Noonan Michael 4

4 · TripAdvisor, Inc. · Filed Mar 12, 2026

AI-generated summary of this filing

Updated Mar 13, 2026

TripAdvisor CFO Michael Noonan Receives Award of 172,582 Shares

What Happened

Michael Noonan, TripAdvisor's CFO and SVP, received two derivative equity awards on March 10, 2026: 86,291 restricted stock units (RSUs) and 86,291 performance stock units (PSUs) (target). Both awards show an acquisition price of $0.00, meaning these are granted RSU/PSU awards (not an open‑market purchase or sale). Total target units: 172,582.

Key Details

Transaction date and price: March 10, 2026, acquired at $0.00 (two grant entries of 86,291 each).
Shares owned after transaction: Not specified in the provided filing excerpt.
Vesting/settlement notes:
- RSUs (Footnote F1): 25% vest on Feb 15, 2027, then 6.25% quarterly thereafter; fully vested Feb 15, 2030.
- PSUs (Footnote F2): 86,291 is the target number; actual PSUs to vest based on performance for the period ending Dec 31, 2027. If earned, 50% will settle on/around Dec 31, 2027 and 50% on Dec 31, 2028.
Filing: Report filed Mar 12, 2026 for transactions on Mar 10, 2026 (filed within typical reporting window).

Context

These are compensation grants (A = Award/Grant), not purchases or sales. RSUs are time‑based grants that convert to shares as they vest; PSUs are performance‑based and may pay out fewer (or more, depending on plan) than the target amount depending on results. Such awards are routine parts of executive pay and do not by themselves indicate a buy or sell signal.

Form 4

Period: 2026-03-10

CFO & SVP

Transactions

Award
Restricted Stock Units
[F1]
2026-03-10+86,291→ 86,291 total
Exercise: $10.14From: 2027-02-15Exp: 2030-02-15→ Common Stock (86,291 underlying)
Award
Restricted Stock Units (Performance-Based)
[F2]
2026-03-10+86,291→ 86,291 total
Exercise: $10.14From: 2027-12-31Exp: 2028-12-31→ Common Stock (86,291 underlying)

Footnotes (2)

[F1]Date at which first vesting occurs is indicated. 25% of the total number of RSUs vest on February 15, 2027, and 6.25% will vest quarterly thereafter. The award is fully vested on February 15, 2030.
[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, 2027. 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, 2027 and the remaining 50% on December 31, 2028.

Signature

/s/ Linda C. Frazier, attorney in fact|2026-03-12

1 file