TripAdvisor (TRIP) CFO updates Form 4/A on RSU tax share withholding

Rhea-AI Filing Summary

TripAdvisor, Inc. CFO and SVP Michael Noonan filed an amended insider report updating a prior Form 4. The amendment corrects the number of common shares withheld to cover tax obligations from restricted stock unit vesting to 3,776 shares at $12.43 per share. Following this tax-withholding disposition, he directly beneficially owns 102,276 TripAdvisor shares, reflecting an increase of 265 shares versus the originally reported amount.

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^*

Noonan Michael

(Last) (First) (Middle)

C/O TRIPADVISOR, INC.

400 1ST AVENUE

(Street)

NEEDHAM MA 02494

(City) (State) (Zip)

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)
	CFO & SVP

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/09/2026

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

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

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	02/05/2026		F		3,776(1)	D	$12.43	102,276	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 Form 4 is being amended solely to correct the number of shares withheld to satisfy the reporting person's tax withholding obligations in connection with the vesting of restricted stock units originally reported on Form 4 filed on February 9, 2026. The original Form 4 reported that 4,041 shares were withheld for taxes; the correct number of shares withheld is 3,776, and the number of shares acquired and beneficially owned by the reporting person has been increased by 265 shares accordingly.

	/s/ Linda C. Frazier, attorney in fact	02/17/2026
	** 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).
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FAQ

What did TripAdvisor (TRIP) CFO Michael Noonan report in this Form 4/A?

Michael Noonan reported an amended insider transaction adjusting shares withheld for taxes. The filing corrects a previous Form 4 related to restricted stock unit vesting and updates his directly beneficially owned TripAdvisor common stock position to 102,276 shares after the tax-withholding disposition.

How many TripAdvisor (TRIP) shares were withheld for Michael Noonan’s taxes?

The amended filing states that 3,776 TripAdvisor common shares were withheld to satisfy Michael Noonan’s tax obligations. These shares relate to the vesting of restricted stock units and were not an open-market sale, but a tax-withholding disposition at a reported price of $12.43 per share.

Why was Michael Noonan’s original TripAdvisor Form 4 amended?

The original Form 4 incorrectly reported that 4,041 shares were withheld for taxes. The amendment corrects this to 3,776 shares, increasing the number of shares acquired and beneficially owned by Michael Noonan by 265, as clarified in the footnote to the amended filing.

How many TripAdvisor (TRIP) shares does Michael Noonan own after this amended transaction?

After the corrected tax-withholding disposition, Michael Noonan directly beneficially owns 102,276 TripAdvisor common shares. This total reflects the adjustment that reduced the shares withheld for taxes and increased his beneficial ownership by 265 shares compared with the originally reported amount.

What type of insider transaction did Michael Noonan report for TripAdvisor (TRIP)?

The transaction is a tax-withholding disposition coded “F,” meaning shares were withheld to cover tax liabilities. It involves 3,776 shares of TripAdvisor common stock related to restricted stock unit vesting, rather than a voluntary open-market purchase or sale of shares by the executive.