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Tripadvisor (NASDAQ: TRIP) repays $345.4M 2026 convertible senior notes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tripadvisor, Inc. has fully repaid its 0.25% Convertible Senior Notes due 2026 at maturity. The company paid $345.4 million, covering principal and accrued interest, using cash on hand, which removes this debt from its balance sheet.

No holders chose to convert the notes, so no new equity was issued and existing shareholders were not diluted. The notes were originally issued in March 2021 in a private offering to qualified institutional buyers with an aggregate principal amount of $345.0 million and a stated maturity date of April 1, 2026.

Positive

  • None.

Negative

  • None.

Insights

Tripadvisor retires $345.4M convertible notes in cash with no dilution.

Tripadvisor repaid its 0.25% Convertible Senior Notes due 2026 at maturity for $345.4M, including principal and accrued interest, entirely from cash on hand. This extinguishes the debt associated with the notes.

No holders converted the notes, so the company issued no new shares and avoided equity dilution. The notes were originally sold in March 2021 with $345.0M aggregate principal due on April 1, 2026. The filing highlights a completed liability payoff rather than a new financing initiative.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Repayment amount $345.4 million Cash paid at maturity for 0.25% Convertible Senior Notes due 2026
Original principal $345.0 million Aggregate principal issued in March 2021 for notes due April 1, 2026
Coupon rate 0.25% Interest rate on Convertible Senior Notes due 2026
Maturity date April 1, 2026 Stated maturity of 0.25% Convertible Senior Notes
Funding source Cash on hand Source of $345.4 million repayment at maturity
0.25% Convertible Senior Notes due 2026 financial
"Tripadvisor, Inc. today announced it repaid its 0.25% Convertible Senior Notes due 2026"
accrued interest financial
"for $345.4 million, consisting of principal and accrued interest, funded by cash on hand"
Accrued interest is the amount of interest that has built up on a loan, bond, or similar investment since the last payment date but has not yet been paid. For investors this matters because when you buy or sell a fixed‑income security between payment dates you compensate the other party for that earned interest—think of it like buying a house mid‑month and reimbursing the seller for days of heating already used—so it affects the actual cash you pay, the yield you receive, and short‑term returns.
qualified institutional buyers financial
"in a private offering to qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
private offering financial
"were originally issued in March 2021 ... in a private offering to qualified institutional buyers"
A private offering is the sale of securities—such as shares or bonds—directly to a limited group of investors rather than through public markets or a broad auction. It matters to investors because it changes who owns the company and how much cash the business has available, which can dilute existing shareholders, affect share liquidity and price discovery, and signal strategic moves or funding needs; think of it as selling a batch of goods to a few trusted customers instead of opening a shop to everyone.
Convertible Senior Notes financial
"Tripadvisor Repays Convertible Senior Notes"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
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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): April 1, 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 7.01.

Regulation FD Disclosure.

On April 6, 2026, Tripadvisor, Inc. (the “Company”) issued a press release regarding its 0.25% Convertible Senior Notes due 2026 (“2026 Senior Notes”). A copy of the press release is attached hereto as Exhibit 99.1.

Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

 

 

 

99.1

 

Press Release of Tripadvisor, Inc. dated April 6, 2026.

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


 

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 hereunto duly authorized.

 


TRIPADVISOR, INC.

Date: April 6, 2026

By:

/S/ MICHAEL NOONAN

Michael Noonan

Chief Financial Officer

 

 


Exhibit 99.1

img137533472_0.gif

Tripadvisor Repays Convertible Senior Notes

NEEDHAM, Mass, April 6, 2026 – Tripadvisor, Inc. (NASDAQ: TRIP) today announced it repaid its 0.25% Convertible Senior Notes due 2026 (“2026 Senior Notes”), at maturity, for $345.4 million, consisting of principal and accrued interest, funded by cash on hand. No holders converted, and no equity was issued in connection with this maturity.

The 2026 Senior Notes were originally issued in March 2021 for an aggregate principal amount of $345.0 million due April 1, 2026 in a private offering to qualified institutional buyers.

 

About Tripadvisor, Inc.

Tripadvisor, Inc. (Nasdaq: TRIP) 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 Tripadvisor Group includes a portfolio of travel brands and businesses, including Tripadvisor, Viator, and TheFork.

 

Investor relations contact

ir@tripadvisor.com

 

Media contact

northamericapr@tripadvisor.com

 

TRIP-G


FAQ

What did Tripadvisor (TRIP) announce about its 2026 convertible notes?

Tripadvisor announced it fully repaid its 0.25% Convertible Senior Notes due 2026. The company paid $345.4 million, including principal and accrued interest, at maturity using cash on hand, eliminating this debt from its balance sheet without issuing any new shares.

How much did Tripadvisor pay to settle its 2026 Senior Notes?

Tripadvisor paid $345.4 million to settle its 0.25% Convertible Senior Notes due 2026. This amount covered the $345.0 million original principal issued in March 2021 plus accrued interest, and the payment was funded entirely from the company’s existing cash resources.

Did Tripadvisor issue any equity when the 2026 notes matured?

Tripadvisor did not issue any equity when the 0.25% Convertible Senior Notes due 2026 matured. No holders converted their notes into shares, so the full $345.4 million obligation was settled in cash, avoiding any dilution to existing shareholders’ ownership stakes.

What are the key terms of Tripadvisor’s 0.25% Convertible Senior Notes due 2026?

Tripadvisor’s 0.25% Convertible Senior Notes due 2026 had an aggregate principal amount of $345.0 million. They were originally issued in March 2021 in a private offering to qualified institutional buyers and carried a 0.25% coupon with a stated maturity date of April 1, 2026.

How did Tripadvisor fund the repayment of its 2026 Senior Notes?

Tripadvisor funded the repayment of its 0.25% Convertible Senior Notes due 2026 entirely with cash on hand. The company used internal liquidity to pay $345.4 million of principal and accrued interest at maturity, rather than refinancing or issuing stock to meet the obligation.

Filing Exhibits & Attachments

2 documents