TripAdvisor, Inc.·4

Mar 12, 8:33 PM ET

Goldberg Matt 4

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

Research Summary

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TripAdvisor CEO Matt Goldberg Receives Equity Award

What Happened Matt Goldberg, CEO, President and Director of TripAdvisor (TRIP), received two equity awards on March 10, 2026: 202,169 restricted stock units (RSUs) and 202,169 performance stock units (PSUs) (target). Both awards are recorded at $0 acquisition price (standard for compensation grants) — this was an award/compensation grant, not an open-market purchase or sale.

Key Details

  • Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (appears timely).
  • Awards: 202,169 RSUs + 202,169 PSUs (target) = 404,338 total target shares reported.
  • Price: $0.00 per share (derivative awards, code A).
  • RSU vesting (F1): 25% vests Feb 15, 2027; then 6.25% quarterly thereafter; fully vested Feb 15, 2030.
  • PSU terms (F2): 202,169 is the target number; actual PSUs that vest depend on performance for the period ending Dec 31, 2027. If earned, 50% vests ~Dec 31, 2027 and 50% on Dec 31, 2028.
  • Shares owned after transaction: not specified in the provided filing.
  • Nature: compensation grant (routine executive award), not a purchase or sale.

Context

  • RSUs are time-based retention awards that convert to shares as they vest. PSUs are performance-based — the target number may be reduced or increased depending on actual results versus targets.
  • Because these are compensation grants (no cash outlay), they reflect pay package design rather than an independent market-buy signal. They are common for executive compensation and should be viewed as such.
  • No option exercises, sales, or tax-withholding shares were reported in this filing.

Insider Transaction Report

Form 4
Period: 2026-03-10
Goldberg Matt
DirectorCEO and President
Transactions
  • Award

    Restricted Stock Units

    [F1]
    2026-03-10+202,169202,169 total
    Exercise: $10.14From: 2027-02-15Exp: 2030-02-15Common Stock (202,169 underlying)
  • Award

    Restricted Stock Units (Performance-Based)

    [F2]
    2026-03-10+202,169202,169 total
    Exercise: $10.14From: 2027-12-31Exp: 2028-12-31Common Stock (202,169 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

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT