Tripadvisor Issues Statement on Engagement with Starboard Value

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

Market Reaction

+11.86% $10.75 1.6x vol

15m delay 40 alerts

+11.86% Since News

$10.75 Last Price

$9.71 $10.75 Day Range

+$131M Valuation Impact

$1.23B Market Cap

1.6x Rel. Volume

Following this news, TRIP has gained 11.86%, reflecting a significant positive market reaction. Our momentum scanner has triggered 40 alerts so far, indicating elevated trading interest and price volatility. The stock is currently trading at $10.75. This price movement has added approximately $131M to the company's valuation. Trading volume is above average at 1.6x the average, suggesting increased trading activity.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.

Key Figures

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

8 metrics

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

Market Reality Check

Price: $9.61 Vol: Volume 7,911,498 is 2.32x...

high vol

$9.61 Last Close

Volume Volume 7,911,498 is 2.32x the 20-day average of 3,414,875, indicating elevated trading interest ahead of/around this statement. high

Technical Shares at $9.61 are trading below the 200-day MA of $15.38 and sit close to the 52-week low of $9.4601 and well below the 52-week high of $20.16.

Peers on Argus

TRIP fell 6.88% while momentum peers NCLH (+7.79%), GBTG (+6.05%), and ABNB (+2....

3 Up

TRIP fell 6.88% while momentum peers NCLH (+7.79%), GBTG (+6.05%), and ABNB (+2.87%) moved higher. Scanner data notes 3 peers moving up with median gains near 6%, suggesting sector strength contrasted with TRIP’s decline.

Common Catalyst Peer news included a doubled share repurchase authorization at GBTG and an earnings-date announcement at LIND, alongside broader travel-sector strength indicated by the momentum scanner.

Historical Context

5 past events · Latest: Feb 12 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 12	Earnings press release	Neutral	-15.1%	Release of Q4 and full-year 2025 earnings materials and call details.
Jan 29	AI partnership launch	Positive	+3.1%	Launch of AI-powered trip planner with Best Western for 2026 travel.
Jan 28	Travel trends report	Positive	-0.4%	Publication of 2026 Trendcast analyzing experience-led travel behavior.
Jan 26	Earnings call notice	Neutral	-1.1%	Announcement of timing for Q4 and full-year 2025 results and webcast.
Jan 13	Destination rankings	Neutral	+0.1%	Release of 2026 Travelers’ Choice Best of the Best destinations list.

Pattern Detected

Recent TRIP news often saw muted or negative price reactions, including a -15.13% move on the latest earnings press release, while only the AI partnership produced a clearly positive response.

Recent Company History

In the past month, Tripadvisor issued several updates, including its Q4 and full-year 2025 earnings release on Feb 12, 2026, which coincided with a -15.13% move. Earlier communications focused on AI-powered trip planning with Best Western (+3.15%), travel trend reports, and conference-call logistics, which generated modest to negative reactions. The current statement on engagement with Starboard Value follows earnings, cost-reduction and portfolio review disclosures, continuing a theme of strategic repositioning and operational realignment.

Market Pulse Summary

The stock is surging +11.9% following this news. A strong positive reaction aligns with the activist...

Analysis

The stock is surging +11.9% following this news. A strong positive reaction aligns with the activist spotlight on Tripadvisor and the company’s existing strategic actions. Management previously outlined an experiences-led model, cost-reduction plan targeting at least $85M in annualized savings, and exploration of monetizing TheFork. Investors reviewing this pattern alongside earlier earnings volatility and governance changes would need to watch how any Starboard board nominees might intersect with these ongoing initiatives.

Key Terms

cost reduction program, 10-k, 8-k, adjusted ebitda, +2 more

6 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.

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.

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.

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. Not financial advice.

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

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.