TripAdvisor (TRIP) exec nets RSU shares, withholds stock for tax

Rhea-AI Filing Summary

TripAdvisor, Inc. executive Almir Ambeskovic, CEO of TheFork, reported a set of equity compensation transactions. On February 13, 2026, he exercised restricted stock units, converting a total of 23,408 RSUs into common stock at a stated price of $13.49 per share. On February 17, 2026, 13,073 shares of common stock at $10.39 per share were withheld in a tax-withholding disposition, leaving him with 45,608 shares of TripAdvisor common stock held directly after these transactions.

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)
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		2,811	A	$13.49	38,084	D
Common Stock	02/13/2026		M		1,734	A	$13.49	39,818	D
Common Stock	02/13/2026		M		18,863	A	$13.49	58,681	D
Common Stock	02/17/2026		F		13,073	D	$10.39	45,608	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			2,811	02/15/2025	02/15/2027	Common Stock	2,811	$0	11,241	D
Restricted Stock Units	$0	02/13/2026		M			1,734	02/15/2025	02/15/2028	Common Stock	1,734	$0	13,874	D
Restricted Stock Units	$0	02/13/2026		M			18,863	02/15/2026	11/16/2028	Common Stock	18,863	$0	56,589	D

Explanation of Responses:

	/s/ Michael F. Billotti, attorney-in-fact	02/17/2026
	** 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 transactions did TripAdvisor (TRIP) report for Almir Ambeskovic?

TripAdvisor reported equity-related transactions for Almir Ambeskovic, CEO of TheFork. He exercised restricted stock units into common shares and then had a portion of those shares withheld to cover tax obligations through a tax-withholding disposition reported on Form 4.

How many TripAdvisor shares were acquired through RSU exercises by Ambeskovic?

Ambeskovic exercised restricted stock units that converted into 23,408 TripAdvisor common shares. These conversions occurred on February 13, 2026, at a stated price of $13.49 per share, reflecting routine vesting and settlement of his equity compensation awards.

How many TripAdvisor shares were withheld for taxes in this Form 4?

A total of 13,073 TripAdvisor common shares were withheld in a tax-withholding disposition. This transaction, coded “F,” occurred on February 17, 2026 at $10.39 per share to satisfy tax liabilities tied to Ambeskovic’s prior equity vesting.

What is Almir Ambeskovic’s TripAdvisor share ownership after these transactions?

Following the reported transactions, Ambeskovic directly holds 45,608 TripAdvisor common shares. This figure reflects his equity position after exercising restricted stock units and the subsequent tax-withholding disposition that reduced the number of shares remaining in his direct ownership.

Were these TripAdvisor insider transactions open-market buys or sells?

The transactions were not reported as open-market buys or sells. They involved exercises of restricted stock units coded “M” and a tax-withholding disposition coded “F,” which indicates shares were delivered to satisfy tax liabilities rather than sold in the open market.