TRIP Form 4: 19K Share Grant to New Director Robert Wiesenthal

Rhea-AI Filing Summary

TripAdvisor, Inc. (TRIP) Form 4 filing dated June 20, 2025 discloses that newly elected director Robert S. Wiesenthal received an equity award of 19,171 Deferred Restricted Stock Units (DSUs) on June 18, 2025 under the company’s 2023 Stock and Annual Incentive Plan. The award was made at $0 cost vest in full on June 18, 2026. Delivery of the shares is deferred until after he ceases to serve as a director. Following the grant, Wiesenthal’s total beneficial ownership stands at 106,270 common shares, all held directly. No shares were sold and there was no cash transaction, so the filing does not affect TripAdvisor’s cash position or share count in a material way. The transaction is a routine board-level compensation event intended to align director and shareholder interests rather than a signal of insider sentiment.

Positive

• Enhanced alignment: The DSU grant links director compensation to long-term share performance, potentially improving oversight quality.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine DSU grant; negligible financial impact; signals director alignment but not a trading signal.

The filing shows a standard equity compensation grant to a newly appointed board member. Because the award involves deferred settlement and no cash outlay, it does not affect operating metrics, liquidity, or share count in a meaningful way. The position size (≈106k shares after grant) is modest relative to TripAdvisor’s 137 million basic shares outstanding and therefore immaterial to dilution concerns. Investors should view the disclosure as an administrative update rather than a catalyst.

Corporate Governance Expert

TL;DR: Grant aligns director incentives with shareholders; vests in one year; corporate-governance neutral.

Granting DSUs that vest after 12 months and defer delivery until board departure is common practice that encourages long-term oversight. The award complies with best-practice guidelines by deferring settlement, reducing short-term trading temptation. No governance red flags are evident, and the filing confirms the director’s compliance with Section 16 reporting obligations within two business days.

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

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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^*

WIESENTHAL ROBERT S

(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)

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	106,270	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 Deferred Restricted Stock Units ("DSUs") 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 DSUs vest in full on June 18, 2026; however, receipt of100% of the shares will be deferred until following termination of the Reporting Person's service as a Director.

	/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

How many TripAdvisor (TRIP) shares did Robert S. Wiesenthal acquire?

He received 19,171 Deferred Restricted Stock Units, convertible into common shares after board service ends.

When do the granted DSUs to TRIP's director vest?

The DSUs vest in full on June 18, 2026, one year after the grant date.

What is Robert S. Wiesenthal's total ownership in TRIP after the grant?

Following the transaction, he beneficially owns 106,270 TripAdvisor common shares.

Was any cash exchanged in this Form 4 transaction for TRIP?

No. The DSUs were granted at $0 cost as part of standard director compensation.

Does the filing indicate insider buying or selling of TRIP stock?

No. It reflects a routine equity grant, not an open-market purchase or sale.