TripAdvisor (TRIP) Chief Accounting Officer receives RSU and PSU grants

Rhea-AI Filing Summary

Gouvalaris Geoffrey reported acquisition or exercise transactions in this Form 4 filing.

TripAdvisor, Inc. reported that Chief Accounting Officer Geoffrey Gouvalaris received equity awards in the form of restricted stock units. On March 10, 2026, he was granted 18,491 time-based RSUs tied to TripAdvisor common stock. According to the vesting terms, 25% vest on February 15, 2027, with 6.25% vesting quarterly thereafter until the award is fully vested on February 15, 2030.

He was also granted 6,163 performance-based RSUs, representing a target number of units. The actual number that vests will depend on performance metrics set by the Compensation Committee for the period ending December 31, 2027, with 50% scheduled to vest on or about December 31, 2027 and the remaining 50% on December 31, 2028.

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

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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^*

Gouvalaris Geoffrey

(Last) (First) (Middle)

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
	Officer (give title below)	X	Other (specify below)
			Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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

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	$10.14	03/10/2026		A		18,491		02/15/2027(1)	02/15/2030	Common Stock	18,491	$0	18,491	D
Restricted Stock Units (Performance-Based)	$10.14	03/10/2026		A		6,163		12/31/2027(2)	12/31/2028	Common Stock	6,163	$0	6,163	D

Explanation of Responses:

1. Date at which first vesting occurs is indicated. 25% of the total number of RSUs vest on February 15, 2027, and 6.25% will vest quarterly thereafter. The award is fully vested on February 15, 2030.

2. The number of PSUs to vest and settle will be based on actual performance relative to the performance metrics, targets and weightings established by the Compensation Committee for the performance period ended December 31, 2027. The number of derivative securities set forth above is the target number of PSUs. The actual number of PSUs will vest and settle 50% on or about December 31, 2027 and the remaining 50% on December 31, 2028.

	/s/ Linda C. Frazier, attorney in fact	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did TripAdvisor (TRIP) grant to Geoffrey Gouvalaris?

TripAdvisor granted Geoffrey Gouvalaris 18,491 time-based RSUs and 6,163 performance-based RSUs tied to common stock. These awards represent stock-based compensation and will vest over several years, partly based on continued service and partly on future performance.

When do Geoffrey Gouvalaris’s time-based RSUs at TripAdvisor (TRIP) vest?

For the 18,491 time-based RSUs, 25% vest on February 15, 2027, with 6.25% vesting quarterly thereafter. The award becomes fully vested on February 15, 2030, assuming the required service conditions continue to be met.

How are the performance-based RSUs for TripAdvisor (TRIP) structured?

The 6,163 performance-based RSUs are a target amount, with the actual vesting based on performance metrics set for the period ending December 31, 2027. Vested units settle 50% on or about December 31, 2027 and 50% on December 31, 2028.

Is Geoffrey Gouvalaris buying or selling TripAdvisor (TRIP) shares in this Form 4?

This Form 4 reports grant or award acquisitions, not open-market buying or selling. The transactions reflect compensation-related RSU and performance-based RSU awards at no cash cost per unit, rather than discretionary share purchases or sales by Geoffrey Gouvalaris.

What role does Geoffrey Gouvalaris hold at TripAdvisor (TRIP)?

Geoffrey Gouvalaris is identified as TripAdvisor’s Chief Accounting Officer. The reported RSU and performance-based RSU grants represent part of his equity compensation package, aligning his interests with shareholders through future ownership in TripAdvisor common stock.