Kalvert Seth J 4

What Happened

• Seth J. Kalvert, Chief Legal Officer and Secretary of TripAdvisor (TRIP), exercised stock options on 2026-02-13 to acquire 26,723 shares at an exercise price of $10.32 per share, for a total exercise cost of $275,782. To cover tax/exercise obligations, 7,845 shares were surrendered/withheld (reported as dispositions) valued at $80,960. Net new shares credited to Kalvert = 18,878.

Key Details

• Transaction date: February 13, 2026. Exercise price: $10.32/share.
• Shares exercised (acquired): 3,162 + 2,602 + 20,959 = 26,723 shares; total exercise cost reported = $275,782.
• Shares withheld/surrendered for taxes or payment: 929 + 764 + 6,152 = 7,845 shares; value reported = $80,960.
• Net increase in beneficially owned shares: 26,723 − 7,845 = 18,878 shares.
• Filing date: February 18, 2026 (filed within the Form 4 deadlines based on reported dates).
• Transaction codes: M = option exercise/conversion; F = payment of exercise price or tax liability via share withholding. The $0.00 derivative “disposed” lines reflect conversion/cancellation of the underlying derivative upon exercise.
• Shares owned after the transaction: not stated in the provided excerpt of the filing.
• Footnote: award vesting schedule noted — 25% vests Feb 15, 2026, then 6.25% quarterly; fully vested Feb 15, 2029.

Context

• This was an exercise of options (an acquisition) rather than an open-market purchase. Because a portion of shares were withheld to satisfy tax/exercise obligations (a common cashless/withholding treatment), the insider ended up with fewer net new shares than the gross exercised amount.
• Exercises and withholdings are routine executive compensation events and do not by themselves indicate the insider’s market view.