Starboard Value builds 9.4% Tripadvisor (TRIP) stake and prepares majority board challenge

Rhea-AI Filing Summary

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.

Insights

Activist investing & corporate governance analyst

Starboard has taken a 9.4% stake in Tripadvisor and is preparing a majority-board proxy fight focused on strategy and potential sale options.

Starboard Value and its affiliates disclose beneficial ownership of 10,774,996 Tripadvisor shares, or 9.4% of the company, acquired in open-market purchases. This stake size, combined with detailed purchase amounts across multiple Starboard vehicles, indicates a meaningful economic commitment and a platform for exerting influence.

Starboard’s letter criticizes Tripadvisor’s “prolonged underperformance” and perceived Board inaction amid industry change. It calls for a reconstituted Board to evaluate value-creation opportunities, explicitly including a potential sale of the company in one or multiple transactions. This signals a readiness to pursue significant strategic alternatives, subject to Board and shareholder responses.

The group plans to nominate a majority slate of directors at the 2026 annual meeting, creating the possibility of a contested election. The ultimate impact will depend on shareholder support for Starboard’s nominees and any strategic steps the existing Board outlines before that meeting. Subsequent company communications around the 2026 meeting will clarify how governance and strategy may shift.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

TripAdvisor, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

896945201

(CUSIP Number)

JEFFREY C. SMITH
STARBOARD VALUE LP, 777 Third Avenue, 18th Floor
New York, NY, 10017
212-845-7977

ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

MEAGAN REDA, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 896945201

1

Name of reporting person

Starboard Value LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,774,996.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,774,996.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,774,996.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 896945201

1

Name of reporting person

STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,799,775.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,799,775.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,799,775.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 896945201

1

Name of reporting person

STARBOARD VALUE & OPPORTUNITY S LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 805,253.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 805,253.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

805,253.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 896945201

1

Name of reporting person

Starboard Value & Opportunity Master Fund L LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 316,321.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 316,321.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

316,321.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 896945201

1

Name of reporting person

Starboard Value L LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 316,321.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 316,321.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

316,321.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 896945201

1

Name of reporting person

Starboard Value R GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 316,321.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 316,321.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

316,321.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 896945201

1

Name of reporting person

Starboard X Master Fund Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,116,298.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,116,298.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,116,298.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 896945201

1

Name of reporting person

Starboard Value GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,774,996.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,774,996.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,774,996.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 896945201

1

Name of reporting person

Starboard Principal Co LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,774,996.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,774,996.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,774,996.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 896945201

1

Name of reporting person

Starboard Principal Co GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,774,996.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,774,996.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,774,996.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 896945201

1

Name of reporting person

Smith Jeffrey C

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,774,996.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,774,996.00

11

Aggregate amount beneficially owned by each reporting person

10,774,996.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 896945201

1

Name of reporting person

Feld Peter A

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,774,996.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,774,996.00

11

Aggregate amount beneficially owned by each reporting person

10,774,996.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value per share
(b)	Name of Issuer: TripAdvisor, Inc.
(c)	Address of Issuer's Principal Executive Offices: 400 1ST AVENUE, NEEDHAM, MASSACHUSETTS , 02494.
Item 1 Comment: The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 5,799,775 Shares beneficially owned by Starboard V&O Fund is approximately $77,882,193, excluding brokerage commissions. The aggregate purchase price of the 805,253 Shares beneficially owned by Starboard S LLC is approximately $10,827,844, excluding brokerage commissions. The aggregate purchase price of the 316,321 Shares beneficially owned by Starboard L Master is approximately $4,222,720, excluding brokerage commissions. The aggregate purchase price of the 2,116,298 Shares beneficially owned by Starboard X Master is approximately $28,348,980, excluding brokerage commissions. The aggregate purchase price of the 1,737,349 Shares held in the Starboard Value LP Account is approximately $23,786,443, excluding brokerage commissions.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On February 17, 2026, Starboard Value LP (together with its affiliates, "Starboard") delivered a letter to the Issuer, which, among other things, details Starboard's disappointment with the Issuer's prolonged underperformance and the Issuer's Board of Directors' (the "Board") inaction in light of rapid innovation and change within its industry. While Starboard believes the Issuer has the opportunity to take advantage of significant value creation opportunities, Starboard highlights in the letter the failure of the Board to take decisive actions to execute on such opportunities, as well as the risk that the Issuer will squander its position. Starboard believes a reconstituted Board is required to instill a sense of urgency, which is necessary for the Issuer to compete in an increasingly competitive environment, and to objectively assess all value creation opportunities available to the Issuer, including a potential sale of the Issuer, in one or multiple transactions. Accordingly, Starboard announced its intention to nominate a majority slate of highly qualified director candidates for election to the Board at the Issuer's 2026 annual meeting of stockholders. The full text of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The percentages used in this Schedule 13D are based upon 114,755,221 Shares outstanding, as of February 6, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 13, 2026. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons as of the close of business on February 17, 2026. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)	Item 5(b) is hereby amended and restated to read as follows: See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition.
(c)	Item 5(c) is hereby amended and restated to read as follows: Information concerning transactions in the securities of the Issuer effected by the Reporting Persons during the past sixty days is set forth in Exhibit 1 attached hereto and is incorporated herein by reference. Except as otherwise noted, all of the transactions in the securities of the Issuer listed therein were effected in the open market through various brokerage entities.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibits: 1 - Transactions in the Securities. 99.1 - Letter to the Issuer's Chairman, CEO and Board, dated February 17, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Starboard Value LP

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value GP LLC, its general partner
Date:	02/17/2026

STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
Date:	02/17/2026

STARBOARD VALUE & OPPORTUNITY S LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value LP, its manager
Date:	02/17/2026

Starboard Value & Opportunity Master Fund L LP

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value L LP, its general partner
Date:	02/17/2026

Starboard Value L LP

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner
Date:	02/17/2026

Starboard Value R GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory
Date:	02/17/2026

Starboard X Master Fund Ltd

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
Date:	02/17/2026

Starboard Value GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Principal Co LP, its member
Date:	02/17/2026

Starboard Principal Co LP

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Principal Co GP LLC, its general partner
Date:	02/17/2026

Starboard Principal Co GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory
Date:	02/17/2026

Smith Jeffrey C

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith
Date:	02/17/2026

Feld Peter A

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Attorney-in-Fact for Peter A. Feld
Date:	02/17/2026

FAQ

What stake does Starboard Value report in TripAdvisor (TRIP)?

Starboard Value and its affiliates report beneficial ownership of 10,774,996 TripAdvisor common shares, equal to 9.4% of outstanding stock. This percentage is based on 114,755,221 shares outstanding as of February 6, 2026, from TripAdvisor’s most recent annual report.

How did Starboard Value acquire its TripAdvisor (TRIP) shares?

Starboard’s various funds acquired TripAdvisor shares in open-market purchases using working capital, which may include margin loans. The filing details aggregate purchase prices for each Starboard entity, showing significant capital deployed across multiple funds to build the overall 10,774,996-share position.

Why is Starboard Value engaging with TripAdvisor (TRIP)’s board?

Starboard’s letter expresses disappointment with what it calls prolonged underperformance and Board inaction amid rapid industry change. It argues Tripadvisor has significant value-creation opportunities that require more decisive oversight and believes the current Board has not adequately executed on them.

What governance actions does Starboard Value propose at TripAdvisor (TRIP)?

Starboard says a reconstituted Board is needed to instill urgency and objectively evaluate value-creation options. It plans to nominate a majority slate of “highly qualified” director candidates for election at TripAdvisor’s 2026 annual shareholders’ meeting, potentially leading to a contested vote.

Is Starboard Value pushing for a potential sale of TripAdvisor (TRIP)?

Yes. Starboard’s letter states the Board should consider all value-creation opportunities, including a potential sale of TripAdvisor in one or multiple transactions. This frames strategic alternatives, up to and including a sale, as options the reconstituted Board should fully evaluate.

When did Starboard Value send its activist letter to TripAdvisor (TRIP)?

Starboard delivered its letter to TripAdvisor’s leadership on February 17, 2026. The full text is attached as an exhibit to the Schedule 13D amendment and is incorporated by reference, outlining Starboard’s critiques and its proposed governance and strategic changes.