Tripadvisor, Inc. (NASDAQ: TRIP): The Definitive Corporate Profile

Source: Tripadvisor, Inc. Notice of 2026 Annual Meeting and Proxy Statement and 2025 Annual Report on Form 10-K For the Fiscal Year Ended December 31, 2025.

Quick Facts / Company Snapshot

Metric / Corporate Indicator	Disclosed Value / Specification
Official Corporate Name	Tripadvisor, Inc.
Common Stock Ticker Symbol	TRIP
Primary Stock Exchange Listing	The Nasdaq Global Select Market
SEC Commission File Number	001-35362
IRS Employer Identification Number	80-0743202
Corporate Legal Domicile	State of Nevada (converted from Delaware on April 29, 2025)
Global Headquarters Address	400 1st Avenue, Needham, Massachusetts 02494
Founding Date	February 2000
President & Chief Executive Officer	Matt Goldberg
Chief Financial Officer	Michael Noonan
Lead Independent Director	Jeremy G. Philips
Independent Registered Public Accounting Firm	KPMG LLP
Total Global Workforce	Approximately 2,590 employees (as of December 31, 2025)
Consolidated Total Revenue (FY 2025)	$1.9 billion
Consolidated Adjusted EBITDA (FY 2025)	$319 million
Consolidated GAAP Net Income (FY 2025)	$40 million
Consolidated Free Cash Flow (FY 2025)	$163 million
Experiences Gross Booking Value (GBV)	$4.7 billion
Experiences Booked Volume (FY 2025)	22.9 million bookings
Common Stock Outstanding (Record Date)	116,359,654 shares (as of April 30, 2026)
Capital Structure Classification	Single class of common stock (No controlling stockholder)

Source: Tripadvisor, Inc. Notice of 2026 Annual Meeting and Proxy Statement and 2025 Annual Report on Form 10-K.

Company Overview

Tripadvisor, Inc. operates as a portfolio of global online platforms purpose-built to connect travelers with travel experiences, accommodations, restaurants, and other relevant destination points of interest. The enterprise has formally defined its overarching corporate mission: to be the world’s most trusted source for travel and experiences. The platform ecosystem enables global travelers to search, discover, book, and review a diverse array of experiential activities, hotels, and dining establishments.

The commercial architecture functions across three primary consumer-facing brands: Viator, Tripadvisor, and TheFork. Beyond transactional capability, the company serves a differentiated role in comprehensive travel planning and guidance by hosting authentic user-submitted reviews and opinions, custom itineraries, and search tools designed to instill traveler confidence.

• The platform merchandises more than 425,000 bookable experiences sourced from over 70,000 operators globally.
• The content repository contains over 1 billion reviews and opinions covering more than 9 million points of interest, accommodations, and eateries.
• Marketplace offerings generated over 60% of total company revenue and 35% of adjusted EBITDA in fiscal year 2025.

The strategic transformation of Tripadvisor, Inc. represents an intentional pivot toward becoming an “experiences-first” business. Rather than depending primarily on legacy accommodation metasearch links, the company focuses capital and technological resources on high-growth two-sided transaction marketplaces. This structural shift expands transaction revenue while continuing to harness high-margin click-based and impression-based advertising.

Tripadvisor’s massive consumer audience generates high-intent traffic across the discovery and planning phases of travel. The resulting clickstream data, transactional records, and user-generated content feed directly into artificial intelligence and machine learning models. These systems optimize personalized recommendations and drive transaction conversion across all digital properties.

Business Segments

Tripadvisor measures its operational and financial performance across three core business segments: Experiences, Hotels and Other, and TheFork. This segment structure reflects the operational realignment initiated in November 2025, which streamlined previous operational divisions to elevate experiences and high-growth marketplace models.

Marketplace offerings, comprising the Experiences and TheFork segments, expanded to represent over 60% of consolidated group revenue and 35% of consolidated adjusted EBITDA in 2025. This marks a significant structural expansion from 2023, when marketplace models contributed approximately 50% of revenue and just 6% of adjusted EBITDA.

Business Segment Financial Breakdown

Business Segment	FY 2025 Segment Adjusted EBITDA	FY 2024 Segment Adjusted EBITDA	YoY Performance Trajectory & Revenue Metrics	Segment Adjusted EBITDA Contribution (FY 2025)
Experiences	$91 million	$79 million	Accounted for nearly half of total Group revenue; GBV grew 13% to $4.7B; experiences booked grew 16% to 22.9M	28.53% (Calculated by FirmsWorld)
TheFork	tripling+ of FY24 EBITDA	Base comparison	Revenue increased 22% YoY; adjusted EBITDA more than tripled YoY	Part of 35% aggregate marketplace contribution
Hotels and Other	Balance of Group EBITDA	Base comparison	Experienced weaker performance in legacy offerings; restructured to protect profitability	65.00% (Calculated by FirmsWorld)
Consolidated Total	$319 million	$339 million	Consolidated group revenue totaled $1.9 billion, up 3% YoY from $1.8 billion	100.00%

Source: Tripadvisor, Inc. Notice of 2026 Annual Meeting and Proxy Statement and 2025 Form 10-K.

  +-------------------------------------------------------------------+
  |                 TRIPADVISOR, INC. CONSOLIDATED                    |
  |             FY 2025 Total Revenue: $1.9 Billion                   |
  |          FY 2025 Consolidated Adjusted EBITDA: $319 Million       |
  +---------------------------------+---------------------------------+
                                    |
     +------------------------------+-------------------------------+
     |                                                              |
     v                                                              v
+-------------------------------+             +-------------------------------+
|     MARKETPLACE OFFERINGS     |             |      HOTELS & OTHER (LEGACY)  |
| > 60% of Consolidated Revenue |             | < 40% of Consolidated Revenue |
| 35% of Adjusted EBITDA        |             | 65% of Adjusted EBITDA        |
| Revenue Growth: 12% YoY       |             | Focus: Efficiency & Cash Flow |
+---------------+---------------+             +-------------------------------+
                |
        +-------+-------+
        |               |
        v               v
+---------------+ +---------------+
|  EXPERIENCES  | |   THEFORK     |
| ~50% Revenue  | | 22% Rev Growth|
| $91M EBITDA   | | 3x+ EBITDA Gr.|
| $4.7B GBV     | | 50K+ Diners   |
+---------------+ +---------------+

Experiences Segment Profile

The Experiences segment serves as Tripadvisor’s central growth engine and primary strategic priority. The segment comprises transactional operations across both the Viator brand and the Tripadvisor branded points of sale. In 2025, the Experiences division generated $91 million in adjusted EBITDA, representing a 15.19% increase over the $79 million reported in 2024 (Calculated by FirmsWorld).

Gross booking value within the segment expanded by 13% year-over-year to reach $4.7 billion. Total experiences booked grew 16% year-over-year to 22.9 million individual activity bookings. Experiences revenue accounted for nearly half of Tripadvisor’s consolidated revenue in 2025, with management targeting further expansion in 2026.

• Merchandises over 425,000 bookable activities across tours, attractions, and cultural experiences.
• Directly aggregates inventory from more than 70,000 independent global tour and activity operators.
• Monetizes primarily through merchant-of-record, commission-based transaction fees on completed experiences.

The segment leverages a centralized backend supply infrastructure developed by Viator. This platform manages operator onboarding, inventory integration, checkout processing, customer support, and fraud prevention. This shared architecture allows both the Viator and Tripadvisor front-end platforms to merchandise identical supply while addressing travelers at different intent levels.

The company also syndicates its experience catalog to third-party travel websites and corporate partners. This B2B distribution channel captures incremental booking demand outside the company’s core geographic markets.

Hotels and Other Segment Profile

The Hotels and Other segment encompasses the flagship Tripadvisor hotel guidance platform, restaurant discovery listings, and Cruise Critic. The operational focus of this segment is centered on optimizing profitability, cash flow generation, and disciplined cost alignment. Rather than pursuing aggressive user acquisition growth, management operates the division to support higher-growth marketplace initiatives.

Hotels and Other revenue is generated through performance-based click advertising, including cost-per-click (CPC) and cost-per-acquisition (CPA) models. It also generates impression-based display advertising (CPM) from brands targeting qualified travelers.

• Metasearch auction mechanics allow online travel agencies and hotel brands to bid for consumer leads.
• Booking Holdings and Expedia Group represent the segment’s two largest commercial clients.
• A major restructuring was enacted in November 2025 to align segment costs with changing search traffic patterns.

The segment faced operational headwinds in 2025 due to changing search engine dynamics, including search engine results page layout updates and AI summaries displacing traditional website links. In response, the group enacted targeted workforce reductions and operational realignments to preserve profit margins. The segment continues to serve as an upper-funnel discovery entry point, directing traffic toward high-margin tours and restaurant reservations.

TheFork Segment Profile

TheFork operates as an online dining marketplace, connecting consumers with restaurants across Europe. During fiscal year 2025, TheFork delivered rapid financial improvement, reporting a 22% year-over-year revenue increase. Adjusted EBITDA for the segment more than tripled over 2024 levels, confirming the operating leverage of its marketplace model.

The platform operates across 11 European countries, maintaining active commercial relationships with more than 50,000 restaurant partners. TheFork generates revenue through two complementary monetization channels: transaction-based fees charged per seated diner for completed reservations, and recurring B2B software subscriptions.

• Provides restaurants with proprietary Electronic Reservation Booking (ERB) software systems.
• Enables restaurants to manage table availability, optimize floor seating, and run promotional yield pricing.
• The board and management initiated a portfolio review in 2025 to evaluate strategic alternatives for TheFork.

The segment’s operational focus centers on expanding diner reservation frequency, signing high-value restaurants in dense metropolitan areas, and increasing average revenue per restaurant unit (ARPU).

History and Evolution

Tripadvisor was founded in February 2000 to transform consumer travel research through online user reviews. In April 2004, the enterprise was acquired by IAC/InterActiveCorp, which merged the platform into its portfolio of digital consumer assets. In August 2005, IAC spun off its travel businesses, transferring Tripadvisor into Expedia, Inc.. Tripadvisor operated as an operating unit within Expedia for more than six years.

On December 20, 2011, Expedia completed the tax-free corporate spin-off of Tripadvisor into an independent, publicly traded entity. Tripadvisor common stock initiated regular trading on The Nasdaq Global Select Market under the ticker symbol “TRIP” on December 21, 2011.

• February 2000: Company founded to build consumer-generated travel reviews.
• April 2004: Acquired by IAC/InterActiveCorp.
• August 2005: Transferred to Expedia following IAC’s corporate spin-off.
• December 21, 2011: Debuts on Nasdaq as an independent public company.
• December 2012: Liberty Interactive Corporation acquires controlling interest from Barry Diller.
• August 2014: Liberty Interactive spins off interest into Liberty TripAdvisor Holdings, Inc. (LTRIP).
• April 29, 2025: Completes landmark merger with LTRIP, eliminating dual-class control.
• April 29, 2025: Completes corporate redomestication from Delaware to Nevada.
• March 22, 2026: Executes Cooperation Agreement with activist investor Starboard Value LP.

On December 11, 2012, Liberty Interactive Corporation purchased 4.8 million shares of Tripadvisor common stock from former Chairman Barry Diller and affiliates. This gave Liberty beneficial ownership of 18.2 million common shares and 12.8 million Class B shares, securing effective voting control. On August 27, 2014, Liberty spun off this ownership into a separate holding company, Liberty TripAdvisor Holdings, Inc. (LTRIP). LTRIP controlled approximately 56% of Tripadvisor’s total voting power through its 100% ownership of Class B shares, which held ten votes per share.

The April 2025 LTRIP Merger and Capital Simplification

On December 18, 2024, Tripadvisor entered into a definitive Agreement and Plan of Merger to acquire its controlling stockholder, LTRIP. Prior to the transaction, LTRIP owned 14.0 million shares of common stock and 12.8 million shares of Class B common stock. Tripadvisor provided a loan of $327 million to LTRIP, which used the proceeds to settle its 0.50% exchangeable senior debentures in March 2025.

The merger closed on April 29, 2025. Under the transaction terms, LTRIP common shares were converted into $0.2567 per share in cash (approximately $20 million aggregate). Holders of LTRIP 8% Series A preferred stock received approximately $42.5 million in cash and 3,037,959 newly issued Tripadvisor common shares.

Tripadvisor cancelled and retired all 26.8 million shares held by LTRIP, resulting in a net share reduction of approximately 23.8 million shares. This cancelled the super-voting Class B shares, unified all equity into a single class of common stock, and terminated Tripadvisor’s “controlled company” status under Nasdaq rules.

Concurrently on April 29, 2025, Tripadvisor converted its corporate legal domicile from Delaware to Nevada, pursuant to stockholder approval granted in June 2023. In March 2026, the company entered into a Cooperation Agreement with Starboard Value LP. This agreement expanded the Board to ten members, appointed two new independent directors, nominated two additional independent directors, and amended the corporate bylaws to give stockholders the power to call special meetings and act by written consent.

Products and Services

Tripadvisor structures its commercial activities across a series of travel, guidance, and transaction products. Each product addresses specific points in the planning, shopping, and booking lifecycle.

  +-----------------------------------------------------------------------+
  |              TRIPADVISOR INTEGRATED COMMODITY MATRIX                  |
  +-----------------------------------------------------------------------+
  | UPPER-FUNNEL DISCOVERY & INTENT                                       |
  |  * Tripadvisor Guidance Platform (1B+ Reviews & Opinions)             |
  |  * AI Travel Itinerary Generator (OpenAI-powered planning)            |
  |  * Cruise Critic (Cruising advice, forums & media leads)              |
  +-----------------------------------------------------------------------+
                                  |
                                  v
  +-----------------------------------------------------------------------+
  | MID- & LOWER-FUNNEL TRANSACTION MARKETPLACES                          |
  |  * Viator Experiences Marketplace (425K+ tours & activities)          |
  |  * Tripadvisor Experiences Point-of-Sale (Direct bookable tours)      |
  |  * TheFork Dining Platform (50K+ European restaurants, ERB software)  |
  +-----------------------------------------------------------------------+
                                  |
                                  v
  +-----------------------------------------------------------------------+
  | B2B ENTERPRISE & ADVERTISING CHANNELS                                 |
  |  * Hotel Metasearch Auction (CPC / CPA lead generation)               |
  |  * Display Media (CPM campaigns for endemic & non-endemic brands)     |
  |  * TheFork Manager SaaS (Reservation, yield & floor management)       |
  |  * B2B Supply Syndication (Distributing experiences to OTAs/partners)  |
  +-----------------------------------------------------------------------+

Experiences Booking Engine and Global Supply Platform

The experiences booking engine operates across Viator and Tripadvisor points of sale, providing bookable tours, excursions, and attractions. The product operates on a merchant-of-record transaction model. Tripadvisor collects consumer payments at checkout, deducts a contractual commission fee, and remits the remaining balance to the tour operator following service fulfillment.

The platform features automated booking management, customer support, mobile ticket issuance, and fraud mitigation. In 2025, this product facilitated 22.9 million completed bookings, delivering $4.7 billion in gross booking value. The centralized catalog is syndicated to third-party OTAs, airlines, and hospitality websites, earning wholesale distribution revenue.

Hotel Metasearch and Performance Advertising

Hotel Metasearch functions as a price comparison auction for accommodations. Travelers enter destinations and travel dates to review hotel rates aggregated across online travel agencies and direct hotel booking engines.

• Bidding Partners: Online travel agencies, multinational hotel chains, and independent boutique hotels compete in continuous real-time auctions.
• Monetization Structure: Monetized primarily through Cost-Per-Click (CPC) fees paid when a user clicks a partner’s link. It also supports Cost-Per-Acquisition (CPA) arrangements where partners pay a percentage of completed bookings.
• Partner Concentration: Booking Holdings and Expedia Group accounted for approximately 21% of Tripadvisor’s consolidated revenue in 2025. Nearly all of this revenue was generated within the Hotels and Other segment.

Media and Display Advertising

The company sells targeted digital advertising inventory across its web and mobile properties. These solutions are priced on an impression basis (Cost-Per-Thousand, or CPM).

Campaigns are purchased by endemic travel partners (airlines, destination marketing organizations, hotel chains) and non-endemic brands (financial services, consumer electronics, automotive) seeking to reach high-intent consumers.

TheFork Dining Platform and SaaS ERB Software

TheFork provides a consumer dining marketplace and B2B restaurant management software. Diners use web and mobile applications to discover restaurants, view menus, read reviews, and book table reservations across 11 European countries.

Monetization combines transactional fees charged to restaurants per seated diner with recurring software subscriptions. Participating restaurants use TheFork Manager, an Electronic Reservation Booking (ERB) tool, to manage seating inventory, reduce no-shows, track customer preferences, and implement yield-management promotions.

Cruise Critic Community and Guidance Platform

Cruise Critic operates as a specialized consumer platform dedicated to ocean and river cruises. The platform features editorial reviews, cruise ship ratings, user forums, and price comparison engines. Cruise Critic monetizes through click-based performance advertising and display media campaigns funded by cruise lines and travel agencies.

AI-Powered Travel Itinerary Generator

Launched in July 2023, Tripadvisor’s itinerary generator integrates OpenAI’s generative AI technology with the company’s proprietary review and point-of-interest data. The system creates customized multi-day travel itineraries based on natural language prompts.

It matches traveler preferences with bookable experiences and restaurants, directing consumers directly into the company’s transaction funnels.

Brand Portfolio

Tripadvisor manages four distinct digital brands that target specific segments of the travel and dining discovery journey.

+-----------------------------------------------------------------------------------+
|                        TRIPADVISOR BRAND ARCHITECTURE                             |
+-------------------+-------------------+--------------------+----------------------+
| BRAND             | CORE AUDIENCE     | PRIMARY MODEL      | GEOGRAPHIC FOCUS     |
+-------------------+-------------------+--------------------+----------------------+
| Tripadvisor       | Upper-funnel      | Metasearch, CPC,   | Global               |
|                   | discovery, review | CPM, Experiences   | (40+ countries)      |
|                   | researchers       | bookings           |                      |
+-------------------+-------------------+--------------------+----------------------+
| Viator            | Mid-to-lower      | Merchant-of-record | Global               |
|                   | funnel booking    | experiences OTA    | (North America &     |
|                   | travelers         | (commission)       | Europe focus)        |
+-------------------+-------------------+--------------------+----------------------+
| TheFork           | European diners & | Seated diner fees  | Europe               |
|                   | restaurant        | & B2B SaaS         | (11 countries)       |
|                   | operators         | subscriptions      |                      |
+-------------------+-------------------+--------------------+----------------------+
| Cruise Critic     | Cruise travelers  | Lead generation,   | Global               |
|                   | & ocean cruisers  | click-based ads,   | (Cruise itineraries) |
|                   |                   | display media      |                      |
+-------------------+-------------------+--------------------+----------------------+

Tripadvisor (Flagship Brand)

The flagship Tripadvisor platform serves as a global entry point for travel guidance and research. The site hosts over 1 billion reviews and opinions covering 9 million points of interest, accommodations, restaurants, and attractions. It operates in over 20 languages across more than 40 national domains.

Historically focused on hotel price comparisons, the brand increasingly integrates bookable tours and dining reservations into its planning tools and community forums.

Viator

Viator operates as a dedicated online travel agency (OTA) focused entirely on tours, activities, and attractions. It converts high-intent travelers who are actively preparing to book excursions either pre-trip or while in-destination. Viator provides inventory access, mobile ticketing, customer reviews, and multi-currency checkout for over 425,000 bookable activities.

Viator’s supply architecture serves as the underlying engine for all experience bookings across the enterprise.

TheFork

TheFork operates as an online restaurant reservation platform across Europe, maintaining a network of more than 50,000 restaurant partners. It maintains leading regional consumer positions in countries such as France, Italy, and Spain.

The brand provides consumers with table reservation access and promotional dining discounts, while providing restaurateurs with cloud-based table management tools.

Cruise Critic

Cruise Critic operates as an authority in cruise travel research and cruise community discussions. It hosts ship reviews, port guides, deck plans, and cruise-focused discussion boards.

The platform connects cruise shoppers with cruise lines and travel agents, generating performance-based referral fees and targeted display advertising revenue.

Geographical Presence

Tripadvisor maintains a global operational, technological, and commercial presence, with localized websites and applications serving travelers in more than 40 countries and over 20 languages.

Geographic Workforce and Operational Distribution

Global Operating Region	Disclosed Proportion of Total Workforce (as of Dec 31, 2025)	Calculated Employee Headcount (Calculated by FirmsWorld)	Core Operational Activities & Strategic Assets Disclosed
Europe	68%	1,761 employees (Calculated by FirmsWorld)	Headquarters of TheFork; European technology centers; local sales, supply management, and customer support hubs
United States	28%	725 employees (Calculated by FirmsWorld)	Global corporate headquarters (Needham, MA); executive leadership; central engineering, data science, and legal operations
Rest of World	4%	104 employees (Calculated by FirmsWorld)	Regional partner integration; localized supply management; commercial outreach in markets like Singapore and Australia
Global Total	100%	Approximately 2,590 employees	Worldwide operations across digital travel, experiences, and restaurant platforms

Source: Tripadvisor, Inc. Notice of 2026 Annual Meeting and Proxy Statement and 2025 Form 10-K.

Europe

Europe represents Tripadvisor’s largest operational base, housing approximately 68% of its global workforce as of December 31, 2025. The region is the primary operating base for TheFork, which manages restaurant networks across 11 European countries.

Europe also serves as a strategic growth market for the Experiences segment, where the company invests performance marketing capital to acquire traveler demand and expand direct operator partnerships.

Because of its European transaction volume, the group maintains payment institution licenses in the United Kingdom and the European Union to comply with the European Payment Services Directive Two (PSD2).

United States

The United States represents Tripadvisor’s home market and corporate headquarters. The company’s principal executive offices are located in Needham, Massachusetts. As of December 31, 2025, approximately 28% of the company’s employees were based in the United States.

The U.S. workforce houses executive management, core software development, AI and algorithm research, enterprise marketing, legal, and financial reporting teams. The U.S. also generates a significant share of performance advertising revenue from major domestic online travel agencies and hotel partners.

Rest of World

Approximately 4% of Tripadvisor’s workforce operates across the Rest of World region, including facilities in Singapore and Australia. Operations in these markets focus on merchant onboarding, regional customer support, and local advertising sales.

These offices support the expansion of the Experiences supply platform, adding operators across the Asia-Pacific region and international vacation destinations.

Profit and Loss

For the fiscal year ended December 31, 2025, Tripadvisor reported consolidated revenue of $1.9 billion, representing a 3% year-over-year increase compared to $1.8 billion in fiscal 2024. This performance was driven by a 12% revenue increase across its marketplace offerings (Experiences and TheFork), which offset weaker performance in legacy hotel metasearch.

  +------------------------------------------------------------------------+
  |              TRIPADVISOR, INC. P&L PERFORMANCE CONTEXT                 |
  +------------------------------------------------------------------------+
  | Consolidated Revenue: $1.9 Billion (+3% YoY)                           |
  |  * Marketplace Offerings (Experiences + TheFork): +12% Growth          |
  |  * Legacy Hotels & Other: Weaker Performance                           |
  +------------------------------------------------------------------------+
                                      |
                                      v
  +------------------------------------------------------------------------+
  | Consolidated Adjusted EBITDA: $319 Million (Margin: 16.79%)            |
  |  * Experiences Segment Adjusted EBITDA: $91M (vs $79M in FY24)         |
  |  * TheFork Adjusted EBITDA: More than tripled YoY                      |
  +------------------------------------------------------------------------+
                                      |
                                      v
  +------------------------------------------------------------------------+
  | Consolidated GAAP Net Income: $40 Million (Margin: 2.11%)              |
  |  * Up 700% YoY from $5M in FY24                                        |
  |  * Digital Services Taxes (Cost of Sales): $16 Million                 |
  +------------------------------------------------------------------------+

Consolidated Adjusted EBITDA for fiscal 2025 was $319 million, compared to $339 million in 2024. GAAP Net Income rose to $40 million, up from $5 million in 2024. This net income growth was supported by operating efficiencies, disciplined performance marketing, and reduced net share count following the LTRIP merger.

Multi-Year Consolidated Statement of Profit and Loss Indicators

Metric / Financial Indicator	FY 2025	FY 2024	FY 2023	FY 2022	FY 2021
Consolidated Total Revenue	$1.9 billion	$1.8 billion	Not disclosed in context	Not disclosed in context	Not disclosed in context
Consolidated Adjusted EBITDA	$319 million	$339 million	$334 million	$295 million	$100 million
GAAP Net Income (Loss)	$40 million	$5 million	$10 million	$20 million	$(148) million
Experiences Adjusted EBITDA	$91 million	$79 million	Not disclosed in context	Not disclosed in context	Not disclosed in context
Digital Services Taxes (in Cost of Sales)	$16 million	$18 million	$18 million	Not disclosed in context	Not disclosed in context
Independent Auditor Fees (KPMG LLP)	$2,765,337	$2,806,842	Not disclosed in context	Not disclosed in context	Not disclosed in context
Calculated Net Profit Margin	2.11% (Calculated by FirmsWorld)	0.28% (Calculated by FirmsWorld)	Not disclosed in context	Not disclosed in context	Not disclosed in context
Calculated Adjusted EBITDA Margin	16.79% (Calculated by FirmsWorld)	18.83% (Calculated by FirmsWorld)	Not disclosed in context	Not disclosed in context	Not disclosed in context

Source: Tripadvisor, Inc. Notice of 2026 Annual Meeting and Proxy Statement and 2025 Form 10-K.

Digital services taxes levied on digital advertising and marketplace revenue totaled $16 million in 2025, compared to $18 million in 2024 and $18 million in 2023, and were recognized within cost of sales.

Operating performance reflected seasonal patterns, with revenue and profits peaking during the second and third quarters to align with summer leisure travel demand.

Balance Sheet

Tripadvisor significantly restructured its balance sheet and equity capitalization during fiscal 2025. The April 29, 2025 merger with LTRIP resolved the legacy dual-class holding company structure, retired super-voting Class B common stock, and reduced outstanding shares.

  +-------------------------------------------------------------------------+
  |              TRIPADVISOR CAPITAL RESTRUCTURING (APRIL 2025)             |
  +-------------------------------------------------------------------------+
  | LTRIP Holding Cancelled:                                                |
  |  - 14.0 Million Common Shares Cancelled                                 |
  |  - 12.8 Million Super-Voting Class B Shares Retired                     |
  |  = 26.8 Million Total Shares Cancelled                                  |
  +------------------------------------+------------------------------------+
                                       |
                                       v
  +------------------------------------+------------------------------------+
  | Equity Consideration Issued:                                            |
  |  + 3.04 Million New Common Shares Issued to Preferred Stockholder       |
  +------------------------------------+------------------------------------+
                                       |
                                       v
  +------------------------------------+------------------------------------+
  | Net Dilution Impact:                                                    |
  |  = Net Reduction of ~23.8 Million Shares (~21% count decrease)          |
  |  = Single Class of Common Stock ($0.001 par value)                      |
  |  = Zero Controlling Stockholder / Controlled Company Status Terminated  |
  +-------------------------------------------------------------------------+

Capital Structure and Disclosed Balance Sheet Indicators

Metric / Balance Sheet Component	Disclosed Figure / Accounting Status
Common Stock Par Value	$0.001 par value per share
Common Shares Outstanding (Feb 6, 2026)	114,755,221 common shares
Common Shares Outstanding (April 30, 2026)	116,359,654 common shares
Market Value of Non-Affiliate Common Stock	$1,903,322,909 (as of June 30, 2025)
Total Share Count Reduction via Restructuring	Approximately 21% net reduction since end of 2024
Board Authorized Share Repurchase Capacity	$250 million authorized (September 7, 2023)
Share Repurchases Completed in FY 2025	$90 million
Remaining Authorized Repurchase Capacity	$110 million (as of December 31, 2025)
Senior Long-Term Borrowings Disclosed	2026 Senior Notes, Term Loan B Facility, Credit Agreement Facility
Intercompany Settlement Loan to LTRIP	$327 million loan extended in March 2025
Merger Cash Consideration Paid (Common)	Approximately $20 million cash
Merger Consideration Paid (Preferred)	$42.5 million cash and 3,037,959 Tripadvisor common shares
Derivative Protection Instruments	Privately negotiated Capped Call transactions on 2026 Senior Notes

Source: Tripadvisor, Inc. Notice of 2026 Annual Meeting and Proxy Statement and 2025 Form 10-K.

The company’s debt structure includes 2026 Senior Notes and a Term Loan B Facility governed by a secured Credit Agreement. Under this credit facility, Tripadvisor has pledged substantially all corporate assets, including subsidiary equity interests.

To reduce potential equity dilution upon any future conversion of the 2026 Senior Notes, the company entered into privately negotiated capped call derivative transactions.

Cash Flow

Tripadvisor generated $163 million in free cash flow during fiscal year 2025. This cash generation supported simultaneous capital allocation priorities: funding the LTRIP cash consideration, investing in the experiences supply platform, and completing $90 million in common stock repurchases.

In 2024, free cash flow was reduced by a $96 million cash outflow associated with an IRS tax settlement.

  +------------------------------------------------------------------------+
  |             TRIPADVISOR, INC. CASH DEPLOYMENT CYCLE (FY 2025)          |
  +------------------------------------------------------------------------+
  | Operating Cash & Free Cash Flow Generated: $163 Million                |
  +-----------------------------------+------------------------------------+
                                      |
       +------------------------------+------------------------------+
       |                                                             |
       v                                                             v
+-------------------------------+             +-------------------------------+
| CAPITAL RETURNS TO EQUITY     |             | STRATEGIC TRANSACTIONS        |
|  * $90M Open-Market Share     |             |  * $327M Loan to LTRIP        |
|    Repurchases                |             |  * $20M Merger Consideration  |
|  * $110M Remaining Repurchase |             |  * $42.5M Preferred Stock     |
|    Authorization              |             |    Cash Settlement            |
+-------------------------------+             +-------------------------------+

Disclosed Cash Flow and Capital Allocation Metrics

Cash Flow & Capital Deployment Item	FY 2025 Disclosed Cash Amount	FY 2024 Disclosed Cash Amount	Strategic Operational Purpose Disclosed
Consolidated Free Cash Flow	$163 million	Cash flow affected by IRS settlement	Capital for organic R&D, debt service, and corporate buybacks
IRS Tax Audit Settlement Cash Outflow	$0 (settled in prior period)	$96 million net cash outflow	Resolution of historical federal tax transfer pricing examination
Common Share Repurchase Execution	$90 million cash deployed	Not disclosed in context	Open-market share repurchases under the $250M authorization
Loan Cash Advance to LTRIP	$327 million cash advance	Not disclosed in context	Financed settlement of LTRIP 0.50% exchangeable debentures
Cash Consideration for LTRIP Common	Approximately $20 million cash	Not disclosed in context	Cash settlement of $0.2567/share for Series A & B common stock
Cash Consideration for LTRIP Preferred	$42.5 million cash	Not disclosed in context	Cash payout to settle LTRIP 8% Series A preferred stock

Source: Tripadvisor, Inc. Notice of 2026 Annual Meeting and Proxy Statement and 2025 Form 10-K.

The experiences business model introduces seasonal working capital variations. During the first half of each fiscal year, advance customer bookings for summer activities outpace completed tours, creating positive working capital cash inflows.

During the second half of the year—specifically the third quarter—this pattern reverses as tours are completed, requiring cash payments to tour operators and producing negative working capital cash flows.

Board of Directors and Leadership Team

Tripadvisor operates under corporate governance enhancements adopted following the April 2025 merger and the March 2026 Cooperation Agreement with Starboard Value LP. The Board separates the positions of Board Chair and Chief Executive Officer and maintains an independent Lead Independent Director.

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  |              TRIPADVISOR, INC. BOARD OF DIRECTORS NOMINEES               |
  |     90% Independent | 33% Female | Avg Tenure: 5.0 Yrs | Avg Age: 54.9    |
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  | LEAD INDEPENDENT DIRECTOR: Jeremy G. Philips                             |
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  | AUDIT COMMITTEE    | COMPENSATION COMMITTEE         | NOMINATING & GOV   |
  +--------------------+--------------------------------+--------------------+
  | Robert Wiesenthal* | Betsy L. Morgan (Chair)        | Jeremy Philips*    |
  | Jeremy G. Philips  | Dhiren Fonseca                 | Andrew Cates       |
  | Trynka Shineman    | Trynka Shineman Blake          | Betsy L. Morgan    |
  |                    |                                | Robert Wiesenthal  |
  +--------------------+--------------------------------+--------------------+
  | ADDITIONAL DIRECTORS / NOMINEES: Matt Goldberg (CEO), Alex Dichter,      |
  | Laura Bisesto (Nominee), Carl D. Sparks (Nominee)                        |
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  * Indicates Committee Chair

Board Nominee Overview and Committee Composition

Nominee Name	Age	Director Since	Independent Status	Current Board Committee Memberships
Matt Goldberg	55	2022	Non-Independent (President & CEO)	None
Jeremy G. Philips	53	2011	Independent (Lead Independent Director)	Nominating and Corporate Governance (Chair); Audit
Robert S. Wiesenthal	59	2011	Independent	Audit (Chair); Nominating and Corporate Governance
Betsy L. Morgan	57	2019	Independent	Compensation (Chair); Nominating and Corporate Governance
Trynka Shineman Blake	52	2019	Independent	Audit; Compensation
Andrew Cates	55	2026	Independent	Nominating and Corporate Governance
Alex Dichter	58	2025	Independent	None
Dhiren Fonseca	61	2026	Independent	Compensation
Laura Bisesto	41	Nominee	Independent	Committee assignments determined upon election
Carl D. Sparks	58	Nominee	Independent	Committee assignments determined upon election

Source: Tripadvisor, Inc. Notice of 2026 Annual Meeting and Proxy Statement.

Director Nominee Profiles

Matt Goldberg (President, Chief Executive Officer, and Director)

Matt Goldberg has served as President, Chief Executive Officer, and Director of Tripadvisor since July 2022. From February 2020 through June 2022, he served in senior leadership roles at The Trade Desk, including Executive Vice President of North America and Executive Vice President of Global Operations. Goldberg previously served as Global Head of M&A and Strategic Alliances and Head of India for News Corp (2016–2019), and Senior Vice President of Global Market Development at QVC Group (2013–2016).

Earlier in his career, he served for nearly five years as Chief Executive Officer of Lonely Planet. He holds an M.B.A. from Stanford University, an M.A. in International Studies from The University of Melbourne, and a B.A. in English from Cornell University.

Jeremy G. Philips (Lead Independent Director)

Jeremy G. Philips has served as a director since 2011 and is the Lead Independent Director. He chairs the Nominating and Corporate Governance Committee and is a member of the Audit Committee. Philips has been a General Partner at Spark Capital since May 2014.

He previously served as CEO of Photon Group Limited, Executive Vice President in the Office of the Chairman at News Corporation, and co-founder and Vice-Chairman of ecorp. He has served on the board of directors of Angi Inc. since November 2021. He holds a B.A. and LL.B. from the University of New South Wales and an MPA from the Harvard Kennedy School of Government.

Robert S. Wiesenthal (Director)

Robert S. Wiesenthal has served as a director since 2011. He chairs the Audit Committee and is a member of the Nominating and Corporate Governance Committee. He serves as Chief Executive Officer of Blade and Chairman of Strata Critical Medical.

Wiesenthal previously served as Chief Operating Officer of Warner Music Group Corp. (2013–2015) and Executive Vice President and Chief Financial Officer of Sony Corporation of America during a twelve-year tenure at Sony (2000–2012). Earlier, he was Managing Director and Head of Digital Media and Entertainment at Credit Suisse First Boston. He holds a B.A. from the University of Rochester.

Betsy L. Morgan (Director)

Betsy L. Morgan has served as a director since 2019. She chairs the Compensation Committee and sits on the Nominating and Corporate Governance Committee. She is the co-founder of Magnet Companies.

Morgan previously served as Chief Executive Officer of TheBlaze (2011–2015), Chief Executive Officer of The Huffington Post, and Executive in Residence at LionTree. She serves on the boards of Trusted Media Brands, Chartbeat, and TheSkimm. She holds an M.B.A. from Harvard Business School and a B.A. in Political Science and Economics from Colby College.

Trynka Shineman Blake (Director)

Trynka Shineman Blake has served as a director since 2019 and serves on both the Audit and Compensation Committees. She served as Chief Executive Officer of Vistaprint, an operating division of Cimpress N.V., during a fifteen-year tenure through 2019.

She served on the board of SEMRush until its acquisition by Adobe in April 2026, and serves on the board of Twist Bioscience. She previously served on the boards of Ally Financial and UBM PLC. She holds an M.B.A. from Columbia Business School and a B.A. in Psychology from Cornell University.

Andrew Cates (Director)

Andrew Cates was appointed to the Board in March 2026 pursuant to the Cooperation Agreement with Starboard Value LP and serves on the Nominating and Corporate Governance Committee. He is the founder and Managing Member of Value Acquisition Fund LLC and CEO and General Partner of RVC Outdoor Destinations.

Cates previously served on the boards of Pioneer Natural Resources Company (2009–2020) and PICO Holdings Inc. (2016–2017), serving on both audit and compensation committees. He holds a B.B.A. in Finance from The University of Texas at Austin.

Alex Dichter (Director)

Alex Dichter has served as a director since 2025. He is a Senior Advisor to KSL Capital Partners and a Senior Advisor to 26North. From September 1999 to January 2025, Dichter was a Senior Partner at McKinsey & Company, leading the Global Airline, Aviation & Travel Practice.

He serves as Board Chair of Hurtigruten Expeditions, Board Advisor to Tortuga Resorts, and director of FlightRadar24. He holds a bachelor’s degree from Embry-Riddle Aeronautical University and an M.B.A. from The Tuck School of Business at Dartmouth.

Dhiren Fonseca (Director)

Dhiren Fonseca was appointed to the Board in March 2026 pursuant to the Starboard Cooperation Agreement and serves on the Compensation Committee. He serves as Executive Chairman of Rent the Runway, Inc. and advises TPG Global, Certares LP, and GetPica Group.

Fonseca was part of the original Microsoft management team that launched Expedia.com, spending nearly two decades at Expedia Group in executive positions including Chief Commercial Officer. He previously served as CEO of RentPath and has served on the board of Alaska Air Group. He attended the University of Manitoba.

Laura Bisesto (Director Nominee)

Laura Bisesto was nominated to the Board in 2026 pursuant to the Starboard Cooperation Agreement. She has served as Chief of Staff to the Chief Financial Officer of OpenAI since August 2024, leading AI-native finance strategy and operations.

She previously served as Head of Policy and Privacy and Head of Corporate Counsel at Nextdoor Holdings (2020–2024), Director of Policy at Checkr, Head of U.S. State Public Policy at Yahoo, and held public policy leadership roles at Lyft. Earlier, she was an Assistant District Attorney in San Francisco. She holds a B.A. from UCLA and a J.D. from the UC College of the Law, San Francisco.

Carl D. Sparks (Director Nominee)

Carl D. Sparks was nominated to the Board in 2026 pursuant to the Starboard Cooperation Agreement. He has served as Managing Partner at Interlock Partners since 2020. Sparks previously served as CEO of Travelocity Global (2011–2014), CEO of Academic Partnerships (2016–2017), and President and CMO of Gilt Groupe.

He held senior roles at Expedia Group, including General Manager of Hotels.com USA and CMO of Expedia.com. Sparks serves on the boards of Waste Connections, Cint Group AB, and Copart, and previously served on the boards of Avis Budget Group, Dunkin’ Brands, and Vonage. He holds a B.S.E. from Princeton University and an M.B.A. from Harvard Business School.

Retiring Board Members

Gregory B. Maffei (Board Chair) and Albert E. Rosenthaler notified the company on March 18, 2026 of their decisions not to stand for re-election at the 2026 Annual Meeting. Their retirements follow the completion of the LTRIP merger and the elimination of LTRIP’s controlling equity interest. Following the 2026 Annual Meeting, the Board intends to appoint an independent director to serve as Board Chair.

Executive Officers (Non-Director Leadership)

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  |              TRIPADVISOR, INC. EXECUTIVE LEADERSHIP TEAM                |
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  | Matt Goldberg: President and Chief Executive Officer                    |
  | Michael Noonan: Chief Financial Officer                                 |
  | Kristen Dalton: Chief Strategy and Operations Officer                   |
  | Pepijn Rijvers: Chief Business Officer                                  |
  | Almir Ambeskovic: President of TheFork                                  |
  | Seth J. Kalvert: Chief Legal Officer and Secretary (Departing May 2026) |
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• Michael Noonan (Chief Financial Officer): Appointed CFO on October 31, 2022. Previously served as CFO of Noom, Inc. (2020–2022) and Senior Vice President of Finance at Booking Holdings (2016–2020), where he led corporate financial planning, capital budgeting, and investor relations. He held investment banking roles at RBC Capital Markets, NYSE Euronext, J.P. Morgan, and Bear Stearns. He holds an M.B.A. from Duke University and a B.A. from Davidson College.
• Kristen Dalton (Chief Strategy and Operations Officer): Appointed CSOO in November 2025. Joined Tripadvisor in 2019 as Vice President of Finance, later serving as Chief Operating Officer of brand Tripadvisor and President of brand Tripadvisor. She previously spent five years at Vistaprint as Vice President and held senior finance roles at ACE Group, AXA, and Zurich Financial Services. She holds a B.S. in Accounting from Villanova University.
• Pepijn Rijvers (Chief Business Officer): Appointed CBO in November 2025 to oversee commercial operations across brand Tripadvisor and Viator. Joined the company as President of Viator in April 2025. He previously served as Chief Product & Technology Officer at the World Business Council for Sustainable Development and spent over twelve years at Booking.com, including roles as Senior Vice President and Managing Director of Accommodations.
• Almir Ambeskovic (President of TheFork): Appointed President in February 2021. Joined TheFork in 2014 as Italy Country Manager following the acquisition of RestOpolis, an online reservation startup he founded in Milan in 2011. He served as Vice President of Sales and Marketing from May 2020 to January 2021.
• Seth J. Kalvert (Chief Legal Officer and Secretary): Has served as Chief Legal Officer and Secretary since August 2011. He steps down on May 1, 2026, remaining in an advisory capacity to ensure transition continuity. He previously held senior legal roles at Expedia Group and IAC/InterActiveCorp. He holds a J.D. from Columbia Law School and an A.B. from Brown University.

Executive Compensation Analysis

Tripadvisor’s executive compensation program balances base salary, annual performance bonuses, and long-term equity incentives. The Compensation Committee structures executive pay so that variable, at-risk compensation represents 91% of CEO target compensation and 85% of other Named Executive Officer target compensation.

Annual bonus payouts are weighted 75% on financial targets (consolidated revenue and Adjusted EBITDA) and 25% on individual operational objectives. Long-term equity grants are distributed 50% in four-year time-based Restricted Stock Units (RSUs) and 50% in two-year Performance Stock Units (PSUs).

Fiscal 2025 Named Executive Officer Compensation Summary

Executive Name & Position	Base Salary Earned ($)	Stock Awards Fair Value ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total Executive Compensation ($)
Matt Goldberg President & CEO	$900,000	$8,199,994	$840,960	$145,472	$10,086,426
Michael Noonan Chief Financial Officer	$557,693	$3,499,974	$418,611	$27,589	$4,503,867
Seth J. Kalvert Chief Legal Officer	$547,692	$2,499,990	$411,136	$18,750	$3,477,568
Kristen Dalton Chief Strategy & Operations Officer	$508,462	$1,999,998	$342,666	$10,500	$2,861,626
Almir Ambeskovic President, TheFork	$489,646	$2,249,978	$411,666	$96,384	$3,247,674

Source: Tripadvisor, Inc. Notice of 2026 Annual Meeting and Proxy Statement.

For fiscal year 2025, the annual total compensation of the median employee was $105,574. CEO Matt Goldberg’s compensation was $10,086,426, yielding an official CEO-to-median-worker pay ratio of approximately 96 to 1.

Subsidiaries, Associates, and Corporate Entities

Tripadvisor conducts its global consumer and enterprise operations through wholly owned operating subsidiaries.

Disclosed Subsidiary and Entity Holdings

Corporate Subsidiary / Entity	Ownership Stake (%)	Primary Business Purpose & Operational Function
Viator, Inc. / Viator Platforms	100% Wholly Owned	Operates the dedicated global experiences marketplace; develops supply tools for 70,000 tour operators
TheFork (La Fourchette Italy S.r.l. & affiliates)	100% Wholly Owned	Operates dining reservation platforms and Electronic Reservation Booking SaaS across 11 European countries
Cruise Critic	100% Wholly Owned	Operates cruise review platform, traveler forums, and advertising lead generation
Tripadvisor LLC	100% Wholly Owned	Principal U.S. operating company; employs executive officers and manages core digital assets
Telluride Merger Sub Corp. / TellurideSub LLC	100% Wholly Owned	Corporate acquisition entities used to merge and absorb Liberty TripAdvisor Holdings, Inc.

Source: Tripadvisor, Inc. Notice of 2026 Annual Meeting and Proxy Statement and 2025 Form 10-K.

Viator, Inc.

Viator functions as the core subsidiary for Tripadvisor’s marketplace activities. It operates the consumer-facing Viator platform and maintains the shared global supply platform.

Viator manages operator onboarding, payment settlement, dynamic availability schedules, and third-party supply syndication agreements.

TheFork / La Fourchette Italy S.r.l.

TheFork comprises the group’s European restaurant operations, operating through entities such as La Fourchette Italy S.r.l.. It manages consumer dining applications and the proprietary TheFork Manager B2B SaaS software.

The subsidiary maintains localized sales teams, field offices, and restaurant support infrastructure across 11 European markets.

Cruise Critic

Cruise Critic operates as a subsidiary within the Hotels and Other segment. It manages digital media and performance lead channels connecting cruise shoppers with cruise lines and specialized travel agencies.

Other Investments and Commercial Partnerships

Tripadvisor maintains strategic commercial relationships with the world’s largest online travel companies. These agreements govern the purchase of travel leads from Tripadvisor’s metasearch auctions and performance advertising channels.

• Booking Holdings (and subsidiaries): Accounted for 10% or more of consolidated group revenue in both 2025 and 2024.
• Expedia Group (and subsidiaries): Together with Booking Holdings, accounted for approximately 21% of total consolidated revenue in 2025 and 22% in 2024. In 2023, these two partners represented 25% of consolidated revenue.
• Experiences Supply Network: Aggregates more than 70,000 independent tour, attraction, and excursion operators globally. No individual tour operator accounted for more than 10% of revenue in any disclosed period.

Tripadvisor also maintains wholesale syndication agreements with third-party travel websites and corporate partners. These partners integrate Tripadvisor’s experience inventory into their own booking funnels, capturing demand in international regions outside the company’s core direct-marketing footprint.

The company has historically made minority investments in privately held travel and technology businesses. The Form 10-K notes that these minority holdings carry valuation risks and liquidity limitations due to the absence of public trading markets.

Physical Properties and Infrastructure Footprint

Tripadvisor operates through leased corporate offices, co-location data centers, and public cloud hosting facilities.

• Global Corporate Headquarters: Located in a leased corporate office building at 400 1st Avenue, Needham, Massachusetts 02494.
• Regional Technology and Commercial Offices: Leased office facilities across Europe (housing 68% of the global workforce), the United States (housing 28% of employees), and international hubs including Singapore and Australia.
• Systems Infrastructure: Hybrid-cloud infrastructure combining on-premise physical servers at co-location data centers with public cloud capacity hosted across Amazon Web Services (AWS) availability zones.

The co-location data center facility is managed directly by internal systems operations staff and protected by network-level and application-level firewalls. Amazon Web Services provides computing capacity, international availability zones, and offsite storage redundancy for core consumer platforms.

Founders and Historical Corporate Genesis

Tripadvisor was founded in February 2000. Early leadership included Barry Diller, who served as Chairman of the Board and Senior Executive, and Stephen Kaufer, who served as President and Chief Executive Officer through the first half of 2022.

The company grew through internal development and targeted acquisitions. For example, TheFork expanded through the 2014 acquisition of RestOpolis, an online restaurant reservation platform founded in Milan in 2011 by current TheFork President Almir Ambeskovic.

Corporate Parentage and Ownership Evolution

Tripadvisor operated under parent holding company control for much of its corporate history. IAC/InterActiveCorp acquired the business in April 2004, followed by a spin-off into Expedia, Inc. in August 2005. Expedia spun off Tripadvisor as an independent public corporation on December 20, 2011.

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  |               HISTORICAL CORPORATE PARENTAGE TIMELINE                  |
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  | IAC / INTERACTIVECORP                                                  |
  | (Corporate Parent: April 2004 - August 2005)                           |
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                                      |
                                      v
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  | EXPEDIA, INC.                                                          |
  | (Corporate Parent: August 2005 - December 2011)                        |
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                                      v
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  | LIBERTY INTERACTIVE / LIBERTY TRIPADVISOR HOLDINGS, INC. (LTRIP)       |
  | (Controlling Stockholder: December 2012 - April 2025; ~56% Vote)       |
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                                      |
                                      v
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  | INDEPENDENT PUBLIC COMPANY                                             |
  | (Single-Class Common Stock, No Controlling Stockholder; April 29, 2025+) |
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Between December 2012 and April 2025, Liberty Interactive Corporation and its spin-off, Liberty TripAdvisor Holdings, Inc. (LTRIP), exercised voting control over Tripadvisor. LTRIP controlled approximately 56% of total voting power through super-voting Class B common stock.

This parent-subsidiary relationship ended on April 29, 2025, when Tripadvisor completed its merger with LTRIP. The transaction retired LTRIP’s Class B holdings and unified the company’s capitalization into a single class of common stock.

As of April 30, 2026, Tripadvisor operates without a parent company or controlling stockholder.

Investments, Restructuring, and Capital Allocation Priorities

Tripadvisor deployed capital in 2025 across corporate restructuring, technology enhancements, and share repurchases.

• LTRIP Merger and Debt Settlement: Advanced a $327 million loan to LTRIP in March 2025 to retire outstanding debentures, followed by $62.5 million in cash merger consideration to acquire LTRIP and retire 26.8 million shares.
• Share Repurchase Execution: Deployed $90 million in 2025 to buy back shares under the $250 million program authorized on September 7, 2023. As of December 31, 2025, the remaining authorized repurchase capacity stood at $110 million.
• Operating Model Realignment: Enacted a restructuring program on November 5, 2025 to reduce operating expenses in Hotels and Other while reallocating resources to high-growth marketplace initiatives.
• Artificial Intelligence and Technology Infrastructure: Expanded engineering investments in OpenAI-powered itinerary tools, machine learning search ranking systems, and hybrid-cloud infrastructure on Amazon Web Services.
• Portfolio Optimization: Initiated an evaluation of strategic alternatives for TheFork to enhance shareholder value.