[144] TripAdvisor, Inc. SEC Filing

Rhea-AI Filing Summary

TripAdvisor, Inc. (TRIP) filed a Form 144 reporting a proposed sale of 10,880 common shares held at Fidelity Brokerage Services. The filing lists an aggregate market value of $218,004.40 and indicates approximately 116,133,591 shares outstanding for the issuer. The securities are planned to be sold on or about 09/19/2025 on NASDAQ. The shares being sold were originally acquired through restricted stock vesting on 08/15/2021 (2,443 shares), 11/15/2021 (2,443 shares) and 02/15/2022 (5,994 shares) and were received as compensation. The filer states there were no sales in the past three months and affirms they do not possess undisclosed material adverse information about the issuer.

Positive

• Transparent disclosure of proposed insider sale including broker, share count, aggregate value, and sale date
• Securities acquired via restricted stock vesting, indicating these are compensation-related shares rather than new purchases
• No sales in the past three months reported for the selling person

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider notice to sell a small block of vested compensation shares; not material to company valuation.

The filing discloses a planned sale of 10,880 common shares worth $218,004.40 on NASDAQ, representing a de minimis portion of the 116.13 million shares outstanding (well under 0.01%). Shares were acquired via restricted stock vesting as compensation across 2021–2022, indicating these are routine post-vesting liquidity events rather than market-driven disposals. No prior sales in the last three months are reported and the filer affirms absence of undisclosed material adverse information. For investors, this appears informational and routine rather than a signal of fundamental change.

Corporate Governance Expert

TL;DR: Proper disclosure of an intended insider sale; filing meets Rule 144 reporting expectations.

The Form 144 provides the required details: class, broker, number of shares, aggregate value, outstanding shares, approximate sale date, acquisition dates, and nature of acquisition (restricted stock vesting). The filer documents that payment for the vested shares was compensation and includes the standard representation regarding material nonpublic information. This is a standard compliance disclosure facilitating an open-market sale under Rule 144 and carries no immediate governance red flags based on the information provided.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	10880	218004.40	116133591	09/19/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/15/2021	Restricted Stock Vesting	Issuer			2443	08/15/2021	Compensation
Common	11/15/2021	Restricted Stock Vesting	Issuer			2443	11/15/2021	Compensation
Common	02/15/2022	Restricted Stock Vesting	Issuer			5994	02/15/2022	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does TripAdvisor's (TRIP) Form 144 report disclose?

The filing discloses a proposed sale of 10,880 common shares held at Fidelity Brokerage Services with an aggregate market value of $218,004.40, planned on 09/19/2025 on NASDAQ.

How were the shares held by the filer acquired?

All reported shares were acquired through restricted stock vesting on 08/15/2021 (2,443 shares), 11/15/2021 (2,443 shares), and 02/15/2022 (5,994 shares) as compensation.

Does the filing report any sales by the filer in the past three months?

The Form 144 states "Nothing to Report" for securities sold during the past three months by the person for whose account the securities are to be sold.

What portion of TripAdvisor's outstanding shares does this proposed sale represent?

The filing lists 116,133,591 shares outstanding; the proposed sale of 10,880 shares represents a very small fraction of that total.

Does the filer assert possession of any undisclosed material information?

By signing the notice, the filer represents they do not know any material adverse information about the issuer that has not been publicly disclosed.