Starboard Value details 4.4% TripAdvisor (TRIP) stake and 9.4% economic exposure

Rhea-AI Filing Summary

Starboard Value and its affiliates amended their Schedule 13D on TripAdvisor, Inc., reporting beneficial ownership of 5,096,996 common shares, or 4.4% of the company’s outstanding stock. These shares are held across several Starboard funds and managed accounts with sole voting and dispositive power at the fund level.

Through a series of cash-settled total return swaps, the Starboard entities also report economic exposure to an additional pool of notional shares, bringing their total economic exposure to 10,774,996 shares, representing 9.4% of TripAdvisor’s 114,755,221 shares outstanding as of February 6, 2026. The swaps provide price-based economic results but do not give Starboard voting or dispositive control over the referenced shares.

The filing notes that as of April 2, 2026, the reporting persons ceased to beneficially own more than 5% of TripAdvisor’s outstanding shares, marking a shift from a larger previously reported position while maintaining a sizable economic interest through both direct holdings and derivatives.

Insights

Event-driven equity analyst

Starboard now holds 4.4% of TripAdvisor directly, but keeps 9.4% economic exposure via swaps.

Starboard Value and related funds report 5,096,996 TripAdvisor shares, or 4.4% of outstanding stock, after previously being above the 5% disclosure threshold. This lowers their formal beneficial ownership while keeping them a notable shareholder.

They also disclose cash-settled total return swaps referencing 10,774,996 shares, equal to 9.4% of shares outstanding as of February 6, 2026. These instruments track TripAdvisor’s share performance but do not confer voting or disposal rights, so their formal influence is tied mainly to the cash equity stake.

The filing states they ceased to beneficially own over 5% as of April 2, 2026. Future governance influence will depend more on this reduced reportable stake, though their economic interest via derivatives remains substantial and could still align them with long-term value outcomes.

Key Figures

Beneficial ownership: 5,096,996 shares Economic exposure: 10,774,996 shares Shares outstanding: 114,755,221 shares +5 more

8 metrics

Beneficial ownership 5,096,996 shares TripAdvisor common stock beneficially owned; 4.4% of class

Economic exposure 10,774,996 shares Total economic exposure including cash-settled swaps; 9.4% of shares

Shares outstanding 114,755,221 shares TripAdvisor shares outstanding as of February 6, 2026

Starboard V&O Fund holding 2,743,522 shares Beneficially owned; purchase price approx. $34,337,055

Starboard S LLC holding 380,916 shares Beneficially owned; purchase price approx. $4,781,579

Starboard X Master holding 1,001,092 shares Beneficially owned; purchase price approx. $12,466,804

Starboard Value LP Account holding 821,834 shares Held in Starboard Value LP Account; cost approx. $11,033,074

Swap exposure example 1,830,091 notional shares Starboard V&O Fund swap maturing October 4, 2027

Key Terms

Schedule 13D, beneficially owned, cash-settled total return swap, economic exposure, +2 more

6 terms

Schedule 13D regulatory

"The following constitutes Amendment No. 4 to the filed by the undersigned ("Amendment No. 4")."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"11Aggregate amount beneficially owned by each reporting person 5,096,996.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

cash-settled total return swap financial

"has entered into certain cash-settled total return swap agreements with certain unaffiliated third party financial institutions"

economic exposure financial

"Possesses economic exposure to an aggregate of 10,774,996 Shares (representing approximately 9.4% of the outstanding Shares)"

notional Shares financial

"constitute economic exposure to an aggregate of 1,830,091 notional Shares and 1,226,162 notional Shares, respectively"

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 5,096,996.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

04/01/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 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 5,096,996.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,096,996.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,096,996.00

12

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

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 10,774,996 Shares (representing approximately 9.4% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is 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.

SCHEDULE 13D

CUSIP Number(s): 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 2,743,522.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,743,522.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,743,522.00

12

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

13

Percent of class represented by amount in Row (11)

2.4 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 5,799,775 Shares (representing approximately 5.1% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is 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.

SCHEDULE 13D

CUSIP Number(s): 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 380,916.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 380,916.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

380,916.00

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

Comment for Type of Reporting Person:

Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 805,253 Shares (representing approximately 0.7% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is 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.

SCHEDULE 13D

CUSIP Number(s): 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 149,632.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 149,632.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

149,632.00

12

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

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 316,321 Shares (representing approximately 0.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is 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.

SCHEDULE 13D

CUSIP Number(s): 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 149,632.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 149,632.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

149,632.00

12

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

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 316,321 Shares (representing approximately 0.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is 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.

SCHEDULE 13D

CUSIP Number(s): 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 149,632.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 149,632.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

149,632.00

12

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

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 316,321 Shares (representing approximately 0.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is 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.

SCHEDULE 13D

CUSIP Number(s): 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 1,001,092.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,001,092.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,001,092.00

12

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

13

Percent of class represented by amount in Row (11)

0.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 2,116,298 Shares (representing approximately 1.8% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is 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.

SCHEDULE 13D

CUSIP Number(s): 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 5,096,996.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,096,996.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,096,996.00

12

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

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 10,774,996 Shares (representing approximately 9.4% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is 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.

SCHEDULE 13D

CUSIP Number(s): 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 5,096,996.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,096,996.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,096,996.00

12

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

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 10,774,996 Shares (representing approximately 9.4% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is 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.

SCHEDULE 13D

CUSIP Number(s): 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 5,096,996.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,096,996.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,096,996.00

12

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

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 10,774,996 Shares (representing approximately 9.4% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is 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.

SCHEDULE 13D

CUSIP Number(s): 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 5,096,996.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,096,996.00

11

Aggregate amount beneficially owned by each reporting person

5,096,996.00

12

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

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 10,774,996 Shares (representing approximately 9.4% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is 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.

SCHEDULE 13D

CUSIP Number(s): 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 5,096,996.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,096,996.00

11

Aggregate amount beneficially owned by each reporting person

5,096,996.00

12

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

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 10,774,996 Shares (representing approximately 9.4% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is 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.

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. 4 to the Schedule 13D filed by the undersigned ("Amendment No. 4"). This Amendment No. 4 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 2,743,522 Shares beneficially owned by Starboard V&O Fund is approximately $34,337,055, excluding brokerage commissions. The aggregate purchase price of the 380,916 Shares beneficially owned by Starboard S LLC is approximately $4,781,579, excluding brokerage commissions. The aggregate purchase price of the 149,632 Shares beneficially owned by Starboard L Master is approximately $1,852,246, excluding brokerage commissions. The aggregate purchase price of the 1,001,092 Shares beneficially owned by Starboard X Master is approximately $12,466,804, excluding brokerage commissions. The aggregate purchase price of the 821,834 Shares held in the Starboard Value LP Account is approximately $11,033,074, excluding brokerage commissions.
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 April 3, 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 since the filing of Amendment No. 3 to the Schedule 13D 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.
(e)	Item 5(e) is hereby amended and restated to read as follows: As of April 2, 2026, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: Starboard V&O Fund has entered into certain cash-settled total return swap agreements with certain unaffiliated third party financial institutions as the counterparties that constitute economic exposure to an aggregate of 1,830,091 notional Shares and 1,226,162 notional Shares, respectively, which have maturity dates of October 4, 2027 and October 1, 2027, respectively. Starboard S LLC has entered into certain cash-settled total return swap agreements with certain unaffiliated third party financial institutions as the counterparties that constitute economic exposure to an aggregate of 254,094 notional Shares and 170,243 notional Shares, respectively, which have maturity dates of October 4, 2027 and October 1, 2027, respectively. Starboard L Master has entered into certain cash-settled total return swap agreements with certain unaffiliated third party financial institutions as the counterparties that constitute economic exposure to an aggregate of 99,814 notional Shares and 66,875 notional Shares, respectively, which have maturity dates of October 4, 2027 and October 1, 2027, respectively. Starboard X Master has entered into certain cash-settled total return swap agreements with certain unaffiliated third party financial institutions as the counterparties that constitute economic exposure to an aggregate of 667,788 notional Shares and 447,418 notional Shares, respectively, which have maturity dates of October 4, 2027 and October 1, 2027, respectively. Starboard Value LP through the Starboard Value LP Account has entered into certain cash-settled total return swap agreements with certain unaffiliated third party financial institutions as the counterparties that constitute economic exposure to an aggregate of 548,213 notional Shares and 367,302 notional Shares, respectively, which have maturity dates of October 4, 2027 and October 1, 2027, respectively. Each of the foregoing swaps provides each of Starboard V&O Fund, Starboard S LLC, Starboard L Master, Starboard X Master and Starboard Value LP with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of such swaps (such shares, the "Subject Shares"). None of Starboard V&O Fund, Starboard S LLC, Starboard L Master, Starboard X Master or Starboard Value LP have the right to convert the foregoing swaps into Shares at any time. Taking into account the Subject Shares, the Reporting Persons collectively have economic exposure to an aggregate of 10,774,996 Shares, representing approximately 9.4% of the outstanding Shares.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 1 - Transactions in the Securities.

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:	04/03/2026

STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
Date:	04/03/2026

STARBOARD VALUE & OPPORTUNITY S LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value LP, its manager
Date:	04/03/2026

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:	04/03/2026

Starboard Value L LP

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner
Date:	04/03/2026

Starboard Value R GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory
Date:	04/03/2026

Starboard X Master Fund Ltd

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
Date:	04/03/2026

Starboard Value GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Principal Co LP, its member
Date:	04/03/2026

Starboard Principal Co LP

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Principal Co GP LLC, its general partner
Date:	04/03/2026

Starboard Principal Co GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory
Date:	04/03/2026

Smith Jeffrey C

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith
Date:	04/03/2026

Feld Peter A

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Attorney-in-Fact for Peter A. Feld
Date:	04/03/2026

FAQ

What percentage of TripAdvisor (TRIP) shares does Starboard Value currently report owning?

Starboard Value and its affiliates report beneficial ownership of 5,096,996 TripAdvisor common shares, representing 4.4% of the company’s outstanding stock. This percentage is calculated using 114,755,221 shares outstanding as of February 6, 2026, as disclosed in TripAdvisor’s Form 10-K.

What is Starboard Value’s total economic exposure to TripAdvisor (TRIP) shares?

Including derivatives, Starboard entities report economic exposure to an aggregate of 10,774,996 TripAdvisor shares, or 9.4% of shares outstanding. This figure combines their direct shareholdings with notional shares referenced in cash-settled total return swaps described in the amended Schedule 13D filing.

How did Starboard Value’s ownership in TripAdvisor (TRIP) change in this amendment?

The filing states that as of April 2, 2026, the reporting persons ceased to beneficially own more than 5% of TripAdvisor’s outstanding shares. They now report a 4.4% beneficial stake while maintaining larger economic exposure through cash-settled total return swaps with third-party counterparties.

What are the cash-settled total return swaps Starboard uses for TripAdvisor (TRIP)?

Starboard funds entered into cash-settled total return swaps with unaffiliated financial institutions referencing notional TripAdvisor shares. These swaps provide economic results similar to ownership but do not give Starboard voting power or the right to convert into actual shares, and are settled in cash at maturity.

Which TripAdvisor (TRIP) share count did Starboard use for its ownership percentages?

All reported ownership percentages are based on 114,755,221 TripAdvisor shares outstanding as of February 6, 2026. This share count comes from TripAdvisor’s Annual Report on Form 10-K filed on February 13, 2026, and underpins the 4.4% and 9.4% figures in the Schedule 13D/A.

How were Starboard Value’s TripAdvisor (TRIP) shares acquired and at what cost?

Starboard entities acquired TripAdvisor shares primarily through open market purchases using working capital, sometimes including margin loans. For example, Starboard V&O Fund’s 2,743,522 shares cost approximately $34,337,055, while Starboard X Master’s 1,001,092 shares cost about $12,466,804, excluding brokerage commissions.