Noonan Michael 4/A

What Happened
Michael Noonan, CFO and SVP of TripAdvisor, had 3,776 shares withheld to satisfy tax withholding in connection with the vesting of restricted stock units. The shares were valued at $12.43 each, totaling approximately $46,936. This Form 4 is an amendment correcting the number of shares withheld; it is a withholding (disposition) related to compensation, not a market sale or purchase.

Key Details

• Transaction date: 2026-02-05; filing amended on 2026-02-18 (original Form 4 filed 2026-02-09).
• Transaction type/code: Tax withholding on RSU vesting (code F).
• Shares withheld/disposed: 3,776 at $12.43 — ~$46,936.
• Correction: original filing reported 4,041 shares withheld; the correct number is 3,776. As a result, the number of shares acquired and beneficially owned by Noonan increased by 265 shares versus the original filing.
• No indication of a 10b5-1 plan or market sale; this is routine tax withholding on vested awards.
• Filing appears to be an amendment to correct reporting, not a late report of the underlying transaction.

Context
Tax-withholding dispositions for vested RSUs are common and generally routine — they do not indicate an open-market sale or a directional bet by the insider. Purchases typically carry more informational weight for investors; this transaction reflects compensation tax settlement and an administrative correction to the prior Form 4.