TripAdvisor awards director 17,818 restricted shares

CATES ANDREW F. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

CATES ANDREW F. reported acquisition or exercise transactions in this Form 4 filing.

TripAdvisor director Andrew F. Cates received a stock grant as board compensation. He was awarded 17,818 shares of TripAdvisor common stock at no cost, classified as restricted shares under the company’s 2023 Stock and Annual Incentive Plan. These restricted shares vest in full on June 29, 2027. Following the grant, Cates directly holds 33,704 TripAdvisor shares.

Insights

Equity compensation analyst

Routine equity grant compensates a TripAdvisor director with time-vested shares.

Director Andrew F. Cates was granted 17,818 restricted shares of TripAdvisor, Inc. common stock at a stated price of $0.00 per share. The grant is tied to his election to the Board and comes under the 2023 Stock and Annual Incentive Plan, indicating standard board compensation rather than a market purchase.

The shares vest in full on June 29, 2027, creating a multi‑year incentive for alignment with shareholders. After this award, Cates directly owns 33,704 shares. There are no derivative holdings reported in this filing, and no open‑market buying or selling activity is disclosed.

Insider Trade Summary

Grant/Award: 17,818 shares

Grant/Award 1 txn

Insider CATES ANDREW F.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	17,818	$0.00	$0.00

Holdings After Transaction: Common Stock — 33,704 shares (Direct)

Footnotes (1)

1. F1. Represents restricted shares granted under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan in connection with such individual's election to the Company's Board of Directors on June 29, 2026. Such restricted shares vest in full on June 29, 2027.

Key Figures

Restricted shares granted: 17,818 shares Grant price per share: $0.00 per share Shares after transaction: 33,704 shares +1 more

4 metrics

Restricted shares granted 17,818 shares Grant to director Andrew F. Cates on June 29, 2026

Grant price per share $0.00 per share Reported transaction price for restricted stock award

Shares after transaction 33,704 shares Total direct TripAdvisor holdings for Cates after grant

Vesting date June 29, 2027 Restricted shares vest in full on this date

Key Terms

restricted shares, 2023 Stock and Annual Incentive Plan, Board of Directors, vesting

4 terms

restricted shares financial

"Represents restricted shares granted under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

2023 Stock and Annual Incentive Plan financial

"granted under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan in connection with such individual's election"

Board of Directors financial

"in connection with such individual's election to the Company's Board of Directors on June 29, 2026"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

vesting financial

"Such restricted shares vest in full on June 29, 2027"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did TripAdvisor (TRIP) report for Andrew F. Cates?

TripAdvisor reported that director Andrew F. Cates received a grant of 17,818 restricted shares of common stock as compensation for his election to the Board, issued under the company’s 2023 Stock and Annual Incentive Plan.

Was the TripAdvisor (TRIP) Form 4 transaction an open-market buy or a grant?

The Form 4 shows a grant, not an open‑market purchase. Andrew F. Cates acquired 17,818 restricted shares at a reported price of $0.00 per share as a compensation award, rather than buying shares on the market.

When do Andrew F. Cates’s TripAdvisor (TRIP) restricted shares vest?

The 17,818 restricted TripAdvisor shares granted to Andrew F. Cates vest in full on June 29, 2027. Vesting means the shares become fully earned and no longer subject to forfeiture under the award’s terms.

How many TripAdvisor (TRIP) shares does Andrew F. Cates hold after this Form 4?

After the reported grant, Andrew F. Cates directly holds 33,704 TripAdvisor common shares. This total includes the newly granted 17,818 restricted shares plus his prior direct holdings reported in the filing.

Under which plan were the TripAdvisor (TRIP) restricted shares granted to Andrew F. Cates?

The restricted shares were granted under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan. This plan provides equity-based compensation such as restricted stock awards to directors and other eligible participants.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 07:35 PM Learn about SEC filing 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

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^*

CATES ANDREW F.

(Last) (First) (Middle)

C/O TRIPADVISOR, INC.

400 1ST AVENUE

(Street)

NEEDHAM MASSACHUSETTS 02494

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TripAdvisor, Inc. [ TRIP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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(1)	06/29/2026		A		17,818	A	$0	33,704	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. Represents restricted shares granted under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan in connection with such individual's election to the Company's Board of Directors on June 29, 2026. Such restricted shares vest in full on June 29, 2027.

	/s/ Linda C. Frazier, attorney in fact	07/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)