[Form 4] TripAdvisor, Inc. Insider Trading Activity

Rhea-AI Filing Summary

TripAdvisor, Inc. (TRIP) filed a Form 4 on 20 June 2025 for newly elected director Albert E. Rosenthaler. The filing discloses an award of 19,171 Restricted Stock Units (RSUs) granted on 18 June 2025 under the company’s 2023 Stock and Annual Incentive Plan. The RSUs carry an exercise price of $0 and will vest in full on 18 June 2026, one year after the grant date.

Following the award, Rosenthaler’s total beneficial ownership rises to 111,848 TRIP common shares, held directly. No shares were sold or otherwise disposed of, and no derivative securities were reported. The transaction appears to be routine director onboarding compensation and does not involve a 10b5-1 trading plan.

Insights

Financial Analyst

TL;DR – Routine director RSU grant; negligible valuation impact.

The Form 4 records a standard equity grant of 19,171 RSUs to incoming board member Albert E. Rosenthaler. With a zero-dollar exercise price and a one-year cliff vest, the award increases his stake to 111,848 shares, but represents less than 0.1% of TripAdvisor’s outstanding shares. No sales, option exercises, or derivative positions were disclosed, so there is no immediate cash flow or dilution effect. Such grants are customary for director compensation and should not materially influence share price or corporate control.

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^*

ROSENTHALER ALBERT E

(Last) (First) (Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD CO 80112

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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(1)	06/18/2025		A		19,171	A	$0	111,848	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

Explanation of Responses:

1. Represents shares underlying Restricted Stock Units ("RSUs") granted under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan in connection with such individual's election to the Company's Board of Directors on June 18, 2025. Such RSUs vest in full on June 18, 2026.

	/s/ Linda C. Frazier, attorney in fact	06/20/2025
	** 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

How many RSUs did Albert E. Rosenthaler receive from TripAdvisor (TRIP)?

He was granted 19,171 Restricted Stock Units on 18 June 2025.

When will the RSUs granted to Rosenthaler vest?

The RSUs vest in full on 18 June 2026, one year after the grant date.

What is Rosenthaler’s total beneficial ownership after the transaction?

After the grant, he beneficially owns 111,848 shares of TripAdvisor common stock.

Were any shares sold or disposed of in this Form 4 filing?

No. The filing reports only an acquisition of RSUs; there were no sales or disposals.

What price was paid for the RSUs?

The RSUs were issued at $0 as part of director compensation.