[Form 4] TripAdvisor, Inc. Insider Trading Activity

Rhea-AI Filing Summary

TripAdvisor, Inc. (TRIP) CEO of TheFork reports RSU vesting and tax-sale activity. On 11/14/2025, the executive exercised restricted stock units (RSUs) into 2,810 shares of common stock at an exercise price of $0 and a separate 1,734-share RSU tranche, with the common stock shown at $15.75 per share. These transactions increased the executive’s directly held common stock to 22,998 shares.

On 11/17/2025, 2,094 shares of common stock were sold at $14.711 per share, leaving 20,904 shares of common stock beneficially owned. The explanation states this sale was made to cover tax withholding obligations related to RSU vesting on November 14 and was not a discretionary trade by the reporting person. Following these transactions, the executive continues to hold derivative positions in RSUs, including 14,052 and 15,608 RSUs with stated exercisable and expiration dates.

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^*

Ambeskovic Almir

(Last) (First) (Middle)

C.SO DI PORTA NUOVA 3

LOMBARDIA

(Street)

MILANO ITALY 20121

(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)
	CEO, TheFork

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025

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	11/14/2025		M		2,810	A	$15.75	21,264	D
Common Stock	11/14/2025		M		1,734	A	$15.75	22,998	D
Common Stock	11/17/2025		S		2,094(1)	D	$14.711	20,904	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	11/14/2025		M			2,810	02/15/2025	02/15/2027	Common Stock	2,810	$0	14,052	D
Restricted Stock Units	$0	11/14/2025		M			1,734	02/15/2025	02/15/2028	Common Stock	1,734	$0	15,608	D

Explanation of Responses:

1. The sale reported on this Form 4 represents shares sold to cover tax withholding obligations in connection with the vesting and settlement of RSUs on November 14th. The sale does not represent a discretionary transaction by the Reporting Person.

	/s/ Michael F. Billotti, attorney-in-fact	11/18/2025
	** 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.
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FAQ

What insider transaction did TripAdvisor (TRIP) disclose in this Form 4?

The filing reports that the CEO of TheFork, an officer of TripAdvisor, Inc. (TRIP), had restricted stock units (RSUs) vest on 11/14/2025, converting into shares of common stock, and then sold a portion of those shares on 11/17/2025 to cover tax withholding obligations.

How many TripAdvisor (TRIP) shares did the officer acquire through RSU vesting?

On 11/14/2025, RSUs converted into 2,810 shares of TripAdvisor common stock and a separate RSU tranche of 1,734 shares, both shown with a common stock price of $15.75 per share in the non-derivative table.

How many TripAdvisor (TRIP) shares were sold, and at what price?

On 11/17/2025, the officer sold 2,094 shares of TripAdvisor common stock at a price of $14.711 per share, as reported under transaction code S in Table I.

Why were TripAdvisor (TRIP) shares sold according to the Form 4 explanation?

The explanation states that the sale of 2,094 shares was made to cover tax withholding obligations related to the vesting and settlement of RSUs on November 14 and that the sale does not represent a discretionary transaction by the reporting person.

How many TripAdvisor (TRIP) common shares does the officer own after these transactions?

After the reported transactions, the officer beneficially owns 20,904 shares of TripAdvisor common stock directly, as shown in the post-transaction holdings column of Table I.

What RSU balances remain for the TripAdvisor (TRIP) officer after these transactions?

Following the exercises reported on 11/14/2025, the officer still holds 14,052 RSUs from one grant and 15,608 RSUs from another, each with stated exercisable dates of 02/15/2025 and expiration dates of 02/15/2027 and 02/15/2028, respectively.

What is the reporting person’s role and relationship to TripAdvisor (TRIP)?

The reporting person is identified as an officer of TripAdvisor, with the title CEO, TheFork, and the filing is made as a Form filed by One Reporting Person.