Name: TripAdvisor, Inc. Stock Compensation Disclosure
Creator: TripAdvisor, Inc.
License: https://creativecommons.org/publicdomain/mark/1.0/

NOTE 13: STOCK BASED AWARDS AND OTHER EQUITY INSTRUMENTS

Stock-Based Compensation Expense

The following table presents the amount of stock-based compensation expense and the related income tax benefit included in our consolidated statements of operations during the periods presented:


	Year ended December 31,
	2025			2024			2023
	(in millions)
Total stock-based compensation expense	$	108		$	120		$	96
Income tax benefit from stock-based compensation expense		(20	)		(23	)		(21	)
Total stock-based compensation expense, net of tax effect	$	88		$	97		$	75

We capitalized $12 million, $13 million and $10 million of stock-based compensation expense as website development costs during the years ended December 31, 2025, 2024 and 2023, respectively.

Stock and Incentive Plans

On December 20, 2011, our 2011 Stock and Annual Incentive Plan (the “2011 Plan”) became effective and we filed a Registration Statement registering a total of 17,500,000 shares of our common stock, of which 17,400,000 shares were issuable in connection with grants of equity-based awards under our 2011 Plan and 100,000 shares were issuable under our Deferred Compensation Plan for Non-Employee Directors (refer to “Note 12: Employee Benefit Plans” for information on our Deferred Compensation Plan for Non-Employee Directors). At our annual meeting of stockholders held on June 28, 2013, our stockholders approved an amendment to our 2011 Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance thereunder by 15,000,000 shares.

On June 21, 2018, our stockholders approved the 2018 Stock and Annual Incentive Plan (the “2018 Plan”) and we filed a Registration Statement registering 6,000,000 shares plus the number of shares available for issuance (and not subject to outstanding awards) under the 2011 Plan. As of the effective date of the 2018 Plan, the Company ceased granting awards under the 2011 Plan. On June 8, 2021, our stockholders approved an amendment to the Company’s 2018 Plan to, among other things, increase the aggregate number of shares reserved and available for issuance under the 2018 Plan by 10,000,000 shares. The purpose of this amendment was to provide sufficient reserves of shares of our common stock to ensure our ability to continue to provide new hires, employees and management with equity incentives.

On June 6, 2023, our stockholders approved the TripAdvisor, Inc. 2023 Stock and Annual Incentive Plan (the “2023 Plan”) primarily for the purpose of providing sufficient reserves of shares of our common stock to ensure our ability to continue to provide new hires, employees, and other participants with equity incentives. The 2023 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), and other stock-based awards. As of the effective date of the 2023 Plan, the Company ceased granting awards under the 2018 Plan.

As of December 31, 2025, the total number of shares reserved for future stock-based awards under the 2023 Plan was approximately 13 million shares. All shares of common stock issued to date in respect of the exercise of options, RSUs, or other equity awards have been issued from authorized, but unissued common stock.

Stock Based Award Activity and Valuation

2025 Stock Option Activity

A summary of our stock option activity, consisting of service-based non-qualified stock options, is presented below:


				Weighted		Weighted
				Average		Average
				Exercise		Remaining		Aggregate
	Options			Price Per		Contractual		Intrinsic
	Outstanding			Share		Life		Value
	(in thousands)					(in years)		(in millions)
Options outstanding as of December 31, 2024		2,190		$	31.57
Cancelled or expired		(189	)		45.02
Options outstanding as of December 31, 2025		2,001			30.30		4.3	$	—
Exercisable as of December 31, 2025		1,804			31.38		4.0	$	—
Vested and expected to vest after December 31, 2025 (1)		2,001		$	30.30		4.3	$	—

(1)

The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore does not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award.

Aggregate intrinsic value represents the difference between the closing stock price of our common stock and the exercise price of outstanding, in-the-money options. Our closing stock price as reported on Nasdaq as of December 31, 2025 was $14.56. The total intrinsic value of stock options exercised for the years ended December 31, 2025, 2024, and 2023 was not material.

The fair value of stock option grants has been estimated at the date of grant using the Black–Scholes option pricing model with the following weighted average assumptions for the periods presented:


	December 31,
	2024			2023
Risk free interest rate		4.07	%		3.70	%
Expected term (in years)		5.19			5.16
Expected volatility		56.69	%		53.43	%
Expected dividend yield	— %			— %
Weighted-average grant date fair value	$	13.37		$	10.18

There were no stock options granted during the year ended December 31, 2025. The total fair value of stock options vested for the years ended December 31, 2025, 2024 and 2023 were $3 million, $7 million, and $7 million, respectively. Cash received from stock option exercises for the years ended December 31, 2025, 2024, and 2023 was not material.

2025 RSU Activity

A summary of our RSU activity, consisting of service-based vesting terms, is presented below:


				Weighted
				Average
				Grant-		Aggregate
	RSUs			Date Fair		Intrinsic
	Outstanding			Value Per Share		Value
	(in thousands)					(in millions)
Unvested RSUs outstanding as of December 31, 2024		11,605		$	23.47
Granted (1)		6,685			14.86
Vested and released (2)		(5,141	)		24.16
Cancelled		(2,801	)		20.31
Unvested RSUs outstanding as of December 31, 2025 (3)		10,348		$	18.43	$	151

(1)

Inclusive of approximately 87,000 deferred stock units (“DSUs”) granted to certain non-employee directors during 2025. Each DSU represents the right to receive one share of the Company’s common stock upon vesting. The DSUs shall vest one year after the grant date. However, settlement of the shares represented by DSUs that vest will occur on January 15th of the calendar year immediately following the year in which the director experiences a "separation of service" as defined in Section 409A of the Internal Revenue Code of 1986.

(2)

Inclusive of approximately 1,088,000 shares of common stock withheld in connection with RSU vestings to satisfy required employee tax withholding requirements. Shares which could have been issued in connection with the vesting of RSUs but were instead withheld under net share settlement remain in the authorized but unissued pool under the 2023 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statement of cash flows.

(3)

The total fair value of RSUs vested for the years ended December 31, 2025, 2024, and 2023 was $124 million, $118 million, and $109 million, respectively.

A summary of our performance-based RSUs ("PSUs") and market-based RSUs (“MSUs”) activity is presented below:


	PSUs (1)							MSUs (2)
				Weighted							Weighted
				Average							Average
				Grant-		Aggregate					Grant-		Aggregate
				Date Fair		Intrinsic					Date Fair		Intrinsic
	Outstanding			Value Per Share		Value		Outstanding			Value Per Share		Value
	(in thousands)					(in millions)		(in thousands)					(in millions)
Unvested and outstanding as of December 31, 2024		982		$	23.28				491		$	10.53
Granted		932			14.92				—			—
Vested and released (3)		(386	)		18.43				—			—
Cancelled (4)		(69	)		19.72				(457	)		10.22
Unvested and outstanding as of December 31, 2025		1,459		$	19.40	$	21		34		$	14.80	$	—

(1)

PSUs generally vest in two equal annual installments on December 31 in the first and second years following the grant date, based on the extent to which the Company achieves certain financial metrics relative to targets established by the Company’s Compensation and Section 16 Committees of its Board of Directors (jointly, the “Compensation Committee”). The estimated grant-date fair value of PSUs is measured based on the quoted price of our common stock at the date of grant, calculated upon the establishment of performance targets,

and amortized on a straight-line basis over the requisite service period. Based upon actual attainment relative to the target financial metrics, employees have the ability to receive up to 200% of the target number originally granted, or to be issued none at all. Probable outcome for performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications, if any.

(2)

MSUs vest three years from grant date, generally with 25% vesting if the weighted-average stock price over a 30-day trading period during the vesting period is equal to or greater than $35.00 but less than $45.00, 50% vesting if equal to or greater than $45.00 but less than $55.00, and 100% vesting if equal to or greater than $55.00, subject to continuous employment with, or performance of services for, the Company. A Monte-Carlo simulation model, which simulated the present value of the potential outcomes of future stock prices, was used to calculate the grant-date fair value of our MSU awards. The estimated grant-date fair value of these awards is amortized on a straight-line basis over the requisite service period and is not adjusted based on the actual number of awards that ultimately vest.

(3)

Inclusive of approximately 154,000 shares of common stock withheld in connection with PSU vesting to satisfy required employee tax withholding requirements. Shares which could have been issued in connection with the vesting of PSUs but were instead withheld under net share settlement remain in the authorized but unissued pool under the 2023 Plan and can be reissued by the Company under the 2023 Plan. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statement of cash flows.

(4)

MSU cancellations reflect performance targets not being attained by the end of the performance period during 2025.

As of December 31, 2025, total unrecognized compensation cost related to stock-based awards, substantially RSUs (including PSUs, MSUs and DSUs), was $174 million, which the Company expects to recognize over a weighted-average period of 2.3 years.

Historical Timeline

Fiscal Year	Filed
2025	Feb 13, 2026	Showing above
2024	Feb 20, 2025

2023	Feb 16, 2024

2022	Feb 17, 2023

2021	Feb 18, 2022

2020	Feb 19, 2021

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

TripAdvisor, Inc. Stock Compensation Disclosure

Historical Timeline

About Stock Compensation Disclosures

Other Available Disclosures