Tripadvisor (TRIP) CFO converts RSUs into stock and withholds 4,041 shares

Rhea-AI Filing Summary

Tripadvisor, Inc. CFO & SVP Michael Noonan reported equity transactions dated 02/05/2026. He exercised 11,602 performance-based restricted stock units, receiving the same number of common shares at a price of $12.43 per share. To cover obligations associated with this vesting, 4,041 common shares were withheld in a transaction also priced at $12.43 per share. After these transactions, he directly beneficially owned 102,011 shares of common stock and 11,603 performance-based restricted stock units.

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^*

Noonan Michael

(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)
	CFO & SVP

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		M		11,602	A	$12.43	106,052	D
Common Stock	02/05/2026		F		4,041	D	$12.43	102,011	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 (Performance-Based)	$27.03	02/05/2026		M			11,602	12/31/2025	12/31/2026	Common Stock	11,602	$0	11,603	D

Explanation of Responses:

	/s/ Linda C. Frazier, attorney in fact	02/09/2026
	** 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 transaction did Tripadvisor (TRIP) CFO Michael Noonan report?

Tripadvisor CFO Michael Noonan reported exercising 11,602 performance-based restricted stock units on February 5, 2026. The exercise delivered 11,602 common shares, and 4,041 of those shares were subsequently withheld to satisfy related obligations at a price of $12.43 per share.

How many Tripadvisor (TRIP) shares does CFO Michael Noonan own after this Form 4?

After the reported transactions, Michael Noonan directly beneficially owned 102,011 shares of Tripadvisor common stock. He also held 11,603 performance-based restricted stock units, which represent a right to receive additional common shares subject to applicable vesting and performance conditions.

What does the transaction code "M" mean in the Tripadvisor (TRIP) Form 4?

Transaction code “M” indicates an exercise or conversion of a derivative security, such as restricted stock units. In this filing, 11,602 performance-based restricted stock units were converted into 11,602 Tripadvisor common shares on February 5, 2026 at a reference price of $12.43.

Why were 4,041 Tripadvisor (TRIP) shares reported with transaction code "F"?

Transaction code “F” reflects shares withheld to satisfy obligations associated with a stock award, such as taxes. Here, 4,041 Tripadvisor common shares were withheld on February 5, 2026 at $12.43 per share following the vesting and settlement of 11,602 restricted stock units.

Are Michael Noonan’s Tripadvisor (TRIP) shares held directly or indirectly?

The Form 4 lists Michael Noonan’s Tripadvisor holdings as held with direct ownership. The post-transaction totals show 102,011 common shares and 11,603 performance-based restricted stock units reported under a direct ownership classification, with no separate indirect ownership entities disclosed.

What type of derivative security did Tripadvisor (TRIP) disclose for its CFO?

The derivative security disclosed is performance-based restricted stock units. On February 5, 2026, 11,602 of these units were converted into an equal number of Tripadvisor common shares, with the units shown at a conversion price reference of $27.03 and common stock price of $12.43.