TripAdvisor director granted 17,818 restricted shares

Fonseca Dhiren R. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Fonseca Dhiren R. reported acquisition or exercise transactions in this Form 4 filing.

TripAdvisor, Inc. director Dhiren R. Fonseca received a grant of 17,818 shares of common stock as restricted shares under the company’s 2023 Stock and Annual Incentive Plan in connection with his election to the Board of Directors on June 29, 2026. These restricted shares vest in full on June 29, 2027, meaning he must remain in service until that date to receive them outright. Following this equity award, Fonseca directly holds a total of 39,430 TripAdvisor common shares.

Insider Trade Summary

Grant/Award: 17,818 shares

Grant/Award 1 txn

Insider Fonseca Dhiren R.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	17,818	$0.00	$0.00

Holdings After Transaction: Common Stock — 39,430 shares (Direct)

Footnotes (1)

1. F1. Represents restricted shares 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 29, 2026. Such restricted shares vest in full on June 29, 2027.

Key Figures

Restricted share grant: 17,818 shares Post-transaction holdings: 39,430 shares Grant price per share: $0.00 per share +1 more

4 metrics

Restricted share grant 17,818 shares Grant of common stock on June 29, 2026

Post-transaction holdings 39,430 shares Total TripAdvisor common shares held directly after grant

Grant price per share $0.00 per share Equity award under 2023 Stock and Annual Incentive Plan

Vesting date June 29, 2027 Restricted shares vest in full on this date

Key Terms

restricted shares, 2023 Stock and Annual Incentive Plan, vest in full, grant, award, or other acquisition

4 terms

restricted shares financial

"Represents restricted shares granted under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

2023 Stock and Annual Incentive Plan financial

"granted under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan in connection with such individual's election"

vest in full financial

"Such restricted shares vest in full on June 29, 2027."

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did TripAdvisor (TRIP) report for Dhiren R. Fonseca?

TripAdvisor reported that director Dhiren R. Fonseca received a grant of 17,818 restricted common shares. The award was made under the 2023 Stock and Annual Incentive Plan in connection with his election to the Board of Directors on June 29, 2026.

What type of shares did Dhiren R. Fonseca receive from TripAdvisor (TRIP)?

He received restricted shares of TripAdvisor common stock. These are equity awards that are subject to vesting conditions, meaning they only become fully owned by the director once the specified vesting date or conditions are satisfied.

When do Dhiren R. Fonseca’s TripAdvisor (TRIP) restricted shares vest?

The 17,818 restricted shares granted to Dhiren R. Fonseca vest in full on June 29, 2027. Vesting in full on that date means he must satisfy the required service period before the restrictions on the shares lapse.

How many TripAdvisor (TRIP) shares does Dhiren R. Fonseca hold after this grant?

After the grant, Dhiren R. Fonseca directly holds 39,430 shares of TripAdvisor common stock. This total includes the newly granted restricted shares, reflecting his updated direct ownership position as reported in the Form 4 filing.

Was Dhiren R. Fonseca’s TripAdvisor (TRIP) share grant a market purchase?

No, the filing classifies the transaction as a grant or award acquisition, not an open-market purchase. The shares were issued at a stated price of zero per share as part of TripAdvisor’s 2023 Stock and Annual Incentive Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 07:37 PM EDT Learn about SEC filing dates

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^*

Fonseca Dhiren R.

(Last) (First) (Middle)

C/O TRIPADVISOR, INC.

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	06/29/2026		A		17,818	A	$0	39,430	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 restricted shares 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 29, 2026. Such restricted shares vest in full on June 29, 2027.

	/s/ Linda C. Frazier, attorney in fact	07/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)