Tripadvisor (NASDAQ: TRIP) grants 5,935 RSUs to new director

Rhea-AI Filing Summary

CATES ANDREW F. reported acquisition or exercise transactions in this Form 4 filing.

TripAdvisor, Inc. director Andrew F. Cates reported receiving a grant of 5,935 shares of common stock in the form of restricted stock units. The award was granted in connection with his appointment to the Board and will vest in full on June 18, 2026. After this compensation-related grant, he holds 15,886 common shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CATES ANDREW F.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,935	$0.00	--

Holdings After Transaction: Common Stock — 15,886 shares (Direct)

Footnotes (1)

1. Represents shares underlying Restricted Stock Units ("RSUs") 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 March 22, 2026. Such RSUs vest in full on June 18, 2026. The filing was delayed due to a procedural delay in Mr. Cates receiving the requisite EDGAR access codes from the SEC. This Form 4 was filed promptly upon receipt of the codes.

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^*

CATES ANDREW F.

(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)
03/23/2026

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)	03/23/2026(2)		A		5,935	A	$0	15,886	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 Restricted Stock Units ("RSUs") 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 March 22, 2026. Such RSUs vest in full on June 18, 2026.

2. The filing was delayed due to a procedural delay in Mr. Cates receiving the requisite EDGAR access codes from the SEC. This Form 4 was filed promptly upon receipt of the codes.

	/s/ Linda C. Frazier, attorney in fact	03/27/2026
	** 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)

FAQ

What did TripAdvisor (TRIP) director Andrew Cates report in this Form 4?

Andrew F. Cates reported receiving 5,935 TripAdvisor common shares through restricted stock units as a compensation grant. These units relate to his appointment to the Board and increase his direct holdings to 15,886 shares after the transaction.

Is Andrew Cates’ TripAdvisor (TRIP) transaction a market purchase or a grant?

The transaction is a grant, not a market purchase. Cates received 5,935 restricted stock units at no cash cost as part of director compensation, classified as a grant, award, or other acquisition under the company’s 2023 Stock and Annual Incentive Plan.

When do Andrew Cates’ newly granted TripAdvisor (TRIP) RSUs vest?

The 5,935 restricted stock units granted to Andrew Cates will vest in full on June 18, 2026. Vesting means the units convert into shares of common stock that he fully owns, consistent with typical director compensation structures using time-based vesting.

How many TripAdvisor (TRIP) shares does Andrew Cates own after this filing?

Following the award of 5,935 restricted stock units, Andrew Cates directly holds 15,886 TripAdvisor common shares. This total reflects his position after the reported compensation-related acquisition, as disclosed in the Form 4 ownership table.

Why was Andrew Cates granted restricted stock units by TripAdvisor (TRIP)?

The restricted stock units were granted in connection with Andrew Cates’ appointment to TripAdvisor’s Board of Directors. Such equity awards align director incentives with shareholders by tying part of their compensation to the company’s stock performance over time.

Was there any issue or delay disclosed regarding Andrew Cates’ TripAdvisor (TRIP) Form 4?

The filing notes a procedural delay in Andrew Cates receiving required EDGAR access codes from the SEC. The Form 4 states it was submitted promptly once those codes were obtained, indicating an administrative timing issue rather than a transaction problem.