Official announcements (8-K)

Shared documents (Item 9.01)

Attached documents only, such as a press release.

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

In the company's wordsThe Board of Directors (the “Board”) of Tripadvisor, Inc., a Nevada corporation (the “Company”), determined that a leadership transition was in the best interests of the Company and its shareholders, and Chief Executive Officer Matt Goldberg agreed. The Board and Mr. Goldberg agreed that he will depart from his roles as President, CEO and member of the Board, effective February 16, 2027. In connection with the separation, on November 4, 2026, the Company and Mr. Goldberg entered into a negotiated separation agreement and release of claims. Pursuant to the agreement: • the Company will pay Mr. Goldberg fifty percent (50%) of his annual base salary for 18 months, an amount …

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

In the company's wordsOn November 5, 2026, the Company issued a press release regarding management departures. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The information furnished with Item 7.01 of this Form 8-K, including exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

In the company's wordsOn November 5, 2026, Tripadvisor, Inc. issued a press release announcing its preliminary financial results for the three and nine months ended September 30, 2026. The full text of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Pursuant to General Instruction B.2. to Form 8-K, the information set forth in Items 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities …

Completed buying or selling a business or major assets (Item 2.01)

Buying or selling a business changes what the company owns and how it earns money.

In the company's wordsOn November 1, 2026, Tripadvisor, Inc., a Nevada corporation (the “Company”), consummated the sale of the legal entities comprising the Company’s online restaurant reservation and management platform in Europe known as “TheFork” (the “Business”) to American Express Travel Related Services Company, Inc., a New York corporation (“Buyer”), pursuant to the Equity Purchase Agreement entered into on August 2, 2026 (the “Equity Purchase Agreement”). Under the terms of the Equity Purchase Agreement, Buyer acquired the Business for $700 million, subject to certain adjustments, in an all-cash transaction (the “Transaction”). Concurrently with the consummation of the Transaction, …

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

In the company's wordsOn August 6, 2026, Tripadvisor, Inc. issued a press release announcing its preliminary financial results for the three and six months ended June 30, 2026. The full text of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Pursuant to General Instruction B.2. to Form 8-K, the information set forth in Items 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or …

Signed a major agreement (Item 1.01)

A major new contract can change what the company sells, spends or owes.

In the company's wordsAs previously disclosed, on June 14, 2026, Tripadvisor, Inc., a Nevada corporation (the “Company”), entered into a put option agreement (the “Put Option Agreement”) with American Express Travel Related Services Company, Inc., a New York corporation (“Buyer”), pursuant to which Buyer provided an irrevocable commitment to acquire (the “Put Option”) the legal entities comprising the Company’s online restaurant reservation and management platform in Europe known as “TheFork” (the “Business”), pursuant to the terms and conditions set forth in the Equity Purchase Agreement attached to the Put Option Agreement (the “Equity Purchase Agreement”). Pursuant to the Put Option …

Shared shareholder vote results (Item 5.07)

How shareholders voted on board members and proposals.

In the company's wordsThe annual meeting of stockholders of Tripadvisor, Inc., a Nevada corporation (the “Company”), was held on June 29, 2026 (the “Annual Meeting”). According to the inspector of elections, the stockholders present by proxy represented 89,378,900 shares of common stock, entitled to one vote per share. The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes with respect to each proposal voted upon at the Annual Meeting are set forth below. Proposal 1—Election of Directors. The stockholders voted on the election of ten directors of the Company, each to serve for a one-year term from the date of his or her election and until …

Signed a major agreement (Item 1.01)

A major new contract can change what the company sells, spends or owes.

In the company's wordsOn June 14, 2026, TripAdvisor, Inc., a Nevada corporation (the “Company”), entered into a put option agreement (the “Put Option Agreement”) with American Express Travel Related Services Company, Inc., a New York corporation (“Buyer”). Pursuant to the Put Option Agreement, Buyer provided an irrevocable commitment to acquire (the “Put Option”) the legal entities comprising the Company’s online restaurant reservation and management platform in Europe known as “TheFork” (the “Business”) pursuant to the terms and conditions set forth in the Equity Purchase Agreement attached as an exhibit to the Put Option Agreement (the “Equity Purchase Agreement”). In accordance with …

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

In the company's wordsOn June 15, 2026, the Company issued a press release regarding the execution of the Put Option Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The information furnished with Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing. Cautions Concerning …

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

In the company's wordsOn May 7, 2026, Tripadvisor, Inc. issued a press release announcing its preliminary financial results for the quarter ended March 31, 2026. The full text of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Pursuant to General Instruction B.2. to Form 8-K, the information set forth in Items 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, …

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

In the company's wordsOn April 6, 2026, Tripadvisor, Inc. (the “Company”) issued a press release regarding its 0.25% Convertible Senior Notes due 2026 (“2026 Senior Notes”). A copy of the press release is attached hereto as Exhibit 99.1. Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

In the company's wordsTripadvisor, Inc., a Nevada corporation (the “Company”), and Seth Kalvert have agreed that Mr. Kalvert will leave his position as Chief Legal Officer and Secretary of the Company effective May 1, 2026. Mr. Kalvert’s departure will be treated as a Qualifying Termination for purposes of the Company’s Amended and Restated Executive Severance Plan and Summary Plan Description (the “Severance Plan”). Mr. Kalvert's departure is not the result of any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices. The Company thanks Mr. Kalvert for his contributions and wishes him well in his future endeavors. Following his departure, …

Signed a major agreement (Item 1.01)

A major new contract can change what the company sells, spends or owes.

In the company's wordsOn March 22, 2026, Tripadvisor, Inc, (the “Company”) entered into a cooperation agreement (the “Agreement”) with Starboard Value LP and certain of its affiliates (collectively, “Starboard”). Pursuant to the Agreement, the Company agreed (i) to increase the size of the Board of Directors of the Company (the “Board”) from eight to ten; (ii) to appoint each of Andrew F. Cates and Dhiren R. Fonseca (the “New Appointees”) as directors of the Company effective immediately, with each of their terms expiring at the 2026 annual meeting of the Company’s stockholders (the “2026 Annual Meeting”); and (iii) to the extent that each New Appointee is able and willing to continue to serve …

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

In the company's wordsThe description of the matters included under Item 1.01 are incorporated into this Item 5.02 by reference. On March 22, 2026, the Board appointed Dhiren Fonseca and Andrew F. Cates to the Board. Mr. Cates has been appointed to the Nominating and Corporate Governance Committee and Mr. Fonseca has been appointed to the Compensation and Section 16 Committee. Dhiren R. Fonseca, age 61, has served as Executive Chairman of Rent the Runway, Inc. (NASDAQ: RENT), an American e-commerce platform, since October 2025. Additionally, Mr. Fonseca has served as an Advisor to each of TPG Global, LLC, a private equity firm, since May 2025, GetPica Group S.p.A, an AI content delivery …

Changed its company rules or financial year (Item 5.03)

Changes to the company's rules or the dates of its financial year.

In the company's wordsEffective March 22, 2026, the Board approved and the Company is filing herewith as Exhibit 3.01 Amended and Restated Bylaws (the “A&R Bylaws”), which supersede and replace the Company’s existing bylaws in their entirety effective as of such date. The A&R Bylaws were amended to, among other things, (i) permit stockholder action by written consent and provide that any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would …

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

In the company's wordsOn March 23, 2026, the Company and Starboard jointly issued a press release regarding the Cooperation Agreement and the New Appointees. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The information furnished with Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

Announced cost cutting or restructuring (Item 2.05)

Restructuring usually brings one-off costs now, aimed at lower costs later.

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

Shared shareholder vote results (Item 5.07)

How shareholders voted on board members and proposals.

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

Ended a major agreement (Item 1.02)

Losing a major agreement can affect future sales or costs.

Completed buying or selling a business or major assets (Item 2.01)

Buying or selling a business changes what the company owns and how it earns money.

Change in who controls the company (Item 5.01)

A new controlling owner can change the company's direction.

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

Announced another event (Item 8.01)

Another event the company chose to report publicly.

Signed a major agreement (Item 1.01)

A major new contract can change what the company sells, spends or owes.

Signed a major agreement (Item 1.01)

A major new contract can change what the company sells, spends or owes.

Took on a major new debt or obligation (Item 2.03)

New borrowing adds to what the company owes and the interest it pays.

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

Signed a major agreement (Item 1.01)

A major new contract can change what the company sells, spends or owes.

Took on a major new debt or obligation (Item 2.03)

New borrowing adds to what the company owes and the interest it pays.

Sold shares without a public offering (Item 3.02)

New shares spread the profit across more shares (dilution).

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.