Welcome to our dedicated page for TripAdvisor SEC filings (Ticker: TRIP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Tripadvisor, Inc.'s SEC filings document a Nasdaq-listed Nevada corporation operating travel media brands and marketplaces under Tripadvisor, Viator and TheFork. Recent 8-K reports furnish quarterly and annual financial results, Regulation FD disclosures, revised segment reporting for Experiences, Hotels and Other, and TheFork, and exhibits containing press releases and Inline XBRL cover data.
The filing record also covers capital-structure events such as repayment of convertible senior notes without conversion, common stock registration information, board and officer changes, cooperation-agreement governance matters, and definitive proxy disclosures for director elections, executive compensation, equity awards and shareholder voting matters.
Fonseca Dhiren R. reported acquisition or exercise transactions in this Form 4 filing.
Tripadvisor, Inc. director Dhiren R. Fonseca reported an equity grant of 5,935 shares of Common Stock in the form of Restricted Stock Units (RSUs). The award was granted under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan in connection with his appointment to the Board on March 22, 2026. These RSUs vest in full on June 18, 2026, and following the grant he holds 21,612 shares of Common Stock directly.
TripAdvisor, Inc. director Dhiren R. Fonseca filed an initial ownership report showing his beneficial holdings in the company. The filing lists direct ownership of 15,677 shares of Common Stock following the reported holdings entry, providing a baseline view of his equity position.
Starboard Value and its affiliates report a 9.4% beneficial stake in TripAdvisor, Inc., totaling 10,774,996 common shares. This Schedule 13D amendment details a governance agreement between Starboard and TripAdvisor focused on Board composition and future stockholder actions.
On March 22, 2026, TripAdvisor agreed to expand its Board from eight to ten directors and appoint Andrew F. Cates and Dhiren R. Fonseca as new independent directors, with terms running through the 2026 annual meeting. The company will include them in its recommended slate and support their election. Starboard may also recommend two additional director candidates for inclusion in the 2026 slate, subject to specified independence and qualification criteria.
The agreement commits TripAdvisor to nominate only ten directors at the 2026 meeting, ensures two incumbents will not stand for re‑election, and limits Board size to ten during a defined standstill period. TripAdvisor will place the new directors on key committees and amend its bylaws to allow stockholders to act by written consent and call special meetings. In return, Starboard agrees to extensive voting and standstill provisions through the standstill period, including supporting the company’s Board nominees and other proposals at the 2026 annual meeting, with limited exceptions tied to proxy advisor recommendations and extraordinary transactions. If Starboard maintains at least 3.0% of TripAdvisor’s outstanding shares or 3,442,656 shares, it can propose replacements if any new director departs before the standstill expires.
Tripadvisor, Inc. entered into a cooperation agreement with activist investor Starboard Value LP that reshapes its board and shareholder rights. The company will expand its Board of Directors from eight to ten members and has appointed Dhiren R. Fonseca and Andrew F. Cates as directors effective immediately, with plans to nominate them for election at the 2026 annual meeting.
Starboard will recommend two additional director candidates for election at the 2026 annual meeting, and in return has agreed to vote its shares for Tripadvisor’s slate and to observe customary standstill and voting commitments through a defined standstill period. Tripadvisor also adopted amended and restated bylaws to allow stockholder action by written consent and to permit stockholders to cause the company to call special meetings, enhancing shareholder participation in corporate decisions.
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.
Goldberg Matt reported acquisition or exercise transactions in this Form 4 filing.
TripAdvisor, Inc. reported that CEO and President Matt Goldberg received two equity awards in the form of restricted stock units tied to the company’s common stock. One award covers 202,169 time-based RSUs that begin vesting with 25% on February 15, 2027, with 6.25% vesting quarterly thereafter until fully vested on February 15, 2030. The second award covers 202,169 performance-based RSUs, where the actual number of units that vest will depend on performance against metrics set by the Compensation Committee for the period ending December 31, 2027. Any earned performance units are scheduled to vest and settle 50% on or about December 31, 2027 and the remaining 50% on December 31, 2028. Both awards are coded as grants, reflecting compensation rather than open-market purchases or sales.
Ambeskovic Almir reported acquisition or exercise transactions in this Form 4 filing.
TripAdvisor, Inc. reported that Almir Ambeskovic, CEO of TheFork, received equity awards in the form of restricted stock units as compensation. He was granted 59,171 time-based RSUs tied to TripAdvisor common stock and 59,171 performance-based RSUs, all recorded as derivative securities.
The time-based RSUs vest 25% on February 15, 2027, with 6.25% vesting quarterly thereafter until fully vested on February 15, 2030. The performance-based RSUs will vest based on actual performance for the period ending December 31, 2027, with 50% settling on or about that date and the remaining 50% on December 31, 2028.
Gouvalaris Geoffrey reported acquisition or exercise transactions in this Form 4 filing.
TripAdvisor, Inc. reported that Chief Accounting Officer Geoffrey Gouvalaris received equity awards in the form of restricted stock units. On March 10, 2026, he was granted 18,491 time-based RSUs tied to TripAdvisor common stock. According to the vesting terms, 25% vest on February 15, 2027, with 6.25% vesting quarterly thereafter until the award is fully vested on February 15, 2030.
He was also granted 6,163 performance-based RSUs, representing a target number of units. The actual number that vests will depend on performance metrics set by the Compensation Committee for the period ending December 31, 2027, with 50% scheduled to vest on or about December 31, 2027 and the remaining 50% on December 31, 2028.
Noonan Michael reported acquisition or exercise transactions in this Form 4 filing.
TripAdvisor, Inc. reported that its CFO & SVP, Michael Noonan, received two equity awards in the form of restricted stock units tied to TripAdvisor common stock. These are compensation-related grants, not open‑market share purchases or sales.
The first award covers 86,291 restricted stock units. According to the terms, 25% vest on February 15, 2027, with 6.25% vesting quarterly thereafter until the award is fully vested on February 15, 2030.
The second award covers a target of 86,291 performance-based restricted stock units. The actual number that vests will depend on performance versus pre-set metrics for the period ending December 31, 2027, with 50% scheduled to vest on or about December 31, 2027 and the remaining 50% on December 31, 2028.
Dalton Kristen Ann reported acquisition or exercise transactions in this Form 4 filing.
TripAdvisor, Inc. reported that Kristen Ann Dalton, President, Brand Tripadvisor, received equity awards in the form of restricted stock units tied to the company’s common stock. She was granted 49,309 time-based RSUs, vesting 25% on February 15, 2027 and 6.25% quarterly until fully vested on February 15, 2030. She was also granted 49,309 performance-based RSUs as a target award, with actual vesting based on performance for the period ending December 31, 2027, settling 50% on or about that date and 50% on December 31, 2028.