TripAdvisor CEO exercises RSUs, pays taxes in shares

TripAdvisor, Inc. CEO and President Matt Goldberg reported routine equity compensation activity.

Rhea-AI Filing Summary

TripAdvisor, Inc. CEO and President Matt Goldberg reported routine equity compensation activity. He exercised 16,117 Restricted Stock Units into the same number of common shares at a stated price of $13.71 per share, then had 7,793 shares withheld to cover tax obligations.

After these transactions, he holds 262,374 shares of TripAdvisor common stock directly. This reflects an exercise-and-hold pattern with tax-withholding, rather than any open-market purchase or sale.

Insider Trade Summary

16,117 shares exercised/converted

Exercise 3 txns

Insider Goldberg Matt

Role CEO and President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	16,117	$0.00	$0.00
Exercise	Common Stock	16,117	$13.71	$221K
Exercise Price or Tax Liability	Common Stock	7,793	$13.71	$107K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 262,374 shares (Direct)

Key Figures

RSUs exercised: 16,117 shares Tax-withholding shares: 7,793 shares Reported share price: $13.71 per share +2 more

5 metrics

RSUs exercised 16,117 shares Restricted Stock Units converted into common stock on July 1, 2026

Tax-withholding shares 7,793 shares Shares withheld to satisfy tax liability on July 1, 2026

Reported share price $13.71 per share Price used in non-derivative transactions on July 1, 2026

Post-transaction holdings 262,374 shares Common stock directly owned after transactions

Exercised derivative units 16,117 units Restricted Stock Units converted with $0.00 exercise price

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative exercise/conversion, derivative security

4 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units" and underlying_security_title: "Common Stock""

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.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 7,793 common shares"

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.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion" on 16,117 units"

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.

FAQ

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

What insider transactions did TripAdvisor (TRIP) report for Matt Goldberg?

TripAdvisor CEO Matt Goldberg exercised 16,117 Restricted Stock Units into common shares and had 7,793 shares withheld to pay taxes. Following these non-market transactions, he directly holds 262,374 shares of TripAdvisor common stock.

Did TripAdvisor (TRIP) CEO Matt Goldberg sell shares on the open market?

The disclosed activity shows no open-market sale. Shares were acquired by exercising 16,117 Restricted Stock Units, and 7,793 shares were withheld solely to cover tax liabilities, a common administrative mechanism rather than a discretionary market sale.

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

After the reported equity transactions, Matt Goldberg directly owns 262,374 shares of TripAdvisor common stock. This figure reflects the net position after exercising 16,117 Restricted Stock Units and withholding 7,793 shares for tax obligations.

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

The tax-withholding entry shows 7,793 TripAdvisor shares used to satisfy tax liabilities tied to vested equity. This payment method is recorded as a share disposition but does not represent an open-market sale or a change in investment view.

What is the exercise price associated with TripAdvisor (TRIP) CEO’s RSU conversion?

The Form 4 lists a transaction price of $13.71 per share on 16,117 Restricted Stock Units converting into common stock. This price is used for reporting the value of the equity transaction and related tax-withholding disposition in the filing.

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

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Accepted by SEC EDGAR 07/02/2026 - 04:10 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)
07/01/2026

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	07/01/2026		M		16,117	A	$13.71	270,167	D
Common Stock	07/01/2026		F		7,793	D	$13.71	262,374	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	07/01/2026		M			16,117	07/01/2023	07/01/2026	Common Stock	16,117	$0	0	D

Explanation of Responses:

	/s/ Linda C. Frazier, attorney in fact	07/02/2026
	** 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)