TripAdvisor (TRIP) awards CFO Noonan RSUs and performance stock units

Rhea-AI Filing Summary

Noonan Michael reported acquisition or exercise transactions in this Form 4 filing.

TripAdvisor, Inc. reported that its CFO & SVP, Michael Noonan, received two equity awards in the form of restricted stock units tied to TripAdvisor common stock. These are compensation-related grants, not open‑market share purchases or sales.

The first award covers 86,291 restricted stock units. According to the terms, 25% vest on February 15, 2027, with 6.25% vesting quarterly thereafter until the award is fully vested on February 15, 2030.

The second award covers a target of 86,291 performance-based restricted stock units. The actual number that vests will depend on performance versus pre-set metrics for the period ending December 31, 2027, with 50% scheduled to vest on or about December 31, 2027 and the remaining 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

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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^*

Noonan Michael

(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)
	CFO & SVP

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		86,291		02/15/2027(1)	02/15/2030	Common Stock	86,291	$0	86,291	D
Restricted Stock Units (Performance-Based)	$10.14	03/10/2026		A		86,291		12/31/2027(2)	12/31/2028	Common Stock	86,291	$0	86,291	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 insider transaction did TripAdvisor (TRIP) report for Michael Noonan?

TripAdvisor reported that CFO & SVP Michael Noonan received two equity awards: 86,291 time-based restricted stock units and 86,291 performance-based restricted stock units. These are compensation awards, not open-market trades, and are tied to future service and performance conditions.

How many restricted stock units did TripAdvisor grant to its CFO?

Michael Noonan was granted 86,291 time-based restricted stock units and a target of 86,291 performance-based restricted stock units. Both awards reference TripAdvisor common stock and are structured to vest over several years, aligning compensation with long-term performance and retention goals.

What is the vesting schedule for Michael Noonan’s time-based RSUs at TripAdvisor (TRIP)?

For the time-based RSUs, 25% of the 86,291 units vest on February 15, 2027. The remaining units vest at 6.25% each quarter thereafter, with the award becoming fully vested on February 15, 2030, assuming continued service through those dates.

How do the performance-based RSUs for TripAdvisor’s CFO vest?

The 86,291 performance-based RSUs are a target amount, with actual vesting based on performance versus metrics for the period ending December 31, 2027. Units that earn out will vest 50% on or about December 31, 2027 and 50% on December 31, 2028.

Are Michael Noonan’s new TripAdvisor awards open-market share purchases or sales?

These awards are not open-market purchases or sales. They are grants of restricted stock units and performance-based restricted stock units awarded as compensation, with no cash price per share and vesting tied to future service and performance outcomes.

What role does Michael Noonan hold at TripAdvisor (TRIP) in this Form 4?

In this Form 4, Michael Noonan is identified as an officer of TripAdvisor, serving as CFO & SVP. The reported transactions reflect equity compensation awards associated with his executive role rather than discretionary trading in TripAdvisor’s common stock.