TripAdvisor Form 4: 2,021-share sale for RSU tax withholding reported

Rhea-AI Filing Summary

Almir Ambeskovic, an officer of TripAdvisor, Inc. (TRIP), reported a routine sale of 2,021 shares of TripAdvisor common stock on 08/18/2025 at a price of $16.972 per share. The filing shows the sale was executed to cover tax withholding obligations related to the vesting and settlement of restricted stock units (RSUs) that vested on August 15, as previously reported, and the reporting person retains 18,454 shares following the transaction. The Form 4 was submitted by an attorney-in-fact on behalf of the reporting person and notes the sale was not a discretionary trade by the insider.

Insights

Securities Analyst

TL;DR: Routine tax-withholding sale of vested RSUs; not a discretionary disposition and appears non-material to ownership control.

The transaction discloses a small disposition of 2,021 shares to satisfy tax withholding from RSU vesting rather than an independent sell decision. At $16.972 per share, proceeds would be modest relative to institutional holdings and the reporting person's post-transaction ownership remains 18,454 shares. For investors, this is a routine administrative event that does not indicate a change in insider sentiment or corporate control.

Corporate Governance Expert

TL;DR: Administrative sale tied to RSU settlement; disclosure aligns with Section 16 reporting requirements and conveys no adverse governance signal.

The explanatory note clarifies the sale was to cover tax obligations from RSU vesting, which is a common, non-discretionary form of insider share disposition. The Form 4 properly reports the quantity sold and remaining beneficial ownership. There are no indications of unusual timing, related-party transfers, or derivative activity in this filing.

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^*

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)
08/18/2025

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	08/18/2025		S		2,021(1)	D	$16.972	18,454	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 sale reported on this Form 4 represents shares sold to cover tax withholding obligations in connection with the vesting and settlement of RSUs on August 15th, previously reported. The sale does not represent a discretionary transaction by the Reporting Person.

	/s/ Michael F. Billotti, attorney-in-fact	08/19/2025
	** 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 TRIP insider Almir Ambeskovic sell according to Form 4?

The filing reports a sale of 2,021 shares of TripAdvisor common stock.

Why were the shares sold in the TRIP Form 4 by Almir Ambeskovic?

The sale was executed to cover tax withholding obligations from the vesting and settlement of RSUs, not a discretionary sale.

At what price were the TRIP shares sold and how many shares does Ambeskovic own now?

The shares were sold at $16.972 per share and the reporting person beneficially owns 18,454 shares after the transaction.

Does the Form 4 indicate any derivative transactions or unusual transfers?

No. Table II shows no derivative securities; the filing only discloses a non-derivative sale tied to RSU tax withholding.

Who filed the Form 4 on behalf of the reporting person?

The document is signed by Michael F. Billotti, attorney-in-fact, filing on behalf of the reporting person.