Tripadvisor (TRIP) TheFork CEO logs RSU conversion and tax share withholding

Rhea-AI Filing Summary

TripAdvisor, Inc. executive Almir Ambeskovic reported equity compensation activity involving company stock. On February 5, 2026, 5,354 performance-based restricted stock units were converted into TripAdvisor common shares, reflected as an acquisition of 5,354 shares at $12.43 per share.

On the same date, 2,303 common shares at $12.43 per share were withheld to cover taxes or similar obligations, leaving Ambeskovic with 35,273 TripAdvisor common shares held directly and 5,355 performance-based restricted stock units still outstanding.

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^*

Ambeskovic Almir

(Last) (First) (Middle)

C.SO DI PORTA NUOVA 3

LOMBARDIA

(Street)

MILANO ITALY 20121

(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)
	CEO, TheFork

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		5,354	A	$12.43	37,576	D
Common Stock	02/05/2026		F		2,303	D	$12.43	35,273	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)	$27.03	02/05/2026		M			5,354	12/31/2025	01/01/2027	Common Stock	5,354	$0	5,355	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 Almir Ambeskovic?

Almir Ambeskovic reported the conversion of 5,354 performance-based restricted stock units into TripAdvisor common stock. On the same day, 2,303 shares were withheld to satisfy obligations, leaving him with 35,273 directly held shares and 5,355 performance-based RSUs outstanding.

How many TripAdvisor (TRIP) shares does Almir Ambeskovic own after this Form 4?

After the reported transactions, Almir Ambeskovic directly owns 35,273 TripAdvisor common shares. He also continues to hold 5,355 performance-based restricted stock units, which represent potential future share delivery if applicable performance and vesting conditions are met.

What was the price per share in Almir Ambeskovic’s TripAdvisor (TRIP) Form 4 transactions?

Both the acquisition and share withholding transactions were reported at a price of $12.43 per TripAdvisor common share. This price applies to the 5,354 acquired shares and the 2,303 shares withheld to cover tax or similar obligations related to equity compensation.

What does transaction code M mean in the TripAdvisor (TRIP) Form 4 for Ambeskovic?

Transaction code M indicates the exercise or conversion of a derivative security, in this case performance-based restricted stock units. Ambeskovic’s 5,354 RSUs converted into an equal number of TripAdvisor common shares as part of his equity compensation on February 5, 2026.

Why were 2,303 TripAdvisor (TRIP) shares reported with transaction code F?

Transaction code F typically reflects shares withheld to pay taxes or similar obligations upon vesting or settlement of equity awards. In this filing, 2,303 TripAdvisor shares at $12.43 were withheld, reducing the net number of shares Ambeskovic retained from the RSU conversion.

What role does Almir Ambeskovic hold at TripAdvisor (TRIP)?

Almir Ambeskovic is reported as an officer of TripAdvisor, serving as CEO of TheFork, a TripAdvisor business. The Form 4 reflects changes in his beneficial ownership of TripAdvisor common stock and related performance-based restricted stock units on February 5, 2026.