TripAdvisor officer reports sale of 10,880 TRIP shares via 10b5-1 plan

Rhea-AI Filing Summary

TripAdvisor insider sale under 10b5-1 plan: The Chief Legal Officer and Secretary, Seth J. Kalvert, reported sale of 10,880 shares of TripAdvisor, Inc. (TRIP) on 09/19/2025 at an average price of $20.0372. The filing states the trades were effected pursuant to a Rule 10b5-1 trading plan adopted June 3, 2025, and summarizes a price range of $20.000 to $20.150. After the reported sale, the reporting person beneficially owned 136,914 shares. The Form 4 was signed by an attorney-in-fact on 09/22/2025.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, which provides pre-authorization and regulatory clarity
• Filing discloses exact shares sold and average price (10,880 shares at $20.0372), supporting transparency
• Post-transaction beneficial ownership disclosed (136,914 shares), allowing investors to track insider holdings

Negative

• Insider reduced holdings by 10,880 shares, representing a reported decline in the reporting person's stake
• Form 4 does not provide per-price execution breakdown; only an averaged price and a summarized price range are included

Insights

Corporate Governance Expert

TL;DR: Insider sale follows an established Rule 10b5-1 plan, indicating pre-authorized trades rather than opportunistic timing.

The reported disposition of 10,880 common shares by the Chief Legal Officer & Secretary was executed under a 10b5-1 plan adopted June 3, 2025, which provides an affirmative defense to insider trading claims when properly structured. The filing discloses an average price ($20.0372) and a summarized price range ($20.000–$20.150) consistent with SEC reporting practice. The remaining beneficial ownership of 136,914 shares is disclosed, and the Form 4 was executed by an attorney-in-fact. From a governance perspective, use of a documented trading plan and timely Form 4 filing align with disclosure best practices.

Securities Analyst

TL;DR: Transaction is a routine officer sale under a pre-established trading plan; limited direct market-impact information.

The sale of 10,880 shares at an average price of $20.0372 is clearly disclosed and noted as part of a 10b5-1 plan adopted June 3, 2025. The filing summarizes the price range and offers to provide detailed per-price execution data on request. Post-transaction beneficial ownership stands at 136,914 shares. This Form 4 reports a specific, quantifiable reduction in insider holdings but does not provide any company operational or financial performance data that would affect valuation analysis.

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).

X

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^*

Kalvert Seth J

(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)
	Chief Legal Officer & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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	09/19/2025		S		10,880(1)	D	$20.0372(2)	136,914	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

Explanation of Responses:

1. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 3, 2025.

2. Transactions within a $1.00 price range are summarized in accordance with the June 25th 2008 SEC No Action letter. The range of prices represented by this average is $20.000 - $20.150. The reporting person undertakes to provide Tripadvisor, Inc., any security holder of Tripadvisor, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Linda C. Frazier, attorney in fact	09/22/2025
	** 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 did TripAdvisor insider Seth J. Kalvert report on Form 4 for TRIP?

The filing reports the sale of 10,880 shares of TripAdvisor common stock on 09/19/2025 under a Rule 10b5-1 plan, at an average price of $20.0372.

Was the sale by the TripAdvisor officer pre-authorized under a trading plan?

Yes. The Form 4 states the transactions were effected pursuant to a 10b5-1 trading plan adopted on June 3, 2025.

How many TripAdvisor shares does the reporting person own after the sale?

After the reported sale, the reporting person beneficially owned 136,914 shares.

What price range is disclosed for the TRIP sale?

The filing summarizes sales within a price range of $20.000 to $20.150 and reports an average price of $20.0372.

Who signed the Form 4 for this TripAdvisor filing?

The Form 4 was signed by Linda C. Frazier, attorney-in-fact, on 09/22/2025.