€20M trivago (NASDAQ: TRVG) ADS buyback to run via 10b5-1 plan

Rhea-AI Filing Summary

trivago N.V. has launched an ADS repurchase program of up to €20 million. Each American Depositary Share represents five Class A shares. The Supervisory Board authorized the program in April 2026, and the management board approved its implementation on May 29, 2026.

Repurchases will be made at the Company’s discretion regarding timing, amount and price, within parameters set by shareholders. A broker-dealer will execute purchases autonomously under a Rule 10b5-1 trading plan designed to meet Rule 10b-18 conditions, funded from trivago’s available working capital.

Insights

Capital allocation analyst

trivago sets up a structured €20M ADS buyback program.

The company’s authorization to repurchase up to €20 million of ADSs signals a decision to return capital using existing working capital. The use of ADSs, each representing five Class A shares, concentrates the program on the listed instrument investors trade.

Execution via a Rule 10b5-1 plan and within Rule 10b-18 parameters means purchases will follow predefined price and volume limits, with a broker-dealer acting autonomously. This structure reduces discretion over day-to-day timing, making the program more mechanical and less sensitive to short-term market moves.

The program ends once the €20 million cap is reached or earlier at the company’s election, so actual impact depends on how fully trivago uses this capacity. Any subsequent trading plans under the same program would extend execution under the same framework.

Key Figures

ADS repurchase authorization: €20 million ADS to share ratio: 1 ADS = 5 Class A shares Supervisory Board authorization date: April 2026 +1 more

4 metrics

ADS repurchase authorization €20 million Aggregate cap for ADS buyback program

ADS to share ratio 1 ADS = 5 Class A shares Structure of trivago’s American Depositary Shares

Supervisory Board authorization date April 2026 Initial approval of repurchase program

Management board implementation approval May 29, 2026 Management board approved implementation of program

Key Terms

American Depositary Shares, Rule 10b5-1, Rule 10b-18, trading plan, +1 more

5 terms

American Depositary Shares financial

"a program to repurchase the Company’s American Depositary Shares (“ADSs”), each representing five Class A shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Rule 10b5-1 regulatory

"a trading plan with a broker-dealer designed to comply with the parameters prescribed by Rule 10b5-1 and Rule 10b-18"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

Rule 10b-18 regulatory

"a trading plan with a broker-dealer designed to comply with the parameters prescribed by Rule 10b5-1 and Rule 10b-18"

Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.

trading plan financial

"the Company has entered into a trading plan with a broker-dealer designed to comply"

A trading plan is a written set of rules an investor follows about what to buy or sell, when to enter and exit positions, and how much risk to accept—like a travel itinerary that maps the route, stops, and budget before a trip. It matters because it helps remove emotional decisions during market swings, enforces discipline, and makes performance easier to review and improve, reducing the chance of costly impulsive moves.

working capital financial

"The repurchases of ADSs will be funded from available working capital."

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

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Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2026

Commission File Number: 001-37959

trivago N.V.

(Exact Name of Registrant as Specified in Its Charter)

Kesselstraße 5 - 7

40221 Düsseldorf

Federal Republic of Germany

+49 211 54065110

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  ☐

Explanatory Note

In April 2026, the Supervisory Board of trivago N.V. (the “Company”) authorized a program to repurchase the Company’s American Depositary Shares (“ADSs”), each representing five Class A shares, for an aggregate amount of up to €20 million.

On May 29, 2026, the Company’s management board approved the implementation of the program. The Company may repurchase ADSs from time to time under the program, subject to the Company's discretion as to timing, amount and price. Purchases of ADSs will comply with the parameters set by the Company’s general meeting of shareholders for such ADS repurchases. The program will terminate upon the Company reaching the aggregate repurchase limit of €20 million or earlier at the Company's election.

In order to facilitate these repurchases, the Company has entered into a trading plan with a broker-dealer designed to comply with the parameters prescribed by Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as amended. Under the plan, the broker-dealer will execute purchases autonomously in accordance with pre-set price and volume parameters. The Company may enter into subsequent trading plans as part of this program. The repurchases of ADSs will be funded from available working capital.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

trivago N.V.

Date: May 29, 2026

By:

/s/ Wolf Schmuhl

Wolf Schmuhl

(Chief Financial Officer)

FAQ

What did trivago (TRVG) announce in its May 2026 Form 6-K?

trivago announced a program to repurchase its American Depositary Shares for up to €20 million. The Supervisory Board authorized the program in April 2026 and the management board approved implementation on May 29, 2026, focusing on ADSs listed for investors.

How large is trivago’s new ADS repurchase program?

The repurchase program authorizes trivago to buy back up to €20 million of American Depositary Shares. This limit is an aggregate cap; the program will terminate once the cap is reached or earlier if the company elects to end it before using the full amount.

How will trivago (TRVG) execute its share repurchases?

trivago will execute share repurchases through a trading plan with a broker-dealer designed to comply with Rule 10b5-1 and Rule 10b-18. The broker-dealer will autonomously buy ADSs based on pre-set price and volume parameters, reducing day-to-day discretion by management.

What shares are covered by trivago’s repurchase program?

The program covers trivago’s American Depositary Shares, each representing five Class A shares. Repurchases will occur from time to time at the company’s discretion regarding timing, amount and price, but within parameters set by the general meeting of shareholders for ADS repurchases.

How will trivago fund its €20 million ADS repurchase program?

trivago states that repurchases under the program will be funded from available working capital. Using existing liquidity rather than new financing means the program relies on the company’s current cash resources to buy ADSs over the life of the authorization.

When will trivago’s ADS buyback program end?

The program will terminate when trivago reaches the aggregate repurchase limit of €20 million or earlier at the company’s election. This means the actual duration depends on repurchase pace and whether management chooses to stop before using the full authorization.