[Form 4] TripAdvisor, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 1 Aug 2025, TripAdvisor (TRIP) officer Kristen Ann Dalton exercised 1,306 restricted stock units (code M) into common shares at a $0 conversion price and immediately surrendered 632 shares (code F) at $17.49 to cover withholding taxes. After the transactions she directly owns 90,449 common shares and retains 6,530 unvested RSUs. No open-market buying or selling occurred; the activity reflects routine equity-compensation vesting and has no stated strategic implications for TripAdvisor.

Insights

Corporate Governance Analyst

TL;DR – Routine RSU vesting; negligible market impact, neutral signal.

The filing shows standard employee-equity mechanics: RSUs vested, shares issued, and a portion withheld for taxes. The net addition of 674 shares (0.0005% of TRIP’s float) is immaterial to ownership structure or market liquidity. Because no discretionary purchase or sale occurred, the action offers limited insight into insider sentiment. I classify the event as not impactful for investors.

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^*

Dalton Kristen Ann

(Last) (First) (Middle)

400 FIRST 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)
	President, Brand Tripadvisor

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		M		1,306	A	$17.49	91,081	D
Common Stock	08/01/2025		F		632	D	$17.49	90,449	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	08/01/2025		M			1,306	05/01/2025	11/01/2026	Common Stock	1,306	$0	6,530	D

Explanation of Responses:

	/s/ Michael F. Billotti, attorney-in-fact	08/04/2025
	** 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

What insider transaction was reported for TRIP on August 1 2025?

TripAdvisor’s President Brand exercised 1,306 RSUs and withheld 632 shares for taxes.

How many TripAdvisor shares does Kristen Ann Dalton now hold?

She directly owns 90,449 common shares after the transaction.

At what price were the withheld TRIP shares valued?

The shares were valued at $17.49 each for tax-withholding purposes.

Did the filing indicate any open-market purchase or sale?

No; all share movements were related to RSU vesting and tax withholding.

How many unvested RSUs remain for the insider?

Dalton still holds 6,530 restricted stock units after the reported vesting.