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[Form 4] TripAdvisor, Inc. Insider Trading Activity

Filing Impact
(Moderate)
Filing Sentiment
(Positive)
Form Type
4
Rhea-AI Filing Summary

Tripadvisor, Inc. (TRIP) reported insider equity activity by its President, Brand Tripadvisor, on a Form 4. On 11/14/2025, the officer exercised multiple tranches of restricted stock units into common stock and had shares withheld to cover obligations, all at a price of $14.78 per share. Following the reported transactions, the officer directly beneficially owned 102,161 shares of Tripadvisor common stock.

The derivative table shows several restricted stock unit awards with an exercise price of $0, covering 921, 2,810, and 2,890 underlying shares of common stock, with expiration dates ranging from 02/15/2026 to 02/15/2028. After these transactions, the officer continued to hold 26,013 restricted stock units directly.

Positive
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  • None.

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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*
Dalton Kristen Ann

(Last) (First) (Middle)
400 FIRST 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)
President, Brand Tripadvisor
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025
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 11/14/2025 M 921 A $14.78 99,664 D
Common Stock 11/14/2025 F 446 D $14.78 99,218 D
Common Stock 11/14/2025 M 2,810 A $14.78 102,028 D
Common Stock 11/14/2025 F 1,359 D $14.78 100,669 D
Common Stock 11/14/2025 M 2,890 A $14.78 103,559 D
Common Stock 11/14/2025 F 1,398 D $14.78 102,161 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
Restricted Stock Units $0 11/14/2025 M 921 05/07/2025 02/15/2026 Common Stock 921 $0 923 D
Restricted Stock Units $0 11/14/2025 M 2,810 05/07/2025 02/15/2027 Common Stock 2,810 $0 14,052 D
Restricted Stock Units $0 11/14/2025 M 2,890 05/07/2025 02/15/2028 Common Stock 2,890 $0 26,013 D
Explanation of Responses:
/s/ Michael F. Billotti, attorney-in-fact 11/18/2025
** 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 did Tripadvisor (TRIP) disclose in this Form 4 filing?

Tripadvisor (TRIP) disclosed insider equity transactions by its President, Brand Tripadvisor, involving the exercise of restricted stock units into common stock and share dispositions on 11/14/2025.

Who is the reporting person in this Tripadvisor (TRIP) Form 4?

The reporting person is an officer of Tripadvisor, Inc. with the title President, Brand Tripadvisor, filing individually as indicated by the box checked for a single reporting person.

How many Tripadvisor (TRIP) common shares does the officer own after the transactions?

After the reported transactions on 11/14/2025, the officer directly beneficially owned 102,161 shares of Tripadvisor common stock.

What was the transaction price for the Tripadvisor (TRIP) common stock in this Form 4?

The common stock transactions reported in the Form 4, including share issuances and withholdings, were recorded at a price of $14.78 per share.

What derivative securities are reported for the Tripadvisor (TRIP) officer?

The filing reports restricted stock units with an exercise price of $0, covering tranches of 921, 2,810, and 2,890 underlying common shares, with expiration dates between 02/15/2026 and 02/15/2028.

How many restricted stock units does the Tripadvisor (TRIP) officer hold after the transactions?

Following the reported activity, the officer beneficially owned 26,013 restricted stock units directly.

Is the Tripadvisor (TRIP) Form 4 filed under a Rule 10b5-1 trading plan?

The form includes a checkbox to indicate if transactions were made under a Rule 10b5-1(c) plan intended to satisfy affirmative defense conditions; the presence of this checkbox is noted, but no additional plan details are provided.

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1.68B
114.49M
1.11%
117.48%
18.59%
Travel Services
Services-computer Programming, Data Processing, Etc.
Link
United States
NEEDHAM