[Form 4] TripAdvisor, Inc. Insider Trading Activity

Rhea-AI Filing Summary

TripAdvisor CEO and Director Matt Goldberg reported insider transactions on 10/01/2025. He acquired 16,115 shares of common stock at $16.26 and disposed of 7,792 shares at $16.26, leaving him with 153,250 shares beneficially owned. Relatedly, 16,115 restricted stock units vested that were originally grant-dated 07/01/2023 and expire 07/01/2026; after the report he holds 48,348 RSU-equivalent shares.

Positive

• 16,115 RSUs vested/exercised, indicating executive retention of grant value
• After sales, CEO still beneficially owns 153,250 common shares

Negative

• 7,792 shares were disposed of on 10/01/2025, representing a partial sell-down of holdings

Insights

Corporate Governance Analyst

Insider exercised/vested RSUs and sold a portion at $16.26.

The filing shows 16,115 RSUs vested/exercised and were recorded as an acquisition at $16.26 on 10/01/2025. Simultaneously, 7,792 shares were sold at the same price, reducing net share change.

This pattern is consistent with an executive realizing compensation value while retaining a majority of ownership; it is material to shareholders because it changes the CEO's reported holdings.

Insider Transactions Specialist

Post-transaction ownership totals: 153,250 common shares and 48,348 RSU-equivalents.

The report documents the reporting person holds 153,250 shares beneficially after the transactions and 48,348 underlying RSUs. All transactions are reported as direct ownership.

These disclosed amounts are factual and may inform assessments of insider alignment with shareholders; the filing contains no other disclosures such as planned future trades.

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).

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)
10/01/2025

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	10/01/2025		M		16,115	A	$16.26	161,042	D
Common Stock	10/01/2025		F		7,792	D	$16.26	153,250	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	10/01/2025		M			16,115	07/01/2023	07/01/2026	Common Stock	16,115	$0	48,348	D

Explanation of Responses:

	/s/ Linda C. Frazier, attorney in fact	10/02/2025
	** 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

What insider transactions did TripAdvisor CEO Matt Goldberg report (TRIP)?

On 10/01/2025 Matt Goldberg acquired 16,115 shares at $16.26 and disposed of 7,792 shares at $16.26.

How many TripAdvisor shares does Matt Goldberg own after the Form 4 filing?

The Form 4 reports Matt Goldberg beneficially owns 153,250 common shares following the transactions.

Did any restricted stock units (RSUs) vest for Matt Goldberg?

Yes; 16,115 RSUs vested with grant date 07/01/2023 and expiration 07/01/2026, contributing to the acquired shares.

Were the reported transactions direct or indirect holdings?

All reported ownership and transactions are listed as direct (D) in the filing.

Who signed the Form 4 filing for Matt Goldberg?

The filing was signed on behalf of the reporting person by Linda C. Frazier, attorney in fact on 10/02/2025.