Tripadvisor (NASDAQ: TRIP) responds to Starboard Value’s planned board nominations
Rhea-AI Filing Summary
Tripadvisor, Inc. filed a report describing its response to public statements from activist investor Starboard Value LP, which has announced its intention to nominate a slate of director candidates for election to the Board at the 2026 Annual Meeting of Stockholders.
The company states that its Board and management regularly engage with investors and have held numerous discussions with Starboard. Tripadvisor highlights recent strategic steps, including a November 2025 realignment of its operating model around Experiences, a significant cost reduction program, and an announced process on February 12, 2026 to explore monetization of its TheFork business.
Tripadvisor reiterates that the Board and management are focused on pursuing avenues to enhance value for all shareholders and emphasizes ongoing execution of its strategic priorities, while including standard forward-looking statement cautions about risks and uncertainties.
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Insights
Tripadvisor publicly addresses Starboard’s planned board nominations and underscores ongoing strategic moves.
The disclosure centers on Starboard Value LP’s announcement that it intends to nominate director candidates for Tripadvisor’s 2026 annual meeting. This signals an active shareholder engagement process, but the content focuses on Tripadvisor’s perspective rather than detailing Starboard’s specific proposals or demands.
Tripadvisor points to prior strategic actions: a November 2025 operating model realignment around Experiences, a significant cost reduction program, and a process to explore monetization of TheFork announced on
The impact for investors depends on how the engagement with Starboard evolves, including whether board changes occur at the 2026 meeting or if any portfolio transactions result from the TheFork monetization process. Subsequent earnings releases and proxy materials are likely to provide more detail on both governance outcomes and strategic execution.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01. | Regulation FD Disclosure. |
On February 17, 2026, Tripadvisor, Inc. (the “Company”) issued a press release in response to public statements made by Starboard Value LP. The full text of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.
Pursuant to General Instruction B.2. to Form 8-K, the information set forth in Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended, 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 titled “Tripadvisor Issues Statement on Engagement with Starboard Value,” dated February 17, 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: February 18, 2026 | By: | /S/ SETH KALVERT | ||||
| Seth Kalvert | ||||||
| Chief Legal Officer and Secretary | ||||||
Exhibit 99.1
Tripadvisor Issues Statement on Engagement with Starboard Value
NEEDHAM, Mass, February 17, 2026 – 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.
Investor relations contact
ir@tripadvisor.com
Media contact
northamericapr@tripadvisor.com
TRIP-G
FAQ
What did Tripadvisor (TRIP) disclose about Starboard Value in this 8-K filing?
How is Tripadvisor (TRIP) responding to Starboard Value’s planned director nominations?
What recent strategic actions did Tripadvisor (TRIP) highlight in its statement about Starboard?
What is Tripadvisor (TRIP) doing with its TheFork business according to this disclosure?
Does Tripadvisor (TRIP) provide any financial results in this 8-K about Starboard Value?
How does Tripadvisor (TRIP) describe its commitment to shareholders in this filing?
Filing Exhibits & Attachments
4 documents