Tripadvisor Form 4: New Director Blake Adds 19k Shares via DSU Award

Rhea-AI Filing Summary

Tripadvisor, Inc. (TRIP) – Form 4 insider filing

On 18 June 2025, newly elected director Katryn Blake received 19,171 Deferred Restricted Stock Units (DSUs) under the company’s 2023 Stock and Annual Incentive Plan. The grant price is reported as $0 because it is an equity award, not an open-market purchase. The DSUs vest in full on 18 June 2026, and delivery of the underlying shares is deferred until Blake’s board service ends. Following the award, Blake’s total beneficial ownership rises to 95,658 common shares, all held directly.

No derivative securities were reported, no shares were disposed of, and there is no indication of a 10b5-1 trading plan. The filing is routine and reflects standard director equity compensation designed to align board incentives with shareholder interests.

Positive

• Alignment of interests: DSU grant links new director’s compensation to long-term share performance and defers settlement until service ends, encouraging stewardship.

Negative

• None.

Insights

Equity Research Analyst

TL;DR: Routine DSU grant; minimal immediate market impact.

The Form 4 shows a standard equity award to a new director rather than an open-market buy. Although insider acquisitions can signal confidence, a $0-priced DSU grant is a compensation event with no cash outlay, so it should not be interpreted as an active bullish signal. The grant adds only ~0.01% to TRIP’s diluted share count, thus immaterial to valuation metrics. Investors may view the alignment of interests positively, but the filing does not alter the fundamental outlook or near-term catalysts.

Corporate Governance Specialist

TL;DR: Governance-friendly stock award aligns new director with shareholders.

Issuing DSUs that vest over one year and defer settlement until board departure encourages long-term stewardship. The structure limits short-term trading and ties compensation to company performance, meeting best-practice guidelines. No red flags such as accelerated vesting, option repricing, or unusual control provisions appear. Overall, the filing is slightly positive from a governance perspective but financially immaterial.

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^*

BLAKE KATRYN

(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	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 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 of 100% 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 director Katryn Blake receive?

19,171 DSUs, each convertible into one common share after vesting and service termination.

What is the vesting schedule for the DSUs granted to Katryn Blake?

The DSUs vest in full on 18 June 2026.

Did the director purchase Tripadvisor shares on the open market?

No. The transaction is a $0-priced equity award, not an open-market purchase.

How many Tripadvisor shares does Katryn Blake own after the award?

Her beneficial ownership totals 95,658 common shares.

Is this Form 4 filing likely to impact TRIP’s share price?

The grant is routine and financially immaterial, so little to no immediate price impact is expected.