[Form 4] TripAdvisor, Inc. Insider Trading Activity

Rhea-AI Filing Summary

SEC Form 4 – TripAdvisor, Inc. (TRIP)

Director Gregory B. Maffei reported the acquisition of 19,171 shares of TripAdvisor common stock on 06/18/2025. The shares represent Deferred Restricted Stock Units (DSUs) granted under the company’s 2023 Stock and Annual Incentive Plan in connection with his election to the Board of Directors on the same date. The DSUs vest in full on 06/18/2026, and delivery of 100 % of the underlying shares will be deferred until after Mr. Maffei’s service as a director ends. The transaction was effected at a stated price of $0 and was filed on 06/20/2025. No other derivative transactions or dispositions were reported.

Insights

Corporate Governance Expert

TL;DR – Routine equity award to new director; limited immediate market impact.

The Form 4 documents a standard onboarding grant of 19,171 DSU-equivalent common shares to Gregory B. Maffei upon joining TripAdvisor’s board on 18 June 2025. As the shares were issued at zero cost and vest over one year with deferred settlement, the filing primarily signals board-level compensation structure rather than a discretionary open-market purchase. No sales were reported, and total direct ownership rises to 153,140 shares. Because this is a common governance practice and does not involve cash consideration or signal insider sentiment, the disclosure is considered neutral from an investment-impact standpoint.

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
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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^*

MAFFEI GREGORY B

(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	153,140	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 Gregory B. Maffei acquire?

He acquired 19,171 common shares via Deferred Restricted Stock Units.

When do the granted DSUs to Gregory B. Maffei vest?

The DSUs vest in full on 06/18/2026.

Was any cash paid for the TripAdvisor shares reported in this Form 4?

No. The shares were granted at a stated price of $0 as part of director compensation.

What is the total number of TripAdvisor shares Maffei owns after the transaction?

Following the grant, he beneficially owns 153,140 shares directly.

When was the Form 4 for TripAdvisor filed with the SEC?

The filing date shown is 06/20/2025.