TripAdvisor (TRIP) CLO exercises RSUs, withholds shares for tax

Rhea-AI Filing Summary

TripAdvisor, Inc. Chief Legal Officer & Secretary Seth J. Kalvert reported equity compensation activity involving restricted stock units and common stock. On 2026-02-13, he acquired multiple blocks of common shares through exercises or conversions of restricted stock units at a stated price of $10.32 per share, increasing his directly held common stock to 175,539 shares.

On the same date, shares of common stock were also disposed of in several transactions coded “F” to satisfy tax withholding obligations at $10.32 per share. A related RSU award vests over time, with 25% vesting on February 15, 2026, 6.25% vesting quarterly thereafter, and full vesting on February 15, 2029.

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

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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^*

Kalvert Seth J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer & Sec.

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		3,162	A	$10.32	159,823	D
Common Stock	02/13/2026		F		929	D	$10.32	158,894	D
Common Stock	02/13/2026		M		2,602	A	$10.32	161,496	D
Common Stock	02/13/2026		F		764	D	$10.32	160,732	D
Common Stock	02/13/2026		M		20,959	A	$10.32	181,691	D
Common Stock	02/13/2026		F		6,152	D	$10.32	175,539	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			3,162	02/15/2024	02/15/2027	Common Stock	3,162	$0	12,646	D
Restricted Stock Units	$27.03	02/13/2026		M			2,602	02/15/2025	02/15/2028	Common Stock	2,602	$0	20,810	D
Restricted Stock Units	$14.91	02/13/2026		M			20,959	02/15/2026(1)	02/15/2029	Common Stock	20,959	$0	62,877	D

Explanation of Responses:

1. Date at which first vesting occurs is indicated. 25% of the total number of RSUs vest on February 15, 2026, and 6.25% will vest quarterly thereafter. The award is fully vested on February 15, 2029.

	/s/ Linda C. Frazier, 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 insider transactions did TripAdvisor (TRIP) report for Seth J. Kalvert?

TripAdvisor reported that Chief Legal Officer Seth J. Kalvert exercised or converted multiple restricted stock unit awards into common stock and had shares withheld for taxes on February 13, 2026. All reported holdings are shown as directly owned common shares following these transactions.

How many TripAdvisor (TRIP) shares does Seth J. Kalvert own after these transactions?

After the reported transactions on February 13, 2026, Seth J. Kalvert directly owns 175,539 shares of TripAdvisor common stock. This figure reflects both RSU conversions into common stock and shares disposed of to cover tax withholding obligations at a price of $10.32 per share.

Were any of Seth J. Kalvert’s TripAdvisor (TRIP) transactions open-market buys or sells?

The transactions are reported as RSU exercises or conversions (code M) and tax-withholding dispositions (code F), not as open-market purchases or sales. The F-coded entries indicate shares delivered to satisfy tax obligations tied to the RSU vesting and conversion events.

What is the vesting schedule for Seth J. Kalvert’s TripAdvisor (TRIP) restricted stock units?

A related RSU award vests over several years: 25% of the total RSUs vest on February 15, 2026, and 6.25% vest quarterly thereafter. According to the disclosure, the award becomes fully vested on February 15, 2029, subject to its terms.

What were the tax-withholding transactions in Seth J. Kalvert’s TripAdvisor (TRIP) Form 4?

Several common stock transactions coded “F” show shares disposed of at $10.32 per share to pay tax liabilities. These represent shares withheld in connection with the RSU exercises or conversions, rather than discretionary market sales initiated for portfolio or investment reasons.