Every material Form 8-K TripAdvisor has filed with the SEC since February 20, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Tripadvisor said CEO Matt Goldberg will leave his roles as president, CEO and board member effective February 16, 2027, under a separation agreement signed November 4, 2026. CFO Michael Noonan will resign effective December 31, 2026 to pursue another opportunity, and Chief Strategy and Operations Officer Kristen Dalton will serve as interim CFO starting January 1, 2027. The filing says the departures are not the result of any disagreement with the company, and the board is working with an executive search firm to find successor leadership.
Goldberg's separation package includes $675,000 in base salary payments over 18 months and a $675,000 bonus-based payment, subject to a release and restrictive covenants.
Goldberg remains CEO through February 16, 2027, and Noonan remains CFO through December 31, 2026.
Kristen Dalton, Chief Strategy and Operations Officer since November 2025, becomes interim CFO on January 1, 2027.
Chair Jeremy Philips said the board is working with an executive search firm to identify candidates.
Tripadvisor reported third-quarter 2026 revenue of $436.4 million, down 11% year-over-year, and a GAAP net loss of $316.9 million, driven mainly by a $369.5 million non-cash goodwill impairment in its Hotels and Other segment. The company also closed the sale of TheFork on November 1, 2026 for approximately $741.0 million in net cash, and management expects to prioritize reducing long-term debt; a restructuring plan is expected to yield about $40 million in annualized gross savings.
Revenue was $436.4 million, down 11% from $490.8 million; Experiences fell 3% and Hotels and Other fell 23%.
GAAP net loss was $316.9 million, or $(2.70) per diluted share, including the $369.5 million goodwill impairment.
Non-GAAP net income was $43.4 million, or $0.37 per diluted share, down 36% from $0.58 a year earlier.
TheFork sale closed November 1, 2026 for approximately $741.0 million net cash; restructuring costs are estimated at $15 million to $20 million, mainly in Q4 2026.
Tripadvisor completed the sale of its European online restaurant reservation and management platform, TheFork, to American Express Travel Related Services Company for $700 million in cash. Under a transition services agreement, Tripadvisor will provide services to the buyer for 12 months.
The transaction closed on November 1, 2026.
The purchase price was $700 million in an all-cash transaction, subject to adjustments.
Tripadvisor and the buyer entered into a transition services agreement lasting for 12 months.
Tripadvisor reported second quarter 2026 revenue of $441.9 million, down 7% from $476.0 million a year earlier, and GAAP diluted EPS of $0.19 versus $0.28. The company also disclosed a pending $700.0 million cash sale of its TheFork unit to American Express Travel, with completion expected by the end of 2026, which would reshape its portfolio around experiences.
Revenue fell 7% to $441.9 million; Hotels and Other fell 21% to $163.3 million while Experiences rose 3% to $278.6 million.
GAAP diluted EPS was $0.19 versus $0.28 a year earlier; non-GAAP diluted EPS was $0.35 versus $0.43.
TheFork sale to American Express Travel Related Services for $700.0 million in cash remains subject to regulatory approvals and is expected to close by end of 2026.
Cash and cash equivalents from continuing operations were $843.2 million at June 30, 2026, after $345.4 million was used on April 1, 2026 to repay 2026 Senior Notes.
Tripadvisor signed an equity purchase agreement on August 2, 2026, to sell its European restaurant reservation platform TheFork to American Express Travel Related Services Company for $700 million in cash, subject to adjustments. Closing requires regulatory approvals, including European antitrust clearances, and is expected by the end of 2026, so shareholders will not see the proceeds until then and the deal could still fail.
Buyer will pay $700 million in cash on hand, subject to certain adjustments.
If the deal is terminated for failure to clear regulatory or antitrust hurdles, Buyer owes a $35 million reverse termination fee.
The Company completed the French works council consultation on July 30, 2026, and gave notice of exercise of the put option on August 1, 2026.
Tripadvisor entered into a put option agreement on June 14, 2026, under which American Express Travel Related Services has irrevocably committed to buy TheFork, its European restaurant reservation platform, for $700 million in cash, subject to adjustments. The equity purchase agreement cannot be signed until the French Works Council consultation is complete, and closing is expected by the end of 2026 after regulatory approvals. The company said potential uses of the proceeds include share repurchases, debt paydown, or inorganic investment in its Experiences category.
Buyer is American Express Travel Related Services Company, Inc.; the put option agreement is dated June 14, 2026
Purchase price is $700 million, all cash, subject to certain adjustments, to be paid from the buyer's cash on hand
TheFork's last twelve-month revenue was $232 million and segment adjusted EBITDA was $28 million as of Q1 2026
Transaction is expected to close before the end of 2026, subject to regulatory approvals and customary conditions
Tripadvisor reported first-quarter 2026 revenue of $382.4 million, down 4% from a year earlier, and a GAAP net loss of $32.4 million, or $(0.28) per diluted share, compared with a $11.0 million loss a year earlier. Adjusted EBITDA fell 50% to $22.1 million, and the company repaid $345.4 million of 2026 Senior Notes on April 1, 2026, using cash on hand.
Revenue was $382.4 million versus $398.2 million; Hotels and Other revenue fell 20% to $157.9 million, while Experiences rose 8% to $167.9 million.
GAAP net loss was $32.4 million, or $(0.28) per diluted share, versus a net loss of $11.0 million, or $(0.08), in the first quarter of 2025.
Non-GAAP net loss was $13.1 million, or $(0.11) per diluted share, compared with non-GAAP net income of $20.9 million, or $0.14, a year earlier.
On April 1, 2026, the company fully repaid $345.4 million of 2026 Senior Notes at maturity; cash and cash equivalents were approximately $1.1 billion as of March 31, 2026.
Tripadvisor said Chief Legal Officer and Secretary Seth Kalvert will leave his positions effective May 1, 2026. The company said the departure is not the result of any disagreement over operations, policies, or practices, and it will be treated as a Qualifying Termination under its executive severance plan. Kalvert has agreed to provide transition and advisory services, with terms still to be agreed.
Seth Kalvert leaves the Chief Legal Officer and Secretary roles effective May 1, 2026.
The departure is treated as a Qualifying Termination under the Amended and Restated Executive Severance Plan; the filing does not state severance amounts.
The company says the departure does not stem from any disagreement on operations, policies, or practices.
Kalvert will remain available in an advisory capacity; the terms have not yet been set.
On March 22, 2026, Tripadvisor entered a cooperation agreement with activist investor Starboard Value LP. The Board expanded from eight to ten directors, Dhiren R. Fonseca and Andrew F. Cates were appointed effective immediately, and amended bylaws allow stockholders to act by written consent and call special meetings. For shareholders, the agreement sets the Board's composition for the 2026 Annual Meeting and includes Starboard voting and standstill commitments.
Board increases from eight to ten directors; Fonseca and Cates appointed March 22, 2026, with terms expiring at the 2026 Annual Meeting
Starboard may recommend two additional director candidates for the 2026 Annual Meeting slate
Amended and Restated Bylaws, effective March 22, 2026, permit stockholder action by written consent and stockholder-called special meetings
Starboard agreed to vote its shares for the Board's nominees at the 2026 Annual Meeting and to customary standstill provisions
Tripadvisor said on March 18, 2026 that Chair Greg Maffei and board member Albert Rosenthaler will not stand for re-election at the company's 2026 Annual Meeting of Shareholders. The filing says their decisions were not the result of any disagreement with the company on its operations, policies, or practices. The departures remove two board members, including the chair, and the board will need to address that change before or at the 2026 meeting.
Greg B. Maffei, Chair of the Board, notified the company and board on March 18, 2026 that he will not stand for re-election.
Albert E. Rosenthaler, a board member, gave the same notice on March 18, 2026.
The departures apply to the company's 2026 Annual Meeting of Shareholders.
The filing states the retirements were not the result of any disagreement with the company.
Tripadvisor reported fourth-quarter 2025 revenue of $411 million, flat year over year, and a net loss of $38 million, compared with net income of $2 million a year earlier. For the full year, revenue rose 3% to $1.9 billion and net income was $40 million, or $0.31 per diluted share, but the company also said it is exploring strategic alternatives for TheFork and has launched cost-saving actions expected to save at least $85 million a year.
Q4 2025 revenue was $411 million, flat year over year; Experiences revenue rose 10% to $204 million, while Hotels and Other fell 15% to $151 million.
Q4 2025 net loss was $38 million, or $(0.33) per diluted share, versus $2 million net income in Q4 2024; Q4 adjusted EBITDA was $45 million, down 38%.
Full-year 2025 revenue was $1,891 million, up 3%, with net income of $40 million, or $0.31 per diluted share.
The company expects to use $345 million of cash to repay its 2026 Senior Notes due April 1, 2026, and is exploring strategic alternatives for TheFork.
Tripadvisor reported third-quarter 2025 revenue up 4% to $553 million and GAAP net income of $53 million, or $0.43 per diluted share, versus $0.27 a year earlier. The company also announced a reset of its operating model with a global workforce reduction, expecting at least $85 million in annualized gross cost savings and $35 million to $40 million in related charges, mostly in the fourth quarter of 2025.
Q3 2025 revenue was $553 million, up 4% year over year; GAAP net income was $53 million, or $0.43 diluted EPS, versus $0.27 a year earlier
Expected restructuring and related charges of approximately $35 million to $40 million, mostly in Q4 2025 with the remainder in 2026
At least $85 million in annualized gross cost savings, mostly realized in 2026 and fully realized by 2027
Brand Tripadvisor adjusted EBITDA fell 32% to $59 million; Viator adjusted EBITDA rose 63% to $50 million
Tripadvisor reported second-quarter 2025 revenue of $529 million, up 7% from $497 million a year earlier, and GAAP net income of $36 million, or $0.28 per diluted share, compared with $24 million, or $0.17, a year earlier. For shareholders, the filing shows higher revenue and GAAP earnings per share, although Brand Tripadvisor revenue fell 3% and the filing gives no guidance for future periods in the excerpt provided.
Revenue was $529 million, up 7%; Viator revenue rose 11% to $270 million while Brand Tripadvisor revenue fell 3% to $242 million
GAAP net income was $36 million, or $0.28 diluted EPS, versus $24 million, or $0.17, in Q2 2024
Non-GAAP diluted EPS was $0.46 versus $0.39; Total Adjusted EBITDA was $107 million versus $97 million
The company repurchased about 2.8 million shares for $40 million in the quarter, leaving $160 million available under its program
Tripadvisor reported first-quarter 2025 revenue of $398 million, up 1% from a year earlier, and a GAAP net loss of $11 million, or $0.08 per diluted share, compared with a $59 million loss a year earlier. Non-GAAP net income rose 26% to $21 million, but adjusted EBITDA fell 6% to $44 million, and the filing gives no numeric forward guidance.
Revenue was $398 million, up 1% year-over-year; Viator revenue grew 10% to $156 million while Brand Tripadvisor fell 8% to $219 million.
GAAP net loss was $11 million, or $0.08 per diluted share, versus a net loss of $59 million, or $0.43 per share, in the first quarter of 2024.
Adjusted EBITDA was $44 million, down from $47 million a year earlier; restructuring costs were $10 million.
Cash and cash equivalents were approximately $1.2 billion at March 31, 2025, and the Merger with Liberty TripAdvisor Holdings was completed on April 29, 2025.
Tripadvisor closed its merger with Liberty TripAdvisor Holdings on April 29, 2025, acquiring Liberty TripAdvisor and the Tripadvisor shares it held. The company says the deal left Tripadvisor with a single class of shares and no controlling stockholder, and that its share count fell by approximately 23.8 million. The aggregate transaction value was approximately $430 million, based on the April 28, 2025 closing price of $12.82.
Common holders of Liberty TripAdvisor receive $0.2567 per share in cash, totaling approximately $20 million.
Liberty TripAdvisor preferred holders receive about $42.5 million in cash plus 3,037,959 Tripadvisor common shares.
Approximately $326 million of Exchangeable Debentures were repaid; about $4 million remains to be redeemed within about 30 days after close.
Tripadvisor redomesticated from Delaware to Nevada effective April 29, 2025, and its Nasdaq symbol remains TRIP.
Tripadvisor agreed under a Loan Agreement dated March 20, 2025 to provide a term loan of up to $330.8 million to Liberty TripAdvisor Holdings, which must use the proceeds to repurchase or settle its 0.50% Exchangeable Senior Debentures due 2051 before the merger closes. The loan is secured by a continuing first priority lien on substantially all assets of Liberty TripAdvisor and its guarantors, and repayment is tied to the Merger Agreement's termination. The filing states the loan terms but gives no direct effect on Tripadvisor's reported results.
Term loan facility of $330.8 million (U.S. $330,805,418) under a Loan Agreement dated March 20, 2025
Interest at Adjusted Term SOFR plus 6.00% per year, compounding and paid in kind quarterly beginning June 30, 2025
Principal and accrued interest due on the earlier of the Merger Agreement's Termination Date or 15 business days after the Merger Agreement is terminated, unless extended by agreement
Loan is secured by a first priority lien; prepayment allowed only with Tripadvisor's prior written consent
Tripadvisor signed a second amendment to its credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, adding a $350.0 million upsize to its term loan B facility maturing July 8, 2031. The company says the proceeds will fund the repurchase, repayment or redemption of its 0.25% Convertible Senior Notes due 2026 and general corporate purposes. The loan is secured by substantially all assets of the company and its subsidiary loan parties, and the new tranche has no financial covenant, which shareholders may weigh as added debt.
$350.0 million upsize to the term loan B, maturing July 8, 2031, priced at SOFR plus 2.75%
Proceeds to fund repurchase, repayment or redemption of 0.25% Convertible Senior Notes due 2026, plus general corporate purposes
Goldman Sachs Bank USA is the sole lender on the incremental tranche, with a $350.0 million commitment; the tranche has no financial covenant
Tripadvisor reported fourth-quarter 2024 revenue of $411 million, up 5% year over year, and full-year revenue of $1,835 million, up 3%. Profit fell sharply: fourth-quarter GAAP net income was $2 million, or $0.01 per diluted share, down from $32 million, or $0.22, a year earlier, and adjusted EBITDA declined 13% to $73 million.
Q4 2024 revenue was $411 million, up 5%; Brand Tripadvisor revenue fell 6% to $204 million, while Viator rose 16% to $186 million.
Q4 2024 GAAP net income was $2 million ($0.01 diluted EPS), down 94% from $32 million ($0.22); non-GAAP diluted EPS was $0.30 versus $0.38.
Full-year 2024 GAAP net income was $5 million ($0.04 diluted EPS), down from $10 million ($0.08) in 2023.
Restructuring costs were $21 million in Q4 2024, with an estimated $9 million to $11 million more expected in Q1 2025.
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