TripAdvisor, Inc. (TRIP) CFO reports RSU exercises and tax share disposals

Rhea-AI Filing Summary

TripAdvisor, Inc. CFO & SVP Michael Noonan reported multiple equity transactions dated February 13, 2026. He acquired common shares through the exercise or conversion of restricted stock units at $10.32 per share and had a portion of shares disposed of to satisfy tax withholding obligations. Following these transactions, he directly owned 128,638 shares of common stock. A related RSU award vests 25% on February 15, 2026, with 6.25% vesting quarterly thereafter until full vesting on February 15, 2029.

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

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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^*

Noonan Michael

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		M		4,216	A	$10.32	106,492	D
Common Stock	02/13/2026		F		1,238	D	$10.32	105,254	D
Common Stock	02/13/2026		M		3,757	A	$10.32	109,011	D
Common Stock	02/13/2026		F		1,103	D	$10.32	107,908	D
Common Stock	02/13/2026		M		29,342	A	$10.32	137,250	D
Common Stock	02/13/2026		F		8,612	D	$10.32	128,638	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
Restricted Stock Units	$0	02/13/2026		M			4,216	02/15/2024	02/15/2027	Common Stock	4,216	$0	16,862	D
Restricted Stock Units	$27.03	02/13/2026		M			3,757	02/15/2025	02/15/2028	Common Stock	3,757	$0	30,060	D
Restricted Stock Units	$14.91	02/13/2026		M			29,342	02/15/2026(1)	02/15/2029	Common Stock	29,342	$0	88,028	D

Explanation of Responses:

1. Date at which first vesting occurs is indicated. 25% of the total number of RSUs vest on February 15, 2026, and 6.25% will vest quarterly thereafter. The award is fully vested on February 15, 2029.

	/s/ Linda C. Frazier, attorney in fact	02/18/2026
	** 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).
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FAQ

What insider activity did TripAdvisor (TRIP) report for Michael Noonan?

TripAdvisor CFO & SVP Michael Noonan reported exercising restricted stock units into common stock and disposing of some shares to cover tax obligations. All transactions occurred on February 13, 2026, and involved both derivative (RSUs) and non-derivative common stock positions.

How many TripAdvisor shares does Michael Noonan hold after these Form 4 transactions?

After the reported transactions, Michael Noonan directly owns 128,638 shares of TripAdvisor common stock. This figure reflects the net position following RSU conversions into common stock and share dispositions used to satisfy tax withholding obligations on February 13, 2026.

What types of securities were involved in Michael Noonan’s TripAdvisor Form 4?

The Form 4 shows activity in both restricted stock units and common stock of TripAdvisor. RSUs were exercised or converted, creating common shares, and some of those common shares were then disposed of to pay tax liabilities through share withholding rather than a separate cash payment.

What do the tax-related dispositions in TripAdvisor’s Form 4 mean for shareholders?

The dispositions are coded as tax-withholding transactions, meaning shares were withheld or delivered to cover tax obligations from RSU exercises. These are not open-market sales and typically do not reflect discretionary selling decisions, but rather automatic settlement of tax liabilities tied to equity awards.

What is the vesting schedule for Michael Noonan’s TripAdvisor restricted stock units?

The RSU award referenced begins vesting with 25% of the total units on February 15, 2026. After that, 6.25% of the original RSU amount vests quarterly, and the award becomes fully vested on February 15, 2029, subject to continued service and award terms.

At what price were TripAdvisor common shares associated with these Form 4 transactions valued?

The common stock transactions on the Form 4 reference a price of $10.32 per share. This price applies to the reported exercises or conversions related to restricted stock units and the associated tax-withholding dispositions executed on February 13, 2026.