[Form 4] TripAdvisor, Inc. Insider Trading Activity

Rhea-AI Filing Summary

TripAdvisor, Inc. (TRIP) reported insider equity activity by its CEO and President, who is also a director. On 11/14/2025, the executive exercised previously granted restricted stock units in two transactions, converting 8,324 and 1,698 units into common shares at exercise prices of $27.03 and $13.8 per share, respectively, as shown in the derivative securities table.

To cover taxes on these vestings, the company withheld and disposed of 4,025 and 822 shares at a market price of $14.78 per share, reported as dispositions in the non-derivative table. After these transactions, the executive directly beneficially owned 158,425 shares of TripAdvisor common stock.

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^*

Goldberg Matt

(Last) (First) (Middle)

C/O TRIPADVISOR, INC.

400 1ST 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)

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

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		8,324	A	$14.78	161,574	D
Common Stock	11/14/2025		F		4,025	D	$14.78	157,549	D
Common Stock	11/14/2025		M		1,698	A	$14.78	159,247	D
Common Stock	11/14/2025		F		822	D	$14.78	158,425	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	$27.03	11/14/2025		M			8,324	02/15/2025	02/15/2028	Common Stock	8,324	$0	74,917	D
Restricted Stock Units	$13.8	11/14/2025		M			1,698	08/16/2025	08/16/2028	Common Stock	1,698	$0	18,682	D

Explanation of Responses:

	/s/ Linda C. Frazier, 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.
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 transaction did TripAdvisor (TRIP) report in this Form 4?

The filing reports that the CEO and President of TripAdvisor (TRIP), who is also a director, had restricted stock units convert into common stock and had shares withheld to satisfy tax obligations on 11/14/2025.

How many TripAdvisor (TRIP) shares were acquired through RSU conversion?

Restricted stock units converted into 8,324 shares of TripAdvisor common stock at an exercise price of $27.03 and 1,698 shares at $13.8 per share.

How many TripAdvisor (TRIP) shares were disposed of for tax withholding?

To cover taxes related to the vesting, 4,025 shares and 822 shares of TripAdvisor common stock were reported as dispositions at a price of $14.78 per share.

What is the TripAdvisor (TRIP) CEOs share ownership after the reported transactions?

Following the reported RSU conversions and tax-related share withholding, the executive directly beneficially owned 158,425 shares of TripAdvisor common stock.

What derivative securities were involved in the TripAdvisor (TRIP) Form 4 filing?

The derivative securities were restricted stock units that were exercisable into common stock, including an 8,324-unit grant exercisable from 02/15/2025 to 02/15/2028 and a 1,698-unit grant exercisable from 08/16/2025 to 08/16/2028.

Is the TripAdvisor (TRIP) Form 4 filed for one reporting person or multiple insiders?

The Form 4 is indicated as being filed by one reporting person, covering the transactions of TripAdvisor's CEO and President.