TripAdvisor (TRIP) president exercises RSUs, ends holding 117,619 shares

Rhea-AI Filing Summary

TripAdvisor, Inc. President, Brand Tripadvisor, Kristen Ann Dalton reported multiple equity award transactions in company stock. On February 13, 2026, she exercised several batches of Restricted Stock Units, converting them into shares of TripAdvisor common stock at a stated price of $10.32 per share.

In connection with these RSU conversions, a portion of the newly issued common shares was automatically withheld under code F to cover tax obligations, which is recorded as a disposition but not an open-market sale. After these exercises and tax-withholding dispositions, she directly held 117,619 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

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^*

Dalton Kristen Ann

(Last) (First) (Middle)

400 FIRST 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Brand Tripadvisor

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		M		923	A	$10.32	102,017	D
Common Stock	02/13/2026		F		271	D	$10.32	101,746	D
Common Stock	02/13/2026		M		2,811	A	$10.32	104,557	D
Common Stock	02/13/2026		F		825	D	$10.32	103,732	D
Common Stock	02/13/2026		M		2,891	A	$10.32	106,623	D
Common Stock	02/13/2026		F		849	D	$10.32	105,774	D
Common Stock	02/13/2026		M		16,767	A	$10.32	122,541	D
Common Stock	02/13/2026		F		4,922	D	$10.32	117,619	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	$0	02/13/2026		M			923	05/07/2025	02/15/2026	Common Stock	923	$0	0	D
Restricted Stock Units	$0	02/13/2026		M			2,811	05/07/2025	02/15/2027	Common Stock	2,811	$0	11,241	D
Restricted Stock Units	$0	02/13/2026		M			2,891	05/07/2025	02/15/2028	Common Stock	2,891	$0	23,122	D
Restricted Stock Units	$0	02/13/2026		M			16,767	05/07/2025	11/17/2028	Common Stock	16,767	$0	50,302	D

Explanation of Responses:

	/s/ Michael F. Billotti, attorney-in-fact	02/18/2026
	** 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.

FAQ

What did TripAdvisor (TRIP) executive Kristen Ann Dalton report in this Form 4?

Kristen Ann Dalton reported exercising Restricted Stock Units and related tax-withholding share dispositions. Several RSU awards converted into TripAdvisor common stock, and some shares were withheld under code F to satisfy tax obligations, all recorded as direct ownership transactions on February 13, 2026.

How many TripAdvisor (TRIP) shares does Kristen Ann Dalton hold after these transactions?

After the reported transactions, Kristen Ann Dalton directly holds 117,619 TripAdvisor common shares. This figure reflects the net position following multiple RSU exercises coded M and related F-code dispositions for tax withholding, all dated February 13, 2026.

Were Kristen Ann Dalton’s TripAdvisor (TRIP) transactions open-market buys or sells?

The Form 4 shows derivative exercises and tax-withholding dispositions, not open-market trades. Code M entries record exercises or conversions of Restricted Stock Units into common stock, while code F entries represent shares delivered to cover tax liabilities rather than discretionary market sales.

What types of securities are involved in Kristen Ann Dalton’s TripAdvisor (TRIP) Form 4?

The filing involves Restricted Stock Units and TripAdvisor common stock. Multiple RSU awards were exercised under code M, converting into common shares at a stated price of $10.32 per share, with portions of the resulting common stock withheld under code F for tax obligations.

Does this TripAdvisor (TRIP) Form 4 suggest a large discretionary sale by Kristen Ann Dalton?

The disclosure primarily reflects RSU exercises and tax-related share withholding, not a large discretionary sale. Dispositions are coded F, indicating shares were used to pay tax liabilities associated with equity awards, while overall direct ownership increased to 117,619 common shares.