TripAdvisor CLO exercises 44K share-based awards

TripAdvisor, Inc. Chief Legal Officer & Secretary Seth J. Kalvert reported multiple equity compensation transactions in the form of derivative exercises on May 1, 2026.

Rhea-AI Filing Summary

TripAdvisor, Inc. Chief Legal Officer & Secretary Seth J. Kalvert reported multiple equity compensation transactions in the form of derivative exercises on May 1, 2026. All 24 transactions increased his exposure to TripAdvisor by converting previously granted stock-based awards into common shares, without any reported open-market sales or gifts.

Insights

Equity compensation analyst

TripAdvisor’s CLO exercised 44,010 share-based awards, a routine compensation event with no open-market sales.

The filing shows Seth J. Kalvert, Chief Legal Officer & Secretary of TripAdvisor, Inc., executed 24 equity transactions coded "M" on May 1, 2026. These represent 44,010 shares tied to derivative exercises or conversions, a common mechanism for settling vested stock awards.

All transactions are categorized as acquisitions, with no sales, gifts, or tax-withholding dispositions. This suggests the activity is compensation-related rather than discretionary trading. A footnote explains that RSUs vest 25% on February 15, 2026 and 6.25% quarterly thereafter until fully vested on February 15, 2029, framing these exercises within a structured vesting schedule.

Insider Trade Summary

44,010 shares exercised/converted

Exercise 24 txns

Insider Kalvert Seth J

Role Chief Legal Officer & Sec.

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,161	$0.00	$0.00
Exercise	Restricted Stock Units	2,601	$0.00	$0.00
Exercise	Restricted Stock Units	5,239	$0.00	$0.00
Exercise	Restricted Stock Units	3,162	$0.00	$0.00
Exercise	Restricted Stock Units	2,601	$0.00	$0.00
Exercise	Restricted Stock Units	5,240	$0.00	$0.00
Exercise	Restricted Stock Units	3,161	$0.00	$0.00
Exercise	Restricted Stock Units	2,601	$0.00	$0.00
Exercise	Restricted Stock Units	5,240	$0.00	$0.00
Exercise	Restricted Stock Units	3,162	$0.00	$0.00
Exercise	Restricted Stock Units	2,602	$0.00	$0.00
Exercise	Restricted Stock Units	5,240	$0.00	$0.00
Exercise	Common Stock	3,161	$11.13	$35K
Exercise	Common Stock	2,601	$11.13	$29K
Exercise	Common Stock	5,239	$11.13	$58K
Exercise	Common Stock	3,162	$11.13	$35K
Exercise	Common Stock	2,601	$11.13	$29K
Exercise	Common Stock	5,240	$11.13	$58K
Exercise	Common Stock	3,161	$11.13	$35K
Exercise	Common Stock	2,601	$11.13	$29K
Exercise	Common Stock	5,240	$11.13	$58K
Exercise	Common Stock	3,162	$11.13	$35K
Exercise	Common Stock	2,602	$11.13	$29K
Exercise	Common Stock	5,240	$11.13	$58K

Holdings After Transaction: Restricted Stock Units — 52,323 contracts (Direct); Common Stock — 219,549 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares from derivative exercises: 44,010 shares Total acquire-type transactions: 24 transactions Exercise price example: $14.91 per share +2 more

5 metrics

Shares from derivative exercises 44,010 shares ExerciseShares across 12 derivative exercises on May 1, 2026

Total acquire-type transactions 24 transactions All coded as acquisitions in transactionSummary

Exercise price example $14.91 per share Conversion or exercise price for certain RSU awards

Higher exercise price tranche $27.03 per share Conversion or exercise price for another RSU grant

Reported common stock transaction price $11.13 per share Price per share shown for common stock transactions coded M

Key Terms

Restricted Stock Units, RSUs, vesting, derivative exercise/conversion

4 terms

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.

RSUs financial

"25% of the total number of RSUs vest on February 15, 2026"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

vesting financial

"25% of the total number of RSUs vest on February 15, 2026, and 6.25% will vest quarterly thereafter"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider activity did TripAdvisor (TRIP) report for Seth J. Kalvert?

TripAdvisor reported that Chief Legal Officer & Secretary Seth J. Kalvert executed equity compensation transactions. He exercised or converted derivative securities into common stock across 24 transactions, all coded as acquisitions, reflecting settlement of stock-based awards rather than open-market buying or selling.

How many TripAdvisor (TRIP) shares were involved in Seth Kalvert’s Form 4 exercises?

The Form 4 summary shows 44,010 shares tied to derivative exercises on May 1, 2026. These shares came from stock-based awards being converted to common stock, representing compensation-related activity rather than traditional open-market purchases or sales by the executive.

Were there any open-market sales in Seth Kalvert’s TripAdvisor (TRIP) Form 4?

No. The filing lists only transactions coded "M" for derivative exercise or conversion, all treated as acquisitions. There are no entries marked as sales, gifts, or tax-withholding dispositions, indicating this activity reflects equity award settlement, not discretionary selling into the market.

What equity instruments did TripAdvisor’s CLO exercise or convert on May 1, 2026?

Seth Kalvert’s Form 4 shows exercises of Restricted Stock Units and related derivative positions into common stock. The transactions are coded as derivative exercises or conversions, translating previously granted RSUs and similar awards into TripAdvisor common shares under his compensation program.

How do the TripAdvisor (TRIP) RSUs for Seth Kalvert vest over time?

A footnote explains that for at least one RSU award, 25% of the total RSUs vest on February 15, 2026. The remaining 75% vest at 6.25% each quarter, with the entire award becoming fully vested on February 15, 2029, creating a multi-year vesting schedule.

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

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Accepted by SEC EDGAR 05/05/2026 - 07:03 PM Learn about SEC filing dates

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

X

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/01/2026		M		3,161	A	$11.13	178,700	D
Common Stock	05/01/2026		M		2,601	A	$11.13	181,301	D
Common Stock	05/01/2026		M		5,239	A	$11.13	186,540	D
Common Stock	05/01/2026		M		3,162	A	$11.13	189,702	D
Common Stock	05/01/2026		M		2,601	A	$11.13	192,303	D
Common Stock	05/01/2026		M		5,240	A	$11.13	197,543	D
Common Stock	05/01/2026		M		3,161	A	$11.13	200,704	D
Common Stock	05/01/2026		M		2,601	A	$11.13	203,305	D
Common Stock	05/01/2026		M		5,240	A	$11.13	208,545	D
Common Stock	05/01/2026		M		3,162	A	$11.13	211,707	D
Common Stock	05/01/2026		M		2,602	A	$11.13	214,309	D
Common Stock	05/01/2026		M		5,240	A	$11.13	219,549	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	05/01/2026		M			3,161	02/15/2024	02/15/2027	Common Stock	3,161	$0	9,485	D
Restricted Stock Units	$27.03	05/01/2026		M			2,601	02/15/2025	02/15/2028	Common Stock	2,601	$0	18,209	D
Restricted Stock Units	$14.91	05/01/2026		M			5,239	02/15/2026(1)	02/15/2029	Common Stock	5,239	$0	57,638	D
Restricted Stock Units	$0	05/01/2026		M			3,162	02/15/2024	02/15/2027	Common Stock	3,162	$0	6,323	D
Restricted Stock Units	$27.03	05/01/2026		M			2,601	02/15/2025	02/15/2028	Common Stock	2,601	$0	15,608	D
Restricted Stock Units	$14.91	05/01/2026		M			5,240	02/15/2026(1)	02/15/2029	Common Stock	5,240	$0	52,398	D
Restricted Stock Units	$0	05/01/2026		M			3,161	02/15/2024	02/15/2027	Common Stock	3,161	$0	3,162	D
Restricted Stock Units	$27.03	05/01/2026		M			2,601	02/15/2025	02/15/2028	Common Stock	2,601	$0	13,007	D
Restricted Stock Units	$14.91	05/01/2026		M			5,240	02/15/2026(1)	02/15/2029	Common Stock	5,240	$0	47,158	D
Restricted Stock Units	$0	05/01/2026		M			3,162	02/15/2024	02/15/2027	Common Stock	3,162	$0	0	D
Restricted Stock Units	$27.03	05/01/2026		M			2,602	02/15/2025	02/15/2028	Common Stock	2,602	$0	10,405	D
Restricted Stock Units	$14.91	05/01/2026		M			5,240	02/15/2026(1)	02/15/2029	Common Stock	5,240	$0	41,918	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	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)