Tripadvisor (TRIP) brand president settles 8,925 performance RSUs, nets 101,083 shares

Rhea-AI Filing Summary

Tripadvisor, Inc. officer Kristen Ann Dalton, President, Brand Tripadvisor, reported equity award activity on February 5, 2026. A performance-based restricted stock unit award for 8,925 units was exercised at an exercise price of $0, delivering 8,925 shares of common stock at a market price of $12.43 per share.

On the same date, 3,109 common shares were disposed of at $12.43 under code "F", indicating shares withheld to cover taxes upon vesting. After these transactions, Dalton directly owned 101,083 shares of Tripadvisor common stock.

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^*

Dalton Kristen Ann

(Last) (First) (Middle)

400 FIRST 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
X	Officer (give title below)		Other (specify below)
	President, Brand Tripadvisor

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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
Common Stock	02/05/2026		M		8,925	A	$12.43	104,192	D
Common Stock	02/05/2026		F		3,109	D	$12.43	101,083	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 (Performance-Based)	$0	02/05/2026		M			8,925	12/31/2025	01/01/2027	Common Stock	8,925	$0	8,925	D

Explanation of Responses:

	/s/ Michael F. Billotti, attorney-in-fact	02/09/2026
	** 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.

FAQ

What insider transaction did Tripadvisor (TRIP) report for Kristen Ann Dalton?

Tripadvisor reported that officer Kristen Ann Dalton exercised 8,925 performance-based restricted stock units into common stock. The award converted at a $0 exercise price, with shares valued at $12.43 each on February 5, 2026, as part of her equity compensation.

How many Tripadvisor (TRIP) shares did Kristen Ann Dalton acquire in this Form 4?

Kristen Ann Dalton acquired 8,925 shares of Tripadvisor common stock through the exercise of performance-based restricted stock units. The units converted at a $0 exercise price, with the underlying common stock priced at $12.43 per share on February 5, 2026.

Why were some Tripadvisor (TRIP) shares withheld in Kristen Ann Dalton’s filing?

The Form 4 shows 3,109 Tripadvisor common shares coded "F," meaning they were withheld to cover tax obligations from the RSU vesting. These shares were valued at $12.43 each, reducing the net shares retained after the equity award settlement.

What is Kristen Ann Dalton’s Tripadvisor (TRIP) share ownership after the Form 4 transactions?

Following the reported transactions, Kristen Ann Dalton directly owned 101,083 shares of Tripadvisor common stock. This total reflects both the 8,925 shares received from performance-based RSUs and the 3,109 shares withheld to satisfy tax requirements on February 5, 2026.

What type of equity award did Kristen Ann Dalton exercise at Tripadvisor (TRIP)?

She exercised performance-based restricted stock units, which are stock awards that vest when performance conditions are met. On February 5, 2026, 8,925 RSUs converted into an equal number of Tripadvisor common shares at a $0 exercise price.