Michael Noonan - 26 Feb 2025 Form 4 Insider Report for TripAdvisor, Inc. (TRIP)

Role: CFO & SVP
Signature: /s/ Linda C. Frazier, attorney in fact
Issuer symbol: TRIP
Transactions as of: 26 Feb 2025
Transactions value $: $0
Form type: 4
Filing time: 28 Feb 2025, 19:26:37 UTC
Previous filing: 24 Feb 2025
Next filing: 02 May 2025
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TRIP	Restricted Stock Units	Award	$0	+117K		$0.00	117K	26 Feb 2025	Common Stock	117K	$14.91	Direct	F1
transaction	TRIP	Restricted Stock Units (Performance-Based)	Award	$0	+117K		$0.00	117K	26 Feb 2025	Common Stock	117K	$14.91	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	The number of PSUs to vest and settle will be based on actual performance relative to the performance metrics, targets and weightings established by the Compensation Committee for the performance period ended December 31, 2025. The number of derivative securities set forth above is the target number of PSUs. The actual number of PSUs will vest and settle 50% on or about December 31, 2025 and the remaining 50% on December 31, 2026.

Content

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.

The number of PSUs to vest and settle will be based on actual performance relative to the performance metrics, targets and weightings established by the Compensation Committee for the performance period ended December 31, 2025. The number of derivative securities set forth above is the target number of PSUs. The actual number of PSUs will vest and settle 50% on or about December 31, 2025 and the remaining 50% on December 31, 2026.