v3.26.1
Stock Based Awards (Tables)
 6 Months Ended
Jun. 30, 2026
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Summary of Stock Option Activity

A summary of 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 at December 31, 2025

 

 

2,001

 

 

$

30.30

 

 

 

 

 

 

Canceled or expired

 

 

(176

)

 

 

40.41

 

 

 

 

 

 

Options outstanding at June 30, 2026

 

 

1,825

 

 

$

29.33

 

 

3.9

 

 

$

—

 

Exercisable as of June 30, 2026

 

 

1,744

 

 

$

29.75

 

 

3.8

 

 

$

—

 

Vested and expected to vest after June 30, 2026

 

 

1,825

 

 

$

29.33

 

 

3.9

 

 

$

—

 
Summary of RSU Activity

A summary of RSUs activity (including deferred stock units (“DSUs”) and restricted stock awards (“RSAs”)), 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, 2025

 

 

10,348

 

 

$

18.43

 

 

 

 

Granted(1)

 

 

4,459

 

 

 

10.33

 

 

 

 

Vested and released(2)

 

 

(3,119

)

 

 

18.42

 

 

 

 

Canceled

 

 

(1,224

)

 

 

16.75

 

 

 

 

Unvested RSUs outstanding as of June 30, 2026

 

 

10,464

 

 

$

15.14

 

 

$

143.5

 
(1)
Inclusive of approximately 89,000 DSUs and 36,000 RSAs granted to certain non-employee directors during the second quarter of 2026. 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. Each RSA represents an award of one share of the Company’s common stock subject to a one-year service-based vesting condition. Prior to vesting, the director is entitled to receive dividends, which are accrued, but forfeitable, and paid only upon vesting of the underlying award.
(2)
Inclusive of approximately 670,000 shares of common stock withheld in connection with RSUs vesting 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 Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan (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.
PSUs and MSUs  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Summary of RSU Activity

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

 

 

PSUs (1)

 

MSUs

 

 

 

 

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, 2025

 

1,459

 

$19.40

 

 

 

34

 

$14.80

 

 

Granted

 

776

 

10.14

 

 

 

—

 

—

 

 

Vested and released (2)

 

(110)

 

27.37

 

 

 

—

 

—

 

 

Canceled (3)

 

(363)

 

25.81

 

 

 

(34)

 

14.8

 

 

Unvested and outstanding as of June 30, 2026

 

1,762

 

$13.50

 

$24.2

 

—

 

$—

 

$—

 

(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 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)
Inclusive of approximately 37,000 shares of common stock withheld in connection with PSUs 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.
(3)
MSUs cancellations reflect market-based performance targets not being attained by the end of the performance period.