New Tripadvisor (TRIP) director granted 5,935 RSUs in board award

Rhea-AI Filing Summary

Fonseca Dhiren R. reported acquisition or exercise transactions in this Form 4 filing.

Tripadvisor, Inc. director Dhiren R. Fonseca reported an equity grant of 5,935 shares of Common Stock in the form of Restricted Stock Units (RSUs). The award was granted under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan in connection with his appointment to the Board on March 22, 2026. These RSUs vest in full on June 18, 2026, and following the grant he holds 21,612 shares of Common Stock directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fonseca Dhiren R.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,935	$0.00	--

Holdings After Transaction: Common Stock — 21,612 shares (Direct)

Footnotes (1)

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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

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^*

Fonseca Dhiren R.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

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)

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)	03/23/2026		A		5,935	A	$0	21,612	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 appointment to the Company's Board of Directors on March 22, 2026. Such RSUs vest in full on June 18, 2026.

	/s/ Linda C. Frazier, attorney in fact	03/25/2026
	** 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) disclose for Dhiren R. Fonseca?

Tripadvisor disclosed that director Dhiren R. Fonseca received a grant of 5,935 Restricted Stock Units of Common Stock. The award was made under the company’s 2023 Stock and Annual Incentive Plan in connection with his appointment to the Board of Directors.

When do Dhiren R. Fonseca’s Tripadvisor (TRIP) RSUs vest?

The 5,935 Restricted Stock Units granted to director Dhiren R. Fonseca vest in full on June 18, 2026. This single cliff-vesting date means all awarded units become payable at once rather than in multiple installments over time.

Why did Tripadvisor (TRIP) grant 5,935 RSUs to Dhiren R. Fonseca?

Tripadvisor granted 5,935 RSUs to Dhiren R. Fonseca in connection with his appointment to the company’s Board of Directors on March 22, 2026. The award was issued under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan as part of director compensation.

How many Tripadvisor (TRIP) shares does Dhiren R. Fonseca hold after this grant?

After receiving the 5,935-share RSU grant, director Dhiren R. Fonseca is reported to beneficially own 21,612 shares of Tripadvisor Common Stock directly. This figure reflects his position immediately following the reported equity award transaction.

Was Dhiren R. Fonseca’s Tripadvisor (TRIP) equity award an open-market purchase?

No, the transaction was classified as an acquisition by grant or award, not an open-market purchase. The Form 4 identifies the code as “A,” meaning the 5,935 Tripadvisor RSUs were granted as compensation rather than bought on the open market.