Tripadvisor Issues Statement on Engagement with Starboard Value

Tripadvisor (NASDAQ: TRIP) issued a statement on Feb 17, 2026 about engagement with activist investor Starboard Value, which intends to nominate directors at Tripadvisor's 2026 annual meeting.

Rhea-AI Summary

Tripadvisor (NASDAQ: TRIP) issued a statement on Feb 17, 2026 about engagement with activist investor Starboard Value, which intends to nominate directors at Tripadvisor's 2026 annual meeting. The Board says it has held numerous discussions with Starboard and remains focused on driving shareholder value.

The company highlighted its November 2025 operating realignment toward Experiences, a significant cost reduction program, prior portfolio reviews in Q3 and Q4 2025, and a Feb 12, 2026 process to explore monetization of TheFork.

Positive

• Operating model realigned around Experiences (November 2025)
• Launched a significant cost reduction program
• Initiated a process to explore monetization of TheFork (Feb 12, 2026)

Negative

• Starboard's director nominations may create governance uncertainty through 2026 annual meeting
• Portfolio review and potential divestitures could produce near-term execution risk for operations

Argus Feb 17 session

+9.68% close to close Open Argus

Details

News Market Reaction – TRIP

On Feb 17, the day this news came out, TRIP closed 9.68% above the previous close.

Data tracked by StockTitan Argus for the Feb 17 session.

Key Figures

2025 revenue: $1,891M (up 3%) Q4 2025 revenue: $411M 2025 net income: $40M, $0.31 diluted EPS +5 more

2025 revenue

$1,891M (up 3%)

Full-year 2025 revenue from 8-K filing

Q4 2025 revenue

$411M

Fourth-quarter 2025 revenue, flat year-over-year

2025 net income

$40M, $0.31 diluted EPS

Full-year 2025 GAAP net income and EPS

Q4 2025 net loss

$38M, ($0.33) EPS

Fourth-quarter 2025 GAAP net loss and diluted EPS

Experiences revenue

$924M (up 10%)

2025 Experiences segment revenue from 8-K

TheFork revenue

$221M (up 22%)

2025 TheFork segment revenue from 8-K

Adjusted EBITDA

$319M (16.9% margin)

2025 adjusted EBITDA, down from $339M

Cost-savings target

≥$85M annualized

Realignment and restructuring plan disclosed in 8-K

Historical Context

5 past events · Latest: Feb 12

5 events

1. Feb 12

   Earnings press release

   24h Move

   -15.1%

   Release of Q4 and full-year 2025 earnings materials and call details.

2. Jan 29

   AI partnership launch

   24h Move

   +3.1%

   Launch of AI-powered trip planner with Best Western for 2026 travel.

3. Jan 28

   Travel trends report

   24h Move

   -0.4%

   Publication of 2026 Trendcast analyzing experience-led travel behavior.

4. Jan 26

   Earnings call notice

   24h Move

   -1.1%

   Announcement of timing for Q4 and full-year 2025 results and webcast.

5. Jan 13

   Destination rankings

   24h Move

   +0.1%

   Release of 2026 Travelers’ Choice Best of the Best destinations list.

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

Key Terms

cost reduction program, 10-k, 8-k, adjusted ebitda, +3 more

7 terms

cost reduction program financial

"including by announcing a significant cost reduction program"

A cost reduction program is a planned effort by a business to lower its expenses, often by finding ways to do the same work more efficiently or eliminate unnecessary spending. For investors, it signals that the company is actively working to improve profitability and manage expenses, which can lead to higher profits and potentially boost the company's value over time.

10-k regulatory

"title": "[10-K] TripAdvisor, Inc. Files Annual Report""

A 10-K is a comprehensive annual report a public company files with the U.S. Securities and Exchange Commission that summarizes its business, financial results, risks, legal issues, and management discussion. Investors use it like a company’s detailed yearly report card and instruction manual — it helps reveal how the company makes money, where it might face trouble, and the underlying numbers that support valuation and investment decisions.

View in glossary

8-k regulatory

"title": "[8-K] TripAdvisor, Inc. Reports Material Event""

An 8-K is a public report companies must file with the U.S. Securities and Exchange Commission to disclose major events or changes that shareholders should know about, such as leadership changes, mergers, financial surprises, or legal developments. It matters to investors because it acts like a breaking-news alert for a company’s health and prospects—providing timely facts that can affect stock value and investment decisions.

View in glossary

adjusted ebitda financial

"Adjusted EBITDA was $319 million, or 16.9% of revenue, down from $339 million"

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.

restricted stock units financial

"performance-based restricted stock units, receiving the same number of common shares"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

exchangeable debentures financial

"loan that was used to settle Liberty TripAdvisor’s exchangeable debentures"

An exchangeable debenture is a loan-like security that pays regular interest but gives the holder the option to swap the debt for shares of a specified company (usually different from the issuer) instead of being repaid in cash. For investors it combines steady income with the chance of equity upside, while carrying risks from the issuer’s creditworthiness and potential dilution or share-price swings in the company whose stock can be received—think of it as a bond with a built-in exchange coupon for stock.

senior notes financial

"plans to use $345 million to repay its 2026 Senior Notes due April 1, 2026"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

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

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NEEDHAM, Mass., Feb. 17, 2026 /PRNewswire/ -- Tripadvisor, Inc. (NASDAQ: TRIP) today issued the following statement regarding the announcement by Starboard Value that it intends to nominate a slate of director candidates for election to the Tripadvisor Board of Directors at its 2026 Annual Meeting of Stockholders.

Tripadvisor's Board and management team regularly engage with investors and welcome constructive input that furthers the common goal of enhancing value for all shareholders. To this end, members of Tripadvisor's Board and management team have held numerous discussions with Starboard to listen to their views.

Management and the Board are focused on pursuing all avenues to drive value for shareholders. In November 2025, the Company realigned its operating model around its leadership position in Experiences and committed to the simplification of its legacy business, including by announcing a significant cost reduction program. The Company has also been transparent about its willingness to drive value through the review of its portfolio including in its third quarter 2025 and fourth quarter 2025 earnings. On February 12, 2026, the Company announced a process to explore monetization of TheFork. 

Tripadvisor's Board and management team are committed to acting in the best interests of the Company and all its shareholders. Tripadvisor will continue to take actions it believes will drive sustainable value as it executes its strategic priorities and further positions the Company for long-term growth.

Safe Harbor Statement

Statements in this press release regarding management's future expectations, beliefs, intentions, goals, strategies, plans or prospects, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Investors are cautioned that statements in this press release, which are not strictly historical statements, including, without limitation, statements regarding management's plans, objectives and strategies, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors including, but not limited to, those risks, uncertainties and factors detailed in Tripadvisor's filings with the SEC. Tripadvisor is providing the information in this press release as of this date and assumes no obligations to update the information included in this press release or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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.

TRIP-G

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SOURCE Tripadvisor

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Tripadvisor (TRIP) say about meetings with Starboard Value on Feb 17, 2026?

Tripadvisor said it has held numerous discussions with Starboard and welcomes constructive input. According to the company, Board and management have engaged to listen to Starboard's views while pursuing shareholder value.

What strategic changes did Tripadvisor announce in November 2025 affecting TRIP investors?

In November 2025 Tripadvisor realigned its operating model around Experiences and committed to simplification. According to the company, this included launching a significant cost reduction program to improve focus and efficiency.

What does Tripadvisor's Feb 12, 2026 announcement about TheFork mean for TRIP shareholders?

Tripadvisor announced a process to explore monetization of TheFork, signaling potential portfolio simplification. According to the company, this review could lead to strategic options intended to drive shareholder value.

How is Tripadvisor addressing shareholder value amid Starboard's 2026 director nominations?

The Board said it is focused on pursuing all avenues to drive value and is engaging with investors. According to the company, management remains committed to executing strategic priorities for long-term growth.

Will Tripadvisor's cost reduction program announced in Nov 2025 affect TRIP financials?

The company described a significant cost reduction program aimed at improving efficiency and margins. According to the company, the program is part of its realignment and intended to support sustainable shareholder value.

What are the near-term risks for TRIP investors after the Starboard engagement statement?

Near-term risks include potential governance uncertainty from activist nominations and execution risk during portfolio reviews or divestitures. According to the company, management is focused on actions to position the company for long-term growth.