[Form 4] TripAdvisor, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Tripadvisor, Inc. (TRIP) filed a Form 4 disclosing that newly elected director Michael Gregory O’Hara received 19,171 Restricted Stock Units (RSUs) on 18 June 2025 under the company’s 2023 Stock and Annual Incentive Plan.

The RSUs were awarded at no cash cost (price $0) and will vest in full one year later on 18 June 2026, providing equity-based compensation that aligns Mr. O’Hara’s interests with long-term shareholder value. Following the grant, the reporting person’s beneficial ownership stands at 74,552 Tripadvisor common shares, held directly.

No derivative transactions, sales, or purchases were reported, and there is no indication of a 10b5-1 trading plan. The filing is routine for onboarding a director and does not, by itself, signal any strategic shift or financial impact for the company.

Positive

• Alignment of director incentives: Granting 19,171 RSUs at $0 cost ties the new director’s compensation directly to shareholder returns.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine onboarding RSU grant; governance-positive but financially immaterial.

The Form 4 documents a standard equity award to a newly appointed director. One-year vesting is typical and encourages board retention and alignment, complying with Nasdaq best-practice guidelines. No cash outlay or derivative complexity is involved. With only 19,171 shares—roughly US$400k at recent prices—the grant is non-material relative to Tripadvisor’s ~145 million share count. Investors should view this as normal governance hygiene rather than a signal of insider optimism or concern.

Portfolio Manager

TL;DR: Neutral event; does not affect valuation or liquidity.

From a portfolio standpoint, a single director RSU grant has negligible impact on float, dilution, or near-term trading dynamics. The one-year cliff means no immediate share issuance pressure. The insider’s total stake remains below 0.1%, offering limited read-through on insider sentiment. I would not adjust exposure to TRIP based on this disclosure alone.

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^*

OHara Michael Gregory

(Last) (First) (Middle)

C/O CERTARES MANAGEMENT LLC

350 MADISON AVENUE, 8TH FLOOR

(Street)

NEW YORK NY 10017

(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	74,552	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

How many Tripadvisor (TRIP) shares were granted to Michael O’Hara?

19,171 Restricted Stock Units were granted on 18 June 2025.

When will the RSUs granted to the director vest?

The RSUs vest in full on 18 June 2026.

What is Michael O’Hara’s total beneficial ownership after the grant?

He now beneficially owns 74,552 TRIP common shares.

Was there any cash paid or sale of shares in this Form 4?

No. The RSUs were issued at $0 cost and no sales or purchases were reported.

Does this filing indicate a Rule 10b5-1 trading plan?

No; the form does not mark the 10b5-1 plan checkbox.