Equity awards for Trupanion (TRUP) EVP include new RSUs and vesting

Rhea-AI Filing Summary

TRUPANION, INC. executive Simon Wheeler, EVP of Trupanion International, reported multiple equity compensation events. On February 20, 2026, he received a grant of 3,079 restricted stock units (RSUs), which vest over time, starting with 1/8 of the total on May 22, 2026 and then quarterly, subject to continued service.

On February 22, 2026, several previously granted RSUs vested and converted on a one-for-one basis into common stock, shown as exercises or conversions of derivative securities. On the same date, a portion of the newly issued shares (440, 717 and 247 shares at a reference price of $27.16) was withheld to cover income tax obligations, which the company states does not represent a sale by Wheeler. After these transactions, Wheeler holds directly owned common stock and remaining RSU balances reflecting ongoing vesting schedules from grants made in 2024, 2025 and 2026.

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

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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 X0 WA14 1HF

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/22/2026		M		938	A	(1)	22,267	D
Common Stock	02/22/2026		F		440(2)	D	$27.16	21,827	D
Common Stock	02/22/2026		M		1,526	A	(1)	23,353	D
Common Stock	02/22/2026		F		717(2)	D	$27.16	22,636	D
Common Stock	02/22/2026		M		527	A	(1)	23,163	D
Common Stock	02/22/2026		F		247(2)	D	$27.16	22,916	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit (RSU)	(1)	02/20/2026		A		3,079		(3)	02/22/2028(3)	Common Stock	3,079	$0	3,079	D
Restricted Stock Unit (RSU)	(1)	02/22/2026		M			938	(4)	02/22/2026(4)	Common Stock	938	$0	1,176	D
Restricted Stock Unit (RSU)	(1)	02/22/2026		M			1,526	(5)	02/25/2028(5)	Common Stock	1,526	$0	6,324	D
Restricted Stock Unit (RSU)	(1)	02/22/2026		M			527	(6)	02/22/2027(6)	Common Stock	527	$0	2,110	D

Explanation of Responses:

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

2. This Form 4 discloses the shares of common stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the vesting of the restricted stock units, and does not represent a sale by the reporting person.

3. On February 20, 2026, the reporting person was granted 3,079 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/8th of the total shares on May 22, 2026, after which 1/8th of the total shares vest quarterly, subject to continued service through each vest date.

4. On February 27, 2024, the reporting person was granted 12,203 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/8th of the total shares on May 22, 2024, after which 1/8th of the total shares vest quarterly, subject to continued service through each vest date.

5. 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.

6. On February 27, 2025, the reporting person was granted 4,219 restricted stock units (RSUs). The RSUs vest and convert into common stock of the Issuer as to 1/8th of the total shares on May 22, 2025, after which 1/8th of the total shares vest quarterly, subject to continued service through each vest date.

Remarks:

	/s/ Lauren Welsh as attorney-in-fact for Simon Wheeler	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did TRUP EVP Simon Wheeler report?

Simon Wheeler reported RSU vesting, conversions, and tax share withholdings. Several restricted stock units converted into common stock on February 22, 2026, and some shares were withheld to cover income tax obligations rather than sold in the market.

How many new RSUs did Simon Wheeler receive from TRUP in 2026?

Simon Wheeler received a grant of 3,079 restricted stock units in 2026. These RSUs vest 1/8 on May 22, 2026 and then 1/8 quarterly, subject to continued service, ultimately converting into Trupanion common stock on a one-for-one basis.

Were any of Simon Wheeler’s TRUP share disposals open-market sales?

The reported disposals were for tax withholding, not open-market sales. Shares were withheld by the issuer at $27.16 per share to satisfy income tax obligations arising from RSU vesting, and the company notes this does not represent a sale by Wheeler.

How do Simon Wheeler’s TRUP RSUs convert into common stock?

Each restricted stock unit converts into one share of Trupanion common stock. Vesting occurs in scheduled fractions, such as 1/8 or 1/4 initially and then quarterly, provided Wheeler continues his service through each specified vesting date.

What is Simon Wheeler’s role at Trupanion (TRUP) related to these grants?

Simon Wheeler serves as Executive Vice President, Trupanion International. The Form 4 shows his equity compensation in the form of RSU grants, vesting, and related tax-withholding transactions, aligning his compensation partly with Trupanion’s share performance over time.

Which prior TRUP RSU grants are still vesting for Simon Wheeler?

RSU grants from February 27, 2024 and February 27, 2025 are still vesting. These include awards of 12,203, 15,000, and 4,219 RSUs, each vesting in scheduled fractions starting on specific dates and then quarterly, contingent on continued service.