TripAdvisor (NASDAQ: TRIP) grants RSU and PSU awards to Brand President

Rhea-AI Filing Summary

Dalton Kristen Ann reported acquisition or exercise transactions in this Form 4 filing.

TripAdvisor, Inc. reported that Kristen Ann Dalton, President, Brand Tripadvisor, received equity awards in the form of restricted stock units tied to the company’s common stock. She was granted 49,309 time-based RSUs, vesting 25% on February 15, 2027 and 6.25% quarterly until fully vested on February 15, 2030. She was also granted 49,309 performance-based RSUs as a target award, with actual vesting based on performance for the period ending December 31, 2027, settling 50% on or about that date and 50% on December 31, 2028.

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^*

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)
03/10/2026

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

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	$10.14	03/10/2026		A		49,309		02/15/2027(1)	02/15/2030	Common Stock	49,309	$0	49,309	D
Restricted Stock Units (Performance-Based)	$10.14	03/10/2026		A		49,309		12/31/2027(2)	12/31/2028	Common Stock	49,309	$0	49,309	D

Explanation of Responses:

1. Date at which first vesting occurs is indicated. 25% of the total number of RSUs vest on February 15, 2027, and 6.25% will vest quarterly thereafter. The award is fully vested on February 15, 2030.

2. The number of PSUs to vest and settle will be based on actual performance relative to the performance metrics, targets and weightings established by the Compensation Committee for the performance period ended December 31, 2027. The number of derivative securities set forth above is the target number of PSUs. The actual number of PSUs will vest and settle 50% on or about December 31, 2027 and the remaining 50% on December 31, 2028.

	/s/ Linda C. Frazier, attorney in fact	03/12/2026
	** 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.
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FAQ

What insider transaction did TripAdvisor (TRIP) report for Kristen Ann Dalton?

TripAdvisor reported that Kristen Ann Dalton, President, Brand Tripadvisor, received equity compensation grants. She was awarded time-based restricted stock units and performance-based restricted stock units, both tied to TripAdvisor common stock, as part of her executive compensation package.

How many time-based RSUs did Kristen Ann Dalton receive at TripAdvisor (TRIP)?

Kristen Ann Dalton received 49,309 time-based restricted stock units. These RSUs vest over several years, with 25% vesting on February 15, 2027, and 6.25% vesting quarterly thereafter until the award becomes fully vested on February 15, 2030.

What are the vesting terms for Kristen Ann Dalton’s performance-based RSUs at TripAdvisor (TRIP)?

Dalton’s performance-based RSUs have a target amount of 49,309 units. The actual number that vests depends on performance metrics for the period ending December 31, 2027, with 50% settling on or about that date and 50% on December 31, 2028.

Are Kristen Ann Dalton’s RSU grants at TripAdvisor (TRIP) open-market purchases or compensation awards?

These transactions are compensation-related awards, not open-market purchases. The Form 4 classifies them under code A as grants or awards of derivative securities, reflecting part of Dalton’s equity-based compensation rather than discretionary stock buying or selling.

When do Kristen Ann Dalton’s time-based RSUs at TripAdvisor (TRIP) fully vest?

Her time-based restricted stock units begin vesting with 25% on February 15, 2027. After that, 6.25% vests each quarter, and the entire award becomes fully vested on February 15, 2030, assuming continued service and no forfeiture events.

What performance period determines Kristen Ann Dalton’s performance-based RSUs at TripAdvisor (TRIP)?

The number of performance-based RSUs that ultimately vest is tied to results over a performance period ending December 31, 2027. The award settles in two tranches: half around December 31, 2027, and the other half on December 31, 2028, based on that performance.