TripAdvisor (NASDAQ: TRIP) CAO settles RSUs and tax via share withholding

Rhea-AI Filing Summary

TripAdvisor, Inc.’s Chief Accounting Officer Geoffrey Gouvalaris reported multiple equity compensation transactions in the company’s stock. On February 13, 2026, he exercised restricted stock units, converting them into common shares, and used a portion of the stock to cover tax obligations.

The filing shows several RSU exercises recorded at a conversion price of $10.32 per share for the resulting common stock, along with related tax-withholding dispositions coded as “F.” After these transactions, Gouvalaris directly owned 102,251 shares of TripAdvisor common stock.

A footnote explains the vesting terms of one RSU award: 25% of the total RSUs vest on February 15, 2026, with 6.25% vesting quarterly thereafter until the award is fully vested on February 15, 2029. These transactions reflect routine equity incentive vesting and associated tax settlement.

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)
02/13/2026

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	02/13/2026		M		1,370	A	$10.32	96,428	D
Common Stock	02/13/2026		F		478	D	$10.32	95,950	D
Common Stock	02/13/2026		M		867	A	$10.32	96,817	D
Common Stock	02/13/2026		F		302	D	$10.32	96,515	D
Common Stock	02/13/2026		M		8,802	A	$10.32	105,317	D
Common Stock	02/13/2026		F		3,066	D	$10.32	102,251	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	02/13/2026		M			1,370	02/15/2024	02/15/2027	Common Stock	1,370	$0	5,481	D
Restricted Stock Units	$27.03	02/13/2026		M			867	02/15/2025	02/15/2028	Common Stock	867	$0	6,937	D
Restricted Stock Units	$14.91	02/13/2026		M			8,802	02/15/2026(1)	02/15/2029	Common Stock	8,802	$0	26,409	D

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 fact	02/18/2026
	** 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).
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FAQ

What insider transactions did TripAdvisor (TRIP) report for Geoffrey Gouvalaris?

TripAdvisor reported that Chief Accounting Officer Geoffrey Gouvalaris exercised restricted stock units into common stock and had shares withheld to satisfy taxes. The activity reflects routine equity compensation vesting and related tax-withholding dispositions, rather than open-market purchases or sales of TripAdvisor shares.

How many TripAdvisor shares does Geoffrey Gouvalaris own after these Form 4 transactions?

After the reported transactions, Geoffrey Gouvalaris directly owns 102,251 shares of TripAdvisor common stock. This figure comes from the post-transaction ownership line in the Form 4 and reflects equity awards that have vested and been settled in shares as of the transaction date.

What price per share was used in Geoffrey Gouvalaris’s TripAdvisor equity transactions?

The common stock resulting from the restricted stock unit exercises was recorded at $10.32 per share. This price also applied to the tax-withholding dispositions coded as “F,” which represent shares delivered to cover exercise-related tax liabilities rather than open-market sales of TripAdvisor stock.

Were Geoffrey Gouvalaris’s TripAdvisor transactions open-market buys or sells?

The transactions were not open-market buys or sells. They were coded as “M” for RSU exercises and “F” for tax-withholding dispositions, meaning shares were issued from equity awards and a portion was withheld to pay taxes, instead of being purchased or sold on the market.

What is the vesting schedule for Geoffrey Gouvalaris’s TripAdvisor restricted stock units?

A footnote states that 25% of the RSUs vest on February 15, 2026, with 6.25% vesting quarterly thereafter. The award becomes fully vested on February 15, 2029, providing a structured, multi-year schedule for Gouvalaris’s equity compensation to convert into TripAdvisor common shares.

What does transaction code “F” mean in Geoffrey Gouvalaris’s TripAdvisor Form 4?

Transaction code “F” indicates shares were disposed of to pay exercise price or tax liabilities. In this Form 4, it shows that a portion of the TripAdvisor shares from RSU vesting was withheld and delivered for tax obligations, rather than sold in regular market transactions.