STOCK TITAN

TripAdvisor (NASDAQ: TRIP) CAO exercises RSUs and uses 1,304 shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TripAdvisor, Inc. insider Geoffrey Gouvalaris, the Chief Accounting Officer, reported routine equity compensation activity involving restricted stock units that settled into common stock on May 15, 2026. He exercised derivative awards covering 4,437 shares of common stock through multiple transactions labeled as exercises of derivative securities.

To cover tax obligations associated with these equity awards, Gouvalaris had a total of 1,304 shares of common stock withheld at a price of $9.60 per share, reported under tax-withholding disposition codes. Following these transactions, he directly holds 103,218 shares of TripAdvisor common stock. Footnote disclosure indicates that at least one RSU grant vests with 25% on February 15, 2026 and 6.25% quarterly thereafter until fully vested on February 15, 2029, highlighting an ongoing vesting schedule.

Positive

  • None.

Negative

  • None.
Insider Gouvalaris Geoffrey
Role null
Type Security Shares Price Value
Exercise Restricted Stock Units 1,370 $0.00 --
Exercise Restricted Stock Units 867 $0.00 --
Exercise Restricted Stock Units 2,200 $0.00 --
Exercise Common Stock 1,370 $9.60 $13K
Tax Withholding Common Stock 403 $9.60 $4K
Exercise Common Stock 867 $9.60 $8K
Tax Withholding Common Stock 255 $9.60 $2K
Exercise Common Stock 2,200 $9.60 $21K
Tax Withholding Common Stock 646 $9.60 $6K
Holdings After Transaction: Restricted Stock Units — 4,111 shares (Direct, null); Common Stock — 103,621 shares (Direct, null)
Footnotes (1)
  1. [object Object]
RSU-related exercises 4,437 shares Total derivative exercises reported on May 15, 2026
Tax-withholding shares 1,304 shares Shares delivered at $9.60 to cover tax obligations
Withholding price $9.60 per share Price applied to tax-withholding dispositions of common stock
Post-transaction holdings 103,218 shares Common stock directly owned after transactions
RSU conversion price 1 $14.91 Conversion or exercise price for a 2,200-share RSU grant
RSU conversion price 2 $27.03 Conversion or exercise price for an 867-share RSU grant
RSU vesting start February 15, 2026 25% of total RSUs vest on this date per footnote
RSU full vesting date February 15, 2029 Footnote states award fully vests on this date
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.
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.
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
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.
vesting financial
"25% of the total number of RSUs vest on February 15, 2026"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
fully vested financial
"The award is fully vested on February 15, 2029"
SEC Form 4
FORM 4UNITED 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*
Gouvalaris Geoffrey

(Last)(First)(Middle)
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)
Director10% Owner
Officer (give title below)XOther (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/15/2026M1,370A$9.6103,621D
Common Stock05/15/2026F403D$9.6103,218D
Common Stock05/15/2026M867A$9.6104,085D
Common Stock05/15/2026F255D$9.6103,830D
Common Stock05/15/2026M2,200A$9.6106,030D
Common Stock05/15/2026F646D$9.6105,384D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$005/15/2026M1,37002/15/202402/15/2027Common Stock1,370$04,111D
Restricted Stock Units$27.0305/15/2026M86702/15/202502/15/2028Common Stock867$06,070D
Restricted Stock Units$14.9105/15/2026M2,20002/15/2026(1)02/15/2029Common Stock2,200$024,209D
Explanation of Responses:
1. Date at which first vesting occurs is indicated. 25% of the total number of RSUs vest on February 15, 2026, and 6.25% will vest quarterly thereafter. The award is fully vested on February 15, 2029.
/s/ Linda C. Frazier, attorney in fact05/18/2026
** Signature of Reporting PersonDate
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)

FAQ

What did TripAdvisor (TRIP) insider Geoffrey Gouvalaris report in this Form 4?

Geoffrey Gouvalaris reported routine equity compensation activity. He exercised restricted stock unit awards into common stock and had a portion of shares withheld to cover taxes, while increasing his direct ownership in TripAdvisor common stock through these derivative exercises.

How many TripAdvisor (TRIP) shares did Geoffrey Gouvalaris acquire through exercises?

Gouvalaris exercised derivative awards related to 4,437 shares of TripAdvisor common stock. These transactions are coded as exercises of derivative securities and reflect equity compensation converting into directly held common shares, rather than open-market purchases of stock.

How many TripAdvisor (TRIP) shares were withheld for Geoffrey Gouvalaris’s taxes?

A total of 1,304 shares of TripAdvisor common stock were withheld at $9.60 per share. These are reported under tax-withholding disposition codes, meaning the shares were delivered to satisfy tax liabilities tied to the equity awards, not sold in the open market.

What is Geoffrey Gouvalaris’s TripAdvisor (TRIP) shareholding after these transactions?

After the reported transactions, Geoffrey Gouvalaris directly holds 103,218 shares of TripAdvisor common stock. This figure shows his post-transaction ownership and provides context for the size of these equity compensation exercises relative to his overall position.

Were any of Geoffrey Gouvalaris’s TripAdvisor (TRIP) transactions open-market buys or sells?

No open-market buys or sells are shown. The Form 4 lists derivative exercises and tax-withholding dispositions, where shares are issued from equity awards and some are used to pay taxes, which differs from discretionary buying or selling on the stock market.

What does the RSU vesting schedule disclosure mean for TripAdvisor (TRIP) insider equity?

One RSU grant vests 25% on February 15, 2026, then 6.25% quarterly until fully vested on February 15, 2029. This schedule indicates Gouvalaris has ongoing potential future share deliveries tied to continued service and the outlined vesting milestones.