[SCHEDULE 13D] TripAdvisor, Inc. SEC Filing

Rhea-AI Filing Summary

Medicus Pharma Ltd. (NASDAQ: MDCX) filed Prospectus Supplement No. 3 to register 2.26 million common shares issuable from outstanding public warrants (exercise price $4.64; expiry Nov 15 2029). The supplement incorporates an accompanying Current Report detailing the issuance of a $2.5 million third debenture to YA II PN, Ltd. (Yorkville) on June 17 2025, the final tranche under a previously disclosed $5 million secured debenture facility.

Key terms of the Yorkville financing

• Total debenture principal issued to date: $5 million (three tranches of $1.25 m, $1.25 m and $2.5 m)
• Aggregate net proceeds received: $4.5 million after original-issue discounts
• Coupon: 8.0% annual; increases to 18.0% upon default
• Maturity: February 2 2026; guaranteed by all subsidiaries via a global guaranty

The transaction strengthens near-term liquidity but layers additional secured debt on the balance sheet and introduces accelerated interest-rate risk in the event of default. The warrants remain out-of-the-money (share price $2.58 vs. strike $4.64), limiting immediate dilution yet signaling potential future share issuance if the stock appreciates.

Investors should weigh the improved cash position against a compressed maturity schedule, 8% fixed interest expense, and a possible 18% penalty rate, as well as eventual equity dilution from both the debenture terms (if convertible) and registered warrants.

Positive

• $2.5 million additional capital boosts total net proceeds to $4.5 million, enhancing short-term liquidity.
• Completion of the $5 million debenture program provides financing visibility through early 2026.
• Public warrants are currently out-of-the-money, limiting immediate dilution concerns.

Negative

• Debenture carries a relatively high 8% coupon with a punitive 18% default rate, increasing financial risk.
• Short maturity (Feb 2 2026) compresses refinancing timeline and heightens rollover risk.
• Subsidiary guarantees and secured nature of debt restrict future borrowing flexibility and elevate leverage.
• Potential future dilution remains from registration of 2.26 million warrant shares if share price appreciates.

Insights

Financial Analyst

TL;DR – $2.5 m debenture completes $5 m facility; boosts cash but adds costly, short-dated debt.

The third Yorkville debenture brings total secured borrowing to $5 million and net cash inflows to $4.5 million. Liquidity relief is timely for an emerging-growth biotech still pre-revenue, yet the structure is expensive (8% coupon, 18% default rate) and matures in less than nine months after issuance. The guarantee across subsidiaries elevates secured leverage and limits future borrowing capacity. Because the warrants remain out-of-the-money, near-term dilution is unlikely, but any future equity financing at current prices risks further value erosion. Overall impact is neutral: liquidity improved, but leverage and cost of capital rise.

Risk Analyst

TL;DR – New debenture raises default and refinancing risk despite liquidity bump.

While the $2.5 million tranche shores up working capital, it concentrates maturity exposure in early 2026. The step-up to 18% penalty interest in default scenarios could quickly erode cash. Comprehensive subsidiary guarantees subordinate unsecured creditors and can complicate insolvency proceedings. Investors should monitor covenant compliance and the company’s ability to generate sufficient milestones or raise equity well ahead of February 2026 to retire or roll this debt.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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)

06/26/2025

(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 10,635,484.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,635,484.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,635,484.00

12

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

13

Percent of class represented by amount in Row (11)

9.0 %

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 5,796,806.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,796,806.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,796,806.00

12

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

13

Percent of class represented by amount in Row (11)

4.9 %

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 813,578.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 813,578.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

813,578.00

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 306,158.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 306,158.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

306,158.00

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 306,158.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 306,158.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

306,158.00

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 306,158.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 306,158.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

306,158.00

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 2,074,300.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,074,300.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,074,300.00

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 10,635,484.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,635,484.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,635,484.00

12

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

13

Percent of class represented by amount in Row (11)

9.0 %

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 10,635,484.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,635,484.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,635,484.00

12

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

13

Percent of class represented by amount in Row (11)

9.0 %

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 10,635,484.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,635,484.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,635,484.00

12

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

13

Percent of class represented by amount in Row (11)

9.0 %

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 10,635,484.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,635,484.00

11

Aggregate amount beneficially owned by each reporting person

10,635,484.00

12

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

13

Percent of class represented by amount in Row (11)

9.0 %

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 10,635,484.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,635,484.00

11

Aggregate amount beneficially owned by each reporting person

10,635,484.00

12

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

13

Percent of class represented by amount in Row (11)

9.0 %

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 the Schedule 13D filed by the undersigned (the "Schedule 13D").
Item 2.	Identity and Background
(a)	This statement is filed by: (i) Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company ("Starboard V&O Fund"), with respect to the shares of Common Stock, $0.001 par value per share (the "Shares"), of Tripadvisor, Inc. (the "Issuer"), directly and beneficially owned by it; (ii) Starboard Value and Opportunity S LLC, a Delaware limited liability company ("Starboard S LLC"), with respect to the Shares directly and beneficially owned by it; (iii) Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership ("Starboard L Master"), with respect to the Shares directly and beneficially owned by it; (iv) Starboard Value L LP ("Starboard L GP"), as the general partner of Starboard L Master; (v) Starboard Value R GP LLC ("Starboard R GP"), as the general partner of Starboard L GP; (vi) Starboard X Master Fund Ltd, a Cayman Islands exempted company ("Starboard X Master"), with respect to the Shares directly and beneficially owned by it; (vii) Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard L Master, Starboard X Master and of a certain managed account (the "Starboard Value LP Account") and the manager of Starboard S LLC; (viii) Starboard Value GP LLC ("Starboard Value GP"), as the general partner of Starboard Value LP; (ix) Starboard Principal Co LP ("Principal Co"), as a member of Starboard Value GP; (x) Starboard Principal Co GP LLC ("Principal GP"), as the general partner of Principal Co; (xi) Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; and (xii) Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b)	The address of the principal office of each of Starboard V&O Fund, Starboard S LLC, Starboard L Master, Starboard L GP, Starboard R GP, Starboard X Master, Starboard Value LP, Starboard Value GP, Principal Co and Principal GP is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of each of Messrs. Smith and Feld is c/o Starboard Value LP, 201 E Las Olas Boulevard, Suite 1000, Fort Lauderdale, Florida 33301. The officers and directors of Starboard V&O Fund and Starboard X Master and their principal occupations and business addresses are set forth on Exhibit 1 attached hereto and are incorporated by reference in this Item 2.
(c)	The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard S LLC, Starboard L Master and Starboard X Master have been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard L Master, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Starboard L GP serves as the general partner of Starboard L Master. Starboard R GP serves as the general partner of Starboard L GP. Messrs. Smith and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.
(d)	No Reporting Person, nor any person listed on Exhibit 1, attached hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	No Reporting Person, nor any person listed on Exhibit 1, attached hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Messrs. Smith and Feld are citizens of the United States of America. The citizenship of the persons listed on Exhibit 1, attached hereto, is set forth therein and is incorporated by reference in this Item 2.
Item 3.	Source and Amount of Funds or Other Consideration
	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 5,796,806 Shares beneficially owned by Starboard V&O Fund is approximately $80,565,720, excluding brokerage commissions. The aggregate purchase price of the 813,578 Shares beneficially owned by Starboard S LLC is approximately $11,301,951, excluding brokerage commissions. The aggregate purchase price of the 306,158 Shares beneficially owned by Starboard L Master is approximately $4,254,280, excluding brokerage commissions. The aggregate purchase price of the 2,074,300 Shares beneficially owned by Starboard X Master is approximately $28,850,594, excluding brokerage commissions. The aggregate purchase price of the 1,644,642 Shares held in the Starboard Value LP Account is approximately $23,088,690, excluding brokerage commissions.
Item 4.	Purpose of Transaction
	The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons intend to engage with the Issuer's management and Board of Directors regarding opportunities for value creation. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	The percentages used in this Schedule 13D are based upon 118,092,104 Shares outstanding, as of May 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025. 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 July 2, 2025. 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)	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)	Information concerning transactions in the securities of the Issuer effected by the Reporting Persons during the past sixty days is set forth in Exhibit 2 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.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On July 3, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	1 - Directors and Officers. 2 - Transactions in the Securities. 99.1 - Joint Filing Agreement by and among the Reporting Persons, dated July 3, 2025. 99.2 - Power of Attorney for Jeffrey C. Smith and Peter A. Feld, dated July 3, 2025.

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:	07/03/2025

STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
Date:	07/03/2025

STARBOARD VALUE & OPPORTUNITY S LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value LP, its manager
Date:	07/03/2025

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:	07/03/2025

Starboard Value L LP

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner
Date:	07/03/2025

Starboard Value R GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory
Date:	07/03/2025

Starboard X Master Fund Ltd

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
Date:	07/03/2025

Starboard Value GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Principal Co LP, its member
Date:	07/03/2025

Starboard Principal Co LP

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory of Starboard Principal Co GP LLC, its general partner
Date:	07/03/2025

Starboard Principal Co GP LLC

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Authorized Signatory
Date:	07/03/2025

Smith Jeffrey C

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith
Date:	07/03/2025

Feld Peter A

Signature:	/s/ Lindsey Cara
Name/Title:	Lindsey Cara, Attorney-in-Fact for Peter A. Feld
Date:	07/03/2025

FAQ

How much new funding did Medicus Pharma (MDCX) receive on June 17 2025?

The company netted $2.25 million (principal $2.5 m) from the third Yorkville debenture.

What is the total size of the Yorkville debenture facility?

Medicus Pharma has now issued the full $5 million in debentures authorized under the May 2 2025 Purchase Agreement.

What are the interest rate and maturity of the debentures?

Interest accrues at 8.0% per annum (rising to 18% on default); maturity date is February 2 2026.

How many shares could be issued from outstanding public warrants?

The prospectus registers 2,260,000 common shares underlying public warrants with a $4.64 strike price expiring Nov 15 2029.

Where are Medicus Pharma’s shares and warrants traded?

Common shares trade on NASDAQ under MDCX and the warrants under MDCXW.

Is Medicus Pharma considered an emerging growth company?

Yes. The filing confirms the company qualifies for reduced disclosure as an Emerging Growth Company under SEC rules.