Seth Kalvert of Tripadvisor (TRIP) exercises 8,032 RSUs, nets shares

Rhea-AI Filing Summary

TripAdvisor, Inc. Chief Legal Officer & Secretary Seth J. Kalvert reported equity transactions in company stock. On February 5, 2026, performance-based restricted stock units covering 8,032 shares of common stock were exercised and converted into shares at a transaction price of $12.43 per share.

To cover associated obligations, 2,798 shares of common stock were disposed of at $12.43 per share. After these transactions, Kalvert directly beneficially owned 156,661 shares of TripAdvisor common stock.

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^*

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)
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		8,032	A	$12.43	159,459	D
Common Stock	02/05/2026		F		2,798	D	$12.43	156,661	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			8,032	12/31/2025	12/31/2026	Common Stock	8,032	$0	8,033	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 Seth J. Kalvert?

TripAdvisor reported that Chief Legal Officer & Secretary Seth J. Kalvert exercised performance-based restricted stock units for 8,032 common shares on February 5, 2026, and had shares withheld or sold to cover obligations, leaving him with 156,661 directly owned shares.

How many TripAdvisor shares did Seth J. Kalvert acquire and dispose of on February 5, 2026?

On February 5, 2026, Seth J. Kalvert acquired 8,032 TripAdvisor common shares from performance-based restricted stock units and disposed of 2,798 common shares, both recorded at a transaction price of $12.43 per share in the filing.

What is Seth J. Kalvert’s TripAdvisor share ownership after this Form 4?

After the reported transactions, Chief Legal Officer & Secretary Seth J. Kalvert directly beneficially owned 156,661 shares of TripAdvisor common stock, as shown in the Form 4’s post-transaction ownership column for non-derivative securities.

What type of derivative security did TripAdvisor’s Form 4 disclose for Seth J. Kalvert?

The Form 4 disclosed performance-based restricted stock units as the derivative security for Seth J. Kalvert, covering 8,032 underlying TripAdvisor common shares that became exercisable and were converted into common stock on February 5, 2026.

At what price were Seth J. Kalvert’s TripAdvisor share transactions recorded?

The Form 4 shows the common stock transactions recorded at a price of $12.43 per share for both the 8,032 shares acquired upon exercise and the 2,798 shares disposed of on February 5, 2026, in connection with the equity award.

What role does Seth J. Kalvert hold at TripAdvisor (TRIP) in this Form 4?

In this Form 4, Seth J. Kalvert is identified as an officer of TripAdvisor, serving as Chief Legal Officer & Secretary, and the filing reflects his direct beneficial ownership of the reported common stock and derivative equity awards.