TripAdvisor (TRIP) CLO updates Form 4 for 18,070 tax-withheld shares

Rhea-AI Filing Summary

TripAdvisor, Inc. insider Seth J. Kalvert, the Chief Legal Officer and Secretary, filed an amended Form 4 to update a prior report. The amendment reflects that 18,070 shares of common stock were withheld at $11.13 per share to cover tax withholding obligations tied to earlier reported equity transactions. Following this tax-withholding disposition, Kalvert directly holds 201,479 shares of TripAdvisor common stock. This event is a mechanical tax payment method rather than an open-market stock sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kalvert Seth J

Role Chief Legal Officer & Sec.

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	18,070	$11.13	$201K

Holdings After Transaction: Common Stock — 201,479 shares (Direct, null)

Footnotes (1)

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Key Figures

Tax-withheld shares: 18,070 shares Withholding price: $11.13 per share Shares owned after transaction: 201,479 shares

3 metrics

Tax-withheld shares 18,070 shares Shares withheld to satisfy tax obligations

Withholding price $11.13 per share Price used for tax-withholding disposition

Shares owned after transaction 201,479 shares Direct holdings following tax withholding

Key Terms

tax withholding obligations, Form 4, tax-withholding disposition

3 terms

tax withholding obligations financial

"shares withheld to satisfy tax withholding obligations in connection with the transactions"

Form 4 regulatory

"transactions reported on Form 4 on May 5, 2026"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

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

X

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^*

Kalvert Seth J

(Last) (First) (Middle)

C/O TRIPADVISOR, INC.

400 1ST AVENUE

(Street)

NEEDHAM MASSACHUSETTS 02494

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TripAdvisor, Inc. [ TRIP ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer & Sec.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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)
05/05/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/01/2026(1)		F		18,070	D	$11.13	201,479	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

Explanation of Responses:

1. This amendment is being filed solely to reflect shares withheld to satisfy tax withholding obligations in connection with the transactions reported on Form 4 on May 5, 2026; all other information in the original Form 4 remains unchanged.

	/s/ Linda C. Frazier, attorney in fact	05/15/2026
	** 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)

FAQ

What insider transaction did TripAdvisor (TRIP) report for Seth J. Kalvert?

TripAdvisor reported that Chief Legal Officer Seth J. Kalvert had 18,070 shares of common stock withheld to cover tax obligations. This was an administrative tax-withholding disposition tied to earlier equity transactions, not an open-market purchase or sale of TripAdvisor shares.

How many TripAdvisor (TRIP) shares were withheld for taxes in this filing?

The filing shows 18,070 TripAdvisor common shares were withheld at $11.13 per share to satisfy tax withholding obligations. This updated an earlier Form 4 and did not involve a discretionary market trade by the reporting insider.

How many TripAdvisor (TRIP) shares does Seth J. Kalvert hold after this tax withholding?

After the tax-withholding disposition, Seth J. Kalvert directly holds 201,479 TripAdvisor common shares. This figure reflects his remaining direct ownership position following the withheld shares related to previously reported equity transactions.

Was this TripAdvisor (TRIP) Form 4/A an open-market sale of shares?

No. The Form 4/A describes a tax-withholding disposition, not an open-market sale. Shares were withheld by the company at $11.13 per share to satisfy tax obligations arising from earlier equity awards previously reported on a Form 4.

Why did TripAdvisor (TRIP) file an amended Form 4 for Seth J. Kalvert?

The amended Form 4 was filed solely to reflect shares withheld for tax obligations related to transactions reported on an earlier Form 4 dated May 5, 2026. All other information in the original insider transaction report remains unchanged.