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TRUPANION, INC.

For the period ended Dec 31, 2025. Filed Apr 27, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Apr 27, 2026

TRUP$36.75+5.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrantþ

Filed by a Party other than the Registranto

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

TRUPANION, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

A LETTER TO OUR STOCKHOLDERS

April 27, 2026

Dear Trupanion Stockholders,

I am pleased to address you as the Chairperson of Trupanion and cordially invite you to attend the 2026 Annual Meeting of Stockholders (the Annual Meeting) of Trupanion, Inc. (the Company or Trupanion).

The Annual Meeting will be held on Wednesday, June 10, 2026 at 9 a.m. (Pacific Time), at 6100 4th Avenue South, Seattle, Washington 98108. For specific instructions on how to vote your shares, please refer to the information provided in this proxy statement. We urge all stockholders to vote their shares in advance of the meeting through the Internet, mail or by telephone. If you plan to attend the meeting, you must request an admission ticket by May 14, 2026 by following the instructions in this proxy statement, and bring the ticket with you to the meeting.

In the event any changes to our Annual Meeting plans are necessary or appropriate, such as the date or location (including to hold the meeting by remote communication), we will announce the change in advance and post details, including instructions on how stockholders can participate, on our investor relations website at https://investors.trupanion.com and file them with the Securities and Exchange Commission (the SEC).

We continue to elect to deliver our proxy materials to the majority of our stockholders over the Internet, which provides stockholders with the information they need, while minimizing our environmental impact and lowering the distribution cost of proxy materials. On or around April 27, 2026, we expect to commence delivery to stockholders of a Notice of Internet Availability of Proxy Materials (Notice of Internet Availability) containing instructions on how to:

access our proxy statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC (the Annual Report);

vote through the Internet, mail or by telephone; and

receive paper copies of the proxy materials by mail, if desired.

The matters to be acted upon at the meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

Your vote is important to us. We encourage you to vote as soon as possible. Whether or not you plan to attend the Annual Meeting in-person, please vote your shares through the Internet, by mail, or by phone to ensure your shares are represented at the meeting. For those who plan to attend in-person, you will also have the opportunity to vote at the Annual Meeting. If you plan to attend the meeting, you must request an admission ticket by May 14, 2026 by following the instructions in this proxy statement, and bring the ticket with you to the meeting.

Thank you for your continued support and trust in Trupanion.

Darryl Rawlings

Chairperson of the Board of Directors

Seattle, Washington

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Notice of Annual Meeting of Stockholders
DATE:June 10, 2026TIME:9:00 a.m. PDTLOCATION:6100 4th Avenue South Seattle, Washington 98108

Agenda. We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

  1. To elect nine directors to serve until the next annual meeting of stockholders and until a successor has been elected and qualified or until such director's earlier resignation or removal .

  2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

  3. To approve, on a non-binding advisory basis, the compensation provided to our named executive officers in 2025.

Record Date. Only stockholders of record at the close of business on April 14, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. For ten days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at our headquarters, provided, stockholders will need to comply with Company policies in connection with visiting our headquarters.

Stock Ownership. For questions regarding your stock ownership, contact Trupanion’s Investor Relations by email at Investor.Relations@trupanion.com. If you are a registered holder, contact our transfer agent, Broadridge Corporate Issuer Solutions, Inc., by phone at (877) 830-4936 or by email at shareholder@broadridge.com or through their website at https://shareholder.broadridge.com/bcis/.

Digital Proxy Statement and Annual Report. Visit https://investors.trupanion.com/financials/annual-reports/default.aspx to review or download a digital copy of this proxy statement and our Annual Report.

YOUR VOTE IS VERY IMPORTANT. Although you are legally entitled to attend the Annual Meeting in-person for the purposes of voting your shares, we recommend you vote your shares by proxy in advance of the Annual Meeting through the Internet, by mail or by telephone to ensure that your shares are represented at the meeting. For specific instructions on how to vote your shares, please refer to the information provided in this proxy statement. If you plan to attend the meeting, you must request an admission ticket by May 14, 2026 by following the instructions in this proxy statement, and bring the ticket with you to the meeting.

By Order of the Board of Directors,

Asher Bearman

Chief Legal Officer

Seattle, Washington

April 27, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON June 10, 2026.The Proxy Statement and our 2025 Annual Report on Form 10-K are available at https://investors.trupanion.com/financials/annual-reports/default.aspx and at https://www.proxyvote.com.

Proxy Statement Summary1
Information About Solicitation and Voting1
Annual Meeting Agenda and Voting Recommendations1
General Proxy Information2
Record Date; Quorum2
Internet Availability of Proxy Materials2
Voting Rights; Required Vote2
How Your Shares Are Voted2
Voting Instructions; Voting of Proxies3
Expenses of Soliciting Proxies5
Revocability of Proxies5
Electronic Access to the Proxy Materials5
Voting Results5
Proposal No. 1: Election of Directors6
Our Board of Directors7
Board of Directors Snapshot7
Our Directors and Nominees7
Non-Employee Director Compensation14
Non-Employee Director Compensation Program14
Additional Compensation for Non-Employee Directors15
2025 Non-Employee Director Compensation Table15
Corporate Governance17
Corporate Governance Guidelines17
Board Composition and Leadership Structure17
Board's Role in Risk Oversight17
Director Independence18
Role of Lead Independent Director18
Committees of Our Board of Directors19
Corporate Governance and Ethics Principles20
Insider Trading Policy21
Compensation Committee Interlocks and Insider Participation21
Board and Committee Meetings, Attendance, and Executive Sessions22
Board Attendance at Annual Stockholders’ Meeting22
Role of Stockholder Engagement22
Communication with Directors22
Considerations in Evaluating Director Nominees22
Stockholder Recommendations for Nominations to the Board of Directors23
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm24
Principal Accountant Fees and Services24
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services24
Report of the Audit Committee25
Executive Officers26
Our Executive Officers26
Proposal No. 3: Approve, on a Non-Binding Advisory basis, the Compensation Paid to Our Named Executive Officers for 202530
Say-On-Pay30
Say-On-Pay Resolution30
Executive Compensation31
Compensation Discussion and Analysis31
Company Performance and Alignment with Pay31
2025 Compensation Program at a Glance31
Key Operational and Governance Features of our Executive Compensation Framework33
Compensation Philosophy & Highlights33
Say-on-Pay Vote Outcomes34
Role of the Compensation Committee34
Role of Consultant34
Peer Group35
Executive Compensation for 202536
2025 Performance Metrics37
Adjusted Annual Operating Income (AOI)37
Lifetime Value of Pets (LVP)38
Internal Rate of Return (IRR)38
2025 Payouts38
Annual Long-Term Incentive Awards39
Off-Cycle Awards42
Other Compensation, General Benefits and Perquisites42
Other Compensation Policies and Practices42
Share Ownership44
Risk Assessment44
Clawbacks44
Pledging & Hedging45
Timing of Equity Awards45
Compensation Committee Report46
Executive Compensation Tables47
Summary Compensation Table47
Grants of Plan-Based Awards49
Outstanding Equity Awards at Fiscal Year-End50
Option Exercises and Stock Vested Table51
Termination of Employment and Change of Control Payments Table52
Narrative Discussion to Termination of Employment and Change of Control Payment Table54
Pay Ratio55
Pay Versus Performance56
Pay Versus Performance Table56
Description of the Relationship Between Compensation Actually Paid to Our Named Executive Officers and Company Performance57
The Company's Most Important Financial Performance Measures59
Equity Compensation Plan Information60
Security Ownership of Certain Beneficial Owners and Management61
Certain Relationships and Related Party Transactions64
Consulting Arrangements64
Review, Approval or Ratification of Transactions with Related Parties64
Additional Information65
Stockholder Proposals to be Presented at Next Annual Meeting65
Delinquent Section 16(a) Reports65
Available Information66
“Householding” — Stockholders Sharing the Same Address66
Information on Attending the 2026 Annual Meeting of Stockholders67
Appendix A69
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.