Trupanion (TRUP) EVP exercises 937 RSUs and corrects prior holdings

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

Trupanion, Inc. executive Simon Wheeler reported an amendment to prior insider filings and a routine equity vesting. On May 22, 2026, he exercised 937 restricted stock units, which converted into 937 shares of common stock at a price of $0.00 per share. Following this transaction, he directly held 6,563 shares of common stock.

The amendment also corrects previously reported holdings for a 15,000-unit RSU grant made on February 27, 2024. The corrected derivative amounts beneficially owned were 8,438 units as of November 25, 2025, 7,500 units as of February 24, 2026, and 6,563 units as of May 27, 2026.

Insider Trade Summary

937 shares exercised/converted

Mixed 1 txn

Insider WHEELER SIMON

Role EVP, Trupanion International

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit (RSU)	937	$0.00	--

Holdings After Transaction: Restricted Stock Unit (RSU) — 6,563 shares (Direct, null)

Footnotes (1)

Restricted stock units convert into common stock on a one-for-one basis. On February 27, 2024, the reporting person was granted 15,000 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares on February 25, 2025, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date. This Form 4 is being filed to correct a clerical error in previously reported holdings of derivative securities for RSU dated 2/27/24 for 15,000 shares. In the Form 4 filed on November 25, 2025, the number of derivative securities beneficially owned following the reported transaction was incorrectly reported; the correct amount beneficially owned as of November 25, 2025 was 8,438. In addition, the Form 4 filed on February 24, 2026 incorrectly reported the number of derivative securities beneficially owned following the reported transaction; the correct amount beneficially owned as of February 24, 2026 was 7,500. In addition, the Form 4 filed on May 27, 2026 incorrectly reported the number of derivative securities beneficially owned following the reported transaction; the correct amount beneficially owned as of May 27, 2026 was 6,563.

Key Figures

RSUs exercised: 937 units Common shares after transaction: 6,563 shares Original RSU grant size: 15,000 units +3 more

6 metrics

RSUs exercised 937 units Restricted stock units converted to common stock on May 22, 2026

Common shares after transaction 6,563 shares Direct common stock holdings following RSU conversion

Original RSU grant size 15,000 units RSUs granted on February 27, 2024

Correct RSUs as of Nov 25, 2025 8,438 units Corrected derivative securities beneficially owned

Correct RSUs as of Feb 24, 2026 7,500 units Corrected derivative securities beneficially owned

Correct RSUs as of May 27, 2026 6,563 units Corrected derivative securities beneficially owned

Key Terms

Restricted stock units (RSUs), derivative security, beneficially owned, clerical error, +1 more

5 terms

Restricted stock units (RSUs) financial

"On February 27, 2024, the reporting person was granted 15,000 restricted stock units (RSUs)."

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

derivative security financial

"correct a clerical error in previously reported holdings of derivative securities for RSU dated 2/27/24"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

beneficially owned financial

"the number of derivative securities beneficially owned following the reported transaction was incorrectly reported"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

clerical error financial

"This Form 4 is being filed to correct a clerical error in previously reported holdings"

vest financial

"The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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Form 4 Insider Transactions: What Each Field Means →

06/01/2026 - 08:37 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WHEELER SIMON

(Last)

(First)

(Middle)

4TH FLOOR CHARTER HOUSE

WOODLANDS ROAD

(Street)

ALTRINCHAM

WA14 1HF

(City)

(State)

(Zip)

UNITED KINGDOM

(Country)

2. Issuer Name and Ticker or Trading Symbol
TRUPANION, INC. [ TRUP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Trupanion International

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/27/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (RSU)	⁽¹⁾	05/22/2026		M			937	⁽²⁾	02/25/2028⁽²⁾	Common Stock	937	$0	6,563⁽³⁾	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. On February 27, 2024, the reporting person was granted 15,000 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/4th of the total shares on February 25, 2025, after which 1/16th of the total shares vest quarterly, subject to continued service through each vest date.

3. This Form 4 is being filed to correct a clerical error in previously reported holdings of derivative securities for RSU dated 2/27/24 for 15,000 shares. In the Form 4 filed on November 25, 2025, the number of derivative securities beneficially owned following the reported transaction was incorrectly reported; the correct amount beneficially owned as of November 25, 2025 was 8,438. In addition, the Form 4 filed on February 24, 2026 incorrectly reported the number of derivative securities beneficially owned following the reported transaction; the correct amount beneficially owned as of February 24, 2026 was 7,500. In addition, the Form 4 filed on May 27, 2026 incorrectly reported the number of derivative securities beneficially owned following the reported transaction; the correct amount beneficially owned as of May 27, 2026 was 6,563.

Remarks:

	/s/ Lauren Welsh as attorney-in-fact for Simon Wheeler	06/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Trupanion (TRUP) executive Simon Wheeler report in this Form 4/A?

Simon Wheeler reported a routine vesting of 937 RSUs that converted into common stock and corrected prior RSU holding figures. The filing updates his direct common stock position and fixes clerical errors in earlier derivative security disclosures for the same RSU grant.

How many Trupanion (TRUP) shares did Simon Wheeler acquire in this transaction?

He acquired 937 shares of Trupanion common stock through the exercise of 937 restricted stock units. The RSUs converted into common stock on a one-for-one basis at an exercise price of $0.00 per share as part of his equity compensation package.

What are Simon Wheeler’s Trupanion (TRUP) holdings after this Form 4/A event?

After exercising 937 restricted stock units, Simon Wheeler directly holds 6,563 shares of Trupanion common stock. This reflects his updated equity position following the vesting event and incorporates the corrected derivative balances disclosed in the amended filing.

What RSU grant is referenced in Simon Wheeler’s Trupanion (TRUP) Form 4/A?

The filing references a grant of 15,000 restricted stock units awarded on February 27, 2024. These RSUs vest with 1/4 on February 25, 2025, then 1/16 quarterly, converting into Trupanion common stock as long as Wheeler continues his service through each vesting date.

Why was this Trupanion (TRUP) Form 4/A filed as an amendment?

It was filed to correct clerical errors in previously reported derivative holdings for the 15,000-unit RSU grant. The amendment restates the correct beneficially owned RSU balances on November 25, 2025, February 24, 2026, and May 27, 2026, without changing the underlying compensation terms.

What corrected RSU balances does the Trupanion (TRUP) Form 4/A disclose?

The amendment states that Wheeler beneficially owned 8,438 RSUs as of November 25, 2025, 7,500 RSUs as of February 24, 2026, and 6,563 RSUs as of May 27, 2026. These corrected figures replace earlier misreported derivative security holdings for the same RSU award.