Tripadvisor (NASDAQ: TRIP) chair Greg Maffei and director Rosenthaler to leave board

Rhea-AI Filing Summary

Tripadvisor, Inc. reported that Board Chair Greg B. Maffei and director Albert E. Rosenthaler have notified the company that they will not stand for re-election at the 2026 Annual Meeting of Shareholders. Both directors are effectively retiring from the Board at the end of their current terms.

The company states that their decisions are not due to any disagreement with Tripadvisor regarding operations, policies, or practices. The Board and the company expressed appreciation for their insights, perspectives, and commitment during their service.

Insights

Corporate governance analyst

Two long-serving Tripadvisor directors will retire, with no reported disagreements.

Tripadvisor, Inc. announced that Board Chair Greg B. Maffei and director Albert E. Rosenthaler will not stand for re-election at the 2026 Annual Meeting of Shareholders. Their departures will change the Board’s composition and remove its current chair.

The company explicitly notes that their decisions are not the result of any disagreement on operations, policies, or practices, framing the move as an orderly transition. Future company disclosures may outline how Board leadership roles, including the chair position, will be reallocated after the 2026 Annual Meeting.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 18, 2026

TRIPADVISOR, INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada		001-35362		80-0743202
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

400 1st Avenue

Needham, MA 02494

(Address of Principal Executive Offices) (Zip Code)

(781) 800-5000

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		TRIP		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 18, 2026, Greg B. Maffei, Chair of the Board of Directors (the “Board”) of Tripadvisor, Inc., a Nevada corporation (the “Company”), and Albert E. Rosenthaler, a member of the Board, notified the Company and the Board that they will not stand for re-election at the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). The Company and the Board thank Mr. Maffei and Mr. Rosenthaler for their valuable insights, perspectives, and commitment during their service on the Board.

Mr. Maffei’s and Mr. Rosenthaler’s decisions not to stand for re-election and to retire from the Board were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				TRIPADVISOR, INC.
Date: March 19, 2026				By:		/S/ Seth J. Kalvert
						Seth J. Kalvert
						Chief Legal Officer and Secretary

FAQ

What board changes did Tripadvisor (TRIP) announce on March 18, 2026?

Tripadvisor announced that Board Chair Greg B. Maffei and director Albert E. Rosenthaler will not stand for re-election at the 2026 Annual Meeting, meaning they plan to retire from the Board when their current terms expire, prompting upcoming changes in Board composition.

Did Tripadvisor’s directors resign due to disagreements with the company?

No. Tripadvisor states that Greg B. Maffei’s and Albert E. Rosenthaler’s decisions not to stand for re-election were not the result of any disagreement with the company regarding its operations, policies, or practices, indicating an orderly transition rather than a dispute-driven departure.

What is Greg B. Maffei’s current role at Tripadvisor (TRIP)?

Greg B. Maffei serves as Chair of the Board of Directors of Tripadvisor, Inc. The company disclosed that he has notified the Board he will not stand for re-election at the 2026 Annual Meeting, effectively planning to retire from the Board at that time.

Who is Albert E. Rosenthaler and what did Tripadvisor disclose about him?

Albert E. Rosenthaler is a member of Tripadvisor’s Board of Directors. Tripadvisor disclosed that he has notified the company he will not stand for re-election at the 2026 Annual Meeting, so he will retire from the Board when his current term ends in 2026.

How did Tripadvisor’s Board respond to the planned director retirements?

Tripadvisor’s Board and the company expressed thanks to Greg B. Maffei and Albert E. Rosenthaler for their valuable insights, perspectives, and commitment during their Board service, framing the change as a respectful transition rather than a contentious departure from governance roles.

When will the Tripadvisor board changes involving Greg B. Maffei and Albert E. Rosenthaler take effect?

The changes will take effect at Tripadvisor’s 2026 Annual Meeting of Shareholders. Both Greg B. Maffei and Albert E. Rosenthaler have indicated they will not stand for re-election, so their Board service will end when their current terms conclude at that meeting.

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