 and 43,192,339 issued and outstanding at September 30, 2025;

44,648,800 and 43,620,614 issued and outstanding at March 31, 2026;

44,430,267 and 43,402,081 shares issued and outstanding at December 31, 2025

6 unchanged sentences

Treasury stock, at cost:

1,028,186 shares at September 30, 2025 and December 31, 2024

1,028,186 shares at March 31, 2026 and December 31, 2025

( 16,534 ) ( 16,534 )

7 unchanged sentences

Shares Amount

Balance at July 1, 2025 42,987,772 $ — $ 587,289 $ 2,657 $ ( 217,958 ) $ ( 16,534 ) $ 355,454

Issuance of common stock in connection with the Company's equity award programs, net of tax withholdings 204,567 — ( 1,099 ) — — — ( 1,099 )

Stock-based compensation expense — — 9,612 — — — 9,612

Other comprehensive loss — — — ( 1,278 ) — — ( 1,278 )

Net Income — — — — 5,873 — 5,873

Balance at September 30, 2025 43,192,339 $ — $ 595,802 $ 1,379 $ ( 212,085 ) $ ( 16,534 ) $ 368,562

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Treasury Stock Total Stockholders' Equity

Shares Amount

Balance at July 1, 2024 42,159,631 $ — $ 553,122 $ ( 1,771 ) $ ( 228,969 ) $ ( 16,534 ) $ 305,848

Issuance of common stock in connection with the Company's equity award programs, net of tax withholdings 181,064 — ( 545 ) — — — ( 545 )

Stock-based compensation expense — — 8,433 — — — 8,433

Other comprehensive income — — — 5,014 — — 5,014

Net income — — — — 1,425 — 1,425

Balance at September 30, 2024 42,340,695 $ — $ 561,010 $ 3,243 $ ( 227,544 ) $ ( 16,534 ) $ 320,175

See accompanying notes to the condensed consolidated financial statements.

Trupanion, Inc.

Condensed Consolidated Statements of Stockholders' Equity

(in thousands, except share amounts)

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Treasury Stock Total Stockholders' Equity

Shares Amount

Balance at January 1, 2026 43,402,081 $ — $ 604,828 $ 2,097 $ ( 206,455 ) $ ( 16,534 ) $ 383,936

1 unchanged sentence

Stock-based compensation expense — — 9,032 — — — 9,032

Other comprehensive income — — — 3,991 — — 3,991

Other comprehensive loss — — — ( 2,790 ) — — ( 2,790 )

Net income — — — — 4,880 — 4,880

Balance at September 30, 2025 43,192,339 $ — $ 595,802 $ 1,379 $ ( 212,085 ) $ ( 16,534 ) $ 368,562

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Treasury Stock Total Stockholders' Equity

Balance at March 31, 2026 43,620,614 $ — $ 613,624 $ ( 693 ) $ ( 201,575 ) $ ( 16,534 ) $ 394,822

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Treasury Stock Total Stockholders' Equity

Shares Amount

4 unchanged sentences

Net loss — — — — ( 1,483 ) — ( 1,483 )

Balance at September 30, 2024 42,340,695 $ — $ 561,010 $ 3,243 $ ( 227,544 ) $ ( 16,534 ) $ 320,175

Balance at March 31, 2025 42,775,955 $ — $ 578,293 $ ( 715 ) $ ( 227,371 ) $ ( 16,534 ) $ 333,673

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities

3 unchanged sentences

Stock-based compensation expense 9,000 9,830

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

Other, net ( 213 ) 349

11 unchanged sentences

Other ( 35 ) 588

Net cash used in investing activities ( 53,761 ) ( 31,914 )

Net cash provided by (used in) investing activities 113 ( 8,973 )

Financing activities

11 unchanged sentences

Purchases of property, equipment, and internal-use software included in accounts payable and accrued liabilities $ 340 $ 803

Purchase of intellectual property in exchange for preferred stock investment $ 14,783 $ —

See accompanying notes to the condensed consolidated financial statements.

8 unchanged sentences

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles ("GAAP") and, in management's opinion, have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company's financial position, results of operations, comprehensive income (loss), stockholders' equity and cash flows for the interim periods.

generally accepted accounting principles ("GAAP") and, in management's opinion, have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company's financial position, results of operations, comprehensive income, stockholders' equity and cash flows for the interim periods.

These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K, filed with the U.S.

Securities and Exchange Commission ("SEC") on February 13, 2026 (the "2025 10-K").

The Company's accounting policies are described in Note 1 to the audited financial statements included in the 2024 10-K and, for incremental accounting topics in the current period, are described below.

Operating results for the nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the full fiscal year or any other interim period.

The Company's accounting policies are described in Note 1 to the audited financial statements included in the 2025 10-K.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full fiscal year or any other interim period.

Use of Estimates

2 unchanged sentences

See Note 1 to the audited financial statements included in the 2025 10-K for additional discussion of these estimates and assumptions.

Acquisition of Intellectual Property

The Company’s intellectual property acquisition was determined to be an asset acquisition in accordance with ASC 805-50, Business Combinations.

To conclude if a transaction is an asset acquisition, the Company considers if substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset or group of similar identifiable assets.

The Company then considers if the acquired set of assets consist of inputs and processes that contribute to the creation of outputs.

The acquired assets are recognized based on their cost to the Company, which includes related transaction costs.

The Company allocates the purchase price based on relative fair value of the assets acquired.

Refer to Note 4 for further discussion on the Company's acquisition of intellectual property.

Nonmonetary Exchange

The Company accounts for nonmonetary exchanges at fair value.

If the transaction lacks commercial substance or fair value is not determinable, the asset received is recorded at the carrying amount of the asset surrendered.

The Company evaluates each transaction individually to determine the appropriate accounting treatment.

Accumulated Other Comprehensive Income Reclassifications

The Company’s available-for-sale securities are reported at fair value with unrealized gains and losses included in accumulated other comprehensive income (loss).

Upon realization, through sale or maturity, realized gains and losses are reclassified out of accumulated other comprehensive income.

The Company has made a policy election to report the reclassification of accumulated other comprehensive income (loss), net from the beginning to the end of the period within our Statement of Comprehensive Income (Loss) and Note 11, Accumulated Comprehensive Income (Loss).

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09, which improves and expands upon annual income tax disclosures, primarily relating to rate reconciliation and income taxes paid information.

The ASU is effective for the Company for annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact of adopting ASU 2023-09.

In November 2024, the FASB issued ASU 2024-03, which requires public business entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods.

2 unchanged sentences

In September 2025, the FASB issued ASU 2025-06, which modernizes the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles-Goodwill and Other-Internal-Use Software.

The ASU is effective for annual periods

beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

The ASU is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact of adopting ASU 2025-06.

4 unchanged sentences

The components of basic and diluted earnings per share were as follows (in thousands, except share and per share information):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Basic earnings per share:

8 unchanged sentences

Stock options 77,240 —

Restricted stock awards and units 312,183 346,348 436,983 —

Restricted stock units 98,896 —

Weighted average number of shares 43,681,740 42,775,955

1 unchanged sentence

The following potentially dilutive equity securities were not included in the diluted earnings per share of common stock calculation because they would have had an antidilutive effect:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Stock options — 267,452

3 unchanged sentences

Held-to-maturity securities are classified as short-term versus long-term investments based on their maturity dates.

The amortized cost, gross unrealized holding gains and losses, and estimated fair value of long-term and short-term investments by major security type and class of security were as follows as of September 30, 2025 and December 31, 2024 (in thousands):

As of September 30, 2025

The amortized cost, gross unrealized holding gains and losses, and estimated fair value of long-term and short-term investments by major security type and class of security were as follows as of March 31, 2026 and December 31, 2025 (in thousands):

As of March 31, 2026

Long-term investments:

11 unchanged sentences

treasury securities $ 9,779 $ 1 $ ( 4 ) $ 9,776

Foreign treasury securities 18,140 — ( 16 ) 18,124

Certificates of deposit 525 — — 525

14 unchanged sentences

treasury securities $ 9,757 $ 10 $ — $ 9,767

Foreign treasury securities 18,263 — — 18,263

Certificates of deposit 4,169 — — 4,169

1 unchanged sentence

Future maturities of investments classified as available-for-sale and held-to-maturity are as follows (in thousands):

As of September 30, 2025

As of March 31, 2026

Available-for-sale:

14 unchanged sentences

$ 29,430 $ 29,411

The following tables present the gross unrealized losses and related fair values for the Company's investment in available-for-sale securities, grouped by duration of time in a continuous unrealized loss position as of September 30, 2025 and December 31, 2024 (in thousands):

The following tables present the gross unrealized losses and related fair values for the Company's investment in available-for-sale securities, grouped by duration of time in a continuous unrealized loss position as of March 31, 2026 and December 31, 2025 (in thousands):

Less than 12 Months 12 Months or More Total

Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss

As of September 30, 2025

As of March 31, 2026

treasury securities $ 72,873 $ ( 367 ) $ — $ — $ 72,873 $ ( 367 )

11 unchanged sentences

Total $ 10,732 $ ( 14 ) $ 967 $ ( 12 ) $ 11,699 $ ( 26 )

As of March 31, 2026, 70 of the securities held were in an unrealized loss position.

Unrealized losses on available-for-sale investments relate to interest rate changes.

2 unchanged sentences

The Company does not expect material credit losses from its held-to-maturity investments, considering the composition of the investment portfolio and the credit loss history of these investments.

Proceeds from the sales of fixed maturity investments classified as available-for-sale were $ 114.6 million and $ 59.2 million during the nine months ended September 30, 2025 and 2024, respectively.

Other Investments

Preferred Stock Investment and Nonmonetary Exchange

The Company invested $ 7.0 million in the preferred stock of a variable interest entity, Baystride, Inc.

("Baystride"), a U.S-based privately held corporation operating in the pet food industry.

The Company did not have power over the activities that most significantly impact the economic performance of the entity and was, therefore, not the primary beneficiary.

The preferred stock investment in the entity was redeemable and, therefore, was accounted for as an available-for-sale debt security and measured at fair value at each balance sheet date — see Note 5.

During the three months ended June 30, 2025, the Company entered into a purchase agreement for intellectual property developed by Baystride.

In exchange for this intellectual property, the Company transferred all of its Baystride preferred stock back to Baystride.

The Company concluded that the transaction met the definition of a nonmonetary exchange and an asset acquisition.

The Company determined that the cost to acquire the intellectual property was $ 14.9 million, which was comprised of the fair value of the Baystride preferred stock relinquished of $ 14.8 million and direct transaction costs of $ 0.1 million.

The acquired intellectual property has been recorded as a patent within Intangible assets, net on the Company's consolidated balance sheet and will be amortized over a 20-year useful life.

The nonmonetary exchange resulted in a gain of $ 7.8 million, calculated as the difference between the Company's initial $ 7.0 million investment in Baystride's preferred stock and its $ 14.8 million fair value on the transaction date.

This gain was recorded to Other (income), net within the Company's consolidated statement of operations.

Additionally, the Company had extended a $ 7.0 million revolving line of credit to Baystride to fund its inventory purchases.

Borrowing amounts are subject to limitations based on Baystride’s forecasted revenues and inventory balances.

The Company's investment and amounts loaned under the line of credit were recorded in other long-term assets on its consolidated balance sheet.

The outstanding loan balance under the line of credit, including accrued interest, was extinguished in July 2025 and was $ 1.6 million as of December 31, 2024.

Allowance for Credit Losses

The Company regularly evaluates its investments for expected credit losses.

The Company considers past events, current conditions, and reasonable and supportable forecasts in estimating an allowance for credit losses.

Additionally, the Company considers the ultimate collection of cash flows from its investments and whether the Company has the intent to sell, or if it is more likely than not the Company would be required to sell the security prior to recovery of its amortized cost.

Such evaluations are revised as conditions change and new information becomes available.

Based on these considerations, the Company established an allowance for credit losses of $ 1.7 million in the fourth quarter of 2023 related to its investment in the Baystride preferred stock.

There was no change to this allowance during the nine months ended September 30, 2024 and the credit loss allowance was reversed in the fourth quarter of 2024 as the fair value of the Company's investment in Baystride was determined to have recovered to an amount above the original investment amount.

There was no change to the allowance for credit losses during the nine months ended September 30, 2025.

Fair Value Disclosures - Investments

Proceeds from the sales of fixed maturity investments classified as available-for-sale were $ 39.3 million and $ 29.6 million during the three months ended March 31, 2026 and 2025, respectively.

Fair Value Disclosures

The following table summarizes, by major security type, the Company's assets that are measured at fair value on a recurring basis, and placement within the fair value hierarchy (in thousands):

As of September 30, 2025

As of March 31, 2026

Fair Value Level 1 Level 2 Level 3

14 unchanged sentences

treasury securities 104,158 — 104,158 —

Preferred stock investment 7,916 — — 7,916

Total $ 247,335 $ 46,818 $ 200,517 $ —

4 unchanged sentences

The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer.

There were no transfers between levels for the nine months ended September 30, 2025 and the year ended December 31, 2024.

The Company's preferred stock investment (see Note 4) was accounted for as an available-for-sale debt security, and measured at fair value at each balance sheet date and as of the transaction date.

The estimated fair value of the preferred stock investment was a Level 3 measurement, and was based on certain unobservable inputs such as the value of the underlying enterprise, volatility, time to liquidity, and market interest rates.

Significant changes in any of these unobservable inputs would result in a change in the fair value measurement.

The following table presents the change in fair value of the Company’s preferred stock investment previously carried at fair value and classified as Level 3 (in thousands):

Nine Months Ended September 30,

Balance at beginning of period $ 7,916 $ 5,326

Reversal of cumulative unrealized gain included in other comprehensive income (loss) (916) —

Realized gain on nonmonetary exchange of preferred stock investment in Other (income), net 7,783 —

Exchange of preferred stock for intellectual property (14,783) —

Balance at end of period $ — $ 5,326

There were no transfers between levels for the three months ended March 31, 2026 and the year ended December 31, 2025.

Fair Value Disclosures - Other Assets and Liabilities

The Company's other long-term assets balance also included notes receivable of $ 2.6 million and $ 4.3 million as of September 30, 2025 and December 31, 2024, respectively, recorded at their estimated collectible amount.

The Company's other long-term assets balance also included notes receivable of $ 2.4 million and $ 2.5 million as of March 31, 2026 and December 31, 2025, respectively, recorded at their estimated collectible amount.

The Company estimates that the carrying value of the notes receivable approximates the fair value.

2 unchanged sentences

This is a Level 3 measurement.

Based upon the terms of the debt, the carrying amount of long-term debt approximated fair value at September 30, 2025.

Based upon the terms of the debt, the carrying amount of long-term debt approximated fair value at March 31, 2026.

Commitments and Contingencies

Legal Proceedings

From time to time the Company is or may become subject to various legal proceedings arising in the ordinary course of business, including proceedings against members, other entities or regulatory bodies.

From time to time the Company is or may become subject to various legal proceedings arising in the ordinary course of business, including proceedings involving members, other entities or regulatory bodies.

Estimated liabilities are recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

9 unchanged sentences

Reserve for veterinary invoices

Summarized below are the changes in the total liability for the Company's subscription business segment (in thousands):

Nine Months Ended September 30,

Summarized below are the changes in total liability for the Company's subscription business segment (in thousands):

Three Months Ended March 31,

Subscription 2026 2025

10 unchanged sentences

Reserve at end of period $ 28,438 $ 25,587

The Company had unfavorable development on veterinary invoice reserves of $ 2.8 million for the nine months ended September 30, 2025, including unfavorable development of $1.1 million attributable to accident year 2024 and unfavorable development of $1.7 million attributable to accident year 2023 and prior.

The unfavorable development for accident year 2024 and 2023 was primarily driven by higher than expected frequency of claims.

The Company had unfavorable development on veterinary invoice reserves of $ 3.1 million for the three months ended March 31, 2026, including unfavorable development of $0.1 million attributable to accident year 2025 and unfavorable development of $3.0 million attributable to accident year 2024 and prior.

The unfavorable development for accident year 2024 and prior was primarily driven by higher than expected frequency of claims.

Non-cash expenses are primarily comprised of stock-based compensation for employees performing claims processing related duties.

Summarized below are the changes in total liability for the Company's other business segment (in thousands):

Nine Months Ended September 30,

Three Months Ended March 31,

Other Business 2026 2025

10 unchanged sentences

Reserve at end of period $ 28,263 $ 28,455

The Company had favorable development on veterinary invoice reserves for the other business segment of $ 5.5 million for the nine months ended September 30, 2025, including favorable development on veterinary invoice reserves of $5.4 million attributable to accident year 2024 and favorable development of $0.1 million attributable to accident year 2023 and prior.

The favorable development for accident year 2024 was primarily driven by lower than expected frequency and to a lesser extent, lower than expected severity in the fourth quarter of 2024.

The Company had unfavorable development on veterinary invoice reserves for the other business segment of $ 3.7 million for the three months ended March 31, 2026, including unfavorable development on veterinary invoice reserves of $2.9 million attributable to accident year 2025 and unfavorable development of $0.8 million attributable to accident year 2024 and prior.

The unfavorable development for accident year 2025 and prior was primarily driven by higher than expected frequency of claims.

Reserve for veterinary invoices, by year of occurrence

In the following tables, the reserve for veterinary invoices for each segment is presented as the amount (in thousands) by the year to which the veterinary invoice relates, referred to as the year of occurrence.

Subscription As of September 30, 2025

Subscription As of March 31, 2026

Year of Occurrence

2024 and prior $ 2,962

Other Business As of September 30, 2025

Other Business As of March 31, 2026

Year of Occurrence

2024 and prior $ 1,729

On March 25, 2022 , the Company entered into a credit agreement with Piper Sandler Finance, LLC, acting as the administrative agent, that provides the Company with $ 150.0 million in credit (the "Credit Facility") consisting of:

(a) an initial term loan in an aggregate principal amount of $ 60.0 million ("Initial Term Loan"), which was funded at closing;

(b) commitments for delayed draw term loans in an aggregate principal amount not in excess of $ 75.0 million ("Delayed Draw Term Loans", and together with the Initial Term Loan, the "Term Loans"), which may be drawn from

time to time until September 25, 2023 .

On December 29, 2022, February 17, 2023, and September 21, 2023, the Company borrowed Delayed Draw Term loans of $ 15.0 million, $ 35.0 million, and $ 25.0 million, respectively;

(c) commitments for revolving loans in an aggregate principal amount at any time outstanding not in excess of $ 15.0 million (Revolving Loans), which may be drawn at any time prior to March 25, 2027 .

To the extent not previously paid, the Initial Term Loan would have been due and payable on March 25, 2027 , the Delayed Draw Term Loans due and payable on the earlier of the five-year anniversary of their initial funding or March 25, 2028 , and Revolving Loans due and payable on March 25, 2027 .

The Credit Facility obligated the Company to repay 0.25 % of any then-outstanding Term Loans, together with accrued and unpaid interest, on a quarterly basis.

In June 2025, the Company made a $ 14.9 million principal repayment on the Initial Term Loan in addition to the 0.25 % quarterly mandatory repayment.

The Credit Facility bore interest at a floating base rate plus an applicable margin.

The stated interest rate as of September 30, 2025 was approximately 9.15 % for the aggregate outstanding term loans.

The Company incurred total debt issuance cost of approximately $ 5.9 million, which is reported in the consolidated balance sheet as a direct reduction from the carrying amount of the Credit Facility and is amortized as interest expense over the term of five years.

The Credit Facility was secured by substantially all assets of the Company and its subsidiaries.

Proceeds from the Credit Facility were permitted to be used for acquisitions and investments, working capital and other general corporate purposes.

The Credit Agreement contained financial and other covenants .

As of September 30, 2025, the Company was in compliance with all financial and other covenants .

Future principal payments on outstanding borrowings as of September 30, 2025 were as follows (in thousands):

Year Ending December 31, As of September 30, 2025

Prior Credit Facility

On March 25, 2022 , the Company entered into a credit agreement with Piper Sandler Finance, LLC, acting as the administrative agent, that provided the Company with $ 150.0 million in credit (the "Prior Credit Facility").

The Prior Credit Facility obligated the Company to repay 0.25 % of any then-outstanding Term Loans, together with accrued and unpaid interest, on a quarterly basis.

In November 2025, the Company repaid the Prior Credit Facility in full utilizing proceeds from the PNC Facility.

On November 4, 2025, the Company entered into a credit agreement with PNC Bank, National Association acting as the administrative agent, that provides the Company with $ 120.0 million in credit (the "PNC Facility") consisting of:

(a) an initial term loan in an aggregate principal amount of $ 100.0 million ("PNC Initial Term Loan"), which was funded at closing;

(b) commitments for revolving loans in an aggregate principal amount at any time outstanding not in excess of $ 20.0 million (PNC Revolving Loans), of which $ 15.0 million was drawn and the rest may be drawn at any time prior to maturity.

The PNC Facility is secured by substantially all assets of the Company and its subsidiaries.

Proceeds from the PNC Facility were utilized to pay off the Prior Credit Facility.

The credit agreement with PNC Bank contains financial and other covenants.

As of March 31, 2026, the Company was in compliance with all financial and other covenants.

To the extent not previously paid, the PNC Facility is due and payable on November 4, 2028.

The Company will make quarterly principal payments of $ 2.5 million on the PNC Initial Term Loan.

The Company may voluntarily prepay loans or reduce revolving commitments under the PNC Facility at any time without premium or penalty.

Loans under the PNC Facility bear interest at a reference rate plus an applicable margin, which will generally be the SOFR reference rate plus 2.75% per annum.

The stated interest rate as of March 31, 2026 was approximately 6.45 % fo r the aggregate outstanding term loans.

The Company incurred total debt issuance cost of approximat ely $ 0.8 million, wh ich is reported in the Consolidated Balance Sheet as a direct reduction from the carrying amount of the PNC Facility, and is amortized as interest expense over the term of three years.

Future principal payments on outstanding borrowings as of March 31, 2026 are as follows (in thousands):

Year Ending December 31, As of March 31, 2026

Total $ 110,000

In November 2025, the Company repaid the Credit Facility in full.

See Note 13, Subsequent Events.

Stock-Based Compensation

1 unchanged sentence

Stock-based compensation expense recognized in each category of the Consolidated Statements of Operations was as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Veterinary invoice expense $ 560 $ 770

13 unchanged sentences

Forfeited ( 1,476 ) 9.36 —

Outstanding as of September 30, 2025 227,594 15.40 6,345

Exercisable as of September 30, 2025 227,594 $ 15.40 $ 6,345

As of September 30, 2025, stock options outstanding and stock options exercisable had a weighted average remaining contractual life of 1.2 years.

Outstanding as of March 31, 2026 168,523 17.34 1,394

Exercisable as of March 31, 2026 168,523 $ 17.34 $ 1,394

As of March 31, 2026, stock options outstanding and stock options exercisable had a weighted average remaining contractual life of 1.0 year.

The Company has not granted any new stock options since 2017 and all outstanding options vested prior to January 1, 2022.

The Company issues authorized shares upon the exercise of stock options.

Restricted Stock Units

6 unchanged sentences

Forfeited ( 18,305 ) 41.29

Unvested shares as of September 30, 2025 1,158,423 $ 41.11

Unvested shares as of March 31, 2026 1,547,528 $ 34.37

Stock-based compensation expenses of $ 49.9 million related to unvested restricted stock units are expected to be recognized over a weighted average period of approximately 2.0 years.

1 unchanged sentence

Common Stock and Preferred Stock

As of September 30, 2025, the Company had 100,000,000 shares of common stock authorized and 43,192,339 shares of common stock outstanding.

As of March 31, 2026, the Company had 100,000,000 shares of common stock authorized and 43,620,614 shares of common stock outstanding.

Holders of common stock are entitled to one vote on each matter properly submitted to the stockholders of the Company except those related to matters concerning possible outstanding preferred stock.

At September 30, 2025, the Company had 10,000,000 shares of undesignated preferred stock authorized for future issuance and did not have any outstanding shares of preferred stock.

At March 31, 2026, the Company had 10,000,000 shares of undesignated preferred stock authorized for future issuance and did not have any outstanding shares of preferred stock.

The holders of common stock are also entitled to receive dividends as and when declared by the board of directors of the Company (the Board), whenever funds are legally available.

3 unchanged sentences

In April 2021, the Board approved a share repurchase program, pursuant to which the Company may, between May 2021 and May 2026, repurchase outstanding shares of the Company's common stock.

The Company repurchased no shares during the nine months ended September 30, 2025 and 2024, respectively.

The Company repurchased no shares during the three months ended March 31, 2026 and 2025, respectively.

Accumulated Comprehensive Income (Loss)

A summary of the components of Accumulated other comprehensive income (loss) is as follows (in thousands):

Three months ended September 30, 2025 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of July 1, 2025 $ 1,441 $ 1,216 $ 2,657

Other comprehensive loss ( 1,423 ) 145 ( 1,278 )

Balance as of September 30, 2025 $ 18 $ 1,361 $ 1,379

Three months ended September 30, 2024 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of July 1, 2024 $ ( 1,593 ) $ ( 178 ) $ ( 1,771 )

Other comprehensive income 2,805 2,209 5,014

Balance as of September 30, 2024 $ 1,212 $ 2,031 $ 3,243

Nine Months Ended September 30, 2025 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Three months ended March 31, 2026 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of January 1, 2026 $ 720 $ 1,377 $ 2,097

Other comprehensive income ( 1,277 ) ( 1,513 ) ( 2,790 )

Balance as of September 30, 2025 $ 18 $ 1,361 $ 1,379

Nine Months Ended September 30, 2024 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of March 31, 2026 $ ( 557 ) $ ( 136 ) $ ( 693 )

Three months ended March 31, 2025 Foreign Currency Translation Net Unrealized Gain on Available-for-Sale Securities Total

Balance as of January 1, 2025 $ ( 3,113 ) $ 501 $ ( 2,612 )

Other comprehensive income 1,352 545 1,897

Balance as of September 30, 2024 $ 1,212 $ 2,031 $ 3,243

In connection with the nonmonetary exchange discussed in Note 4, the Company reclassified $0.9 million of previously unrealized gain from Accumulated other comprehensive income (loss) to Other (income), net during the nine months ended September 30, 2025.

Balance as of March 31, 2025 $ ( 1,761 ) $ 1,046 $ ( 715 )

The Company has two reporting segments:

10 unchanged sentences

The Company does not analyze discrete segment balance sheet information related to long-term assets.

Substantially all of the Company’s long-lived assets were located in the United States as of March 31, 2026 and December 31, 2025.

Operating income (loss) of the Company’s segments was as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Subscription business:

6 unchanged sentences

Depreciation and amortization 2,600 2,584

Subscription business operating income (loss) 7,826 3,824 13,410 (4,109)

Subscription business operating income 6,493 1,065

Other business:

6 unchanged sentences

Depreciation and amortization 1,106 1,207

Other business operating income (loss) (1,967) (2,044) (6,405) (5,569)

Other business operating loss (1,717) (2,233)

Loss from investment in joint venture — ( 305 )

4 unchanged sentences

The following table presents the Company’s revenue by geographic region of the member (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

United States $ 318,178 $ 285,824

1 unchanged sentence

Total revenue $ 384,049 $ 341,975

Substantially all of the Company’s long-lived assets were located in the United States as of September 30, 2025 and December 31, 2024.

Subsequent Events

The Company has evaluated events subsequent to September 30, 2025 through the date of this filing to assess the need for potential recognition or disclosure.

Credit Facility Refinancing

In November 2025, the Company entered into a credit agreement with PNC Bank, National Association, acting as the administrative agent, that provides the Company with $120.0 million in credit consisting of a term loan in an aggregate principal amount of $100.0 million and commitments for revolving loans in an aggregate principal amount at any time outstanding not in excess of $20.0 million (collectively, the "PNC Facility").

The PNC Facility is secured by substantially all of the Company's assets and those of its subsidiaries.

The Company used the proceeds from the PNC Facility to extinguish the outstanding balance under the Credit Facility.

The effective tax rate for the quarter ended March 31, 2026 was 18.1 % compared to ( 2.7 )% for the quarter ended March 31, 2025, primarily due to the transfer of our Canadian insurance business to GPIC, resulting in an increase in taxable income in Canada .

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-Q

Item 1. Financial Statements