Tripadvisor Enters into Agreement to Sell TheFork to American Express for $700 Million

Rhea-AI Summary

Tripadvisor (NASDAQ: TRIP) entered into a put option agreement to sell TheFork, its European online restaurant reservation and management platform, to American Express for $700 million in cash.

The deal is expected to close before the end of 2026, with minimal tax cost and net proceeds expected to be close to gross proceeds. Tripadvisor cites increased focus on its Experiences strategy and greater flexibility for capital returns, debt reduction, and potential inorganic investments.

For the last twelve months ended Q1 2026, TheFork generated $232 million revenue and $28 million segment adjusted EBITDA.

Positive

• $700 million all-cash proceeds from TheFork sale agreement
• Net proceeds expected to closely approximate $700 million gross proceeds
• TheFork LTM revenue of $232 million as of Q1 2026
• TheFork LTM segment adjusted EBITDA of $28 million as of Q1 2026
• Company highlights increased flexibility for share repurchases and debt paydown
• Sale enables greater strategic focus on Experiences segment

Negative

• Transaction closing targeted before end of 2026, extending timing of cash inflow
• Deal remains subject to labor consultation and regulatory approvals

News Market Reaction – TRIP

+1.21%

12 alerts

+1.21% Session close to close

+14.1% Peak in 7 min

$1.44B Market Cap

0.0x Rel. Volume

In the Jun 15 session, TRIP gained 1.21%, reflecting a mild positive market reaction. Argus tracked a peak move of +14.1% during that session. Our momentum scanner triggered 12 alerts that day, indicating notable trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a $700 million all-cash agreement to sell TheFork, which generated $232 mi...

Analysis

This announcement details a $700 million all-cash agreement to sell TheFork, which generated $232 million in LTM revenue and $28 million in adjusted EBITDA as of Q1 2026. Management highlights plans to focus more tightly on Experiences while preserving balance sheet strength and capital-return flexibility. In light of earlier filings describing weaker Q1 2026 results, investors may watch how proceeds are deployed and how Experiences profitability evolves.

Key Figures

TheFork sale price: $700 million TheFork LTM revenue: $232 million TheFork adj. EBITDA: $28 million

3 metrics

TheFork sale price $700 million All-cash consideration from American Express

TheFork LTM revenue $232 million Last twelve-month revenue as of Q1 2026

TheFork adj. EBITDA $28 million Segment adjusted EBITDA over last twelve months as of Q1 2026

Historical Context

5 past events · Latest: Jun 09 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 09	Awards announcement	Neutral	+0.9%	Recognized top global hotels through 2026 Travelers' Choice awards.
May 12	Conference participation	Neutral	+1.9%	Outlined CEO and CFO appearances at upcoming investor conferences.
May 07	Earnings release notice	Neutral	+0.5%	Directed investors to Q1 2026 earnings press release and webcast.
Apr 28	Awards announcement	Neutral	-3.0%	Announced 2026 Travelers' Choice awards for experiences and attractions.
Apr 23	Earnings call scheduling	Neutral	+3.0%	Set timing for Q1 2026 results release and conference call.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent company announcements, mainly awards and investor events, have produced relatively modest single-day price moves, with no strong pattern of outsized reactions.

Recent Company History

Over the last few months, TRIP’s news flow has centered on brand-building and investor engagement. Awards announcements on Apr 28 and Jun 9 highlighted its global travel and experiences footprint, while multiple items in late April and early May focused on scheduling and releasing Q1 2026 results and conference participation. Price reactions to these updates stayed relatively contained, making the portfolio-sale announcement a more distinctly strategic development by comparison.

Key Terms

put option agreement, adjusted EBITDA, segment adjusted EBITDA, stock-based compensation, +4 more

8 terms

put option agreement financial

"announced it has entered into a put option agreement to sell TheFork"

A put option agreement is a contract that gives its holder the right to sell a specified number of shares at an agreed price within a set period. Think of it like an insurance policy that guarantees you can offload stock at a known price if the market falls; for investors it provides downside protection but can also create obligations for the counterparty (often the company) to buy back shares, which can affect cash flows and ownership stakes.

adjusted EBITDA financial

"last twelve-month revenue for TheFork was $232 million and adjusted EBITDA"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

segment adjusted EBITDA financial

"We refer to segment adjusted EBITDA as a measure of segment profitability"

Segment adjusted EBITDA is a measure of how much profit a specific part of a company generates from its everyday operations, before counting interest, taxes, depreciation, amortization and one‑off items. Investors use it like checking the fuel efficiency of one car in a fleet: it helps compare which business lines truly earn money, evaluate trend performance, and decide where to invest or cut costs without distortions from financing or accounting choices.

stock-based compensation financial

"plus: (4) stock-based compensation; (5) goodwill, long-lived asset,"

Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.

View in glossary

goodwill financial

"(5) goodwill, long-lived asset, and intangible asset impairments;"

Goodwill is the extra value a buyer pays for a company above the measurable worth of its buildings, inventory and other tangible items, reflecting things like brand reputation, customer loyalty and expected future profits. Think of paying more for a café because of its famous name and regulars rather than its furniture alone. It matters to investors because changes in goodwill — for example a write-down if expected benefits don’t materialize — can reduce reported earnings and signal that past acquisitions aren’t delivering as hoped.

View in glossary

intangible asset impairments financial

"goodwill, long-lived asset, and intangible asset impairments; (6) legal"

A reduction in the recorded value of non-physical assets—such as goodwill, patents, trademarks, or customer lists—when their expected future economic benefit is lower than the amount shown on the balance sheet. For investors, an impairment is a warning sign that previously counted value won’t generate the returns once expected, lowering reported profits and shareholders’ equity; it’s like discovering a collectible you paid for is now worth much less than you thought.

restructuring financial

"(7) restructuring and other related reorganization costs; (8) transaction"

Restructuring is a deliberate rearrangement of a company’s operations, finances, or ownership—like reorganizing a cluttered house to run more efficiently—often involving cost cuts, asset sales, debt changes, or staff moves. Investors pay attention because restructuring can improve profitability and free up cash, but it can also signal distress, incur one-time costs, or dilute shareholder value; its success affects future earnings and stock performance.

derivative securities financial

"exercises of derivative securities."

Financial contracts whose value is tied to the price or performance of another asset, such as a stock, bond, commodity, index, or currency; examples include options, futures and swaps. They matter to investors because they let you protect against price swings, bet on future moves or gain larger exposure with less upfront cash—like using a lever or insurance policy on an investment—so they can amplify gains and losses and help manage portfolio risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Transaction highlights the value of Tripadvisor's portfolio and enables greater focus on experiences

NEEDHAM, Mass., June 15, 2026 /PRNewswire/ -- Tripadvisor, Inc. (NASDAQ: TRIP) (the "Company") today announced it has entered into a put option agreement to sell TheFork, its online restaurant reservation and management platform in Europe, to American Express for $700 million in an all-cash transaction.

The agreement follows Tripadvisor's February 2026 announcement that it would explore strategic alternatives for TheFork. It recognizes the value created in the business over more than a decade, and allows Tripadvisor to focus even more fully on its Experiences strategy.

"This agreement reflects two things we believe deeply: the tangible value across Tripadvisor Group's portfolio and our ongoing focus on the opportunity we see ahead in Experiences," said  Matt Goldberg, CEO, Tripadvisor Group. "We're proud of what we've built with TheFork and grateful for the team's work to secure a leading position in European dining. I'm confident that we've found an ideal home for them and look forward to expanding our relationship with American Express in the future."

The transaction is expected to provide Tripadvisor with significant flexibility to accelerate its capital return policy, maintain a well-capitalized balance sheet, and continue investing in its Experiences business to drive shareholder value. The companies also see opportunities to build on their existing relationship and deliver additional value to travelers over time.

"In addition to welcoming TheFork to the American Express family, we're excited about the opportunity to deepen our relationship with Tripadvisor going forward," said Stephen Squeri, Chairman and CEO, American Express. "By building on our shared strengths across dining, travel, and experiences, we have opportunities to create even greater value for customers and partners."

The proposed transaction is expected to close before the end of 2026, subject to labor consultation and customary closing conditions, including regulatory approvals. The Company anticipates minimal tax cost from the sale of TheFork, with net proceeds expected to closely approximate the gross proceeds.  Potential uses of proceeds include share repurchases, debt paydown, or inorganic investment within the experiences category.

As of the first quarter of 2026, the Company's last reported period, the last twelve-month revenue for TheFork was $232 million and adjusted EBITDA for TheFork segment for the same period was $28 million.

Advisors

Goldman Sachs served as financial advisor and Goodwin Procter LLP and Reed Smith LLP served as legal advisors to Tripadvisor and TheFork.

Note on Segment Adjusted EBITDA

We refer to segment adjusted EBITDA as a measure of segment profitability because it is the measure of profit or loss for our reportable segments provided to our Chief Operating Decision Maker (CODM) in accordance with U.S. GAAP for segment reporting. Segment adjusted EBITDA is a key performance measure used by our CODM and Board of Directors to evaluate our individual operating segments. We define adjusted EBITDA as net income (loss) plus: (1) (provision) benefit for income taxes; (2) other income (expense), net; (3) depreciation and amortization; (4) stock-based compensation; (5) goodwill, long-lived asset, and intangible asset impairments; (6) legal reserves, settlements and other (including indirect tax reserves related to audit settlements and the impact of one-time changes resulting from enacted indirect tax legislation); (7) restructuring and other related reorganization costs; (8) transaction related expenses (including non-operational costs related to significant shareholder activism, which includes third-party advisory, legal, and other professional fees); and (9) non-recurring expenses and income unusual in nature or infrequently occurring.

About Tripadvisor, Inc.

The Tripadvisor Group connects people to experiences worth sharing, and aims to be the world's most trusted source for travel and experiences. We leverage our brands, technology, and capabilities to connect our global audience with partners through rich content, travel guidance, and two-sided marketplaces for experiences, restaurants, and other travel categories such as hotels. The subsidiaries of Tripadvisor, Inc. (Nasdaq: TRIP), include a portfolio of travel brands and businesses, including Tripadvisor, Viator, and TheFork.

Cautionary Note Regarding Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements regarding the proposed sale of Tripadvisor's TheFork business to American Express, the anticipated benefits, related agreements and timing of the transaction and potential uses of proceeds. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially.

Key factors that could cause such differences include: whether or when the required employee works council consultation processes are completed; the ability of the parties to successfully execute a definitive purchase agreement following exercise of the put option; the satisfaction of closing conditions, including obtaining regulatory and antitrust approvals; difficulties or unexpected costs relating to segregating the integrated technology data and platform of TheFork from our retained operations and anticipated benefits for Tripadvisor as a result of the proposed transaction do not fully materialize; risks related to disruption of management time; the operational risk of running our core business without the integrated data platform of TheFork; and the potential for material adjustments to net working capital or unforeseen tax consequences related to the divestiture. Tripadvisor expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect any change in Tripadvisor's expectations with regard thereto or any change in events, conditions or circumstances on which such statement is based. Please refer to the publicly filed documents of Tripadvisor, including its most recent Forms 10-K and 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports Tripadvisor subsequently filed with the SEC, for additional information about Tripadvisor and about the risks and uncertainties related to Tripadvisor's business which may affect the statements in this release.

TRIP-G

 

View original content:https://www.prnewswire.com/news-releases/tripadvisor-enters-into-agreement-to-sell-thefork-to-american-express-for-700-million-302799948.html

SOURCE Tripadvisor

FAQ

What did Tripadvisor (TRIP) announce about selling TheFork to American Express on June 15, 2026?

Tripadvisor agreed to sell TheFork to American Express for $700 million in cash. According to Tripadvisor, the transaction uses a put option structure and is expected to close before the end of 2026, subject to labor consultation and regulatory and other customary approvals.

How much is American Express paying for TheFork from Tripadvisor (TRIP)?

American Express is expected to pay $700 million in an all-cash transaction for TheFork. According to Tripadvisor, the company anticipates minimal tax cost from the sale, with net proceeds expected to be close to the $700 million gross proceeds figure.

When is the Tripadvisor (TRIP) sale of TheFork to American Express expected to close?

The sale of TheFork is expected to close before the end of 2026. According to Tripadvisor, completion depends on labor consultation and customary closing conditions, including regulatory approvals, meaning timing and certainty of closing still depend on meeting these requirements.

How will Tripadvisor (TRIP) use the proceeds from selling TheFork to American Express?

Tripadvisor is considering several uses for the sale proceeds, including share repurchases, debt reduction, and inorganic investments in Experiences. According to Tripadvisor, the $700 million cash proceeds should enhance balance sheet flexibility and support its broader Experiences-focused growth and capital return strategy.

What are TheFork’s recent financials disclosed in the Tripadvisor (TRIP) sale announcement?

For the last twelve months ended in Q1 2026, TheFork generated $232 million in revenue and $28 million in segment adjusted EBITDA. According to Tripadvisor, segment adjusted EBITDA is the profitability measure used by its chief operating decision maker to evaluate operating segments.

How does selling TheFork support Tripadvisor’s (TRIP) Experiences strategy?

The sale is intended to let Tripadvisor focus more fully on its Experiences strategy across travel and activities. According to Tripadvisor, proceeds from TheFork’s $700 million sale may fund Experiences investments, while the company continues building on its relationship with American Express around dining and travel.

What is segment adjusted EBITDA as used in Tripadvisor’s (TRIP) TheFork sale announcement?

Segment adjusted EBITDA is the profit measure Tripadvisor uses to evaluate its reportable segments. According to Tripadvisor, it starts from net income and adds items such as taxes, interest, depreciation and amortization, stock-based compensation, certain legal and restructuring costs, transaction expenses, and specified non-recurring items.