TRIP

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2026

TRIPADVISOR, INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada

001-35362

80-0743202

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

400 1st Avenue Needham, MA 02494

(Address of Principal Executive Offices) (Zip Code)

(781) 800-5000 Registrant’s Telephone Number, Including Area Code Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

TRIP

Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.

Results of Operations and Financial Condition.

On February 12, 2026, Tripadvisor, Inc. issued a press release announcing its preliminary financial results for the quarter and year ended December 31, 2025. 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, except as expressly set forth by specific reference in such a filing.

Item 7.01.

Regulation FD Disclosure.

In the fourth quarter of 2025, the Company announced the realignment of its operating model to support its long-term goals and strategic priorities. As a result, in consultation with the Company's Chief Executive Officer (“CEO”), who also is the chief operating decision maker (“CODM”), we evaluated our operations and realigned the reportable segment information which our CODM regularly assesses to evaluate performance for operating decision-making purposes, including allocation of resources. The revised segment reporting structure consists of the following reportable segments: (1) Experiences; (2) Hotels and Other; and (3) TheFork. All prior period segment disclosure information in Exhibit 99.1 and Exhibit 99.2 to this Form 8-K filed February 12, 2026 has been recast to conform to the current segment reporting structure. This recast had no effect on our unaudited condensed consolidated financial statements in any period. We have included comparative figures by recasting summary historical results for the quarters within and for the years ended December 31, 2025, 2024, and 2023, on a segment basis as Exhibit 99.1 and Exhibit 99.2 to our Form 8-K filed February 12, 2026. Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, 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.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

Exhibit

Number

Description

99.1

Press Release of Tripadvisor, Inc. dated February 12, 2026 regarding earnings.

99.2

Memo regarding Changes in Segment Information dated February 12, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersi

8-K

0001526520false00015265202025-11-062025-11-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025

TRIPADVISOR, INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada

001-35362

80-0743202

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

400 1st Avenue Needham, MA 02494

(Address of Principal Executive Offices) (Zip Code)

(781) 800-5000 Registrant’s Telephone Number, Including Area Code Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

TRIP

Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.

Results of Operations and Financial Condition.

On November 6, 2025, Tripadvisor, Inc. issued a press release announcing its preliminary financial results for the three and nine months ended September 30, 2025. 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, except as expressly set forth by specific reference in such a filing.

Item 2.05.

Costs Associated with Exit or Disposal Activities.

On November 6, 2025, the Company issued a press release announcing the realignment of its operating model to support the Company’s long-term goals and positioning as an experiences-led and AI-enabled company. This realignment will include a reduction of the Company’s global workforce and a substantial portion of the costs associated with this course of action will relate to severance payments, employee benefits and other associated costs. The Company expects at least $85 million in annualized gross cost savings, the majority of which are expected to be realized in 2026 and fully realized by 2027. The Company estimates that it will incur charges of approximately $35 million to $40 million in connection with these actions, primarily consisting of cash expenditures for employee severance payments, employee benefits and other related costs. We expect that the substantial portion of these charges will be incurred during the fourth quarter of 2025, with the remaining expensed during 2026. The estimated charges and the timing of such charges are based on certain assumptions, including local law requirements in various jurisdictions, and actual amounts may differ materially from such estimates. We may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur as a result of or in connection with the implementation of the planned workforce reduction.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 3, 2025, Greg O’Hara notified the Company of his decision to resign from the Board of Directors (the “Board”), effective November 3, 2025. Mr. O’Hara’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. On November 5, 2025, the Board appointed Alex Dichter to the Board. Currently, Mr. Dichter serves as senior advisor to KSL Capital Partners, a private equity fund focused on investments in Hospitality and Travel, and SkyLink, a cor

8-K

0001526520false00015265202025-08-072025-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025

TRIPADVISOR, INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada

001-35362

80-0743202

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

400 1st Avenue Needham, MA 02494

(Address of Principal Executive Offices) (Zip Code)

(781) 800-5000 Registrant’s Telephone Number, Including Area Code Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

TRIP

Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.

Results of Operations and Financial Condition.

On August 7, 2025, Tripadvisor, Inc. issued a press release announcing its preliminary financial results for the three and six months ended June 30, 2025. 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, except as expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.

Exhibit

Number

Description

99.1

Press Release of Tripadvisor, Inc. dated August 7, 2025 regarding earnings.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

TRIPADVISOR, INC.

Date: August 7, 2025

By:

/S/ MICHAEL NOONAN

Michael Noonan

Chief Financial Officer