WHEELER SIMON 4

What Happened

• Simon Wheeler, EVP of Trupanion International, had 322 restricted stock units (RSUs) convert into common stock on Feb 25, 2026 (reported on Form 4 filed Feb 27, 2026). Of those, 151 shares were withheld by the issuer to satisfy income tax withholding at $26.70/share, totaling $4,032. The conversion is recorded as a derivative exercise (code M) and the withholding is recorded as payment of tax liability (code F).
• This was not an open-market sale or a purchase by Wheeler — it reflects routine vesting of RSUs and the company withholding shares to cover taxes.

Key Details

• Transaction date: 2026-02-25; Form 4 filed: 2026-02-27 (appears timely).
• Vesting/conversion: 322 shares (code M). Tax withholding: 151 shares withheld at $26.70/share for $4,032 (code F).
• Footnotes: F1 — RSUs convert 1-for-1 into common stock. F2 — withheld shares represent issuer tax withholding, not a sale by the reporting person. F3 — the RSUs were from a 8/14/2023 grant of 5,144 RSUs with scheduled vesting.
• Shares owned after the transaction: not specified in this filing.
• Filing timeliness: Period of report 2026-02-25, filed 2026-02-27; no late-filing indication.

Context

• For retail investors: this is routine executive compensation vesting, not a buy or opportunistic sale. The withholding is effectively a cashless tax payment handled by the issuer and should not be interpreted as insider selling activity signaling sentiment.
• Derivative explanation: The “exercise/conversion” here reflects RSUs vesting into common shares (no exercise cash paid). The “payment” line reflects shares withheld to satisfy tax obligations.