Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Plan
On May 11, 2026 , Margi Tooth, our President, Chief Executive Officer and member of the Board, adopted a trading plan intended to satisfy Rule 10b5-1 to sell up to 11,443 shares of our common stock and exercise and sell up to 23,448 options to purchase shares of our common stock over a period ending on July 31, 2027 , subject to certain conditions.
During the three months ended June 30, 2026, no other director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, or terminated, including by modification, a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits
Exhibit Incorporated by Reference Filed/Furnished
Number Exhibit Description Form File No. Exhibit Exhibit Filing Date Herewith
3.1
Amended and Restated Certificate of Incorporation of Trupanion, Inc.
8-K 001-36537 3.1 6/12/2023
3.2
Amended and Restated Bylaws of Trupanion, Inc.
8-K 001-36537 3.2 6/12/2023
10.1
First Amendment, dated as of July 28, 2026 , to the Credit Agreement, dated November 4, 2025, by and among Trup anion, Inc., PNC Bank, National Association, as administrative agent, and t he lenders party thereto
X
10.2+
Offer letter, dated July 24, 2026 , by and between the Registra nt and Katherine Seawell
X
31.1
Certification of Principal Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Principal Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1*
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2*
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS XBRL Instance Document - the instance does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) X
+ Indicates a management contract or compensatory plan or arrangement.
* This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
TRUPANION, INC.
Date: August 5, 2026 /s/ Margi Tooth
Margi Tooth
Chief Executive Officer
(Principal Executive Officer)
Date: August 5, 2026 /s/ Fawwad Qureshi
Fawwad Qureshi
Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.