TripAdvisor (TRIP) CEO exercises RSUs and uses shares to cover taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

TripAdvisor, Inc. director and CEO Matt Goldberg reported compensation-related equity activity in the form of restricted stock unit (RSU) vesting and associated share withholding for taxes. On May 15, 2026, he exercised RSUs covering 27,208 shares of common stock at conversion prices of $14.91, $13.80, and $27.03 per share, receiving common stock rather than cash. To satisfy tax obligations, the issuer withheld an aggregate 13,156 shares at a value of $9.60 per share, classified as tax-withholding dispositions rather than open-market sales. Following these transactions, Goldberg directly owned 244,297 shares of TripAdvisor common stock. A footnote explains that 25% of the RSU award vests on February 15, 2026, with 6.25% vesting quarterly thereafter until fully vested on February 15, 2029, illustrating an ongoing multi-year equity compensation schedule.

Insider Trade Summary

27,208 shares exercised/converted

Mixed 9 txns

Insider Goldberg Matt

Role CEO and President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	8,324	$0.00	--
Exercise	Restricted Stock Units	1,698	$0.00	--
Exercise	Restricted Stock Units	17,186	$0.00	--
Exercise	Common Stock	8,324	$9.60	$80K
Tax Withholding	Common Stock	4,025	$9.60	$39K
Exercise	Common Stock	1,698	$9.60	$16K
Tax Withholding	Common Stock	821	$9.60	$8K
Exercise	Common Stock	17,186	$9.60	$165K
Tax Withholding	Common Stock	8,310	$9.60	$80K

Holdings After Transaction: Restricted Stock Units — 58,269 shares (Direct, null); Common Stock — 248,322 shares (Direct, null)

Footnotes (1)

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Key Figures

RSU exercises: 27,208 shares Tax-withheld shares: 13,156 shares Post-transaction holdings: 244,297 shares +5 more

8 metrics

RSU exercises 27,208 shares Common stock underlying RSUs exercised on May 15, 2026

Tax-withheld shares 13,156 shares Shares withheld to satisfy tax obligations at $9.60 per share

Post-transaction holdings 244,297 shares TripAdvisor common stock directly owned after transactions

RSU conversion price $14.91 per share Conversion or exercise price for one RSU tranche

RSU conversion price $13.80 per share Conversion or exercise price for second RSU tranche

RSU conversion price $27.03 per share Conversion or exercise price for third RSU tranche

Tax valuation price $9.60 per share Value used for tax-withholding share dispositions

RSU vesting end date February 15, 2029 Date award becomes fully vested per footnote

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative exercise/conversion, derivative security, +1 more

5 terms

Restricted Stock Units financial

"The security title includes "Restricted Stock Units" with common stock underlying."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"Transaction action is described as "tax-withholding disposition" for code F entries."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"Transaction action is listed as "derivative exercise/conversion" for code M entries."

derivative security financial

"Transaction code description refers to "Exercise or conversion of derivative security"."

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vesting financial

"Footnote states "25% of the total number of RSUs vest on February 15, 2026"."

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.

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 04:32 PM

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^*

Goldberg Matt

(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
X	Officer (give title below)	Other (specify below)
	CEO and President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2026		M		8,324	A	$9.6	248,322	D
Common Stock	05/15/2026		F		4,025	D	$9.6	244,297	D
Common Stock	05/15/2026		M		1,698	A	$9.6	245,995	D
Common Stock	05/15/2026		F		821	D	$9.6	245,174	D
Common Stock	05/15/2026		M		17,186	A	$9.6	262,360	D
Common Stock	05/15/2026		F		8,310	D	$9.6	254,050	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$27.03	05/15/2026		M			8,324	02/15/2025	02/15/2028	Common Stock	8,324	$0	58,269	D
Restricted Stock Units	$13.8	05/15/2026		M			1,698	08/16/2025	08/16/2028	Common Stock	1,698	$0	15,286	D
Restricted Stock Units	$14.91	05/15/2026		M			17,186	02/15/2026⁽¹⁾	02/15/2029	Common Stock	17,186	$0	189,052	D

Explanation of Responses:

1. Date at which first vesting occurs is indicated. 25% of the total number of RSUs vest on February 15, 2026, and 6.25% will vest quarterly thereafter. The award is fully vested on February 15, 2029.

	/s/ Linda C. Frazier, attorney in fact	05/18/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did TripAdvisor (TRIP) CEO Matt Goldberg report in this Form 4?

Matt Goldberg reported RSU vesting and related tax withholding in shares. He exercised restricted stock units into 27,208 TripAdvisor common shares and used 13,156 shares, valued at $9.60 each, to cover tax obligations, leaving 244,297 shares held directly afterward.

Were any open-market purchases or sales reported by TripAdvisor (TRIP) CEO?

No open-market trades were reported in this filing. All transactions reflect RSU exercises coded “M” and tax-withholding dispositions coded “F,” where shares were withheld by the issuer to cover tax liabilities rather than bought or sold on the open market.

How many TripAdvisor (TRIP) shares does the CEO hold after these transactions?

After the reported RSU exercises and tax-withholding dispositions, Matt Goldberg directly holds 244,297 shares of TripAdvisor common stock. This figure reflects his post-transaction position following the May 15, 2026 compensation-related equity activity disclosed in the Form 4.

How many TripAdvisor (TRIP) shares were involved in RSU exercises and tax withholding?

The CEO exercised RSUs covering 27,208 common shares and had 13,156 shares withheld to satisfy tax obligations. The RSU conversions were priced at $14.91, $13.80, and $27.03, while the withheld shares were valued at $9.60 per share for tax payment purposes.

What is the vesting schedule of the TripAdvisor (TRIP) RSU award mentioned?

The RSU award begins vesting with 25% of the total units on February 15, 2026. After that, 6.25% of the RSUs vest quarterly, and the entire award becomes fully vested on February 15, 2029, creating a multi-year equity compensation timeline.

What do the Form 4 codes M and F mean in this TripAdvisor (TRIP) filing?

In this filing, code M denotes the exercise or conversion of derivative securities, here restricted stock units converting into common stock. Code F denotes payment of the exercise price or tax liability by delivering securities, meaning shares withheld by the issuer to cover taxes.