TripAdvisor (TRIP) CEO Matt Goldberg exercises RSUs, withholds shares for tax

Rhea-AI Filing Summary

TripAdvisor, Inc. CEO and President Matt Goldberg reported multiple equity transactions dated February 13, 2026. He exercised previously granted restricted stock units into common stock at a stated value of $10.32 per share and had portions of the resulting shares withheld to cover tax liabilities through tax-withholding dispositions.

Following these transactions, his directly owned common stock position was reported as 231,675 shares. A related award of restricted stock units vests over time, with 25% vesting on February 15, 2026, 6.25% vesting quarterly thereafter, and full vesting on February 15, 2029.

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)
02/13/2026

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
Common Stock	02/13/2026		M		8,324	A	$10.32	199,317	D
Common Stock	02/13/2026		F		4,025	D	$10.32	195,292	D
Common Stock	02/13/2026		M		1,698	A	$10.32	196,990	D
Common Stock	02/13/2026		F		821	D	$10.32	196,169	D
Common Stock	02/13/2026		M		68,745	A	$10.32	264,914	D
Common Stock	02/13/2026		F		33,239	D	$10.32	231,675	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	$27.03	02/13/2026		M			8,324	02/15/2025	02/15/2028	Common Stock	8,324	$0	66,593	D
Restricted Stock Units	$13.8	02/13/2026		M			1,698	08/16/2025	08/16/2028	Common Stock	1,698	$0	16,984	D
Restricted Stock Units	$14.91	02/13/2026		M			68,745	02/15/2026(1)	02/15/2029	Common Stock	68,745	$0	206,238	D

Explanation of Responses:

1. Date at which first vesting occurs is indicated. 25% of the total number of RSUs vest on February 15, 2026, and 6.25% will vest quarterly thereafter. The award is fully vested on February 15, 2029.

	/s/ Linda C. Frazier, attorney in fact	02/18/2026
	** 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 transactions did TripAdvisor (TRIP) report for Matt Goldberg?

TripAdvisor (TRIP) reported that CEO Matt Goldberg exercised previously granted restricted stock units into common stock and had some of the resulting shares withheld to satisfy tax obligations. These transactions were recorded on February 13, 2026, and involve derivative exercises rather than open-market stock purchases or sales.

How many TripAdvisor (TRIP) shares does Matt Goldberg hold after these Form 4 transactions?

After the reported Form 4 transactions, Matt Goldberg’s directly owned TripAdvisor common stock holdings were listed as 231,675 shares. This figure reflects the combination of shares acquired through restricted stock unit exercises and shares withheld to cover tax liabilities on February 13, 2026.

Were Matt Goldberg’s TripAdvisor (TRIP) Form 4 transactions open-market buys or sells?

Matt Goldberg’s Form 4 transactions were not open-market buys or sells. They primarily reflect exercises or conversions of restricted stock units into common stock, along with tax-withholding dispositions where a portion of shares was delivered to cover tax liabilities at a stated value of $10.32 per share.

What vesting schedule applies to Matt Goldberg’s TripAdvisor (TRIP) restricted stock units?

The reported restricted stock units for Matt Goldberg follow a time-based vesting schedule. According to the disclosure, 25% of the total RSUs vest on February 15, 2026, with 6.25% vesting quarterly thereafter. The award becomes fully vested on February 15, 2029, subject to continued service conditions.

What does transaction code M mean in Matt Goldberg’s TripAdvisor (TRIP) Form 4?

In this Form 4, transaction code M indicates an exercise or conversion of a derivative security, specifically restricted stock units converting into common stock. These M-coded entries increase Matt Goldberg’s share ownership without representing traditional open-market purchases of TripAdvisor stock on an exchange.

What does transaction code F indicate in TripAdvisor (TRIP) CEO Matt Goldberg’s filing?

Transaction code F in Matt Goldberg’s filing indicates shares were disposed of to pay tax liabilities related to equity awards. Rather than selling shares on the open market, a portion of the newly acquired common stock was withheld at a stated price of $10.32 per share to satisfy withholding obligations.