1 unchanged sentence
Market Information
−Removed: Our common stock is quoted on The Nasdaq Global Select Market under the ticker symbol “TRIP.” Our Class B common stock is not listed and there is no established public trading market for that security.
−Removed: As of February 11, 2025, all of our Class B common stock was held by LTRIP.
+Added: Our common stock is quoted on The Nasdaq Global Select Market under the ticker symbol “TRIP.” On April 29, 2025, the Company repurchased and retired our previously issued and outstanding Class B common stock.
+Added: Refer to “Note 1:
+Added: Organization and Business Description ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information.
Performance Comparison Graph
8 unchanged sentences
Holders of Record
−Removed: As of February 11, 2025, there were 127,581,730 outstanding shares of our common stock held by 1,620 stockholders of record, and 12,799,999 outstanding shares of our Class B common stock held by one stockholder of record:
+Added: As of February 6, 2026, there were 114,755,221 outstanding shares of our common stock held by 1,387 stockholders of record.
We did not declare or pay any dividends during the years ended December 31, 2025, 2024, or 2023.
Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend on our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions and other factors deemed relevant by our Board of Directors.
−Removed: In addition, our ability to pay dividends is limited by the terms of our Credit Agreement.
+Added: In addition, our ability to pay dividends is limited by the terms of the Credit Agreement.
Refer to “Note 8:
5 unchanged sentences
Unregistered Sales of Equity Securities
−Removed: During the quarter ended December 31, 2024, we did not issue or sell any shares of our common stock, Class B common stock or other equity securities pursuant to unregistered transactions in reliance upon an exemption from the registration requirements of the Securities Act.
+Added: During the quarter ended December 31, 2025, the Company did not issue or sell any shares of our common stock or other equity securities pursuant to unregistered transactions in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended.
Issuer Purchases of Equity Securities
On September 7, 2023, our Board of Directors authorized the repurchase of $250 million in shares of our common stock under a share repurchase program.
−Removed: Our Board of Directors authorized and directed management, working with the Executive Committee of our Board of Directors, to affect the share repurchase program in compliance with applicable legal requirements.
−Removed: The Executive Committee of our Board of Directors will determine the price, timing, amount and method of such repurchases based on its evaluation of market conditions and other factors, and at prices determined to be attractive and in the best interests of both the Company and its stockholders.
−Removed: This share repurchase program, which has a term of two years, does not obligate the Company to acquire any particular number of shares and may be modified, suspended or discontinued at any time.
−Removed: During the quarter ended December 31, 2024, we did not repurchase any shares of our common stock under our existing share repurchase program.
+Added: Our Board of Directors authorized and directed management to effect the share repurchase program in compliance with applicable legal requirements.
+Added: Management will determine the price, timing, amount and method of such repurchases based on its evaluation of market conditions and other factors, and at prices determined to be attractive and in the best interests of both the Company and its stockholders.
+Added: This share repurchase program does not have a fixed expiration date or obligate the Company to acquire any particular number of shares and may be modified, suspended or discontinued at any time.
As of December 31, 2025, we had $110 million remaining available to repurchase shares of our common stock under this authorized share repurchase program.
+Added: A summary of information regarding our common stock repurchases during the fourth quarter of 2025 is set forth in the table below:
+Added: Total Number of Shares Purchased
+Added: Average Price Paid per Share (1)
+Added: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
+Added: Maximum Number (or Approximate U.S.
+Added: dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
+Added: October 1 to October 31
+Added: November 1 to November 30
+Added: December 1 to December 31
+Added: (1) Exclusive of fees and commissions.
+Added: Selected Financial Data.
+Added: Not applicable.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.