TRIP Form 4: CFO Noonan Discloses RSUs and Common Stock Trades on 08/15/2025

Rhea-AI Filing Summary

TripAdvisor CFO and SVP Michael Noonan reported multiple equity transactions on 08/15/2025. The Form 4 shows both acquisitions and dispositions of TripAdvisor common stock and related restricted stock units. Reported non-derivative trades include purchases of 4,216 and 3,757 shares and dispositions of 2,039 and 1,817 shares, with reported beneficial ownership levels shown after each trade, and final reported beneficial ownership of 72,116 shares. Table II lists restricted stock units underlying 4,216 and 3,757 shares with exercisability and expiration dates in 2027–2028.

Positive

• Officer purchases recorded (4,216 and 3,757 shares) indicating insider acquisition activity
• Restricted stock units disclosed with exercisability/expiration dates, providing transparency on compensation-driven equity

Negative

• Concurrent dispositions (2,039 and 1,817 shares) reduce holdings in the same reporting period
• Final beneficial ownership level limited to 72,116 shares (as reported), which may be modest relative to institutional thresholds

Insights

Securities Analyst

TL;DR: Officer executed small mixed buys and sells; net holdings remain in the low tens of thousands of shares, signaling routine compensation and transfers.

The Form 4 documents contemporaneous acquisitions and dispositions on 08/15/2025 by Michael Noonan, CFO & SVP. Non-derivative activity shows two purchases (4,216 and 3,757 shares) and two dispositions (2,039 and 1,817 shares), with sequential beneficial ownership counts recorded after each trade. Table II indicates restricted stock units tied to those amounts with exercisability dates in 2027–2028. The pattern is consistent with scheduled vesting, plan-based sales, or internal rebalancing rather than a single directional trade.

Corporate Governance Expert

TL;DR: Disclosure appears complete and signed by attorney-in-fact; transactions align with typical officer equity awards and reporting obligations.

The filing includes the reporting person, role

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^*

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)
08/15/2025

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	08/15/2025		M		4,216	A	$18.03	72,215	D
Common Stock	08/15/2025		F		2,039	D	$18.03	70,176	D
Common Stock	08/15/2025		M		3,757	A	$18.03	73,933	D
Common Stock	08/15/2025		F		1,817	D	$18.03	72,116	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	08/15/2025		M			4,216	02/15/2024	02/15/2027	Common Stock	4,216	$0	25,293	D
Restricted Stock Units	$27.03	08/15/2025		M			3,757	02/15/2025	02/15/2028	Common Stock	3,757	$0	37,575	D

Explanation of Responses:

	/s/ Linda C. Frazier, attorney in fact	08/18/2025
	** 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 transactions did TripAdvisor (TRIP) insider Michael Noonan report on 08/15/2025?

The Form 4 shows purchases of 4,216 and 3,757 shares and dispositions of 2,039 and 1,817 shares, all dated 08/15/2025.

How many TripAdvisor shares does Michael Noonan beneficially own after these transactions?

The filing reports sequential post-transaction beneficial ownership figures, with the final reported level shown as 72,116 shares.

Were any derivative awards disclosed for Michael Noonan in this Form 4?

Yes. Table II discloses restricted stock units underlying 4,216 and 3,757 common shares with exercisability and expiration dates in 2027–2028.

Who signed the Form 4 for Michael Noonan?

The Form 4 bears a signature by /s/ Linda C. Frazier, attorney in fact dated 08/18/2025.

What is Michael Noonan's role at TripAdvisor as listed on the Form 4?

He is identified as CFO & SVP and an officer of TripAdvisor.