Results of Operations and Financial Condition. On 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 o…

Entry Into a Definitive Material Agreement. As 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 platfor…

Entry Into a Definitive Material Agreement. 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 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…

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 Forward-Looking Statements Certain statements included in this Curre…

Results of Operations and Financial Condition. On 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 amen…

Regulation FD Disclosure. On 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…

Chief Legal Officer and Secretary — Seth Kalvert: Mr. Kalvert will leave his position as Chief Legal Officer and Secretary of the Company effective May 1, 2026.

Entry Into a Material Definitive Agreement. On 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 Co…

Director — Dhiren Fonseca and Andrew F. Cates: Two new directors were appointed to the Board.

Director — Greg B. Maffei, Albert E. Rosenthaler: Mr. Maffei and Mr. Rosenthaler will not stand for re-election at the Company's 2026 Annual Meeting of Shareholders.

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 Ac…

Director — Greg O’Hara: The filing reports the resignation of a director and the immediate appointment of a qualified successor, which is a routine board composition change rather than a loss of senior executive management.

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…

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 Exchan…

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 o…

Results of Operations and Financial Condition. On May 7, 2025, Tripadvisor, Inc. issued a press release announcing its preliminary financial results for the quarter ended March 31, 2025. The full text of this press release is furnished as Exhibits 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 ame…

Change in Control of Registrant. As a result of the Transactions, TRIP is no longer a “controlled company” within the meaning of the listing rules of the Nasdaq Stock Market LLC.

Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. At the effective time of the Merger (the “ Effective Time ”), pursuant to the Merger Agreement: · each share of Series A common stock, par value $0.01, of LTRIP (the “ Series A Common Stock ”) and Series B common stock, par value $0.01, of LTRIP (the “ Series B Common Stock ” and together with the Series A Common Stock,…

Entry into a Material Definitive Agreement. Pursuant to the Agreement and Plan of Merger, dated December 18, 2024, by and among Tripadvisor, Inc., a Delaware corporation (“TRIP”), Liberty TripAdvisor Holdings, Inc., a Delaware corporation (“LTRP”), and Telluride Merger Sub Corp., a Delaware corporation (the “Merger Agreement”), TRIP agreed to provide a loan facility to LTRP to enable LTRP to repurchase or settle LTRP’s 0.50% Exchangeable Senior Debentures due 2051 (the “Exchangeable Debenture…

Entry into a Material Definitive Agreement. On March 20, 2025, Tripadvisor, Inc., a Delaware corporation (the “Company”), Tripadvisor Holdings, LLC, a Massachusetts limited liability company (“Holdings”), and Tripadvisor LLC, a Delaware limited liability company (“Tripadvisor”), entered into the Second Amendment (the “Amendment”) by and among the Company, Holdings, Tripadvisor, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Ag…

Regulation FD Disclosure. On March 20, 2025, the Company issued a press release regarding the Tack-On Incremental Term Loan B Facility. A copy of the press release is attached hereto as Exhibit 99.2. The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and 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 in…

Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01, “Entry into a Material Definitive Agreement,” above is hereby incorporated by reference into this

Results of Operations and Financial Condition. On February 20, 2025, Tripadvisor, Inc. issued a press release announcing its preliminary financial results for the quarter and year ended December 31, 2024. The full text of this press release is furnished as Exhibits 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 A…

Entry into a Material Definitive Agreement. On December 18, 2024 Tripadvisor, Inc., a Delaware corporation (“ TRIP ”), Liberty TripAdvisor Holdings, Inc., a Delaware corporation (“ LTRP ”) and Telluride Merger Sub Corp., a Delaware corporation (“ Merger Sub ”) and an indirect wholly-owned subsidiary of TRIP, entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), pursuant to which and subject to the terms and conditions therein (i) Merger Sub will be merged with and into LTRP…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Pursuant to the Merger Agreement, under certain circumstances, TRIP will provide a loan facility (the “ TRIP Loan Facility ”) to LTRP of approximately $ 330 million, to repay the Debentures prior to Closing, which facility, among other things: (i) will be a term loan (which may be in the form of a delayed draw term facility), (ii) will have an interest rate equal to (A) the secur…