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.
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.
Tripadvisor, Inc. CFO & SVP Michael Noonan reported equity transactions dated 02/05/2026. He exercised 11,602 performance-based restricted stock units, receiving the same number of common shares at a price of $12.43 per share. To cover obligations associated with this vesting, 4,041 common shares were withheld in a transaction also priced at $12.43 per share. After these transactions, he directly beneficially owned 102,011 shares of common stock and 11,603 performance-based restricted stock units.
Tripadvisor, Inc. officer Kristen Ann Dalton, President, Brand Tripadvisor, reported equity award activity on February 5, 2026. A performance-based restricted stock unit award for 8,925 units was exercised at an exercise price of $0, delivering 8,925 shares of common stock at a market price of $12.43 per share.
On the same date, 3,109 common shares were disposed of at $12.43 under code "F", indicating shares withheld to cover taxes upon vesting. After these transactions, Dalton directly owned 101,083 shares of Tripadvisor common stock.
TripAdvisor, Inc. Chief Legal Officer & Secretary Seth J. Kalvert reported equity transactions in company stock. On February 5, 2026, performance-based restricted stock units covering 8,032 shares of common stock were exercised and converted into shares at a transaction price of $12.43 per share.
To cover associated obligations, 2,798 shares of common stock were disposed of at $12.43 per share. After these transactions, Kalvert directly beneficially owned 156,661 shares of TripAdvisor common stock.
TripAdvisor, Inc. executive Almir Ambeskovic reported equity compensation activity involving company stock. On February 5, 2026, 5,354 performance-based restricted stock units were converted into TripAdvisor common shares, reflected as an acquisition of 5,354 shares at $12.43 per share.
On the same date, 2,303 common shares at $12.43 per share were withheld to cover taxes or similar obligations, leaving Ambeskovic with 35,273 TripAdvisor common shares held directly and 5,355 performance-based restricted stock units still outstanding.