TripAdvisor (TRIP) CEO Matt Goldberg granted time-based and performance RSU awards

Rhea-AI Filing Summary

Goldberg Matt reported acquisition or exercise transactions in this Form 4 filing.

TripAdvisor, Inc. reported that CEO and President Matt Goldberg received two equity awards in the form of restricted stock units tied to the company’s common stock. One award covers 202,169 time-based RSUs that begin vesting with 25% on February 15, 2027, with 6.25% vesting quarterly thereafter until fully vested on February 15, 2030. The second award covers 202,169 performance-based RSUs, where the actual number of units that vest will depend on performance against metrics set by the Compensation Committee for the period ending December 31, 2027. Any earned performance units are scheduled to vest and settle 50% on or about December 31, 2027 and the remaining 50% on December 31, 2028. Both awards are coded as grants, reflecting compensation rather than open-market purchases or sales.

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

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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^*

Goldberg Matt

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

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		202,169		02/15/2027(1)	02/15/2030	Common Stock	202,169	$0	202,169	D
Restricted Stock Units (Performance-Based)	$10.14	03/10/2026		A		202,169		12/31/2027(2)	12/31/2028	Common Stock	202,169	$0	202,169	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.
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FAQ

What did TripAdvisor (TRIP) CEO Matt Goldberg report in this Form 4?

Matt Goldberg reported receiving two equity compensation grants, both in restricted stock units tied to TripAdvisor common stock. One grant is time-based RSUs and the other is performance-based RSUs, each covering 202,169 units subject to future vesting conditions.

How many restricted stock units did the TripAdvisor (TRIP) CEO receive?

He received two separate equity awards, each for 202,169 restricted stock units tied to TripAdvisor common stock. One grant is time-based, and the other is performance-based, with vesting spanning from 2027 through 2030 depending on service and performance.

What are the vesting terms for Matt Goldberg’s time-based RSUs at TripAdvisor (TRIP)?

The time-based RSUs start vesting with 25% on February 15, 2027, then 6.25% vest quarterly after that date. The award becomes fully vested on February 15, 2030, assuming continued service over the full vesting period.

How do the performance-based RSUs for the TripAdvisor (TRIP) CEO vest?

The performance-based RSUs depend on results versus performance metrics and targets set for a period ending December 31, 2027. Any earned units vest and settle 50% on or about December 31, 2027 and the remaining 50% on December 31, 2028.

Is the TripAdvisor (TRIP) CEO Form 4 a stock purchase or sale?

The Form 4 reflects equity compensation grants, not open-market buying or selling. Both transactions are coded as “A” for grant or award acquisitions of restricted stock units, indicating compensation rather than discretionary share purchases or sales.

What performance period applies to TripAdvisor (TRIP) CEO performance-based RSUs?

The performance-based restricted stock units use a performance period ending December 31, 2027. The Compensation Committee sets performance metrics, targets, and weightings, and the number of units that actually vest will depend on results over that specific period.