TripAdvisor director receives 19K DSUs in Form 4 filing

Rhea-AI Filing Summary

TripAdvisor, Inc. (TRIP) – Form 4 insider transaction: On 06/18/2025, newly elected director Jeremy Philips was granted 19,171 Deferred Restricted Stock Units (DSUs) under the company’s 2023 Stock and Annual Incentive Plan. The DSUs, reported at a transaction price of $0, convert 1-for-1 into common shares and will vest in full on 06/18/2026. Receipt of the underlying shares is deferred until Mr. Philips leaves the Board.

Following the grant, Mr. Philips’ direct beneficial ownership increased to 106,270 common shares. No derivative securities were reported. The filing was signed on 06/20/2025 by attorney-in-fact Linda C. Frazier.

This is a routine director equity award with no cash consideration and does not signal any change to TripAdvisor’s capital structure or operating outlook.

Positive

• Director ownership increases by 19,171 shares, marginally improving board–shareholder alignment without cash outlay.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director DSU grant; minor positive signal of alignment, immaterial to TRIP’s valuation.

The 19,171-share DSU award to director Jeremy Philips is standard onboarding compensation. While it lifts insider ownership to 106,270 shares, the absolute value is negligible relative to TripAdvisor’s ≈139 million shares outstanding, producing <0.02% dilution. No purchase was made with personal funds, so signalling value is limited. Vesting over one year with deferred settlement promotes long-term alignment but has no immediate earnings or cash-flow impact. Overall, the filing is governance-related, not a catalyst for the stock.

Corporate Governance Specialist

TL;DR: Standard equity onboarding; supports board alignment, no governance red flags.

TripAdvisor continues to grant DSUs to non-employee directors, aligning their interests with shareholders through equity that vests after one year and settles post-service, extending ownership horizon. The size of the grant mirrors prior board compensation, indicating consistent policy. No accelerated vesting, repricing, or 10b5-1 plan involvement is noted, suggesting clean governance practices. Impact on investors is neutral, with a slight positive tilt for alignment.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Philips Jeremy

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	19,171	$0.00	--

Holdings After Transaction: Common Stock — 106,270 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Philips Jeremy

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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(1)	06/18/2025		A		19,171	A	$0	106,270	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 shares underlying Deferred Restricted Stock Units ("DSUs") 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 18, 2025. Such DSUs vest in full on June 18, 2026; however, receipt of 100% of the shares will be deferred until following termination of the Reporting Person's service as a Director.

	/s/ Linda C. Frazier, attorney in fact	06/20/2025
	** 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

How many TripAdvisor (TRIP) shares did Jeremy Philips acquire?

He was granted 19,171 Deferred Restricted Stock Units, convertible to common shares on vesting.

What is the vesting schedule for the DSUs disclosed in TripAdvisor’s Form 4?

The DSUs vest in full on June 18, 2026, one year after the grant date.

Did the director pay anything for the TripAdvisor shares?

No. The transaction price was reported as $0; it is a compensation grant.

What is Jeremy Philips’ total beneficial ownership after the transaction?

After the grant, he beneficially owns 106,270 TripAdvisor common shares.

Does this Form 4 indicate a 10b5-1 trading plan?

No. The checkbox indicating a Rule 10b5-1(c) plan was not marked.