TripAdvisor CEO exercises 16,115 RSUs, boosts holdings

TripAdvisor, Inc. CEO and President Matt Goldberg exercised restricted stock units into common shares in a routine compensation-related transaction.

Rhea-AI Filing Summary

TripAdvisor, Inc. CEO and President Matt Goldberg exercised restricted stock units into common shares in a routine compensation-related transaction. He converted 16,115 restricted stock units into 16,115 shares of common stock. Of these, 7,792 shares were withheld at a price of $10.66 per share to cover tax obligations, rather than being sold on the open market. After these transactions, he directly owns 239,998 shares of TripAdvisor common stock, a net increase of 8,323 shares from this award.

Insider Trade Summary

16,115 shares exercised/converted

Exercise 3 txns

Insider Goldberg Matt

Role CEO and President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	16,115	$0.00	$0.00
Exercise	Common Stock	16,115	$10.66	$172K
Exercise Price or Tax Liability	Common Stock	7,792	$10.66	$83K

Holdings After Transaction: Restricted Stock Units — 16,117 contracts (Direct); Common Stock — 239,998 shares (Direct)

Key Figures

RSUs exercised: 16,115 units Shares withheld for taxes: 7,792 shares at $10.66 Net shares gained: 8,323 shares +2 more

5 metrics

RSUs exercised 16,115 units Restricted Stock Units converted to common stock on 2026-04-01

Shares withheld for taxes 7,792 shares at $10.66 Tax-withholding disposition on 2026-04-01

Net shares gained 8,323 shares Difference between RSUs exercised and shares withheld

Shares held after transactions 239,998 shares Direct TripAdvisor common stock ownership after 2026-04-01

Implied share value $10.66 per share Price used for tax-withholding disposition

Key Terms

Restricted Stock Units, derivative security, tax-withholding disposition, Form 4

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.

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.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

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

What did TripAdvisor (TRIP) CEO Matt Goldberg report in this Form 4?

Matt Goldberg reported exercising 16,115 restricted stock units into common stock and a related tax withholding. The transaction is compensation-related, not an open-market trade, and results in a higher direct share ownership position for the CEO after settlement.

How many TripAdvisor (TRIP) shares does the CEO own after this Form 4?

After the reported transactions, Matt Goldberg directly owns 239,998 TripAdvisor common shares. This reflects the net result of his restricted stock unit conversion and the shares withheld to cover tax obligations associated with the equity award.

Were any TripAdvisor (TRIP) shares sold on the open market in this filing?

No open-market sales were reported. The disposition of 7,792 shares was coded as tax withholding, meaning shares were retained by the issuer to satisfy tax liabilities, rather than being sold through market transactions to outside investors.

What does the tax-withholding transaction mean in the TripAdvisor (TRIP) Form 4?

The tax-withholding disposition shows 7,792 shares withheld at $10.66 per share to pay taxes on the equity award. This is a mechanical step common in stock-based compensation and does not represent a discretionary sale decision by the executive.

How many TripAdvisor (TRIP) shares did the CEO effectively gain from this RSU vesting?

The CEO effectively gained 8,323 shares. He received 16,115 shares from restricted stock units, and 7,792 of those were withheld for taxes. The remaining shares increased his direct ownership to 239,998 TripAdvisor common shares.

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

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Accepted by SEC EDGAR 04/02/2026 - 05:00 PM EDT 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

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		M		16,115	A	$10.66	247,790	D
Common Stock	04/01/2026		F		7,792	D	$10.66	239,998	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	04/01/2026		M			16,115	07/01/2023	07/01/2026	Common Stock	16,115	$0	16,117	D

Explanation of Responses:

	/s/ Linda C. Frazier, attorney in fact	04/02/2026
	** 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)