Did Tripadvisor cite any disagreements related to Seth Kalvert’s departure?

Tripadvisor stated that Seth Kalvert’s departure is not the result of any disagreements with the company regarding its operations, policies, or practices. The company publicly thanked him for his contributions and indicated an intention to work with him on a transition arrangement.

Tripadvisor (NASDAQ: TRIP) legal chief to exit, treated as qualifying termination

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Tripadvisor, Inc. announced that Chief Legal Officer and Secretary Seth Kalvert will leave his role effective May 1, 2026. His departure will be treated as a Qualifying Termination under the company’s Amended and Restated Executive Severance Plan. The company states his exit is not due to any disagreement over operations, policies, or practices, and notes he may continue in an advisory capacity for a transition period under mutually agreed terms.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Terms

Qualifying Termination, Amended and Restated Executive Severance Plan, emerging growth company, advisory capacity

4 terms

Qualifying Termination financial

"Mr. Kalvert’s departure will be treated as a Qualifying Termination for purposes of the Company’s Amended and Restated Executive Severance Plan"

Amended and Restated Executive Severance Plan financial

"for purposes of the Company’s Amended and Restated Executive Severance Plan and Summary Plan Description"

emerging growth company regulatory

"Emerging growth company Tripadvisor, Inc., a Nevada corporation"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

advisory capacity financial

"Mr. Kalvert has agreed to remain available to the Company for a period of time in an advisory capacity to provide transition and other services"

Understanding 8-K Material Events →

04/02/2026 - 08:30 AM

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 2, 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.

Tripadvisor, Inc., a Nevada corporation (the “Company”), and Seth Kalvert have agreed that Mr. Kalvert will leave his position as Chief Legal Officer and Secretary of the Company effective May 1, 2026. Mr. Kalvert’s departure will be treated as a Qualifying Termination for purposes of the Company’s Amended and Restated Executive Severance Plan and Summary Plan Description (the “Severance Plan”). Mr. Kalvert's departure is not the result of any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices. The Company thanks Mr. Kalvert for his contributions and wishes him well in his future endeavors.

Following his departure, Mr. Kalvert has agreed to remain available to the Company for a period of time in an advisory capacity to provide transition and other services. The terms of this arrangement will be mutually agreed upon between the Company and Mr. Kalvert.

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 2, 2026	By:	/S/ MICHAEL NOONAN
		Michael Noonan
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did Tripadvisor (TRIP) disclose in this 8-K?

Tripadvisor disclosed that Chief Legal Officer and Secretary Seth Kalvert will leave his role effective May 1, 2026. The filing notes his departure is not due to disagreements over the company’s operations, policies, or practices and thanks him for his contributions.

When will Tripadvisor’s Chief Legal Officer Seth Kalvert step down?

Seth Kalvert will leave his position as Chief Legal Officer and Secretary effective May 1, 2026. After that date, he has agreed to remain available to Tripadvisor for a period of time in an advisory capacity to assist with transition and related services.

How will Seth Kalvert’s departure from Tripadvisor (TRIP) be treated under company plans?

His departure will be treated as a Qualifying Termination under Tripadvisor’s Amended and Restated Executive Severance Plan and Summary Plan Description. This classification means his separation benefits are determined according to the severance protections defined in that specific executive plan.

Will Seth Kalvert continue working with Tripadvisor after leaving his role?

Yes. Following his May 1, 2026 departure, Seth Kalvert has agreed to remain available to Tripadvisor in an advisory capacity for a period of time. The specific terms of this advisory and transition arrangement will be mutually agreed between him and the company.

What plan governs severance for Tripadvisor executive departures like this?

Severance for this departure is governed by Tripadvisor’s Amended and Restated Executive Severance Plan and Summary Plan Description. The filing confirms that Seth Kalvert’s exit qualifies as a Qualifying Termination under this plan, which determines his eligibility for related severance benefits.

Filing Exhibits & Attachments

1 document