Tripadvisor CFO exercises 2,425 RSUs, withholds shares

Tripadvisor CFO & SVP Michael Noonan reported equity transactions involving company stock.

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Form Type

Rhea-AI Filing Summary

Tripadvisor CFO & SVP Michael Noonan reported equity transactions involving company stock. On January 30, 2026, he exercised 2,425 Restricted Stock Units, receiving the same number of common shares at a price of $13.42 per share. On the same date, 845 common shares were disposed of with transaction code F at $13.42 per share, typically reflecting shares withheld to cover taxes. Following these transactions, he directly owned 94,450 shares of common stock and 7,277 Restricted Stock Units.

Insider Trade Summary

2,425 shares exercised/converted

Exercise 3 txns

Insider Noonan Michael

Role CFO & SVP

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,425	$0.00	$0.00
Exercise	Common Stock	2,425	$13.42	$33K
Exercise Price or Tax Liability	Common Stock	845	$13.42	$11K

Holdings After Transaction: Restricted Stock Units — 7,277 contracts (Direct); Common Stock — 94,450 shares (Direct)

FAQ

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What insider transaction did Tripadvisor (TRIP) report for its CFO?

Tripadvisor CFO & SVP Michael Noonan exercised 2,425 Restricted Stock Units into common stock on January 30, 2026, and had 845 common shares disposed of at $13.42 per share, typically related to tax withholding on the vested shares.

How many Tripadvisor shares does CFO Michael Noonan hold after this Form 4?

After the January 30, 2026 transactions, Michael Noonan directly owned 94,450 shares of Tripadvisor common stock and 7,277 Restricted Stock Units, according to the Form 4 insider filing submitted under Section 16 reporting rules.

What was the price used for Michael Noonan’s Tripadvisor stock transactions?

Both the acquisition and disposition of Tripadvisor common stock in Michael Noonan’s January 30, 2026 transactions were reported at $13.42 per share, covering 2,425 shares acquired from RSU vesting and 845 shares disposed of with transaction code F.

What does transaction code M mean in the Tripadvisor CFO’s Form 4?

Transaction code M in Michael Noonan’s Form 4 indicates the exercise or conversion of derivative securities. Here, 2,425 Restricted Stock Units converted into 2,425 Tripadvisor common shares on January 30, 2026, at a reported price of $13.42 per share.

Why were 845 Tripadvisor shares disposed of in Michael Noonan’s filing?

The Form 4 shows 845 Tripadvisor common shares with transaction code F at $13.42 per share. Code F typically reflects shares withheld by the issuer to satisfy tax obligations upon vesting of equity awards such as Restricted Stock Units.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/03/2026 - 04:12 PM EST

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^*

Noonan Michael

(Last)

(First)

(Middle)

C/O TRIPADVISOR, INC.

400 1ST AVENUE

(Street)

NEEDHAM

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)
01/30/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/30/2026		M		2,425	A	$13.42	95,295	D
Common Stock	01/30/2026		F		845	D	$13.42	94,450	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0	01/30/2026		M			2,425	10/31/2023	10/31/2026	Common Stock	2,425	$0	7,277	D

Explanation of Responses:

	/s/ Linda C. Frazier, attorney in fact	02/03/2026
	** 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.

Source: View Original Filing on SEC EDGAR