STOCK TITAN

TripAdvisor (NASDAQ: TRIP) CLO converts 44K RSU and equity awards into shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

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.

Positive

  • None.

Negative

  • None.

Insights

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 Kalvert Seth J
Role Chief Legal Officer & Sec.
Type Security Shares Price Value
Exercise Restricted Stock Units 3,161 $0.00 --
Exercise Restricted Stock Units 2,601 $0.00 --
Exercise Restricted Stock Units 5,239 $0.00 --
Exercise Restricted Stock Units 3,162 $0.00 --
Exercise Restricted Stock Units 2,601 $0.00 --
Exercise Restricted Stock Units 5,240 $0.00 --
Exercise Restricted Stock Units 3,161 $0.00 --
Exercise Restricted Stock Units 2,601 $0.00 --
Exercise Restricted Stock Units 5,240 $0.00 --
Exercise Restricted Stock Units 3,162 $0.00 --
Exercise Restricted Stock Units 2,602 $0.00 --
Exercise Restricted Stock Units 5,240 $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 — 9,485 shares (Direct, null); Common Stock — 178,700 shares (Direct, null)
Footnotes (1)
  1. [object Object]
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
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""
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
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)
Director10% Owner
XOfficer (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)
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 Stock05/01/2026M3,161A$11.13178,700D
Common Stock05/01/2026M2,601A$11.13181,301D
Common Stock05/01/2026M5,239A$11.13186,540D
Common Stock05/01/2026M3,162A$11.13189,702D
Common Stock05/01/2026M2,601A$11.13192,303D
Common Stock05/01/2026M5,240A$11.13197,543D
Common Stock05/01/2026M3,161A$11.13200,704D
Common Stock05/01/2026M2,601A$11.13203,305D
Common Stock05/01/2026M5,240A$11.13208,545D
Common Stock05/01/2026M3,162A$11.13211,707D
Common Stock05/01/2026M2,602A$11.13214,309D
Common Stock05/01/2026M5,240A$11.13219,549D
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$005/01/2026M3,16102/15/202402/15/2027Common Stock3,161$09,485D
Restricted Stock Units$27.0305/01/2026M2,60102/15/202502/15/2028Common Stock2,601$018,209D
Restricted Stock Units$14.9105/01/2026M5,23902/15/2026(1)02/15/2029Common Stock5,239$057,638D
Restricted Stock Units$005/01/2026M3,16202/15/202402/15/2027Common Stock3,162$06,323D
Restricted Stock Units$27.0305/01/2026M2,60102/15/202502/15/2028Common Stock2,601$015,608D
Restricted Stock Units$14.9105/01/2026M5,24002/15/2026(1)02/15/2029Common Stock5,240$052,398D
Restricted Stock Units$005/01/2026M3,16102/15/202402/15/2027Common Stock3,161$03,162D
Restricted Stock Units$27.0305/01/2026M2,60102/15/202502/15/2028Common Stock2,601$013,007D
Restricted Stock Units$14.9105/01/2026M5,24002/15/2026(1)02/15/2029Common Stock5,240$047,158D
Restricted Stock Units$005/01/2026M3,16202/15/202402/15/2027Common Stock3,162$00D
Restricted Stock Units$27.0305/01/2026M2,60202/15/202502/15/2028Common Stock2,602$010,405D
Restricted Stock Units$14.9105/01/2026M5,24002/15/2026(1)02/15/2029Common Stock5,240$041,918D
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 fact05/05/2026
** 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)

FAQ

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.