TripAdvisor (TRIP) strategy chief exercises 1,306 RSUs with 384 shares for taxes

Rhea-AI Filing Summary

TripAdvisor, Inc. Chief Strategy & Ops Officer Kristen Ann Dalton reported routine equity compensation activity. She exercised 1,306 Restricted Stock Units, receiving the same number of common shares at a stated price of $11.13 per share. To cover tax obligations, 384 common shares were disposed of through a tax-withholding transaction, not an open-market sale. After these transactions, she directly held 118,925 common shares and 2,613 Restricted Stock Units.

Insider Trade Summary

1,306 shares exercised/converted

Mixed 3 txns

Insider Dalton Kristen Ann

Role Chief Strategy & Ops Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,306	$0.00	--
Exercise	Common Stock	1,306	$11.13	$15K
Tax Withholding	Common Stock	384	$11.13	$4K

Holdings After Transaction: Restricted Stock Units — 2,613 shares (Direct, null); Common Stock — 118,925 shares (Direct, null)

Footnotes (1)

Key Figures

RSUs exercised: 1,306 units Tax-withholding shares: 384 shares Stated share price: $11.13 per share +3 more

6 metrics

RSUs exercised 1,306 units Restricted Stock Units converted to common stock on May 1, 2026

Tax-withholding shares 384 shares Common shares used for tax-withholding disposition on May 1, 2026

Stated share price $11.13 per share Price per share shown for common stock transactions on May 1, 2026

Shares held after transactions 118,925 shares Direct TripAdvisor common stock holdings after Form 4 transactions

RSUs outstanding after 2,613 units Restricted Stock Units balance following the reported exercise

Tax-withholding value reference 384 × $11.13 Shares and per-share amount used to satisfy tax obligations

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative exercise/conversion, non-derivative, +1 more

5 terms

Restricted Stock Units financial

"The security title is listed as "Restricted Stock Units" for one transaction"

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 is described as "tax-withholding disposition" for code F"

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 is described as "derivative exercise/conversion" for code M"

non-derivative financial

"Transaction type is identified as "non-derivative" for common stock entries"

derivative financial

"Transaction type is shown as "derivative" for the RSU position"

A derivative is a financial contract whose value depends on the price or performance of another asset or measure — for example a stock, index, interest rate, commodity, or currency. Investors use derivatives like insurance or leveraged bets to hedge risk, speculate, or gain exposure without owning the underlying asset; they can protect portfolios but also amplify losses and introduce counterparty and market risk.

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^*

Dalton Kristen Ann

(Last) (First) (Middle)

400 FIRST 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)
	Chief Strategy & Ops Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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	05/01/2026		M		1,306	A	$11.13	118,925	D
Common Stock	05/01/2026		F		384	D	$11.13	118,541	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	05/01/2026		M			1,306	05/01/2025	11/01/2026	Common Stock	1,306	$0	2,613	D

Explanation of Responses:

	/s/ Michael F. Billotti, attorney-in-fact	05/05/2026
	** 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) report for Kristen Ann Dalton?

TripAdvisor reported that Chief Strategy & Ops Officer Kristen Ann Dalton exercised 1,306 Restricted Stock Units into common stock and had 384 shares withheld to cover taxes. These transactions are compensation-related and do not represent an open-market purchase or sale of shares.

How many TripAdvisor (TRIP) shares does Kristen Ann Dalton hold after this Form 4?

After the reported transactions, Kristen Ann Dalton directly holds 118,925 shares of TripAdvisor common stock and 2,613 Restricted Stock Units. These figures reflect her position immediately following the May 1, 2026 equity compensation and tax-withholding entries disclosed in the Form 4.

Was there an open-market sale of TripAdvisor (TRIP) shares in this Form 4?

No open-market sale occurred. The Form 4 shows 384 TripAdvisor shares classified under code F as a tax-withholding disposition. This means shares were withheld to satisfy tax liabilities related to equity compensation, not sold at the insider’s discretion in the market.

What does the exercise of 1,306 RSUs mean for TripAdvisor (TRIP) insider holdings?

The exercise of 1,306 Restricted Stock Units converted those units into 1,306 TripAdvisor common shares for Kristen Ann Dalton. This increased her direct share ownership while reducing outstanding RSUs, a typical step as equity awards vest and are settled in stock.

How large is the tax-withholding component in this TripAdvisor (TRIP) Form 4?

The tax-withholding component involves 384 TripAdvisor common shares, recorded with transaction code F. These shares were used to satisfy tax obligations tied to vested equity, leaving Dalton with a net increase in directly held stock after the RSU exercise on May 1, 2026.