TRIP insider Kristen Dalton reports RSU vesting and share sales on 08/15/2025

Rhea-AI Filing Summary

TripAdvisor director and officer Kristen Ann Dalton reported multiple transactions on 08/15/2025 involving common stock and restricted stock units tied to the company (TRIP). The filing shows a sequence of acquisitions (codes M) totaling 6,622 common shares or RSU equivalents at an indicated price of $18.03 and dispositions (codes F) totaling 4,603 shares at the same price, leaving reported beneficial ownership in common stock positions of 95,266 and derivative/RSU holdings reflected across 1,844, 16,862, and 28,903 units respectively. The Form 4 was signed by an attorney-in-fact on 08/18/2025.

Positive

• Timely filing evidenced by a Form 4 submission and attorney-in-fact signature on 08/18/2025, indicating compliance with reporting rules
• Reported acquisitions totaling 6,622 shares/RSU equivalents on 08/15/2025 at $18.03, reflecting successful vesting or grants being recorded

Negative

• Reported dispositions totaling 4,603 shares on 08/15/2025 at $18.03, which reduced direct beneficial holdings
• Insufficient context in the filing to explain the economic purpose (e.g., tax withholding vs open-market sale) for the dispositions

Insights

Securities Compliance Analyst

TL;DR: Multiple routine insider grant vesting and offsetting sales reported; appears administrative rather than strategic.

The Form 4 records simultaneous recognized acquisitions (M) and disposals (F) on 08/15/2025 at $18.03 per share, consistent with vesting of restricted stock units and partial sales to cover taxes or withholding. Reported beneficial ownership counts are updated after each line, ending with 95,266 shares directly held. Transactions and timing are typical for executive compensation settlements and do not, by themselves, indicate a change in corporate control or material event.

Corporate Governance Specialist

TL;DR: Disclosure documents routine insider activity tied to RSU vesting and offsetting dispositions; procedural compliance is evident.

The table shows restricted stock units becoming exercisable across three vesting/expiration schedules and corresponding share transfers. The mix of acquisition and disposition codes at the same per-share amount suggests tax-withholding or disposition of shares upon vesting rather than open-market trading for strategic reasons. The timely filing and attorney-in-fact signature indicate procedural adherence.

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^*

Dalton Kristen Ann

(Last) (First) (Middle)

400 FIRST 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)
	President, Brand Tripadvisor

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		922	A	$18.03	91,371	D
Common Stock	08/15/2025		F		446	D	$18.03	90,925	D
Common Stock	08/15/2025		M		2,810	A	$18.03	93,735	D
Common Stock	08/15/2025		F		1,359	D	$18.03	92,376	D
Common Stock	08/15/2025		M		2,890	A	$18.03	95,266	D
Common Stock	08/15/2025		F		1,398	D	$18.03	93,868	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			922	05/07/2025	02/15/2026	Common Stock	922	$0	1,844	D
Restricted Stock Units	$0	08/15/2025		M			2,810	05/07/2025	02/15/2027	Common Stock	2,810	$0	16,862	D
Restricted Stock Units	$0	08/15/2025		M			2,890	05/07/2025	02/15/2028	Common Stock	2,890	$0	28,903	D

Explanation of Responses:

	/s/ Michael F. Billotti, 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 insider made the trades in the TripAdvisor (TRIP) Form 4?

Kristen Ann Dalton, identified as President, Brand Tripadvisor, is the reporting person.

When did the reported transactions occur for TRIP?

All transactions listed in the Form 4 occurred on 08/15/2025 and the form was signed on 08/18/2025.

How many shares did Kristen Ann Dalton beneficially own after the transactions?

The filing shows a direct beneficial ownership figure ending at 95,266 common shares following the reported transactions.

Were the transactions purchases, sales, or vesting of restricted stock?

The Form 4 shows acquisitions (code M) and dispositions (code F) and lists Restricted Stock Units with vesting/exercise dates, indicating RSU vesting and offsetting disposals.

At what price were the common stock transactions reported?

Each listed common stock transaction shows a price of $18.03 per share.