[Form 4] TripAdvisor, Inc. Insider Trading Activity

Rhea-AI Filing Summary

TripAdvisor director and officer Kristen Ann Dalton reported transactions on 08/29/2025 involving restricted stock units and common stock. She acquired 8,135 shares through vesting of restricted stock units at an indicated price of $17.04 (transaction code M) and disposed of 3,934 shares (transaction code F) at the same price, leaving 98,069 shares beneficially owned directly after the trades. The filing was signed by an attorney-in-fact on 09/02/2025.

Positive

• Vesting of RSUs indicates realized compensation aligned with prior grant terms
• Material remaining ownership (98,069 shares) shows continued executive stake in TripAdvisor

Negative

• Partial sale of vested shares reduced direct holdings from 102,003 to 98,069 shares
• No explanation provided in the filing for the sale (e.g., tax withholding or diversification) beyond standard codes

Insights

Securities Analyst

TL;DR: Officer vested RSUs and sold a portion immediately; net holdings decreased slightly but remain substantial.

The report shows a routine executive equity event: vesting of 8,135 restricted stock units (code M) followed by a sale of 3,934 shares (code F) at the same reported price of $17.04. Such patterns typically reflect scheduled vesting and partial disposition, possibly for tax withholding or diversification. Post-transaction direct beneficial ownership is 98,069 shares, which remains material for an individual officer but represents a common, non-extraordinary insider activity.

Corporate Governance Expert

TL;DR: Transactions are procedural and consistent with compensation vesting and standard disposition.

The Form 4 discloses the vesting of RSUs granted 09/01/2021 with a 09/01/2025 expiration reference and an immediate partial sale. No derivative exercises or new grants beyond the reported RSU vesting are shown. There is no indication of unusual timing or regulatory concerns in this filing; signatures were provided via attorney-in-fact.

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^*

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)
08/29/2025

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	08/29/2025		M		8,135	A	$17.04	102,003	D
Common Stock	08/29/2025		F		3,934	D	$17.04	98,069	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	$0	08/29/2025		M			8,135	09/01/2021	09/01/2025	Common Stock	8,135	$0	0	D

Explanation of Responses:

	/s/ Michael F. Billotti, attorney-in-fact	09/02/2025
	** 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

What did TripAdvisor insider Kristen Ann Dalton report on Form 4 (TRIP)?

She reported vesting of 8,135 RSUs and a sale of 3,934 common shares on 08/29/2025, with 98,069 shares owned after the transactions.

Why are there two transaction codes (M and F) on the Form 4?

Code M indicates acquisition upon the exercise or conversion of derivative securities (here RSU vesting) and code F indicates a sale or disposition of securities; both occurred on 08/29/2025.

At what price were the shares reported traded on the Form 4?

Both the acquisition and the disposition are reported at a price of $17.04 per share.

Does the Form 4 show indirect ownership or only direct ownership?

The filing reports direct (D) beneficial ownership following the transactions; no indirect ownership is disclosed.

Who signed the Form 4 for Kristen Ann Dalton?

The form was signed by Michael F. Billotti, attorney-in-fact on 09/02/2025.