TripAdvisor (TRIP) CAO logs RSU vesting and same-day share shift

Rhea-AI Filing Summary

TripAdvisor, Inc. Chief Accounting Officer Geoffrey Gouvalaris reported equity transactions on February 5, 2026. A performance-based restricted stock unit award for 892 shares was exercised into common stock. On the same date, he acquired 892 common shares at $12.43 per share, then disposed of 311 common shares, also at $12.43, in a transaction coded "F." Following these moves, he directly beneficially owned 95,058 TripAdvisor common shares.

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^*

Gouvalaris Geoffrey

(Last) (First) (Middle)

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
	Officer (give title below)	X	Other (specify below)
			Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		M		892	A	$12.43	95,369	D
Common Stock	02/05/2026		F		311	D	$12.43	95,058	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 (Performance-Based)	$27.03	02/05/2026		M			892	12/31/2025	12/31/2026	Common Stock	892	$0	892	D

Explanation of Responses:

	/s/ Linda C. Frazier, attorney in fact	02/09/2026
	** 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.

FAQ

What insider transaction did TripAdvisor (TRIP) report for Geoffrey Gouvalaris?

TripAdvisor reported equity award activity for Chief Accounting Officer Geoffrey Gouvalaris. On February 5, 2026 he exercised 892 performance-based restricted stock units into common stock and reported two related common stock transactions, one acquisition and one disposition, both at a price of $12.43 per share.

How many TripAdvisor shares does Geoffrey Gouvalaris own after the February 2026 Form 4?

After the reported transactions, Geoffrey Gouvalaris directly beneficially owned 95,058 TripAdvisor common shares. This figure reflects the net result of exercising 892 performance-based restricted stock units and a same-day disposition of 311 common shares, as detailed in the Form 4 filing.

What was the size and price of Geoffrey Gouvalaris’s TripAdvisor stock transactions?

The Form 4 lists two common stock transactions at $12.43 per share. One involved acquiring 892 TripAdvisor common shares coded “M,” and the other a disposition of 311 common shares coded “F,” all dated February 5, 2026, following the vesting of performance-based restricted stock units.

What derivative securities did Geoffrey Gouvalaris exercise at TripAdvisor?

He exercised 892 performance-based restricted stock units tied to TripAdvisor common stock. The derivative security carried a conversion or exercise price of $27.03, and the exercise on February 5, 2026 resulted in 892 underlying common shares, with 892 derivative units shown as beneficially owned afterward.

What do the transaction codes M and F mean in the TripAdvisor Form 4?

The Form 4 shows transaction code “M” and code “F” for Gouvalaris. Code M indicates an exercise or conversion of derivative securities, such as restricted stock units, while code F denotes a disposition of shares associated with that award, both recorded on February 5, 2026.