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TripAdvisor (TRIP) awards time- and performance-based RSUs to TheFork CEO

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ambeskovic Almir reported acquisition or exercise transactions in this Form 4 filing.

TripAdvisor, Inc. reported that Almir Ambeskovic, CEO of TheFork, received equity awards in the form of restricted stock units as compensation. He was granted 59,171 time-based RSUs tied to TripAdvisor common stock and 59,171 performance-based RSUs, all recorded as derivative securities.

The time-based RSUs vest 25% on February 15, 2027, with 6.25% vesting quarterly thereafter until fully vested on February 15, 2030. The performance-based RSUs will vest based on actual performance for the period ending December 31, 2027, with 50% settling on or about that date and the remaining 50% on December 31, 2028.

Positive

  • None.

Negative

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Insights

TripAdvisor granted time-based and performance RSUs to TheFork’s CEO as routine equity compensation.

Almir Ambeskovic received two derivative awards: 59,171 time-based restricted stock units and 59,171 performance-based units, each linked to TripAdvisor common stock. The transaction code A and zero purchase price indicate these are compensation grants, not open-market purchases.

The time-based RSUs vest gradually from February 15, 2027 through February 15, 2030, aligning his retention with long-term service. The performance-based RSUs depend on metrics set by the Compensation Committee for the period ending December 31, 2027, with settlement split between 2027 and 2028, tying value directly to achieved results.

Insider Ambeskovic Almir
Role CEO, TheFork
Type Security Shares Price Value
Grant/Award Restricted Stock Units 59,171 $0.00 --
Grant/Award Restricted Stock Units (Performance-Based) 59,171 $0.00 --
Holdings After Transaction: Restricted Stock Units — 59,171 shares (Direct); Restricted Stock Units (Performance-Based) — 59,171 shares (Direct)
Footnotes (1)
  1. Date at which first vesting occurs is indicated. 25% of the total number of RSUs vest on February 15, 2027, and 6.25% will vest quarterly thereafter. The award is fully vested on February 15, 2030. The number of PSUs to vest and settle will be based on actual performance relative to the performance metrics, targets and weightings established by the Compensation Committee for the performance period ended December 31, 2027. The number of derivative securities set forth above is the target number of PSUs. The actual number of PSUs will vest and settle 50% on or about December 31, 2027 and the remaining 50% on December 31, 2028.
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*
Ambeskovic Almir
(Last) (First) (Middle)
C.SO DI PORTA NUOVA 3
LOMBARDIA
(Street)
MILANO ITALY 20121
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CEO, TheFork
3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026
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
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 $10.14 03/10/2026 A 59,171 02/15/2027(1) 02/15/2030 Common Stock 59,171 $0 59,171 D
Restricted Stock Units (Performance-Based) $10.14 03/10/2026 A 59,171 12/31/2027(2) 12/31/2028 Common Stock 59,171 $0 59,171 D
Explanation of Responses:
1. Date at which first vesting occurs is indicated. 25% of the total number of RSUs vest on February 15, 2027, and 6.25% will vest quarterly thereafter. The award is fully vested on February 15, 2030.
2. The number of PSUs to vest and settle will be based on actual performance relative to the performance metrics, targets and weightings established by the Compensation Committee for the performance period ended December 31, 2027. The number of derivative securities set forth above is the target number of PSUs. The actual number of PSUs will vest and settle 50% on or about December 31, 2027 and the remaining 50% on December 31, 2028.
/s/ Linda C. Frazier, attorney in fact 03/12/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did TripAdvisor (TRIP) grant to TheFork CEO Almir Ambeskovic?

TripAdvisor granted Almir Ambeskovic 59,171 time-based restricted stock units and 59,171 performance-based restricted stock units, each linked to TripAdvisor common stock. These awards are compensation grants recorded as derivative securities, not open-market share purchases or sales by the executive.

How do Almir Ambeskovic’s time-based RSUs from TripAdvisor (TRIP) vest?

The time-based RSUs vest 25% on February 15, 2027, then 6.25% vests quarterly thereafter. This schedule continues until the award is fully vested on February 15, 2030, encouraging multi-year retention and alignment with TripAdvisor’s longer-term performance and leadership continuity at TheFork.

How are the performance-based RSUs for TripAdvisor (TRIP) executive Almir Ambeskovic determined?

The number of performance-based RSUs that vest depends on actual results versus performance metrics, targets, and weightings set by the Compensation Committee for the performance period ending December 31, 2027. The target grant is 59,171 units, with final vesting based strictly on achieved performance.

When will Almir Ambeskovic’s performance-based RSUs in TripAdvisor (TRIP) settle?

The performance-based RSUs are scheduled to settle in two tranches: 50% on or about December 31, 2027, and the remaining 50% on December 31, 2028. Settlement timing is tied to completion and assessment of the defined performance period and metrics.

Does this TripAdvisor (TRIP) Form 4 show any stock sales by Almir Ambeskovic?

No, the Form 4 only reports compensation-related grants of restricted stock units to Almir Ambeskovic. Both transactions are coded as “A” for awards or other acquisitions, with no open-market purchases or sales and no tax-withholding or restructuring dispositions disclosed in this filing.