Kalvert Seth J 4

What Happened

• Seth J. Kalvert, Chief Legal Officer & Secretary of TripAdvisor (TRIP), exercised/converted derivative awards on May 1, 2026 to acquire a total of 44,010 common shares at an exercise/conversion price of $11.13 per share, for a cash outlay of approximately $489,830.
• On the same date he also surrendered/disposed of a matching 44,010 derivative units at $0 (reported as derivative disposals), which is commonly done to satisfy tax withholding or as a net settlement of award conversions.

Key Details

• Transaction date: May 1, 2026; Filing date (Form 4): May 5, 2026 — filing appears timely.
• Price paid: $11.13 per share; Shares acquired: 44,010; Cash paid: ~$489,830.
• Derivative disposals: 44,010 units disposed at $0 (reported separately) — totals match the shares acquired.
• Shares owned after the transaction: not shown in the provided filing excerpt.
• Footnote: F1 indicates these awards include RSUs with 25% vesting on Feb 15, 2026 and the remainder vesting quarterly (fully vested Feb 15, 2029).

Context

• This was an exercise/conversion of derivative awards (SEC code M), not an open-market purchase or sale. Such exercises convert vested awards into shares; the simultaneous $0 disposals suggest net settlement/withholding rather than an arm’s-length sale.
• Exercises are routine for option/RSU holders and do not necessarily indicate a buy/sell market signal by themselves.