[Form 4] TripAdvisor, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Tripadvisor, Inc. (TRIP) disclosed a director equity award on a Form 4. A board member received 9,829 shares of common stock underlying Deferred Restricted Stock Units (DSUs) on November 10, 2025, with a transaction price listed as $0, indicating this was an equity grant rather than an open-market purchase.

The DSUs were granted under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan in connection with the individual’s appointment to the Board of Directors. These DSUs vest in full on June 18, 2026, but delivery of all underlying shares will be deferred until after the reporting person’s service as a director ends.

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^*

Dichter Alex

(Last) (First) (Middle)

400 1ST AVE.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2025

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(1)	11/10/2025		A		9,829	A	$0	9,829	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 shares underlying Deferred Restricted Stock Units ("DSUs") granted under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan in connection with such individual's appointment to the Company's Board of Directors on November 10, 2025. Such DSUs vest in full on June 18, 2026; however, receipt of 100% of the shares will be deferred until following termination of the Reporting Person's service as a Director.

	/s/ Linda C. Frazier, attorney in fact	11/20/2025
	** 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 insider transaction did Tripadvisor (TRIP) report on this Form 4?

Tripadvisor reported that a director received 9,829 shares of common stock underlying Deferred Restricted Stock Units (DSUs) as an equity award on November 10, 2025.

Who received the 9,829 DSUs reported by Tripadvisor (TRIP)?

The Form 4 indicates the award was made to an individual serving as a Director of Tripadvisor, Inc., in connection with that person’s appointment to the Company’s Board of Directors.

What plan governs the 9,829 DSUs granted by Tripadvisor (TRIP)?

The DSUs were granted under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan, which provides equity-based compensation such as deferred restricted stock units.

When do the 9,829 Tripadvisor (TRIP) DSUs vest and when are shares delivered?

The DSUs vest in full on June 18, 2026, and receipt of 100% of the underlying shares will be deferred until after the reporting person’s service as a director ends.

Was cash paid for the Tripadvisor (TRIP) DSU grant reported on this Form 4?

The transaction shows a price of $0 per share, indicating the 9,829 DSUs were granted as compensation rather than purchased in the open market.

How many Tripadvisor (TRIP) shares does the director hold after this DSU grant?

Following the reported transaction, the director beneficially owns 9,829 shares of common stock, held in the form of DSUs, with ownership listed as Direct.