TRIP Insider Activity: Kalvert Reports RSU Acquisitions and Share Disposals

Rhea-AI Filing Summary

TripAdvisor Chief Legal Officer Seth J. Kalvert reported multiple equity transactions on 08/15/2025 involving restricted stock units (RSUs) and common stock. He acquired 3,162 RSUs (vesting/exercisable dates listed) and 2,601 RSUs at different grant prices, which converted into a total of 18,969 and 26,013 underlying shares respectively. Offsetting those acquisitions, Kalvert disposed of several share amounts totaling net changes reflected in his beneficial ownership moving between 146,451 and 149,052 shares across reported transactions. The form was signed by an attorney-in-fact on 08/18/2025.

Positive

• Acquisitions of RSUs showing compensation vesting: 3,162 and 2,601 RSUs that converted into common shares
• Timely and complete reporting of Section 16 transactions with attorney-in-fact signature dated 08/18/2025

Negative

• Partial disposals of common stock reported (1,529 and 1,258 shares) at $18.03 which reduced direct holdings
• No additional context in the filing about reasons for disposals (e.g., tax withholding or open-market sales)

Insights

Financial Analyst

TL;DR: Insider executed scheduled RSU transactions and small open-market disposals, producing minor net change in beneficial ownership.

The filings show routine compensation-related activity: multiple RSU acquisitions at grant prices of $0 and $27.03 that converted into specified common shares, alongside small disposals reported at $18.03 per share. The scale of activity (net position moving modestly within the ~147k–149k share range) is not immediately material to TripAdvisor's market capitalization. These transactions align with vesting and planned sales rather than indicating unusual insider behavior.

Corporate Governance Expert

TL;DR: Transactions appear consistent with compensation vesting and routine sales; disclosure meets Section 16 requirements.

The Form 4 documents timely reporting of RSU vesting and related share disposals, with transaction codes indicating standard acquisitions (M) and disposals (F) executed on 08/15/2025. The signature by an attorney-in-fact is properly dated. There are no disclosed exceptions, amendments, or unusual derivatives structures; governance implications are routine and disclosure-compliant based on the provided data.

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^*

Kalvert Seth J

(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)
	Chief Legal Officer & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M		3,162	A	$18.03	147,980	D
Common Stock	08/15/2025		F		1,529	D	$18.03	146,451	D
Common Stock	08/15/2025		M		2,601	A	$18.03	149,052	D
Common Stock	08/15/2025		F		1,258	D	$18.03	147,794	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	08/15/2025		M			3,162	02/15/2024	02/15/2027	Common Stock	3,162	$0	18,969	D
Restricted Stock Units	$27.03	08/15/2025		M			2,601	02/15/2025	02/15/2028	Common Stock	2,601	$0	26,013	D

Explanation of Responses:

	/s/ Linda C. Frazier, attorney in fact	08/18/2025
	** 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 transactions did TripAdvisor (TRIP) insider Seth J. Kalvert report on 08/15/2025?

The Form 4 reports RSU acquisitions of 3,162 and 2,601 units (converted to common shares) and disposals of 1,529 and 1,258 common shares, with prices shown at $18.03.

Did Seth Kalvert increase or decrease his beneficial ownership in TRIP?

His beneficial ownership figures reported fluctuate between 146,451 and 149,052 shares across transactions, reflecting both acquisitions and disposals.

Were these transactions option exercises or RSU vesting for TRIP insider filings?

The document shows Restricted Stock Units (RSUs) being acquired and converting into common stock, with two different grant/vesting schedules noted.

Are the reported sale prices for the disposed TRIP shares available?

Yes; the disposals are reported with a price of $18.03 per share on 08/15/2025.

Who signed the Form 4 for Seth Kalvert?

The Form 4 was signed by Linda C. Frazier, attorney-in-fact on 08/18/2025.