Dalton Kristen Ann 4

What Happened

• Kristen Dalton, President, Brand Tripadvisor, was granted two equity awards on March 10, 2026: 49,309 shares (RSUs/time-based) and 49,309 shares (PSUs/performance-based), for a total target of 98,618 derivative shares. Each award shows $0.00 per share (no cash paid).
• These are awards (A) reported as derivative securities, not open-market purchases or sales—part of executive compensation rather than an immediate buy or sell.

Key Details

• Transaction date: 2026-03-10; Filing date: 2026-03-12 (appears timely).
• Price: $0.00 per share (award/grant).
• Total target shares granted: 98,618 (49,309 RSUs + 49,309 PSUs).
• Shares owned after transaction: Not specified in the Form 4 filing.
• Footnote F1 (RSUs): 25% vests Feb 15, 2027, then 6.25% quarterly thereafter; fully vested Feb 15, 2030 (time-based vesting).
• Footnote F2 (PSUs): 49,309 is the target number of PSUs; actual payout depends on performance for the period ending Dec 31, 2027. If earned, 50% vests ~Dec 31, 2027 and 50% on Dec 31, 2028.
• No 10b5-1 plan, tax-withholding, or sale noted in this filing.

Context

• RSUs (time-based) vest over the schedule in F1; PSUs (performance-based) may pay out fewer or more shares than the target depending on results vs. goals. Because these are compensation awards, they reflect company pay practices rather than a direct buy/sell signal from the insider.