[Form 4] TripAdvisor, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On June 20, 2025, TripAdvisor, Inc. (NASDAQ: TRIP) filed a Form 4 reporting that newly elected director Betsy L. Morgan received 19,171 restricted stock units (RSUs) on June 18, 2025 under the company’s 2023 Stock and Annual Incentive Plan. The award, recorded as an acquisition (Transaction Code “A”), carries a $0 cost basis and vests 100 % on June 18, 2026, contingent upon her continued board service.

Following the grant, Ms. Morgan directly owns 95,658 common shares of TripAdvisor. No Rule 10b5-1 trading plan was cited, and the filing involves no market purchase or sale. The RSU issuance is part of standard director compensation and represents an immaterial fraction of shares outstanding; therefore, it is viewed as a routine governance event that modestly strengthens management–shareholder alignment without materially impacting near-term valuation.

Positive

• Director ownership rises to 95,658 shares, modestly strengthening alignment with shareholder interests.
• One-year vesting period incentivizes sustained board engagement and long-term oversight.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine RSU grant; boosts director alignment; neutral market impact.

This Form 4 discloses a standard equity retainer for a newly appointed director. The one-year cliff vesting structure encourages board continuity and longer-term oversight, aligning Ms. Morgan’s incentives with shareholders. Because the award is small relative to TripAdvisor’s market capitalization and involves no open-market activity, it does not signal insider sentiment or liquidity needs. Governance best practice is satisfied by timely disclosure and direct ownership reporting. Overall, the event is administratively important but financially immaterial.

Portfolio Manager

TL;DR: Insignificant dilution; standard director compensation; no trading signal.

The 19,171-share RSU grant adds less than 0.02 % to TRIP’s diluted share count and will not affect EPS or float dynamics. While higher insider ownership is welcomed, the award size is too small to infer bullish or bearish conviction. For portfolio positioning, the filing is classified as non-actionable; primary valuation drivers remain travel demand recovery, advertising spend, and potential strategic alternatives previously discussed by management.

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

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^*

Morgan Betsy L.

(Last) (First) (Middle)

C/O TRIPADVISOR, INC.

144 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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(1)	06/18/2025		A		19,171	A	$0	95,658	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. Represents shares underlying Restricted Stock Units ("RSUs") granted under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan in connection with such individual's election to the Company's Board of Directors on June 18, 2025. Such RSUs vest in full on June 18, 2026.

	/s/ Linda C. Frazier, attorney in fact	06/20/2025
	** 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.

FAQ

What insider transaction did TripAdvisor (TRIP) report on 06/18/2025?

The company granted Director Betsy L. Morgan 19,171 RSUs at a $0 cost basis.

When will the 19,171 RSUs granted to Betsy Morgan vest?

The restricted stock units vest in full on June 18, 2026.

How many TripAdvisor shares does Betsy Morgan own after the transaction?

Her direct beneficial ownership increases to 95,658 common shares.

Was the RSU grant part of a Rule 10b5-1 trading plan?

No. The Form 4 indicates the grant was not executed under a 10b5-1 plan.

Does the RSU grant materially dilute TripAdvisor shareholders?

No. The award is immaterial relative to TripAdvisor’s total shares outstanding.