TripAdvisor, Inc. (TRIP) CFO converts 2,425 RSUs, withholds 1,173 shares

Rhea-AI Filing Summary

TripAdvisor, Inc. CFO & SVP Michael Noonan reported equity compensation activity on July 31, 2026. He converted 2,425 Restricted Stock Units into an equal number of shares of Common Stock at a reported price of $14.19 per share. A related entry shows 1,173 Common Stock shares delivered or withheld to pay the exercise price or associated tax liability under transaction code F. Following the conversion, Noonan had 2,426 Restricted Stock Units remaining from the reported award. The filing does not affirm use of a Rule 10b5-1 trading plan.

Insider Trade Summary

Net Buyer: 1,252 shares

Net Buy 3 txns

Insider Noonan Michael

Role CFO & SVP

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,425	$0.00	$0.00
Exercise	Common Stock	2,425	$14.19	$34K
Exercise Price or Tax Liability	Common Stock	1,173	$14.19	$17K

Holdings After Transaction: Restricted Stock Units — 2,426 shares (Direct); Common Stock — 139,310 shares (Direct)

Key Figures

RSUs converted: 2,425 units Common shares acquired: 2,425 shares Shares delivered/withheld: 1,173 shares +2 more

5 metrics

RSUs converted 2,425 units Restricted Stock Units converted into Common Stock on July 31, 2026

Common shares acquired 2,425 shares Common Stock received from RSU conversion at a reported $14.19 per share

Shares delivered/withheld 1,173 shares Common Stock delivered or withheld to pay exercise price or tax liability (code F)

Reported share price $14.19 per share Price per share for Common Stock entries related to the RSU conversion

RSUs remaining 2,426 units Restricted Stock Units outstanding following the derivative transaction

Key Terms

Restricted Stock Units, derivative security, transaction code F, Rule 10b5-1 trading plan

4 terms

Restricted Stock Units financial

"Security title is listed as Restricted Stock Units in the derivative entry."

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.

derivative security financial

"Transaction code M is described as Exercise or conversion of derivative security."

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

transaction code F financial

"Transaction code F denotes payment of exercise price or tax liability."

Rule 10b5-1 trading plan financial

"A dedicated checkbox can affirm use of a Rule 10b5-1 trading plan."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/04/2026 - 05:45 PM Accepted by SEC EDGAR 08/04/2026 - 05:45 PM Learn about SEC filing dates

FAQ

What insider transaction did TripAdvisor (TRIP) CFO Michael Noonan report?

CFO Michael Noonan reported converting 2,425 Restricted Stock Units into TripAdvisor Common Stock on July 31, 2026 at a reported price of $14.19 per share. A related Form 4 entry shows 1,173 shares delivered or withheld to pay the exercise price or associated tax liability.

How many TripAdvisor (TRIP) shares did Michael Noonan acquire from RSU conversion?

Michael Noonan acquired 2,425 shares of Common Stock through the conversion of 2,425 Restricted Stock Units. The Form 4 lists a reported price of $14.19 per share for these Common Stock shares on July 31, 2026, tied to the RSU-related transaction.

How many TripAdvisor (TRIP) shares were withheld or delivered for exercise price or taxes?

The filing shows 1,173 shares of Common Stock with transaction code F at $14.19 per share. That code reflects payment of the exercise price or tax liability by delivering or withholding securities connected to the same RSU-related transaction.

What RSU balance does TripAdvisor (TRIP) CFO Michael Noonan report after this transaction?

After converting 2,425 Restricted Stock Units, Michael Noonan reports holding 2,426 Restricted Stock Units of TripAdvisor as of the July 31, 2026 transaction. This figure appears as the total shares following transaction for the derivative (RSU) entry in the Form 4 data.

Were Michael Noonan’s TripAdvisor (TRIP) transactions made under a Rule 10b5-1 plan?

The Form 4 does not affirm that these transactions were made under a Rule 10b5-1 trading plan. The filing’s dedicated 10b5-1 checkbox is not marked as affirmatively indicating that a pre-arranged trading arrangement governed the reported RSU conversion and related share withholding.

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^*

Noonan Michael

(Last) (First) (Middle)

C/O TRIPADVISOR, INC.

400 1ST 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)
	CFO & SVP

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

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	07/31/2026		M		2,425	A	$14.19	140,483	D
Common Stock	07/31/2026		F		1,173	D	$14.19	139,310	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	07/31/2026		M			2,425	10/31/2023	10/31/2026	Common Stock	2,425	$0	2,426	D

Explanation of Responses:

	/s/ Linda C. Frazier, attorney in fact	08/04/2026
	** 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)