trivago (TRVG) General Counsel reports RSU vesting and ADS tax withholding

Rhea-AI Filing Summary

trivago N.V.’s General Counsel, Mathias Hansen, reported routine equity compensation activity involving American Depositary Shares (ADSs) and restricted stock units (RSUs). On May 15, 2026, RSUs converted into 11,490 ADSs, increasing his direct holdings to 25,886 ADSs. In connection with this vesting, 5,975 ADSs were withheld to cover tax obligations, a non-market disposition that does not represent an open-market sale.

The RSUs relate to three grants totaling 95,357, 18,024 and 24,502 units, each vesting in equal twelfths on quarterly dates of 15 February, 15 May, 15 August and 15 November, subject to continued service. One ADS represents five Class A shares, so these awards provide ongoing equity-based compensation over several years rather than a one-time transaction.

Insights

Equity compensation specialist

Routine RSU vesting with tax withholding; no open‑market trading signal.

Mathias Hansen’s Form 4 shows RSU vesting that converted into 11,490 American Depositary Shares on May 15, 2026, while 5,975 ADSs were withheld to satisfy taxes. The transactions use codes M and F, indicating derivative exercises and tax-withholding, not open-market buys or sells.

Footnotes describe three RSU grants totaling 95,357, 18,024 and 24,502 units that vest quarterly in twelfths, contingent on continued service. This pattern reflects a standard multi-year compensation structure. Hansen’s direct holdings after the transactions are 25,886 ADSs, so the withholding is a partial, mechanistic reduction rather than a discretionary sale.

Because the filing does not disclose any Rule 10b5-1 trading plan or market sales, the informational value for investors is limited. Future company filings will show additional vesting on the specified quarterly dates as those RSU grants continue to settle into ADSs.

Insider Trade Summary

11,490 shares exercised/converted

Mixed 5 txns

Insider Hansen Mathias

Role General Counsel

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	7,947	$0.00	--
Exercise	Restricted Stock Units	1,502	$0.00	--
Exercise	Restricted Stock Units	2,041	$0.00	--
Exercise	American Depositary Shares	11,490	$0.00	--
Tax Withholding	American Depositary Shares	5,975	$0.00	--

Holdings After Transaction: Restricted Stock Units — 23,839 shares (Direct, null); American Depositary Shares — 25,886 shares (Direct, null)

Footnotes (1)

1. One (1) American Depositary Share (ADS) represents five (5) Class A Shares. Represents American Depositary Shares of trivago N.V. withheld for payment of taxes due in connection with the vesting of restricted stock units. These Restricted Stock Units were granted on April 4, 2024 for a total of 95,357 units. 1/12th vested on May 15, 2024, and an additional 1/12th will vest quarterly on the vesting dates 15 February, 15 May, 15 August and 15 November thereafter until the award is fully vested, subject to continued service on such vesting date. RSUs do not have an Expiration Date. These Restricted Stock Units were granted on February 27, 2025 for a total of 18,024 units. 1/12th vested on May 15, 2025, and an additional 1/12th will vest quarterly on the vesting dates 15 February, 15 May, 15 August and 15 November thereafter until the award is fully vested, subject to continued service on such vesting date. These Restricted Stock Units were granted on March 2, 2026 for a total of 24,502 units. 1/12th vesting on May 15, 2026, and an additional 1/12th will vest quarterly on the vesting dates 15 February, 15 May, 15 August and 15 November thereafter until the award is fully vested, subject to continued service on such vesting date.

Key Figures

ADSs withheld for taxes: 5,975 ADSs ADSs acquired via RSU conversion: 11,490 ADSs ADS holdings after transactions: 25,886 ADSs +4 more

7 metrics

ADSs withheld for taxes 5,975 ADSs Tax-withholding disposition on May 15, 2026

ADSs acquired via RSU conversion 11,490 ADSs Derivative exercises on May 15, 2026

ADS holdings after transactions 25,886 ADSs Direct ownership following May 15, 2026 Form 4

2024 RSU grant size 95,357 units Granted April 4, 2024; vests quarterly in twelfths

2025 RSU grant size 18,024 units Granted February 27, 2025; vests quarterly in twelfths

2026 RSU grant size 24,502 units Granted March 2, 2026; vests quarterly in twelfths

ADS to Class A share ratio 1 ADS : 5 Class A shares Conversion ratio stated in footnote

Key Terms

American Depositary Share, Restricted Stock Units, tax-withholding disposition, derivative exercise/conversion, +1 more

5 terms

American Depositary Share financial

"One (1) American Depositary Share (ADS) represents five (5) Class A Shares."

An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.

Restricted Stock Units financial

"These Restricted Stock Units were granted on April 4, 2024 for a total of 95,357 units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"Represents American Depositary Shares of trivago N.V. withheld for payment of taxes due in connection with the vesting of restricted stock units."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

RSUs do not have an Expiration Date financial

"RSUs do not have an Expiration Date."

Form 4 Insider Transactions: What Each Field Means →

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^*

Hansen Mathias

(Last) (First) (Middle)

C/O TRIVAGO N.V.

KESSELSTRASSE 5-7

(Street)

DUSSELDORF 40221

(City) (State) (Zip)

GERMANY

(Country)

2. Issuer Name and Ticker or Trading Symbol
trivago N.V. [ TRVG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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
American Depositary Shares(1)	05/15/2026		M		11,490	A	$0	25,886	D
American Depositary Shares(1)	05/15/2026		F(2)		5,975	D	$0	19,911	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	05/15/2026		M			7,947	(3)	(4)	American Depositary Shares(1)	7,947	$0	23,839	D
Restricted Stock Units	$0	05/15/2026		M			1,502	(5)	(4)	American Depositary Shares(1)	1,502	$0	10,514	D
Restricted Stock Units	$0	05/15/2026		M			2,041	(6)	(4)	American Depositary Shares(1)	2,041	$0	22,461	D

Explanation of Responses:

1. One (1) American Depositary Share (ADS) represents five (5) Class A Shares.

2. Represents American Depositary Shares of trivago N.V. withheld for payment of taxes due in connection with the vesting of restricted stock units.

3. These Restricted Stock Units were granted on April 4, 2024 for a total of 95,357 units. 1/12th vested on May 15, 2024, and an additional 1/12th will vest quarterly on the vesting dates 15 February, 15 May, 15 August and 15 November thereafter until the award is fully vested, subject to continued service on such vesting date.

4. RSUs do not have an Expiration Date.

5. These Restricted Stock Units were granted on February 27, 2025 for a total of 18,024 units. 1/12th vested on May 15, 2025, and an additional 1/12th will vest quarterly on the vesting dates 15 February, 15 May, 15 August and 15 November thereafter until the award is fully vested, subject to continued service on such vesting date.

6. These Restricted Stock Units were granted on March 2, 2026 for a total of 24,502 units. 1/12th vesting on May 15, 2026, and an additional 1/12th will vest quarterly on the vesting dates 15 February, 15 May, 15 August and 15 November thereafter until the award is fully vested, subject to continued service on such vesting date.

Remarks:

	/s/ Olga Mizikova, as Attorney-in-Fact	05/19/2026
	** 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)