TripAdvisor (NASDAQ: TRIP) CFO nets shares after RSU vest

Rhea-AI Filing Summary

TripAdvisor, Inc. CFO & SVP Michael Noonan reported routine equity compensation activity on April 30, 2026. He exercised 2,426 restricted stock units into common shares and had 911 shares withheld to cover tax obligations at a reference price of $11.18 per share, resulting in a net increase in directly held TripAdvisor stock.

Insider Trade Summary

2,426 shares exercised/converted

Mixed 3 txns

Insider Noonan Michael

Role CFO & SVP

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,426	$0.00	--
Exercise	Common Stock	2,426	$11.18	$27K
Tax Withholding	Common Stock	911	$11.18	$10K

Holdings After Transaction: Restricted Stock Units — 4,851 shares (Direct, null); Common Stock — 131,064 shares (Direct, null)

Footnotes (1)

Key Figures

RSUs exercised: 2,426 shares Tax-withheld shares: 911 shares Reported share price: $11.18 per share +1 more

4 metrics

RSUs exercised 2,426 shares Restricted Stock Units converted to common stock on April 30, 2026

Tax-withheld shares 911 shares Shares withheld to cover tax obligations on April 30, 2026

Reported share price $11.18 per share Reference price used for RSU conversion and tax withholding

Derivative RSU balance 4,851 units Restricted Stock Units derivative position following the transaction

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative exercise/conversion, derivative security

4 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units" with underlying common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 911 common shares"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion" for RSU conversion"

derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Form 4 Insider Transactions: What Each Field Means →

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^*

Noonan Michael

(Last) (First) (Middle)

C/O TRIPADVISOR, INC.

400 1ST AVENUE

(Street)

NEEDHAM MASSACHUSETTS 02494

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/30/2026		M		2,426	A	$11.18	131,064	D
Common Stock	04/30/2026		F		911	D	$11.18	130,153	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	04/30/2026		M			2,426	10/31/2023	10/31/2026	Common Stock	2,426	$0	4,851	D

Explanation of Responses:

	/s/ Linda C. Frazier, attorney in fact	05/04/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did TripAdvisor (TRIP) CFO Michael Noonan report?

TripAdvisor CFO Michael Noonan exercised 2,426 restricted stock units into common stock. In connection with this vesting, 911 shares were withheld to satisfy tax liabilities, a common non-market transaction in equity compensation programs.

Was Michael Noonan’s Form 4 transaction in TRIP stock a market sale?

No. The Form 4 shows 911 TripAdvisor shares were disposed of as a tax-withholding transaction, not an open-market sale. These shares were withheld by the company to cover taxes on vested equity compensation.

How many TripAdvisor (TRIP) RSUs did the CFO convert to common stock?

Michael Noonan converted 2,426 restricted stock units into an equal number of TripAdvisor common shares. This derivative exercise reflects equity compensation vesting rather than an open-market purchase of additional shares.

What price per share is associated with Michael Noonan’s April 30, 2026 TRIP transactions?

The reported reference price for both the RSU conversion and related tax withholding is $11.18 per TripAdvisor share. This price is used for reporting value, not necessarily as an open-market trade price.

Did the TripAdvisor (TRIP) CFO increase his overall share ownership with this Form 4 activity?

Yes. By exercising 2,426 RSUs and having 911 shares withheld for taxes, Michael Noonan experienced a net increase in directly held TripAdvisor shares, reflecting additional equity compensation realized as common stock.