TripAdvisor, Inc. SEC Filings

TripAdvisor, Inc. CFO and SVP Michael Noonan filed an amended insider report updating a prior Form 4. The amendment corrects the number of common shares withheld to cover tax obligations from restricted stock unit vesting to 3,776 shares at $12.43 per share. Following this tax-withholding disposition, he directly beneficially owns 102,276 TripAdvisor shares, reflecting an increase of 265 shares versus the originally reported amount.

TripAdvisor, Inc. executive Almir Ambeskovic, CEO of TheFork, reported a set of equity compensation transactions. On February 13, 2026, he exercised restricted stock units, converting a total of 23,408 RSUs into common stock at a stated price of $13.49 per share. On February 17, 2026, 13,073 shares of common stock at $10.39 per share were withheld in a tax-withholding disposition, leaving him with 45,608 shares of TripAdvisor common stock held directly after these transactions.

TripAdvisor, Inc. insider Kristen Ann Dalton, President of Brand Tripadvisor, filed an amended Form 4 to correct a prior tax-withholding entry tied to vested restricted stock units. The amendment states that 3,098 shares of common stock were withheld to cover tax obligations, instead of 3,109 shares previously reported.

Because of this 11-share difference, her beneficially owned common stock has been increased, and she now directly owns 101,094 TripAdvisor shares after the corrected tax-withholding disposition.

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.

Tripadvisor, Inc. (TRIP) is now the target of an activist campaign by Starboard Value, which has built a sizable stake and formally escalated its engagement. Starboard and its affiliated funds report beneficial ownership of 10,774,996 common shares, representing 9.4% of Tripadvisor’s outstanding stock, based on 114,755,221 shares outstanding as of February 6, 2026.

Starboard states that its funds acquired these shares in open-market purchases using working capital and margin loans, with disclosed aggregate purchase costs for each entity. In a February 17, 2026 letter to Tripadvisor’s leadership, Starboard criticizes what it describes as prolonged underperformance and Board inaction amid rapid industry change. It argues that a reconstituted Board is needed to inject urgency, fully evaluate value-creation opportunities, and consider strategic alternatives, including a potential sale of the company in one or multiple transactions.

Starboard has announced its intention to nominate a majority slate of director candidates at Tripadvisor’s 2026 annual shareholder meeting, signaling a potential proxy contest that could reshape the company’s governance and strategic direction if its nominees gain support.

Starboard Value LP and affiliated funds have filed notice of their intent to run a proxy contest at Tripadvisor, Inc. by soliciting votes on a WHITE universal proxy card for a majority slate of director nominees at the Company’s 2026 annual meeting.

In an attached letter, Starboard states its view that Tripadvisor has shown prolonged underperformance, argues that the Board should be reconstituted, and urges the Company to explore a potential sale in one or multiple transactions. Starboard describes itself as a significant stockholder and, as of the close of business on February 16, 2026, entities it manages or that are affiliated with it beneficially owned an aggregate of 10,774,996 shares of Tripadvisor common stock through several investment vehicles and a managed account.

Tripadvisor, Inc. describes how it is reshaping its business around travel experiences, dining and AI-driven personalization while maintaining its hotels guidance platform. The company now manages three segments: Experiences, Hotels and Other, and TheFork, with marketplaces contributing about 60% of 2025 revenue and 35% of adjusted EBITDA, up from 50% and 6% in 2023.

A major 2025 milestone was the merger with Liberty TripAdvisor Holdings, after which Tripadvisor cancelled 26.8 million previously held shares and issued 3,037,959 new shares, creating a net reduction of about 23.8 million shares and eliminating its prior dual-class, controlled structure. Tripadvisor also converted all Liberty TripAdvisor preferred stock into roughly $42.5 million in cash and new common shares and provided a $327 million loan that was used to settle Liberty TripAdvisor’s exchangeable debentures.

The report highlights a large, underpenetrated global experiences market, with third-party research estimating about $365 billion by 2028 and only about 30% online penetration in 2025. Tripadvisor merchandises over 425,000 bookable experiences from more than 70,000 operators and more than 50,000 restaurants across 11 European countries, supported by over one billion user reviews. Management also discloses a November 2025 cost-savings plan, including a global workforce reduction from a base of approximately 2,590 employees, to realign operations around an experiences-led, AI-enabled model and improve long-term profitability.

Tripadvisor reported 2025 results showing modest growth and a major shift in its business mix. Full-year revenue was $1,891 million, up 3%, while fourth-quarter revenue was $411 million, flat year-over-year. GAAP net income for the year was $40 million, or $0.31 diluted EPS, but the fourth quarter showed a net loss of $38 million, or ($0.33) per diluted share.

The Experiences segment generated $924 million of revenue, up 10%, and management noted that marketplace businesses, particularly Experiences, contributed nearly 50% of Group revenue and 30% of Group profit. Hotels and Other revenue fell 8% to $750 million, while TheFork revenue rose 22% to $221 million. Adjusted EBITDA was $319 million, or 16.9% of revenue, down from $339 million. The company is realigning into three segments—Experiences, Hotels and Other, and TheFork—and initiated cost-saving actions targeting at least $85 million in annualized gross savings, incurring $33 million of related restructuring costs in Q4 and expecting about $4 million more in early 2026.

Tripadvisor ended 2025 with $1.0 billion in cash and cash equivalents and plans to use $345 million to repay its 2026 Senior Notes due April 1, 2026. In 2025 it repurchased 6,105,262 shares for $90 million, with $110 million remaining under its buyback program, and continues to explore strategic alternatives for TheFork.

TripAdvisor, Inc. CEO and President Matt Goldberg, who is also a director, reported several equity transactions dated February 5, 2026. He acquired 25,704 shares of common stock at $12.43 per share and later 5,244 shares at the same price through exercises coded “M.” He also disposed of 7,545 shares and 1,540 shares of common stock at $12.43 per share in transactions coded “F.” Following these transactions, he directly held 190,993 shares of TripAdvisor common stock, along with 25,705 and 5,244 performance-based restricted stock units reported as derivative securities held directly.