Gouvalaris Geoffrey 4

What Happened

• Geoffrey Gouvalaris, TripAdvisor’s Chief Accounting Officer, received equity awards on March 10, 2026 consisting of 18,491 restricted stock units (RSUs) and a target of 6,163 performance stock units (PSUs). The awards were reported as derivative acquisitions at $0.00 (no cash paid); total target awards equal 24,654 shares.

Key Details

• Transaction date: 2026-03-10; Form 4 filed 2026-03-12 (timely).
• Award amounts and price: 18,491 RSUs @ $0.00 and 6,163 PSUs (target) @ $0.00.
• Shares owned after transaction: Not disclosed in the provided filing.
• Vesting/settlement:
  • RSUs (F1): 25% vest on Feb 15, 2027; then 6.25% vest quarterly thereafter; fully vested Feb 15, 2030.
  • PSUs (F2): 6,163 is the target amount; actual PSUs will be determined by performance for the period ending Dec 31, 2027. If earned, 50% vests/settles on or about Dec 31, 2027 and the remaining 50% on Dec 31, 2028.
• Nature of transaction: Compensation award (derivative securities), not an open-market buy or sale; PSUs subject to performance metrics.

Context

• RSUs are time‑based retention awards that transfer stock value as they vest; PSUs pay out based on meeting performance targets and thus may pay out fewer (or potentially more, depending on plan terms) than the target. Because this was a grant, it reflects company compensation, not an insider purchase or sale signal.