Results

TripAdvisor Inc.

02/18/2026 | Press release | Distributed by Public on 02/18/2026 20:57

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
(Print or Type Responses)
1. Name and Address of Reporting Person *
Noonan Michael
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)
CFO & SVP
(Last) (First) (Middle)
C/O TRIPADVISOR, INC., 400 1ST AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026
(Street)
NEEDHAM, MA 02494
4. If Amendment, Date 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
(City) (State) (Zip)
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 02/13/2026 M 4,216 A $10.32 106,492 D
Common Stock 02/13/2026 F 1,238 D $10.32 105,254 D
Common Stock 02/13/2026 M 3,757 A $10.32 109,011 D
Common Stock 02/13/2026 F 1,103 D $10.32 107,908 D
Common Stock 02/13/2026 M 29,342 A $10.32 137,250 D
Common Stock 02/13/2026 F 8,612 D $10.32 128,638 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 02/13/2026 M 4,216 02/15/2024 02/15/2027 Common Stock 4,216 $ 0 16,862 D
Restricted Stock Units $27.03 02/13/2026 M 3,757 02/15/2025 02/15/2028 Common Stock 3,757 $ 0 30,060 D
Restricted Stock Units $14.91 02/13/2026 M 29,342 02/15/2026(1) 02/15/2029 Common Stock 29,342 $ 0 88,028 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Noonan Michael
C/O TRIPADVISOR, INC.
400 1ST AVENUE
NEEDHAM, MA 02494
CFO & SVP

Signatures

/s/ Linda C. Frazier, attorney in fact 02/18/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
TripAdvisor Inc. published this content on February 18, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 19, 2026 at 02:58 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]