TripAdvisor (NASDAQ: TRIP) CEO Matt Goldberg logs RSU exercises and stock disposals

Rhea-AI Filing Summary

TripAdvisor, Inc. CEO and President Matt Goldberg, who is also a director, reported several equity transactions dated February 5, 2026. He acquired 25,704 shares of common stock at $12.43 per share and later 5,244 shares at the same price through exercises coded “M.” He also disposed of 7,545 shares and 1,540 shares of common stock at $12.43 per share in transactions coded “F.” Following these transactions, he directly held 190,993 shares of TripAdvisor common stock, along with 25,705 and 5,244 performance-based restricted stock units reported as derivative securities held directly.

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 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)
02/05/2026

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	02/05/2026		M		25,704	A	$12.43	194,834	D
Common Stock	02/05/2026		F		7,545	D	$12.43	187,289	D
Common Stock	02/05/2026		M		5,244	A	$12.43	192,533	D
Common Stock	02/05/2026		F		1,540	D	$12.43	190,993	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 (Performance-Based)	$27.03	02/05/2026		M			25,704	12/31/2025	12/31/2026	Common Stock	25,704	$0	25,705	D
Restricted Stock Units (Performance-Based)	$13.8	02/05/2026		M			5,244	12/31/2025	12/31/2026	Common Stock	5,244	$0	5,244	D

Explanation of Responses:

	/s/ Linda C. Frazier, attorney in fact	02/09/2026
	** 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.

FAQ

What insider activity did TripAdvisor (TRIP) CEO Matt Goldberg report on February 5, 2026?

Matt Goldberg reported multiple equity transactions on February 5, 2026, including exercises of performance-based restricted stock units into common shares at $12.43 per share and dispositions of common stock, leaving him with a revised direct ownership position in TripAdvisor shares.

How many TripAdvisor (TRIP) shares did Matt Goldberg acquire in this Form 4 filing?

Matt Goldberg acquired 25,704 TripAdvisor common shares and a further 5,244 shares, each at $12.43 per share, in transactions coded “M.” These acquisitions came from performance-based restricted stock units converting into common stock on the reported transaction date.

How many TripAdvisor (TRIP) shares did Matt Goldberg dispose of in the reported transactions?

Matt Goldberg disposed of 7,545 TripAdvisor common shares and another 1,540 shares, each at $12.43 per share, in transactions coded “F.” These dispositions reduced his directly held common shares from intermediate post‑exercise levels to the final reported balance.

What is Matt Goldberg’s direct common stock ownership in TripAdvisor (TRIP) after these Form 4 transactions?

After the reported transactions, Matt Goldberg directly owned 190,993 shares of TripAdvisor common stock. This figure reflects the net result of the reported acquisitions and dispositions on February 5, 2026, as shown in the non-derivative securities table.

What performance-based restricted stock units did Matt Goldberg report for TripAdvisor (TRIP)?

Matt Goldberg reported performance-based restricted stock units with underlying TripAdvisor common stock. After the transactions, he held 25,705 such units with a $27.03 reference price and 5,244 units with a $13.8 reference price, each linked to 2025–2026 exercisability and expiration dates.

What roles does Matt Goldberg hold at TripAdvisor (TRIP) according to this Form 4?

According to the filing, Matt Goldberg serves as both CEO and President of TripAdvisor and is also a director. The Form 4 indicates he is not classified as a 10% owner but reports transactions as an officer and board member of the company.