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Tripadvisor (NASDAQ: TRIP) CEO converts 27K RSUs, withholds shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TripAdvisor, Inc. (TRIP) reported that CEO and President Matt Goldberg exercised previously granted Restricted Stock Units into common stock on 2026-08-14. Three RSU grants covering a total of 27,209 underlying common shares were converted, and a total of 13,157 common shares were delivered or withheld to cover payment of exercise price or tax liability. The filing’s Rule 10b5-1 checkbox was not marked as being pursuant to a trading plan.

Positive

  • None.

Negative

  • None.
Insider Goldberg Matt
Role CEO and President
Type Security Shares Price Value
Exercise Restricted Stock Units 8,324 $0.00 $0.00
Exercise Restricted Stock Units 1,699 $0.00 $0.00
Exercise Restricted Stock Units 17,186 $0.00 $0.00
Exercise Common Stock 8,324 $10.97 $91K
Exercise Price or Tax Liability Common Stock 4,025 $10.97 $44K
Exercise Common Stock 1,699 $10.97 $19K
Exercise Price or Tax Liability Common Stock 822 $10.97 $9K
Exercise Common Stock 17,186 $10.97 $189K
Exercise Price or Tax Liability Common Stock 8,310 $10.97 $91K
Holdings After Transaction: Restricted Stock Units — 235,398 shares (Direct); Common Stock — 276,426 shares (Direct)
RSU exercises (underlying common shares) 27,209 shares Total underlying common stock from three RSU exercises reported on 2026-08-14
Shares delivered/withheld for exercise price or tax 13,157 shares Total common shares under code F for payment of exercise price or tax liability
RSU conversion price 1 $27.03 per share Conversion or exercise price for 8,324 RSU-based common shares
RSU conversion price 2 $13.80 per share Conversion or exercise price for 1,699 RSU-based common shares
RSU conversion price 3 $14.91 per share Conversion or exercise price for 17,186 RSU-based common shares
Common stock transaction price $10.97 per share Price reported for common stock acquired and withheld on 2026-08-14
Derivative exercise count 3 transactions Number of RSU derivative exercises (codes M) in the Form 4
Restricted Stock Units financial
"security_title: "Restricted Stock Units""
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
exercise price or tax liability financial
"transaction_action: "exercise-price-or-tax-liability disposition""
Rule 10b5-1 regulatory
"aff_10b5_one is the filing's document-level Rule 10b5-1 checkbox"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

What insider transactions did TRIP CEO Matt Goldberg report on 2026-08-14?

Matt Goldberg reported exercising 27,209 RSU-based common shares of TripAdvisor, Inc. on 2026-08-14. In connection with these exercises, 13,157 common shares were delivered or withheld to satisfy payment of exercise price or tax liability.

How many TripAdvisor (TRIP) RSU grants did the CEO convert to common stock?

The CEO converted three Restricted Stock Unit grants into TripAdvisor common stock. These grants covered 8,324, 1,699, and 17,186 underlying common shares, respectively, all exercised on 2026-08-14 as shown in the Form 4.

How many TripAdvisor (TRIP) shares were withheld for exercise price or tax in the CEO’s Form 4?

A total of 13,157 TripAdvisor common shares (4,025; 822; and 8,310 shares) were reported under transaction code F. These shares were delivered or withheld for payment of exercise price or tax liability related to the RSU conversions.

Were the TripAdvisor (TRIP) CEO’s transactions under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and there is no footnote stating the transactions were under a pre-arranged trading plan. The Form 4 therefore does not characterize these trades as made pursuant to Rule 10b5-1.

Did the TripAdvisor (TRIP) CEO report any open derivative positions after these RSU exercises?

The Form 4’s derivative summary shows no remaining derivative positions in this particular report. It lists three derivative transactions (RSU exercises) but does not display any ongoing derivative holdings in the derivative holdings section.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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 MASSACHUSETTS 02494

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
TripAdvisor, Inc. [ TRIP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO and President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/14/2026M8,324A$10.97270,698D
Common Stock08/14/2026F4,025D$10.97266,673D
Common Stock08/14/2026M1,699A$10.97268,372D
Common Stock08/14/2026F822D$10.97267,550D
Common Stock08/14/2026M17,186A$10.97284,736D
Common Stock08/14/2026F8,310D$10.97276,426D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$27.0308/14/2026M8,32402/15/202502/15/2028Common Stock8,324$049,945D
Restricted Stock Units$13.808/14/2026M1,69908/16/202508/16/2028Common Stock1,699$013,587D
Restricted Stock Units$14.9108/14/2026M17,18602/15/202602/15/2029Common Stock17,186$0171,866D
Explanation of Responses:
/s/ Linda C. Frazier, attorney in fact08/18/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)