| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
trivago N.V. [ TRVG ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| American Depositary Shares(1) | 950 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Options | (2) | 06/30/2030 | American Depositary Shares(1) | 204,000 | $0.3(3) | D | |
| Stock Options | (2) | 06/30/2030 | American Depositary Shares(1) | 612,000 | $2.33 | D | |
| Performance Stock Options | 06/30/2027 | 06/30/2030 | American Depositary Shares(1) | 136,000(4) | $0.3(3) | D | |
| Performance Stock Units | 06/30/2027 | 06/30/2030 | American Depositary Shares(1) | 408,000(4) | $2.33 | D | |
| Restricted Stock Units | 06/30/2027 | (5) | American Depositary Shares(1) | 328,181 | $0 | D | |
| Explanation of Responses: |
| 1. One (1) American Depositary Share (ADS) represents five (5) Class A Shares. |
| 2. Vesting on June 30, 2024, 2025 and 2026 in equal instalments. |
| 3. Strike price is denominated in Euro currency. |
| 4. As modified on 4/1/2024, this performance-based award vests in full on 6/30/2027 (the measurement date) after a 6/30/2023-6/30/2027 performance period. Earned shares equal 25%-100% of target based on the adjusted share price on 6/30/2027, defined as the higher of the 6- or 12-month VWAP ending that date (adjusted for stock splits/dividends and similar actions) plus the aggregate value of dividends/distributions during the period. Threshold and maximum correspond to adjusted share prices of < $0.97 and > $3.93, respectively. |
| 5. RSUs do not have an Expiration Date. |
| Remarks: |
| Exhibit 24 power of attorney filed herewith. |
| /s/ Mathias Hansen, as Attorney-in-Fact | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||