What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-13 compared with 2025-02-20 · 740 added, 636 removed, 1692 unchanged (45% of the section changed)

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Our actual results may differ from the results discussed in any forward looking statements, which may be due to factors discussed in “Risk Factors” and elsewhere in this Annual Report on Form 10-K.

The Tripadvisor group operates as a family of brands with a purpose of connecting people to experiences worth sharing.

Our vision is to be the world’s most trusted source for travel and experiences.

The Company operates across three business segments:

Brand Tripadvisor, Viator, and TheFork.

We leverage our brands, technology platforms, and capabilities to connect our large, global audience with partners by offering rich content, travel guidance products and services, and two-sided marketplaces for experiences, accommodations, restaurants, and other travel categories.

Brand Tripadvisor’s purpose is to empower everyone to be a better traveler by serving as the world’s most trusted and essential travel guidance platform.

Since Tripadvisor’s founding in 2000, the Tripadvisor brand has developed a relationship of trust and community with travelers and experience seekers by providing an online global platform for travelers to discover, generate, and share authentic user-generated content (“UGC”) in the form of reviews and opinions for destinations, points-of-interest (“POIs”), experiences, accommodations, restaurants, and cruises in over 40 countries and in more than 20 languages across the world.

Tripadvisor offers more than 1 billion user-generated reviews and opinions on over 9 million experiences, accommodations, restaurants, airlines, and cruises.

Tripadvisor’s online platform attracts one of the world’s largest travel audiences, with hundreds of millions of visitors annually.

Viator’s purpose is to bring extraordinary, unexpected, and forever memorable experiences to more people, more often, wherever they are traveling.

In doing so, Viator elevates tens of thousands of businesses, large and small.

Viator delivers on its purpose by enabling travelers to discover and book iconic, unique and memorable experiences from experience operators around the globe.

Our online marketplace is comprehensive and easy-to-use, connecting millions of travelers to the world’s largest supply of bookable tours, activities and attractions—nearly 400,000 experiences from more than 65,000 operators.

Viator is a pure-play experiences online travel agency (“OTA”) singularly focused on the needs of both travelers and operators with the largest supply of bookable experiences available to travelers.

TheFork’s purpose is to deliver happiness through amazing dining experiences as the leading online restaurant booking platform in Europe.

At the forefront of championing restaurant culture, TheFork harnesses technology to promote real life connections between diners and restaurateurs.

With a network of approximately 55,000 partner restaurants across 11 countries, nearly 40 million app downloads and more than 20 million reviews, TheFork is a go-to platform for all food lovers to enjoy unforgettable restaurant experiences.

Through TheFork, users can easily find restaurants according to their preferences, check real-time availability, instantly book online 24/7, benefit from special offers and pay directly to the restaurants.

For restaurateurs, TheFork's technology enables them to optimize reservation management and occupancy rates, increase bookings and visibility, limit the impacts of no-shows, manage payments and streamline operations, all while accessing the broadest community of loyal diners.

The Tripadvisor group (the “Group”) is a portfolio of global online platforms purpose-built to connect travelers with experiences, accommodations, restaurants and other relevant travel destination points of interest (“POIs”).

Our mission is to be the world’s most trusted source for travel and experiences.

We offer travelers the ability to search, discover, book, and review experiences, hotels, and restaurants seamlessly through our two-sided marketplaces across three primary consumer-facing brands:

Viator, Tripadvisor, and TheFork.

Tripadvisor also plays a unique role in broader travel planning and guidance, offering authentic traveler-submitted reviews and content, travel planning tools and related technology to instill confidence for travelers in every part of their travel journey.

The Company measures its financial performance within the following reportable segments:

Experiences, Hotels and Other, and TheFork.

The Company’s strategy is focused on growing and scaling its Experiences and TheFork marketplaces, which we believe represents an attractive long-term value creation opportunity, while optimizing its legacy offerings within the Hotels and Other segment for profitability.

The Experiences segment includes both Viator and Tripadvisor points-of-sale.

Viator is a pure-play experiences online travel agency (“OTA”), offering an online global marketplace focused on merchandising bookable experiences to travelers that typically have relatively higher purchase intent either pre-destination or in-destination.

Tripadvisor is an online global travel guidance platform that also merchandises experiences to its audience, which more commonly serves travelers in the discovery and planning phases.

The Hotels and Other segment primarily consists of the Tripadvisor hotel and restaurant guidance platform, which includes hotel

metasearch, and related advertising offerings primarily for hotels and restaurants.

TheFork segment operates an online dining marketplace by enabling diners to discover and book reservations with restaurants in Europe.

The Group’s globally recognized brands and extensive user-generated content (“UGC”) support traveler search, discovery, and planning, which in-turn generates high-intent demand for its experiences and dining marketplace offerings as well for commercial partners in the hotels category and advertising opportunities for endemic and non-endemic advertisers.

In turn, clickstream and behavioral data reflecting traveler intent, transactional data from its experiences and dining marketplaces, UGC, and structured and unstructured data related to millions of POIs attractions, and destinations enhance the customer experience through product enhancements and personalization, reinforcing the discovery and engagement loop over time.

In addition, the breadth, depth, and scale of first party data is uniquely valuable in the Company’s pursuit to innovate in the application of artificial intelligence (“AI”) for travel and experiences discovery, planning, and booking.

The online travel industry in which we operate is large, highly dynamic and competitive.

We describe below current trends affecting our overall business and segments, including uncertainties that may impact our ability to execute on our objectives and strategies.

Public health-related events, such as a pandemic;

political instability, geopolitical conflicts, including the evolving events in the Middle East and between Ukraine and Russia;

acts of terrorism;

fluctuations in currency values’ and changes in global economic conditions, are examples of other events that could have a negative impact on the travel industry and, as a result, our financial results in the future.

We generate a significant amount of direct traffic from search engines, including Google, through strong search engine optimization (“SEO”) performance across all segments.

We believe our SEO traffic acquisition performance has been negatively impacted, and may be impacted in the future, by search engines (primarily Google) changing their search result placement and underlying algorithms to increase the prominence of their own products in search results across our business.

This has most notably impacted our hotel meta offering within our Brand Tripadvisor segment.

In response to the large underpenetrated market for experiences, Viator continues to invest in product, supply, and marketing to drive bookings and grow market share.

Over the long-term, we are focused on driving a greater percentage of our bookings from direct channels.

We are doing this by continuing to focus on increasing our brand loyalty and improving the user experience across products on our website and mobile app, providing high-quality customer service, and offering leading customer choice for online bookable experiences supply.

In addition, we are evolving and growing our partnerships with leading global and e-commerce brands and general OTAs to increase demand for experiences and drive positive unit economics.

The global experiences market is large, growing, and highly fragmented, with the vast majority of bookings still occurring through traditional offline sources.

We expect to benefit from ongoing market tailwinds as consumers increasingly book experiences online and consumer behavior continues to allocate discretionary spending more to travel and experiences and away from physical goods.

We describe below current trends affecting our overall business and segments, including opportunities, but also uncertainties that may impact our ability to execute on our objectives and strategies.

Our Experiences and TheFork businesses are two-sided online marketplaces, which have exhibited consistent revenue growth and improving profitability.

The Company’s consolidated revenue and adjusted EBITDA continue to shift more towards its marketplace businesses, as shown in our segment financial information.

Importantly, as of the year ended December 31, 2025, the Experiences and TheFork segments represented approximately 60% of the Company’s consolidated revenue and 35% of our consolidated adjusted EBITDA.

As the Company continues to execute on its growth strategies and invest in these marketplace businesses, we expect these trends to continue to grow in the future.

We expect this will result in less exposure to our media-based and click-based advertising offerings.

In particular, our highest strategic priority is to extend our position as a leader in the experiences category.

The global experiences market is large, growing, highly fragmented, and under penetrated, with the vast majority of bookings still occurring through traditional offline sources.

We expect to benefit from ongoing market tailwinds as consumers increasingly book experiences online and consumer behavior continues to allocate more discretionary spending to travel and experiences and away from physical goods.

Likewise, the global restaurants category is also benefiting from increased online adoption by both consumers and restaurant partners, particularly in Europe.

Given the competitive positioning of our businesses relative to the attractive growth prospects in the experiences and restaurant categories, we expect to continue to invest in these categories across Tripadvisor group and, in particular, within the Viator and TheFork segments, to continue growing revenue, operating scale, and market share gains for the long-term.

For information regarding our business strategy and business models, see the discussion set forth in Part I, Item 1.

“Business,” of this Form 10-K under the captions “Our Business Strategy,” and “Our Business Models.”

These trends present attractive growth opportunities for our business, as well as to many competitors.

Given the competitive positioning of our businesses relative to the attractive growth prospects in the experiences and restaurant categories, we expect to continue to invest in these categories across Tripadvisor Group to continue growing revenue, operating scale, and market share for the long-term.

We generate a significant amount of direct traffic from search engines, including Google, through search engine optimization (“SEO”) performance across all segments.

We believe our SEO traffic acquisition performance has been negatively impacted by search engines changing their search result placement and underlying algorithms to increase the prominence of their own products in search results across our business.

We believe that our Hotels and Other segment will continue to be impacted by these challenges and others, including AI overviews displacing top-ranked links, reduced click-through rates and a shift towards platform based non-traditional search.

Heightened geopolitical tensions and conflicts, including the evolving events in the Middle East and between Ukraine and Russia;

acts of terrorism;

political instability and public-health related events are examples of events that could have a negative impact on the travel industry and, as a result, our financial results.

In addition, changes in legislative or regulatory policies, including changes in U.S.

and international tax laws;

announced or implemented changes in tariffs;

fluctuations in interest rates, tax rates and foreign exchange rates and changes in global economic conditions can have material impacts on consumer spending and travel.

For information regarding our business model, industry and market opportunities, and business strategy, refer to the discussions set forth in Part I, Item 1.

of this Form 10-K under the captions “ Our Business Model ,” “ Our Industry and Market Opportunity ,” and “ Our Business Strategy .”

Recent Developments

Tripadvisor and Liberty TripAdvisor Planned Merger

On December 18, 2024, the Company and LTRIP entered into an agreement and plan of merger (the "Merger Agreement") whereby Tripadvisor will acquire Liberty TripAdvisor (the "Merger").

In connection with the Merger, (i) the shares of LTRIP Series A Common Stock and Series B Common Stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $0.2567 per share in cash (without interest), totaling approximately $20 million in the aggregate;

(ii) all of the shares of LTRIP's 8% Series A Cumulative Redeemable Preferred Stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive, in the aggregate, approximately $42 million in cash, without interest, and 3,037,959 validly issued, fully paid and non-assessable shares of the Company's common stock;

and (iii) LTRIP's 0.50% Exchangeable Senior Debentures of approximately $330 million will be repaid in accordance with their terms.

Pursuant to the Merger Agreement, the Company will provide a loan facility (the “TRIP Loan Facility”) to LTRIP of approximately $330 million, to repay LTRIP debentures prior to the closing of the Merger.

The TRIP Loan Facility will be repaid on the earlier of (i) the closing of the Merger, and (ii) 15 business days after the valid termination of the Merger Agreement or (b) such later date as jointly agreed to by LTRIP and the Company.

The transaction is expected to close in the second quarter of 2025, and based on 10-day volume-weighted average share price (“VWAP”) of $13.98 at December 17, 2024, the expected aggregate transaction value to be paid by the Company is approximately $435 million (which includes approximately $392 million of cash consideration and 3,037,959 validly issued, fully paid and non-assessable shares of the Company's common stock based on 10-day VWAP of $13.98 at December 17, 2024).

The implied share price for the acquisition of such shares of the Company's common stock from LTRIP is $16.21 (which reflects a premium of approximately 16% based on the 10-day VWAP as of December 17, 2024).

Refer to “Note 1:

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.

Restructuring and Related Reorganization Actions

During the fourth quarter of 2024, the Company approved and subsequently initiated a set of actions across its businesses in order to reduce its cost structure, improve operational efficiencies, and realign its workforce with its strategic initiatives.

As a result, the Company incurred pre-tax restructuring and other related reorganization costs totaling $21 million, which consisted of a one-time contract termination fee to a third-party professional services firm and employee severance and related benefits.

Restructuring and Related Reorganization Action & Reportable Segments Changes

On November 5, 2025, the Company initiated a series of cost savings actions following a decision to realign its operating model across its Experiences segment and Hotels and Other segment (formerly Viator and Brand Tripadvisor segments, respectively) to support the Company’s positioning as an experiences-led and AI-enabled company.

These cost savings actions primarily include a global workforce reduction, as well as other targeted operating expense reductions.

As a result, 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.

Related to these actions, the Company incurred pre-tax restructuring and other related reorganization costs of approximately $33 million during the fourth quarter of 2025, which consisted of employee severance and related benefits, primarily in our Hotels and Other segment, and to a lesser extent, our Experiences segment.

The Company expects to incur additional pre-tax restructuring and other related reorganization costs of approximately $4 million primarily during the first quarter of 2026, also consisting of employee severance and related benefits related to these actions.

We expect these cost reduction measures related to these actions to be fully expensed by the Company during the first quarter of 2026.

Refer to “Note 7:

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Segment and Geographic Information ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information regarding restructuring and other related reorganization costs incurred for each reportable segment.

As a result of subsequent actions, the Company expects to incur additional pre-tax restructuring and other related reorganization costs in an estimated range of $9 million to $11 million during the first quarter of 2025, consisting of employee severance and related benefits, primarily in the Brand Tripadvisor segment.

We expect these cost reduction measures to be completed by the Company during the first quarter of 2025.

As a result of the Company’s priorities, including but not limited to, extending its position as a global leader in the experiences category, it has combined its Viator and Brand Tripadvisor experiences operations, within the new Experiences segment to support this initiative.

Following the Company’s decision to combine its Viator and Brand Tripadvisor experiences operations during the fourth quarter of 2025, our reportable segments have been reorganized as follows:

(1) Experiences, (2) Hotels and Other;

and (3) TheFork.

As we focus our efforts on the Company’s positioning as an experiences-led company, we continue to evaluate strategic alternatives related to TheFork as part of our broader portfolio review.

This re-segmentation had no impact on TheFork segment.

Refer to “Note 18:

Segment and Geographic Information ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information.

Tripadvisor and Liberty TripAdvisor Merger

As previously disclosed in our 2024 Annual Report on Form 10-K, on December 18, 2024, the Company and LTRIP entered into the Merger Agreement, whereby Tripadvisor would acquire LTRIP.

On April 29, 2025, the Merger closed (the “Merger Date”).

The aggregate transaction price of the Merger was $437 million, consisting of:

(i) $431 million in cash and common stock consideration paid in connection with the repurchase, plus (ii) approximately $19 million in direct expenses and fees associated with the repurchase;

partially offset by (iii) $13 million in LTRIP net operating loss carryforwards (“NOLs”), tax effected, retained by the Company.

As a result of the Merger, the Company is no longer a controlled company under the Nasdaq Stock Market Listing Rules.

Prior to the Merger, assets held by LTRIP substantially consisted of shares of the Company’s common stock.

As of the close of the Merger, LTRIP beneficially owned approximately 26.8 million shares of the Company's common stock, consisting of 14.0 million shares of common stock and 12.8 million shares of Class B common stock.

As a result, the Company accounted for the Merger as a repurchase of the Company's common stock previously held by LTRIP.

Refer to “Note 1:

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.

Retirement of Treasury Shares

On April 29, 2025, the Company’s Board of Directors approved the retirement of all common stock and Class B common stock held as treasury stock by the Company, thereby canceling approximately 53.1 million shares of our common stock, with a carrying value of approximately $1.3 billion.

The retirement of these shares resulted in a reduction in both the carrying value of treasury stock and additional paid-in capital of approximately $1.3 billion on our consolidated balance sheet.

There was no net effect to the Company’s total stockholders’ equity balance on its consolidated balance sheet due to the retirement of these shares.

Refer to “Note 14:

Stockholders’ Equity ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information.

Term Loan B Facility

On July 8, 2024, under the Amended Credit Agreement, the Company issued a $500 million Term Loan B Facility maturing July 8, 2031, with an interest rate based on secured overnight financing rate ("SOFR") plus 2.75%.

On July 15, 2024, the Company used these borrowed funds to fully redeem the outstanding $500 million, 2025 Senior Notes.

The Term Loan B Facility was offered at 99.75% of par and is required to be paid down at 1.00% of the aggregate principal amount per year, repayable in quarterly installments on the last day of each calendar quarter, commencing December 31, 2024, equal to 0.25% of the original principal amount with the balance due on the maturity date.

On March 20, 2025, under the Amended Credit Agreement (defined below), the Company increased its existing Term Loan B Facility in the amount of $350 million, maturing July 8, 2031, with an interest rate based on SOFR plus 2.75% (the “Tack-On Incremental Term Loan B Facility”).

The Tack-On Incremental Term Loan B Facility was offered at 98.56% of par.

The proceeds from the Tack-On Incremental Term Loan B Facility will be used to fund the repurchase, repayment or redemption of the Company's outstanding 2026 Senior Notes, which matures on April 1, 2026, and for general corporate purposes.

Refer to “Note 8:

Debt ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information.

As previously disclosed, in August 2023, we received a Notices of Proposed Adjustments (“NOPA”) from the IRS for the 2014 through 2016 tax years relating to certain transfer pricing arrangements with our foreign subsidiaries.

In response, we requested competent authority assistance under the Mutual Agreement Procedure (“MAP”) for the 2014 through 2016 tax years.

In January 2024, we received notification of a MAP resolution agreement for the 2014 through 2016 tax years, which we accepted in February 2024.

In connection with this IRS audit settlement:

(i) during the second quarter of 2024, we made a payment to the IRS of $141 million, inclusive of estimated interest, (ii) during the second half of 2024, we made various state tax payments totaling $26 million, inclusive of estimated interest, and (iii) during the fourth quarter of 2024, we received a competent authority refund of $42 million, inclusive of net interest income, from a foreign jurisdiction.

This IRS audit settlement resulted in total net operating cash outflow during 2024 of $105 million, which includes federal tax benefits from these payments of $20 million.

Restructuring and Related Reorganization Action

During the fourth quarter of 2024, the Company approved and subsequently initiated a set of actions in order to reduce its cost structure, improve operational efficiencies, and realign its workforce with its strategic initiatives.

As a result, the Company incurred pre-tax restructuring and other related reorganization costs totaling $21 million, during the fourth quarter of 2024, which consisted of a one-time contract termination fee to a third-party professional services firm and employee severance and related benefits.

In addition, as a result of these actions taken, the Company incurred additional pre-tax restructuring and other related reorganization costs of approximately $10 million during the three months ended March 31, 2025, which consisted of employee severance and related benefits, primarily in our former Brand Tripadvisor segment.

Refer to “Note 7:

Income Taxes ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K and the “Contingencies” discussion below for further information regarding potential material contingencies related to ongoing audits regarding income taxes.

Accrued Expenses and Other Current Liabilities ” and “Note 18:

Segment and Geographic Information ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information.

Critical Accounting Estimates

We prepare our consolidated financial statements and accompanying notes in accordance with GAAP.

We prepare our consolidated financial statements and accompanying notes in accordance with generally accepted accounting rules in the United States (“GAAP”).

Preparation of the consolidated financial statements and accompanying notes requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements as well as revenue and expenses during the periods reported.

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Refer to “Note 2:

Significant Accounting Policies ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for an overview of our significant accounting policies and any new accounting pronouncements that we have adopted or that we plan to adopt that have had or may have an impact on our financial statements.

accounting pronouncements that we have adopted or that we plan to adopt that have had or may have an impact on our financial statements.

A discussion of information about the nature and rationale for our critical accounting estimates is below:

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Consolidated Results of Operations

Revised Operating Expense Presentation

During the fourth quarter of 2024, the Company revised its operating expense captions on its consolidated statement of operations to better align the Company’s financial presentation with how management assesses performance and makes strategic decisions in its business operations, and to provide additional clarity and understanding of our operating expenses for investors.

Prior year amounts have been reclassified to conform to the current period presentation.

The revised presentation did not result in any changes to previously reported revenues, total costs and expenses, operating income (loss), income (loss) before income taxes, or net income (loss).

For further information, refer to “Note 2:

Significant Accounting Policies ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K.

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 our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), we evaluated our operations and updated our reportable segment information which the CODM regularly assesses to evaluate performance for operating decision-making purposes, including allocation of resources.

The revised segment reporting structure includes the following reportable segments:

(1) Experiences;

(2) Hotels and Other;

and (3) TheFork.

This re-segmentation had no impact to TheFork segment.

For further information, including the change in segments and principal revenue streams within these segments, refer to “Note 18:

Segment and Geographic Information ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K.

All prior period segment disclosure information has been recast to conform to the current reporting structure in this Form 10-K.

This recast had no effect on our consolidated financial statements in any period.

A discussion regarding our financial condition and results of operations for fiscal year 2025 compared to fiscal year 2024 is presented below.

A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023 can be found in Part II, Item 7.

"Management’s Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 16, 2024, except for the discussion related to consolidated operating expenses which are presented below.

We have included a discussion of certain operating expense captions for fiscal year 2023 compared to fiscal year 2022, given the changes made to those same operating expenses captions, as noted above.

"Management’s Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025, except for the discussions related to our new Experiences and Hotels and Other reportable segments as a result of our revised segment reporting structure, as noted above.

We have included a discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023, where applicable, as we believe the changes in our Experiences and Hotels and Other reportable segments is a material change for investors to understand the financial condition, changes in financial conditions, and results of operations of these revised reportable segments.

Results of Operations

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Adjusted EBITDA (1)

= not meaningful

(1) Consolidated Adjusted EBITDA is considered a non-GAAP measure as defined by the SEC.

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Revenue and Segment Information

Brand Tripadvisor Segment

Experiences Segment

Year ended December 31,

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Adjusted EBITDA Margin by Segment (2)

(1) Brand Tripadvisor segment revenue figures are shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis.

(1) Refer to “Note 18:

Segment and Geographic Information ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for a discussion of intersegment revenue and expenses for all periods presented.

(2) Refer to “Note 18:

Segment and Geographic Information ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for expense information needed in order to reconcile to the consolidated operating expense captions on the consolidated statements of operations.

(2) “Adjusted EBITDA Margin by Segment” is defined as Adjusted EBITDA by segment divided by revenue by segment.

Brand Tripadvisor revenue decreased by $82 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to a decrease in hotel meta revenue and, to a lesser extent, a decrease in hotel B2B revenue.

Adjusted EBITDA in our Brand Tripadvisor segment decreased $47 million during the year ended December 31, 2024 when compared to the same period in 2023, while adjusted EBITDA margin decreased by 2 percentage points during the year ended December 31, 2024 when compared to the same period in 2023.

The decrease in adjusted EBITDA was primarily due to a decrease in revenue, as noted above, partially offset by a decrease in the segment's operating expenses during the year ended December 31, 2024 when compared to the same period in 2023 of $35 million, primarily related to a decrease in marketing expenses, primarily paid online traffic acquisition costs, and to a lesser extent a decrease in personnel costs.

The decrease in adjusted EBITDA margin during the year ended December 31, 2024 when compared to the same period in 2023, was largely due to an increase in personnel costs as a percent of revenue.

The following is a detailed discussion of the revenue sources within our Brand Tripadvisor segment:

Year ended December 31,

Brand Tripadvisor:

(in millions, except percentages)

Tripadvisor-branded hotels

% of Brand Tripadvisor revenue*

Media and advertising

% of Brand Tripadvisor revenue*

Tripadvisor experiences and dining (1)

% of Brand Tripadvisor revenue*

Total Brand Tripadvisor Revenue

*Percentages may not total to 100% due to rounding

(1) Tripadvisor experiences and dining revenue within the Brand Tripadvisor segment is shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis.

Refer to “Note 18:

Segment and Geographic Information ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for a discussion of intersegment revenue for all periods presented.

Tripadvisor-branded Hotels Revenue

Tripadvisor-branded hotels revenue decreased $74 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to a decrease in hotel meta revenue and, to a lesser extent, a decrease in hotel B2B revenue as the Company transitioned from a sales-led model to a self-service model during 2024.

The decrease in hotel meta revenue during the year ended December 31, 2024 when compared to the same period in 2023 was driven by declines in U.S.

hotel meta revenue and, to a lesser extent, European hotel meta revenue, primarily due to weaker demand related to increased competition in paid online marketing channels and continued headwinds impacting direct channels, including SEO traffic, contributing to a decrease in click volumes, and to a lesser extent, a deceleration in cost-per-click (“CPC”) rates, particularly in the U.S.

Media and Advertising Revenue

Media and advertising revenue consists of revenue from display-based advertising (or “media advertising”) across our platform and increased $5 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to an increase in overall advertising campaigns and pricing.

Advertising through creative offerings and programmatic advertising, more than offset declines in traditional display advertising that correlates more closely with traffic volume, as well as the broader display advertising market, which is growing slower than other advertising formats.

Tripadvisor Experiences and Dining Revenue

Tripadvisor experiences and dining revenue includes intercompany (intersegment) revenue consisting of affiliate marketing commissions earned primarily from experience bookings, and to a lesser extent, restaurant reservation bookings on Tripadvisor-branded websites and mobile apps, fulfilled by Viator and TheFork, respectively, which is eliminated on a consolidated basis, in addition to revenue earned from Brand Tripadvisor’s restaurant offerings.

Tripadvisor experiences and dining revenue decreased $7 million during the year ended December 31, 2024 when compared to the same period in 2023, due to a decline in dining revenue as the Company transitioned from a sales-led model to a self-service model during 2024.

Other Revenue

Other revenue, which includes vacation rentals revenue, in addition to primarily click-based advertising and display-based advertising revenue from cruise, flights, and rental cars offerings on Tripadvisor websites and mobile apps, decreased by $6 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to a decline in vacation rentals revenue as this offering continues to be strategically de-emphasized.

Viator Segment

Key Operating Metrics

We use the operating metrics described below to assist us in measuring our operations performance, identifying trends, formulating projections and making strategic decisions for the Experiences segment.

We are not aware of any uniform standards for calculating these metrics, which may hinder comparability with other companies that may calculate similarly titled metrics in a different way.

Management believes it is useful to monitor these metrics together and not individually as it does not make business decisions based upon any single metric.

We regularly review our processes and may adjust how we calculate these metrics to improve their accuracy.

We make these key metrics available to investors because we believe they are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making, and because they may be used by investors to help analyze the health of our business.

None of these metrics should be considered as an alternative to any measure of financial performance calculated in accordance with GAAP.

Number of Experience Bookings

We define an experience booking as a single tour, activity, or attraction that can be purchased through Viator's platform for one or several travelers, prior to adjustments such as date changes, refunds, or cancellations.

This metric is reported at the time the booking is made.

As an example, a single experience booked in January for three travelers would be reported as one experience booking in the first quarter.

We believe that the number of experience bookings, an operational measure, is a useful indicator of the scale of our marketplace.

The number of experiences booked were approximately 22.9 million, 19.7 million, and 17.5 million for the years ended December 31, 2025, 2024, and 2023, respectively, an increase of approximately 16% and 12%, respectively, when compared to the same periods in 2024 and 2023, primarily driven by growth on Viator’s branded site and app as well as third-party points of sale.

Gross Booking Value (“GBV”)

GBV represents the total dollar value of experience bookings powered by the Viator platform in a given period prior to any adjustments such as date changes, refunds or cancellations.

GBV is an operational measure that provides an indication of total engagement and economic activity driven by our platform in a given period by all marketplace constituents (travelers, experiences operators, and partners).

Management uses GBV for operational decision-making purposes to monitor the growth, scale, and reach of its online marketplace as well as assess the health of its global ecosystem.

Accordingly, management does not consider GBV to be an indicator of revenue or any other financial statement measure.

GBV reached $4.7 billion, $4.2 billion, and $3.7 billion for the years ended December 31, 2025, 2024, and 2023, respectively, an increase of approximately 13% and 12%, respectively, when compared to the same periods in 2024 and 2023, primarily due to growth in the number of experience bookings as discussed above, partially offset by a decline in pricing.

The decline in pricing was primarily due to growth in third-party points of sale which generally sell lower priced products compared to the Viator and Tripadvisor points of sale.

Revenue and Adjusted EBITDA

Experiences segment revenue increased by $84 million and $103 million for the years ended December 31, 2025 and 2024, respectively, when compared to the same periods in 2024 and 2023, respectively.

The increase in revenue was primarily driven by growth in bookings volume, partially offset by a decline in pricing, as discussed above.

In addition, we estimate that the Experiences' revenue growth rate was positively impacted by foreign currency fluctuations of approximately 2% during the year ended December 31, 2025 when compared to the same period in 2024, while this impact was not material during the year ended December 31, 2024 when compared to the same period in 2023.

Adjusted EBITDA in our Experiences segment improved by $12 million and $46 million during the years ended December 31, 2025 and 2024, respectively, when compared to the same periods in 2024 and 2023, and adjusted EBITDA margin improved by 0.5 percentage points and 4.9 percentage points, respectively, during the years ended December 31, 2025 and 2024, respectively, when compared to the same periods in 2024 and 2023.

The improvement in adjusted EBITDA was primarily due to an increase in revenue as noted above, partially offset by an increase in marketing costs, variable costs related to revenue growth, such as credit card payment processing fees, and an increase in personnel costs to support business growth.

The improvement in adjusted EBITDA margin was primarily due to lower marketing costs as a percent of revenue.

Hotels and Other Segment

Year ended December 31,

1 unchanged sentence

Cost of sales

Marketing (2)

Personnel (exclusive of stock-based compensation)

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Adjusted EBITDA Margin by Segment (3)

= not meaningful

(1) Hotels and Other segment revenue figures are shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis.

Refer to “Note 18:

(2) Viator segment marketing expenses are shown gross of intersegment (intercompany) expenses, which is eliminated on a consolidated basis.

(2) Refer to “Note 18:

(3) “Adjusted EBITDA Margin by Segment” is defined as Adjusted EBITDA by segment divided by revenue by segment.

Viator segment revenue increased by $103 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily driven by growth in booking volume across all points of sale in all major geographies and, to a lesser extent, an increase in pricing.

Adjusted EBITDA in the Viator segment improved by $33 million during the year ended December 31, 2024 when compared to the same period in 2023, and adjusted EBITDA margin improved by 4 percentage points during the year ended December 31, 2024 when compared to the same period in 2023.

The improvement in adjusted EBITDA and adjusted EBITDA margin was primarily due to differences in marketing channel mix driving increased spend efficiency.

These improvements were partially offset by increased personnel costs to support growth, and to a lesser extent, increased licensing costs, as well as revenue generation costs resulting from credit card payments in direct correlation with the increase in revenue, all negatively impacted adjusted EBITDA.

Hotels and Other revenue decreased by $68 million during the year ended December 31, 2025 when compared to the same period in 2024, driven by declines across all revenue streams, as discussed below.

Adjusted EBITDA in our Hotels and Other segment decreased $47 million during the year ended December 31, 2025 when compared to the same period in 2024, while adjusted EBITDA margin decreased by 3.5 percentage points during the year ended December 31, 2025 when compared to the same period in 2024.

The decrease in adjusted EBITDA was primarily due to a decrease in revenue, as noted above, partially offset by a decrease in the segment's operating expenses of $21 million during the year ended December 31, 2025 when compared to the same period in 2024, primarily related to a decrease in personnel costs related to cost reduction measures discussed above, partially offset by an increase in marketing expenses, primarily paid online traffic acquisition costs.

The decrease in adjusted EBITDA margin during the year ended December 31, 2025 when compared to the same period in 2024, was largely due to an increase in marketing costs as a percent of revenue.

Hotels and Other revenue decreased by $83 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to a decrease in hotel meta revenue and, to a lesser extent, a decrease in hotel B2B revenue.

Adjusted EBITDA in our Hotels and Other segment decreased $61 million during the year ended December 31, 2024 when compared to the same period in 2023, while adjusted EBITDA margin decreased by 3.9 percentage points during the year ended December 31, 2024 when compared to the same period in 2023.

The decrease in adjusted EBITDA was primarily due to a decrease in revenue, as noted above, partially offset by a decrease of $22 million in the segment's operating expenses during the year ended December 31, 2024 when compared to the same period in 2023, primarily related to a decrease in marketing costs, primarily paid online traffic acquisition costs, and to a lesser extent a decrease in personnel costs.

The decrease in adjusted EBITDA margin during the year ended December 31, 2024 when compared to the same period in 2023, was largely due to an increase in personnel costs as a percent of revenue.

The following is a detailed discussion of the revenue sources within our Hotels and Other segment:

Year ended December 31,

Hotels and Other:

(in millions, except percentages)

% of Hotels and Other revenue*

Media and advertising

% of Hotels and Other revenue*

Total Hotels and Other Revenue

*Percentages may not total to 100% due to rounding

(1) Tripadvisor dining revenue within the Hotels and Other segment is shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis.

Refer to “Note 18:

Hotels Revenue

Hotels revenue decreased $34 million during the year ended December 31, 2025 when compared to the same period in 2024, primarily due to a decrease in hotel metasearch revenue and, to a lesser extent, a decrease in hotel B2B revenue.

These decreases were driven primarily by continued headwinds impacting both free and paid marketing channels, resulting in lower click volumes, which more than offset growth in pricing as measured in cost-per-click rates (“CPCs”).

Growth in CPCs was due in part to certain product changes made that improved qualified referrals to our partners and, as a result, increased CPCs, across all geographies.

Media and Advertising Revenue

Media and advertising revenue, which primarily consists of revenue from display-based advertising across our Tripadvisor Group platform, decreased $18 million during the year ended December 31, 2025 when compared to the same period in 2024.

The decrease was primarily due to declines in traditional display and programmatic advertising (together sometimes referred to as “on platform” advertising) that correlates closely with overall traffic volume which declined during the last three quarters of 2025, due to the aforementioned traffic headwinds.

Other Revenue

Other revenue includes click-based advertising and display-based advertising revenue from our cruise, vacation rentals, flights, and rental cars offerings on Tripadvisor websites and mobile apps, as well as, Tripadvisor dining revenue.

Tripadvisor dining revenue includes intercompany (intersegment) revenue consisting of affiliate marketing commissions earned primarily from restaurant reservation bookings on Tripadvisor-branded websites and mobile apps, fulfilled by TheFork, which is eliminated on a consolidated basis, in addition to revenue earned from Hotels and Other’s own B2B restaurant offerings.

Other revenue decreased approximately $16 million and $14 million during the years ended December 31, 2025 and 2024, respectively, when compared to the same periods in 2024 and 2023, primarily due to the strategic decision to de-emphasize our vacation rentals offering, as well as ongoing dynamics in restaurants related to our go-to-market shift from a sales-led model to a self-service model.

As the Company enters 2026, it no longer offers travelers access to vacation rentals, flights and rental cars offerings on its platform.

TheFork Segment

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(3) “Adjusted EBITDA Margin by Segment” is defined as Adjusted EBITDA by segment divided by revenue by segment.

TheFork segment revenue increased by $27 million during the year ended December 31, 2024 when compared to the same period in 2023, driven primarily by increased booking volumes largely in direct channels and, to a lesser extent, an increase in pricing.

TheFork segment revenue increased by $40 million during the year ended December 31, 2025 when compared to the same period in 2024, driven primarily driven by booking volume growth largely in TheFork's branded channel and, to a lesser extent, increased adoption of its premium online reservation booking software offering and third-party partnership revenue.

In addition, we estimate TheFork's revenue growth rate was positively impacted by foreign currency fluctuations of approximately 5% during the year ended December 31, 2025 when compared to the same period in 2024.

Adjusted EBITDA in TheFork segment improved by $15 million during the year ended December 31, 2025 when compared to the same period in 2024, and adjusted EBITDA margin improved by 6.3 percentage points during the year ended December 31, 2025 when compared to the same period in 2024.

The improvement in adjusted EBITDA was primarily due to an increase in revenue as noted above, and lower personnel costs, partially offset by an increase in paid online traffic acquisition costs and other costs to support revenue growth.

The improvement in adjusted EBITDA margin was primarily due to lower personnel costs as a percent of revenue.

The improvement in adjusted EBITDA was primarily due to an increase in revenue as noted above, partially offset by increased marketing costs, in addition to an increase in cost of sales to support certain third-party partner relationships during 2025.

The improvement in adjusted EBITDA margin was primarily due to lower personnel costs as a percentage of revenue.

Consolidated Expenses

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Cost of sales

Cost of sales increased $12 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to increased direct costs from credit card payment processing fees and other revenue-related transaction costs of $7 million in the Viator segment in direct correlation with the increase in revenue, as Viator serves as the merchant of record for the significant majority of its experience booking transactions, and to a lesser extent, increased direct revenue generation costs related to media production costs in the Brand Tripadvisor segment, as well as other costs to support revenue growth in TheFork segment.

These increased costs were partially offset by a decrease in non-income related taxes of $4 million in our Viator segment.

Cost of sales increased $41 million during the year ended December 31, 2023 when compared to the same period in 2022, primarily due to increased direct costs from credit card payment processing fees and other revenue-related transaction costs of $20 million in the Viator segment in direct correlation with the increase in revenue, and to a lesser extent, increased direct revenue generation costs related to media production costs in the Brand Tripadvisor segment and incremental digital service taxes of $9 million, primarily in the Viator segment, for the year ended December 31, 2023.

Marketing expenses consist of direct costs, including traffic generation costs from paid online traffic acquisition costs (including SEM and other online traffic acquisition costs), syndication costs and affiliate marketing commissions, social media costs, brand advertising (including connected television, traditional television and other offline advertising), promotions and public relations.

Cost of sales increased $13 million during the year ended December 31, 2025 when compared to the same period in 2024, primarily due to an increase in variable costs supporting revenue growth including credit card payment processing fees and other transaction related costs in Experiences and TheFork, partially offset by lower digital service taxes (“DST”), largely due to $3 million in incremental DST during 2024 related to enacted tax legislation in Canada requiring retrospective application, which did not reoccur in 2025.

affiliate marketing commissions, social media costs, brand advertising (including connected television, traditional television and other offline advertising), promotions and public relations.

Year ended December 31,

(in millions)

Marketing - Brand Tripadvisor

Marketing - Viator

Marketing - Experiences

Marketing - Hotels and Other

Marketing - TheFork

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Total Marketing

Marketing costs increased $24 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily driven by an increase in overall marketing costs in the Viator and TheFork segments of $53 million, in order to capture consumer demand, including increased investment within the Viator segment focused on growing market share, acquiring new customers, and driving brand awareness, partially offset by a decrease in overall marketing costs in the Brand Tripadvisor segment of $28 million.

Marketing costs increased $129 million during the year ended December 31, 2023 when compared to the same period in 2022.

This incremental expense was primarily driven by an increase of $147 million in overall marketing costs, the substantial majority of which was incurred within the Viator segment of $128 million, net of intersegment (intercompany) marketing expenses of $40 million, and to a lesser extent, the Brand Tripadvisor segment of $19 million, in order to capture consumer demand, including increased investment within these segments in order to grow market share, slightly offset by a decrease in overall marketing costs in TheFork segment of $17 million.

Marketing costs increased $63 million during the year ended December 31, 2025 when compared to the same period in 2024, primarily driven by an increase in marketing costs in Experiences, and to a lesser extent, Hotels and Other and TheFork as paid online marketing costs across all our segments increased as part of our overall paid marketing channel mix and prioritization.

Personnel expenses consist primarily of salaries, payroll taxes, bonuses, employee health and other benefits, and stock-based compensation.

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Total Personnel

Personnel costs increased $1 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily driven by costs to support business growth in the Viator segment, partially offset by a reduction in headcount related to our cost-reduction measures taken during 2023 in the Brand Tripadvisor and TheFork segments.

Stock-based compensation increased $24 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to a modification during the first quarter of 2020 related to the Company wide annual grant which reduced the original grant-date vesting period from four years to two years.

Personnel costs increased $59 million during the year ended December 31, 2023 when compared to the same period in 2022, primarily due to additional headcount and contingent staff to support business growth, primarily in the Brand Tripadvisor and Viator segments.

The impact of our cost reduction measures in July 2023, did not materially impact our personnel costs during 2023.

Stock-based compensation increased $8 million during the year ended December 31, 2023 when compared to the same period in 2022, primarily due to an increase in stock-based compensation granted to support business growth during 2023.

Personnel costs decreased $22 million during the year ended December 31, 2025 when compared to the same period in 2024, primarily driven by a reduction in headcount related to cost-reduction measures initiated in Hotels and Other during 2025, partially offset by an increase in personnel costs to support business growth in Experiences during the year.

Technology expenses consist primarily of licensing, data center costs including cloud-based solutions, maintenance, computer supplies, telecom, and content translation and localization costs.

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(in millions)

Technology costs increased $11 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to increased licensing costs in the Viator segment, and to a lesser extent, increased data center costs in the Brand Tripadvisor segment.

Technology costs increased $17 million during the year ended December 31, 2023 when compared to the same period in 2022, primarily due to increased licensing costs, and to a lesser extent, increased data center costs in both the Brand Tripadvisor and Viator segments.

Technology costs increased $7 million during the year ended December 31, 2025 when compared to the same period in 2024, primarily due to increased data center costs in Hotels and Other and licensing costs in Experiences.

General and Administrative

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General and administrative

General and administrative costs increased $12 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to an estimated accrual for the potential settlement of a regulatory related matter of $10 million during 2024 in the Brand Tripadvisor segment.

General and administrative costs increased $5 million during the year ended December 31, 2023 when compared to the same period in 2022, primarily due to non-income tax related government assistance benefits related to COVID-19 relief of $11 million received by the Company during 2022 in TheFork segment, which did not reoccur in 2023, as well as, and to a lesser extent, a non-recurring cost of $3 million related to transaction costs during 2023.

These increases were partially offset by an approximate $8 million loss incurred during the fourth quarter of 2022 as the result of a fraud scheme resulting in payments to an external party in the Brand Tripadvisor segment, as previously disclosed, which did not reoccur in 2023.

General and administrative costs decreased $23 million during the year ended December 31, 2025 when compared to the same period in 2024, primarily due to an estimated accrual for the potential settlement of a regulatory related matter of $10 million during 2024, which was reduced by $4 million during the second quarter of 2025, and to a lesser extent, transaction related costs of $3 million incurred during 2024, which did not reoccur in 2025, all of which are included in Hotels and Other.

In addition, a reduction of $3 million in office lease expense, as a result of cost reduction initiatives in Hotels and Other, also contributed to the decrease in general and administrative costs during the year ended December 31, 2025 when compared to the same period in 2024.

Depreciation and Amortization

Depreciation expense consists of depreciation on computer equipment, leasehold improvements, furniture, office equipment and other assets, and amortization of capitalized website development costs and right-of-use (“ROU”) assets related to our finance lease.

Amortization consists of the amortization of definite-lived intangibles purchased in business acquisitions.

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Total depreciation and amortization

Depreciation and amortization decreased $2 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to the completion of amortization related to intangible assets purchased in business acquisitions from previous years.

Depreciation and amortization increased $7 million during the year ended December 31, 2025 when compared to the same period in 2024, primarily due to increased depreciation related to previous capital expenditure investments in internal website development, partially offset by the completion of amortization related to intangible assets purchased in business acquisitions in previous years.

Restructuring and other related reorganization costs

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Interest expense

Interest expense increased $2 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to the issuance of our Term Loan B Facility in July 2024, which increased our cost of capital.

The significant majority of interest expense incurred during the year ended December 31, 2024 was primarily related to the Term Loan B Facility and 2026 Senior Notes.

Interest expense increased $17 million during the year ended December 31, 2025 when compared to the same period in 2024, primarily due to an increase in our aggregate outstanding principal amount, which incrementally increased our ongoing financing costs.

The majority of interest expense reported during the year ended December 31, 2025 was primarily related to the Term Loan B Facility, while during the year ended December 31, 2024, interest expense incurred was primarily related to the Term Loan B Facility, as well as the 2025 Senior Notes, which were redeemed in July 2024.

Refer to “Note 8:

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Interest Income

Interest income primarily consists of interest earned from available on demand bank deposits, term deposits, money market funds, and marketable securities, including amortization of discounts and premiums on our marketable securities.

Interest income primarily consists of interest earned from available on demand bank deposits, time deposits, money market funds, and marketable securities, including amortization of discounts and premiums on our marketable securities.

Year ended December 31,

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Interest income

Interest income increased $1 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to an increase in the average amount of cash invested.

Interest income decreased $9 million during the year ended December 31, 2025 when compared to the same period in 2024, primarily due to a decrease in interest rates received on demand bank deposits, time deposits, and money market funds.

Other Income (Expense), Net

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Other income (expense), net

Other expense, net increased $3 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to a loss on disposal of certain assets and aforementioned loss on extinguishment of debt of $2 million, partially offset by net foreign exchange gains incurred as a result of foreign currency movements.

Other expense, net increased $4 million during the year ended December 31, 2025 when compared to the same period in 2024, primarily due to net foreign exchange losses incurred as a result of foreign currency rate

movements during the period, partially offset by a loss on extinguishment of debt of $2 million during 2024, primarily consisting of a non-cash write-off of unamortized debt issuance costs, which did not reoccur in 2025.

Refer to “Note 16:

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Effective tax rate

Our effective tax rate differed from the U.S.

federal statutory rate of 21% during the year ended December 31, 2024, primarily related to an IRS audit settlement reached during the first quarter of 2024.

Our effective tax rate was lower than the U.S.

federal statutory rate of 21% during the year ended December 31, 2025, primarily due to a discrete tax benefit of $11 million recorded during the first quarter of 2025 to release income tax reserves as a result of the U.S.

federal statute of limitation of assessment closing on tax years 2014, 2015, and 2016, and a U.S.

tax benefit of $11 million related to foreign derived intangible income.

We recorded a total income tax provision of $5 million for the year ended December 31, 2025.

The change in our income taxes and our effective tax rate during the year ended December 31, 2024, when compared to the same period in 2023, was primarily the result of an IRS audit settlement, which we recorded an income tax expense of $42 million, inclusive of interest, primarily during the first quarter of 2024, related to this settlement on our consolidated statement of operations.

In addition, we reviewed the impact of the acceptance of this settlement position against our existing transfer pricing income tax reserves for the subsequent open tax years during the first quarter of 2024, which resulted in an income tax benefit, inclusive of estimated interest, of $4 million.

During the year ended December 31, 2023, we recorded a net income tax expense of $55 million related to another IRS audit settlement and related adjustment to existing transfer pricing income tax reserves for subsequent tax years.

The change in our income taxes and our effective tax rate during the year ended December 31, 2025, when compared to the same period in 2024, was primarily the result of an Internal Revenue Service (“IRS”) audit settlement for the 2014, 2015, and 2016 tax years of $41 million, recorded during the year ended December 31 2024, which did not reoccur in 2025, as well as a discrete tax benefit of $11 million recorded during the first quarter of 2025 to release income tax reserves as a result of the U.S.

federal statute of limitation of assessment closing on tax years 2014, 2015, and 2016, as discussed above, and a decrease in pretax income.

Refer to “Note 10:

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Net income (loss) margin

Net income decreased $5 million during the year ended December 31, 2024 when compared to the same period in 2023.

The decrease in net income was largely driven by a decrease in revenue and adjusted EBITDA in the Brand Tripadvisor segment and partially offset by an increase in revenue and adjusted EBITDA in the Viator and TheFork segments.

In addition, an increase in stock-based compensation expense and an estimated accrual for the potential settlement of a regulatory related matter of $10 million during the first quarter of 2024, contributed to the decrease in net income during the year ended December 31, 2024.

These cost increases were largely offset by increased revenue, as described in more detail above under “ Revenue and Segment Information ”, and a decrease in income tax expense of $33 million, as described in more detail above under “ (Provision) Benefit for Income Taxes ”.

All drivers discussed above are described in more detail above under “ Revenue and Segment Information ” and “ Consolidated Expenses.

Net income increased $35 million during the year ended December 31, 2025 when compared to the same period in 2024.

The improvement in net income was largely driven by an increase in revenue, as described in more detail above under “ Revenue and Segment Information ”, a decrease in income tax expense of $77 million, as described in more detail above under “ (Provision) Benefit for Income Taxes ” and, to a lesser extent, a decrease in personnel costs and general and administrative costs, as described in more detail above under “ Consolidated Expenses.

” These improvements were partially offset by increased marketing costs across all segments and, to a lesser extent, increased pre-tax restructuring and other related reorganization costs of approximately $22 million, as well as an increase in borrowing costs and a reduction in interest income during the year ended December 31, 2025, all of which is described in more detail above under “ Consolidated Expenses.

Adjusted EBITDA

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• other companies, including companies in our own industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

These limitations apply also to Adjusted EBITDA Margin.

The following table presents a reconciliation of Adjusted EBITDA to Net Income (Loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, for the periods presented:

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Transaction related expenses (2)

Other non-recurring expenses (income) (3)

Stock-based compensation

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Adjusted EBITDA

(1) This amount primarily includes an estimated accrual for the potential settlement of a regulatory related matter of $10 million, expensed during 2024.

(1) During the year ended December 31, 2024, we recorded an estimated accrual for the potential settlement of a regulatory related matter of $10 million, which was settled during 2025 resulting in a decrease in the accrual of $4 million, all of which is reflected in general and administrative expenses on our consolidated statement of operations.

Refer to "Note 11:

Commitments and Contingencies " for further information.

This cost is reflected in general and administrative expenses on our consolidated statement of operations.

In addition, this amount includes a one-time charge of $3 million during the year ended December 31, 2024, resulting from enacted tax legislation in Canada during June 2024 related to digital service taxes, which requires retrospective application back to January 1, 2022.

This amount represents the one-time retrospective liability for the periods prior to April 1, 2024, while all prospective periods are and will be included within adjusted EBITDA, respectively.

In addition, this amount includes a one-time charge of $3 million during the year ended December 31, 2024, resulting from enacted digital service tax legislation in Canada in June 2024, which required retrospective application back to January 1, 2022.

This amount represents the one-time retrospective liability for the periods prior to April 1, 2024, while all prospective periods are included within adjusted EBITDA.

This cost is reflected in cost of sales on our consolidated statement of operations.

(2) The Company expensed certain transaction related costs of $3 million during both the years ended December 31, 2024 and 2023, to general and administrative expenses on our consolidated statements of operations.

(3) The Company incurred a loss of approximately $8 million during the fourth quarter of 2022, as the result of external fraud.

This loss was recorded to general and administrative expenses on the consolidated statement of operations during 2022.

The Company considers such costs to be non-recurring in nature.

Liquidity and Capital Resources

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Our liquidity needs can also be met through drawdowns under the Credit Facility.

As of both December 31, 2024 and 2023, we had approximately $1.1 billion of cash and cash equivalents, and $497 million of available borrowing capacity under our Credit Facility as of December 31, 2024.

As of December 31, 2025 and 2024, we had approximately $1.0 billion and $1.1 billion, respectively, of cash and cash equivalents, and $496 million of available borrowing capacity under the Credit Facility as of December 31, 2025.

As of December 31, 2025, approximately $241 million of our cash and cash equivalents were held by our international subsidiaries outside of the U.S., of which approximately 40% was held in the U.K.

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Income Taxes ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information.

As of December 31, 2024, we are party to a credit agreement (“Amended Credit Agreement”), which, among other things, provides for a $500 million revolving credit facility (“Credit Facility”) with a maturity date of June 29, 2028 (unless, on any date that is 91 days prior to the final scheduled maturity date in respect of any indebtedness outstanding under certain “specified debt,” the aggregate outstanding principal amount of such specified debt is $200 million or more, then the maturity date will be such business day).

As of December 31, 2025, we are party to the Amended Credit Agreement, which, among other things, provides for a $500 million revolving Credit Facility with a maturity date of June 29, 2028.

As of December 31, 2025 and 2024, we had no outstanding borrowings under the Credit Facility.

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Debt ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K.

We are required to pay a quarterly commitment fee, at an applicable rate ranging from 0.25% to 0.40%, on the

daily unused portion of the Credit Facility for each fiscal quarter and in connection with the issuance of letters of credit.

We are required to pay a quarterly commitment fee, at an applicable rate ranging from 0.25% to 0.40%, on the daily unused portion of the Credit Facility for each fiscal quarter and in connection with the issuance of letters of credit.

As of December 31, 2025, our unused revolver capacity was subject to a commitment fee of 0.25%, given the Company’s total net leverage ratio.

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While there can be no assurance that we will be able to meet the total net leverage ratio covenant in the future, based on our current projections, we do not believe there is a material risk that we will not remain in compliance throughout the next twelve months.

As of December 31, 2024, the Company had an aggregate outstanding principal amount of $5 million and $831 million in short-term and long-term debt, respectively, on our consolidated balance sheet pertaining to the 2026 Senior Notes and Term Loan B Facility, both of which are discussed below.

In March 2021, the Company completed the sale of $345 million of the 2026 Senior Notes.

The 2026 Senior Notes provide, among other things, that interest at a rate of 0.25% per annum, is payable on April 1 and October 1 of each year, until their maturity on April 1, 2026.

As of December 31, 2025, the Company had an outstanding principal amount of $354 million and $831 million in short-term debt and long-term debt, respectively, on our consolidated balance sheet pertaining to the 2026 Senior Notes and Term Loan B Facility, both of which are discussed below.

The outstanding principal under the 2026 Senior Notes of $345 million provides, among other things, that interest at a rate of 0.25% per annum is payable on April 1 and October 1 of each year, until their maturity on April 1, 2026, which the Company expects to repay using its existing cash and cash equivalents.

The 2026 Senior Notes are senior unsecured obligations of the Company, although unconditionally guaranteed on a joint and several basis, by certain of the Company’s domestic subsidiaries.

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On July 15, 2024, the Company used these funds to fully redeem its outstanding $500 million, 2025 Senior Notes.

Principal payments of $1 million were made during the year ended December 31, 2024.

The Term Loan B Facility was offered at 99.75% of par.

On March 20, 2025, under the Amended Credit Agreement, the Company increased its existing Term Loan B Facility by $350 million, maturing July 8, 2031, with an interest rate based on SOFR plus 2.75% (the “Tack-On Incremental Term Loan B Facility”).

We expect the proceeds from the Tack-On Incremental Term Loan B Facility will be used to fund the repurchase, repayment or redemption of the Company's outstanding 2026 Senior Notes, as discussed above, and for general corporate purposes.

The Tack-On Incremental Term Loan B Facility was offered at 98.56% of par.

We refer to the Term Loan B Facility, combined with the Tack-On Incremental Term Loan B Facility, as the “Term Loan B Facility.” The Term Loan B Facility is required to be paid down at 1.00% of the aggregate principal amount per year, repayable in quarterly installments on the last day of each calendar quarter, equal to 0.25% of the principal amount with the balance due on the maturity date.

Principal payments of $9 million were made under the Term Loan B Facility during the year ended December 31, 2025.

The 2026 Senior Notes are not registered securities and there are currently no plans to register these notes as securities in the future.

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Such repurchases, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors.

For further information on the Amended Credit Agreement, the Credit Facility, the Term Loan B Facility, 2025 Senior Notes and 2026 Senior Notes, refer to “Note 8:

For further information on the Amended Credit Agreement, the Credit Facility, the Term Loan B Facility and 2026 Senior Notes, refer to “Note 8:

Debt ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K.

Significant uses of capital and other liquidity matters

On November 1, 2019, our Board of Directors authorized the repurchase of an additional $100 million in shares of our common stock under our existing share repurchase program, which increased the amount available to the Company under this share repurchase program to $250 million.

During the three months ended June 30, 2023, we repurchased 4,724,729 shares of our outstanding common stock at an average price of $15.85 per share, exclusive of fees, commissions, and excise taxes, or $75 million in the aggregate, which completed this share repurchase program.

On November 1, 2019, our Board of Directors authorized the repurchase of an additional $100 million in shares of our common stock under an existing share repurchase program, which increased the amount available to the Company under this share repurchase program to $250 million.

During the second quarter of 2023, we repurchased 4,724,729 shares of our outstanding common stock at an average price of $15.85 per share, exclusive of fees, commissions, and excise taxes, or $75 million in the aggregate, which completed this share repurchase program.

On September 7, 2023, our Board of Directors authorized the repurchase of $250 million in shares of our common stock under a new share repurchase program.

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.

During the year ended December 31, 2023, we repurchased 1,324,524 shares of our outstanding common stock at an average price of $18.85 per share, exclusive of fees, commissions, and excise taxes, or $25 million, under our share repurchase program.

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.

During the year ended December 31, 2024, the Company repurchased 1,366,385 shares of its common stock at an average price of $18.28 per share, exclusive of fees, commissions, and excise taxes, or $25 million in the aggregate.

During the year ended December 31, 2025, the Company repurchased 6,105,262 shares of its common stock at an average price of $14.72 per share, exclusive of fees, commissions, and excise taxes, or $90 million in the aggregate.

As of December 31, 2025, there was $110 million remaining available to repurchase shares of its common stock under this share repurchase program.

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at the time of booking or prior to the occurrence of an experience, and we record these amounts, net of commissions, on our consolidated balance sheet as deferred merchant payables.

We pay the experience operator, or the supplier, after the travelers’ use.

Therefore, we generally receive cash from the traveler prior to paying the experience operator and this operating cycle represents a source or use of cash to us.

During the first half of the year, experiences bookings typically exceed completed experiences, resulting in higher cash flow related to working capital, while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative.

We pay the operator, or the supplier, after the travelers’ use.

Therefore, we generally receive cash from the traveler prior to paying the operator and this operating cycle represents a source or use of cash to us.

During the first half of the year, experience bookings typically exceed completed experiences, resulting in higher cash flow related to working capital, while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative.

Other factors may also impact typical seasonal fluctuations, such as significant shifts in our business mix, adverse economic conditions, public health-related events, as well as other factors that could result in future seasonal patterns that are different from historical trends.

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Usage of this payment option may continue to increase, though it is still not used in a majority of bookings to date, and affect the timing of our future cash flows and working capital.

As described above, on April 29, 2025, the Merger with LTRIP closed.

The aggregate transaction price of the Merger totaled $437 million, of which $411 million consisted of cash payments made by the Company.

Refer to “Note 1:

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.

As discussed in “Note 10:

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During the three months ended September 30, 2023, we received a competent authority refund of $49 million, inclusive of interest income, related to this IRS audit settlement.

This audit settlement resulted in a total net operating cash outflow during 2023 of $70 million.

In addition, in January 2021, we received an issue closure notice from HM Revenue & Customs (“HMRC”) in the U.K.

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Although the ultimate timing for resolution of this matter is uncertain, any future payments required would negatively impact our operating cash flows.

On December 18, 2024, as noted above, the Company and LTRIP entered into the Merger Agreement.

This transaction is expected to close in the second quarter of 2025.

The expected aggregate transaction value to be paid by the Company is approximately $435 million (which includes approximately $392 million of cash consideration and 3,037,959 validly issued, fully paid and non-assessable shares of the Company's common stock based on 10-day VWAP of $13.98 at December 17, 2024).

Refer to “Note 1:

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.

We believe that our available cash and cash equivalents will be sufficient to fund our foreseeable working capital requirements, capital expenditures, existing business growth initiatives, debt and interest obligations, lease commitments, obligations under the Merger Agreement, and other financial commitments through at least the next twelve months.

We believe that our available cash and cash equivalents will be sufficient to fund our foreseeable working capital requirements, capital expenditures, existing business growth initiatives, debt and interest obligations, including repayment of its 2026 Senior Notes on April 1, 2026, lease commitments, and other financial commitments through at least the next twelve months.

Our future capital requirements may also include capital needs for acquisitions and/or other expenditures in support of our business strategy, which may potentially reduce our cash balance and/or require us to borrow under the Credit Facility or to seek other financing alternatives.

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Financing activities

During the year ended December 31, 2024, our primary source of cash was from operations, while our primary use of cash was from financing activities (including repurchases of our outstanding common stock at an aggregate cost of $25 million under our existing share repurchase program, payment of withholding taxes on net share settlements of our equity awards of $21 million, and financing costs related to the issuance of our Term Loan B Facility of $7 million) and investing activities (including capital expenditures of $74 million incurred during the year ended December 31, 2024).

This use of cash was funded with cash and cash equivalents and operating cash flows during the period.

Net cash provided by operating activities for the year ended December 31, 2024, decreased by $91 million when compared to the same period in 2023, primarily due to a decrease in working capital of $121 million, and to a lesser extent, a decrease in net income of $5 million, partially offset by an increase in non-cash items of $35 million, primarily due to an increase in stock-based compensation expense.

The decrease in working capital was partially driven by an increase in income tax payments of $30 million, net of refunds, largely impacted by the IRS audit settlements, discussed above, combined with a decrease of $33 million in our income tax provision during 2024, when compared to the same period in 2023.

Also contributing to the decrease in working capital was a decrease in deferred merchant payables, reflecting the timing of when cash is received from travelers and then remitted to experiences operators.

In addition, changes in working capital related to accounts receivable and accounts payable were primarily due to the timing of customer payments and vendor payments, respectively, which contributed to the fluctuation in working capital.

Net cash used in investing activities for the year ended December 31, 2024 increased by $10 million when compared to the same period in 2023, due to an increase in capital expenditures across the business.

Net cash used in financing activities for the year ended December 31, 2024 decreased by $64 million when compared to the same period in 2023, primarily due to a decrease in net cash used to purchase shares of our common stock under share repurchase programs of $75 million, partially offset by financing costs related to the issuance of our Term Loan B Facility of $7 million during 2024.

During the year ended December 31, 2025, our primary source of cash was from operations, while our primary use of cash was from financing activities (including $411 million to repurchase our outstanding common stock pursuant to the Merger, $90 million in repurchases of our outstanding common stock under the existing share repurchase program, and $20 million in payments of withholding taxes on net share settlements of equity awards), and investing activities (including $82 million in capital expenditures).

This use of cash was funded with existing cash and cash equivalents and operating cash flows generated during the period, as well as, financing activities which includes $341 million in borrowings from our Tack-On Incremental Term Loan B Facility, net of financing costs.

Net cash provided by operating activities for the year ended December 31, 2025, increased by $101 million when compared to the same period in 2024, primarily due to an increase in working capital of $50 million, and to a lesser extent, an increase in net income of $35 million and an increase in non-cash items of $16 million.

The increase in working capital was primarily driven by an IRS audit settlement, as discussed above, which resulted in a net operating cash outflow during 2024 of $105 million which did not reoccur in 2025, partially offset by a decrease in our income tax provision of approximately $77 million, as discussed above under “(Provision) Benefit for Income Taxes.” In addition, changes related to the timing of collection of cash from customers, the timing of vendor payments and deferred merchant payments to experiences operators, contributed to the fluctuation in working capital.

Net cash used in investing activities for the year ended December 31, 2025 increased by $11 million when compared to the same period in 2024, largely due to an increase in capital investment primarily in technology and office space across the Company.

Net cash used in financing activities for the year ended December 31, 2025 increased by $134 million when compared to the same period in 2024, primarily due to $411 million for the repurchase of our outstanding common stock pursuant to the Merger, a $65 million increase in net cash used to repurchase shares of our outstanding common stock under the existing share repurchase program, and a net decrease in proceeds received from the issuance of debt under the Term Loan B Facility during 2025 of $152 million, net of financing costs, partially offset by the repayment of the 2025 Senior Notes of $500 million during 2024.

The following table summarizes our current and long-term material cash requirements, both accrued and off-balance sheet, as of December 31, 2025:

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2026 Senior Notes (3)

Expected interest payments on 2026 Senior Notes (4)

Finance lease obligations (4)

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Purchase obligations and other (7)

Total (9)(10)(11)

(1) Represents outstanding principal on our Term Loan B Facility due July 2031 and assumes that existing debt is repaid at maturity.

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Amount assumes that our existing debt is repaid at maturity.

(3) Represents outstanding principal on our 2026 Senior Notes due April 2026 and assumes that existing debt is repaid at maturity.

(4) Expected interest payments on our 2026 Senior Notes are based on a fixed interest rate of 0.25% as of December 31, 2024, and assumes that existing debt is repaid at maturity.

(5) Estimated future lease payments for our corporate headquarters in Needham, Massachusetts.

(3) Represents outstanding principal on our 2026 Senior Notes due April 1, 2026 and assumes that existing debt is repaid in cash at maturity.

(4) Estimated undiscounted future lease payments for our corporate headquarters in Needham, Massachusetts.

These amounts exclude expected rental income under non-cancelable subleases.

(6) Estimated future lease payments for our operating leases, primarily for office space, with non-cancelable lease terms.

(5) Estimated undiscounted future lease payments for our operating leases, primarily for office space, with non-cancelable lease terms.

These amounts exclude expected rental income under non-cancelable subleases.

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however, these variables could change significantly in the future.

(8) Estimated purchase obligations that are fixed and determinable, primarily related to telecommunication and licensing contracts, with various expiration dates through June 2029.

(7) Estimated purchase obligations that are fixed and determinable, primarily related to telecommunication and licensing contracts, with various expiration dates through December 2030.

These contracts have non-cancelable terms or are cancelable only upon payment of significant penalty.

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(8) Excluded from the table is $73 million of unrecognized tax benefits, including interest, which is included in other long-term liabilities on our consolidated balance sheet as of December 31, 2025, for which we cannot make a reasonably reliable estimate of the amount and period of payment.

(10) Excluded from the table is $3 million of undrawn standby letters of credit, primarily as security deposits for certain property leases as of December 31, 2024.

(11) Excluded from the table is the TRIP Loan Facility of approximately $330 million, related to the Merger with LTRIP anticipated to be completed during the second quarter of 2025.

Refer to “Note 1:

Organization and Business Description ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for additional information on the Merger.

(9) Excluded from the table is $4 million of undrawn standby letters of credit used primarily as security deposits for certain office space leases as of December 31, 2025.

As of December 31, 2025, other than the items discussed above, we did not have any off-balance sheet arrangements, that have, or are reasonably likely to have, a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

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We account for this lease as a finance lease as of December 31, 2025.

Paris, primarily used for sales offices, subsidiary headquarters, and international management teams, pursuant to leases with various expiration dates, with the latest expiring in March 2034.

In addition to our corporate headquarters lease, we have contractual obligations in the form of operating leases for office space, in which we lease an aggregate of approximately 172,000 square feet, at nearly 25 other locations across North America, Europe and Asia Pacific, in cities such as New York, London, Singapore, Barcelona and Paris, primarily used for sales offices, subsidiary headquarters, and international management teams, pursuant to leases with various expiration dates, with the latest expiring in December 2034.

Contingencies

In the ordinary course of business, we are party to legal, regulatory and administrative matters, including threats thereof, arising out of, or in connection with our operations.

These matters may involve claims involving patent and other intellectual property rights (including privacy, alleged infringement of third-party intellectual property rights), tax matters (including value-added, excise, transient occupancy and accommodation taxes), regulatory compliance (including competition, consumer matters and data privacy), contractual disputes (including breach of a covenant or disagreements as to interpretation), defamation and reputational claims.

Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure.

When (i) it is probable that an asset has been impaired or a liability has been incurred;

and (ii) the amount of the loss can be reasonably estimated and is material, we record the estimated loss in our consolidated statements of operations.

These matters may involve claims involving, but not limited to, intellectual property rights (including privacy rights), tax matters (including value-added, excise, digital services, sales and use, transient occupancy and accommodation taxes), regulatory compliance (including competition, consumer protection matters, data privacy and cybersecurity matters), contractual claims (including related to our material agreements or other contracts), defamation and reputational claims, personal injury claims, labor and employment matters and commercial disputes.

Routinely, we review the status of all significant outstanding matters to assess any potential financial exposure.

We record the estimated loss in our consolidated statement of operations when (i) it is probable that an asset has been impaired or a liability has been incurred;

and (ii) the amount of the loss can be reasonably estimated and is material.

We provide disclosures in the notes to the consolidated financial statements for loss contingencies that do not meet both of these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the consolidated financial statements.

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The OECD’s “Pillar One” initiative proposes to reallocate certain profits from the largest and most profitable multinational businesses to countries where the customers of those businesses are located, and the “Pillar Two” initiative proposes a global minimum income tax rate on corporations of 15%.

In response to these proposals, certain jurisdictions have enacted legislation to implement a global minimum income tax of 15%, which currently has no impact on our financial results, as well as legislation to impose new forms of gross receipts taxes, such as digital services taxes imposed on digital advertising and online marketplace platforms/services.

If consensus is reached on Pillar One, unilateral digital services taxes should be repealed, however until such time we continue to be subject to these taxes.

We are currently subject to unilateral digital services taxes, and during the years ended December 31, 2024, 2023 and 2022, we recorded $18 million, $18 million and $9 million, respectively, of digital service taxes to cost of sales on our consolidated statements of operations.

In response to these proposals, certain jurisdictions have enacted legislation to implement a global minimum income tax of 15%, which currently has no material impact on our financial results, as well as legislation to impose new forms of gross receipts taxes, such as digital services taxes imposed on digital advertising and online marketplace platforms/services.

On January 5, 2026, the OECD/G20 announced the Side-by-Side (SbS) package, implemented as administrative guidance and modifying the operation of Pillar 2 rules.

The package introduces simplifications and new safe harbors for U.S.

and other multinational companies where domestic and international tax systems meet robust requirements to coexist with Pillar 2, which would fully exempt U.S.-parented groups from the application of two of the three Pillar 2 top-up taxes.

This does not have a material impact on Tripadvisor.

If consensus is reached on Pillar One, unilateral digital services taxes is expected to be repealed, however until such time we continue to be subject to these taxes and are currently subject to unilateral digital services taxes.

While the future of the global tax regulatory landscape remains uncertain, we continue to monitor the OECD’s and members ongoing discussions to determine the current and potential impact on our consolidated financial statements.

During the years ended December 31, 2025, 2024 and 2023, we recorded $16 million, $18 million and $18 million, respectively, of digital service taxes to cost of sales on our consolidated statements of operations.

Due to the one-time transition tax on the deemed repatriation of undistributed foreign subsidiary earnings and profits in 2017, as a result of the 2017 Tax Act, the majority of previously unremitted earnings have been subjected to U.S.

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Interest Rates

Our primary exposure to changes in interest rates relates primarily to our cash, cash equivalents, investment portfolio at any point in time, 2026 Senior Notes and Term Loan B Facility, and borrowings, if any, under our existing Credit Facility.

Changes in interest rates affect the amount of interest earned on our cash, cash equivalents, and marketable securities, if any, and the fair value of those securities.

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interest rates.

We generally invest our excess cash in available on demand bank deposits and term deposits at major global financial institutions, money market funds, and marketable securities.

We generally invest our excess cash in available on demand bank deposits and time deposits at major global financial institutions, money market funds, and marketable securities.

Our investment policy and strategy is focused on capital preservation and supporting our liquidity requirements.

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Our investment policy requires our investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss.

As of December 31, 2024 and 2023, respectively, we had no outstanding marketable securities in our investment portfolio, and no outstanding borrowings under our Credit Facility.

In March 2021, we issued 2026 Senior Notes with a principal balance of $345 million at a fixed rate of 0.25% and in July 2024, we entered into the Term Loan B Facility with a principal balance of $500 million at a variable rate equal to SOFR plus 2.75%.

Based on our Term Loan B Facility current outstanding balance as of December 31, 2024, a 25 basis-point change in our interest rates on our Term Loan B Facility would result in an increase or decrease to interest expense of approximately $1 million per annum.

As of December 31, 2024, we estimated the fair value of our 2026 Senior Notes and Term Loan B Facility were approximately $323 million and $504 million, respectively, based on recently reported market transactions and prices for identical or similar financial instruments obtained from a third-party pricing source.

Since our 2026 Senior Notes bear interest at a fixed rate, we are more sensitive to the capital market conditions of our shares than changes in interest rates.

As of December 31, 2025 and 2024, respectively, we had no outstanding marketable securities in our investment portfolio, and no outstanding borrowings under the Credit Facility.

In March 2021, we issued the 2026 Senior Notes with a principal balance of $345 million at a fixed rate of 0.25% and in July 2024 and March 2025, in total, we borrowed a principal balance of $850 million under the Term Loan B Facility at a variable rate equal to SOFR plus 2.75%.

Based on the current outstanding balance under the Term Loan B Facility as of December 31, 2025, a 25 basis-point change in our interest rates on the Term Loan B Facility would result in an increase or decrease in our interest expense of approximately $2 million per annum.

As of December 31, 2025, we estimated the fair value of the 2026 Senior Notes and Term Loan B Facility were approximately $340 million and $821 million, respectively, based on recently reported market transactions and prices for identical or similar financial instruments obtained from a third-party pricing source.

Since the 2026 Senior Notes bear interest at a fixed rate, we are more sensitive to the capital market conditions of our common shares than changes in interest rates.

The fair value of the 2026 Senior Notes and Term Loan B Facility will likely change based on the capital market conditions.

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Financial Instruments and Fair Value Measurements ” and “Note 8:

Debt ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information on our cash and cash equivalents, investments and other financial instruments, 2026 Senior Notes, Term Loan B Facility and our Credit Facility.

We currently do not hedge our interest rate risk;

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Foreign Currency Exchange Rates

We conduct business in certain international markets, largely in the Europe, including the U.K., and also in countries such as Singapore and Australia.

We conduct business in certain international markets, largely in Europe, and in countries such as Singapore and Australia.

Because we operate in international markets, we have exposure to different economic climates, political arenas, tax systems and regulations that could affect foreign currency exchange rates.

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We manage our exposure to foreign currency risk through internally established policies and procedures.

To the extent practicable, we minimize our foreign currency exposures by maintaining natural hedges between our current assets and current liabilities in similarly denominated foreign currencies, as well as, using derivative financial instruments.

We use foreign currency forward exchange contracts (“forward contracts”) to manage certain short-term foreign currency risk to attempt to reduce the effects of fluctuating foreign currency exchange rates on our cash flows denominated in foreign currencies.

To the extent practicable, we minimize our foreign currency exposures by maintaining natural hedges (i.e., self-hedging) between our current assets and current liabilities in similarly denominated foreign currencies, as well as using derivative financial instruments.

We typically use foreign currency forward exchange contracts (“forward contracts”) to manage certain short-term foreign currency risk to attempt to reduce the effects of fluctuating foreign currency exchange rates on our cash flows denominated in foreign currencies.

We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives.

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We account for these forward contacts, which have not been designated as hedges under GAAP to date, as either assets or liabilities and carry them at fair value.

We had outstanding forward contracts as of December 31, 2024 and 2023, with a total notional value of $11 million and $9 million, respectively.

We had no outstanding forward contracts as of December 31, 2025 and had outstanding forward contracts as of December 31, 2024, with a total notional value of $11 million.

These forward contracts were not designated as hedges and had maturities of less than 90 days.

We recognize gains and losses from forward contracts in other income (expense), net on our consolidated statement of operations upon settlement or a change in fair value, which was not material for the year ended December 31, 2023.

We recorded a net gain of $1 million and $4 million for the years ended December 31, 2024 and 2022, respectively, related to our forward contracts.

We recognize gains and losses from forward contracts in other income (expense), net on our consolidated statement of operations upon settlement or a change in fair value.

We recorded a net loss of $2 million for the year ended December 31, 2025, related to our forward contracts, and net gain of $1 million for the year ended December 31, 2024.

Refer to “Note 3:

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The economic impact of foreign currency exchange rate movement is linked to variability in the macroeconomic environment such as inflation and interest rates, governmental actions, and geopolitical events such as regional conflicts.

We regularly monitor the macroeconomic environment, which has seen some volatility as a result of geopolitical tensions resulting from Russia’s invasion of Ukraine, the conflict in the Middle East, as well as increased cyberattacks, other military conflicts and sanctions.

Developments in the macroeconomic environment could cause us to adjust our foreign currency risk strategies.

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Sufficiency of audit evidence over revenue

As discussed in Notes 2 and 18 to the consolidated financial statements, and disclosed in the consolidated statements of operations, the Company had $1,835 million in revenue, net of intersegment revenue of $135 million, for the year ended December 31, 2024, of which $949 million was Brand Tripadvisor related, $840 million was Viator related and $181 million was TheFork related.

As discussed in Notes 2 and 18 to the consolidated financial statements, and disclosed in the consolidated statements of operations, the Company had $1,891 million in revenue, net of intersegment revenue of $4 million, for the year ended December 31, 2025, of which $924 million was Experiences related, $750 million was Hotels and Other related, and $221 million was TheFork related.

Each of these categories of revenue has multiple revenue streams and the Company's processes and information technology (IT) systems differ between each revenue stream.

We identified the evaluation of sufficiency of audit evidence over Brand Tripadvisor and Viator revenue as a critical audit matter.

We identified the evaluation of sufficiency of audit evidence over Experiences and Hotels and Other revenue as a critical audit matter.

Subjective auditor judgment was required due to the number of revenue streams and the related IT applications utilized throughout the revenue recognition processes.

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The following are the primary procedures we performed to address this critical audit matter.

We applied auditor judgment to determine the nature and extent of procedures to be performed over Brand Tripadvisor and Viator revenue.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue recognition process for Brand Tripadvisor and Viator revenue.

We applied auditor judgment to determine the nature and extent of procedures to be performed over Experiences and Hotels and Other revenue.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue recognition process for Experiences and Hotels and Other revenue.

This included controls related to accurate recording of amounts.

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(in millions, except number of shares)

Stockholder note

comprehensive

Treasury stock

related party

income (loss)

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Other comprehensive income (loss), net of tax

Issuance of common stock related to exercise of options and vesting of RSUs

Issuance of common stock related to exercise of options and vesting of RSUs, net of common stock withheld due to net share settlement

Repurchase of common stock (Note 14)

Withholding taxes on net share settlements of equity awards

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Other comprehensive income (loss), net of tax

Issuance of common stock related to vesting of RSUs

Issuance of common stock related to exercise of options and vesting of RSUs, net of common stock withheld due to net share settlement

Repurchase of common stock (Note 14)

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Other comprehensive income (loss), net of tax

Issuance of common stock related to exercise of options and vesting of RSUs

Repurchase of common stock (Note 14)

Stockholder note receivable - related party (Note 1)

Repurchase of common stock related to Merger, net of issuance of common stock as Merger consideration (Note 1)

Retirement of treasury shares (Note 14)

Repurchase of common stock under share repurchase program (Note 14)

Issuance of common stock related to exercise of options and vesting of RSUs, net of common stock withheld due to net share settlement

Withholding taxes on net share settlements of equity awards

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Financing activities:

Repurchase of common stock (Note 14)

Proceeds from the issuance of Term Loan B Facility, net of financing costs (Note 8)

Principal payments on Term Loan B Facility (Note 8)

Payment of 2025 Senior Notes (Note 8)

Payment of financing costs related to Credit Facility (Note 8)

Principal payments on Term Loan B Facility (Note 8)

Repurchase of common stock related to Merger, including transaction costs (Note 1)

Repurchase of common stock under the share repurchase program (Note 14)

Payment of withholding taxes on net share settlements of equity awards

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Supplemental disclosure of cash flow information:

Cash paid (received) during the period for income taxes, net of refunds

Cash paid (received) during the period for income taxes, net of refunds (Note 10)

Cash paid during the period for interest

Supplemental disclosure of non-cash investing and financing activities:

Issuance of common stock related to Merger (Note 1)

Net operating loss carryforwards retained related to Merger (Note 1)

Stock-based compensation capitalized website development costs (Note 13)

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We refer to Tripadvisor, Inc.

and our wholly-owned subsidiaries as “Tripadvisor,” “Tripadvisor group,” “the Company,” “us,” “we” and “our” in these notes to the consolidated financial statements.

and our wholly-owned subsidiaries as “Tripadvisor,” “the Group,” “the Company,” “us,” “we” and “our” in these notes to the consolidated financial statements.

On December 20, 2011, Expedia Group, Inc.

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We refer to this transaction as the “Liberty Spin-Off.” As a result of the Liberty Spin-Off, effective August 27, 2014, LTRIP became a separate, publicly traded company holding 100 % of Liberty’s interest in Tripadvisor.

As a result of these transactions, and as of December 31, 2024, LTRIP beneficially owned approximately 14.0 million shares of our common stock and 12.8 million shares of our Class B common stock, which constitute approximately 11 % of the outstanding shares of common stock and 100 % of the outstanding shares of Class B common stock.

Assuming the conversion of all of LTRIP’s shares of Class B common stock into common stock, LTRIP would beneficially own approximately 19 % of the outstanding common stock.

However, because each share of Class B common stock is entitled to ten votes per share and each share of common stock is entitled to one vote per share , LTRIP may be deemed to beneficially own equity securities representing approximately 56 % of our voting power.

On December 18, 2024, the Company, LTRIP and Telluride Merger Sub Corp., a Delaware corporation (“Merger Sub”) and an indirect wholly-owned subsidiary of the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, and subject to the terms and conditions, (i) Merger Sub will be merged with and into LTRIP (the “Merger”), with LTRIP surviving the Merger as the surviving corporation and an indirect, wholly-owned subsidiary of the Company, and (ii) immediately following the Merger, LTRIP (as the surviving corporation in the Merger) will be merged with and into TellurideSub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“ParentSub LLC”) (such merger, the “ParentSub LLC Merger”), with ParentSub LLC surviving the ParentSub LLC Merger as the surviving company and a wholly-owned subsidiary of the Company.

In connection with the Merger, (i) the shares of LTRIP Series A Common Stock and Series B Common Stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $ 0.2567 per share in cash (without interest), totaling approximately $ 20 million in the aggregate;

(ii) all of the shares of LTRIP's 8 % Series A Cumulative Redeemable Preferred Stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive, in the aggregate, approximately $ 42 million in cash, without interest, and 3,037,959 validly issued, fully paid and non-assessable shares of the Company's common stock;

and (iii) LTRIP's 0.50 % Exchangeable Senior Debentures of approximately $ 330 million will be repaid in accordance with their terms.

Pursuant to the Merger Agreement, the Company will provide a loan facility (the “TRIP Loan Facility”) to LTRIP of approximately $ 330 million, to repay LTRIP debentures prior to the closing of the Merger.

The transaction is expected to close in the second quarter of 2025, and based on 10-day

volume-weighted average share price (“VWAP”) of $ 13.98 at December 17, 2024, the expected aggregate transaction value to be paid by the Company is approximately $ 435 million (which includes approximately $ 392 million of cash consideration and 3,037,959 validly issued, fully paid and non-assessable shares of the Company's common stock based on 10-day VWAP of $ 13.98 at December 17, 2024).

The implied share price for the acquisition of such shares of the Company's common stock from LTRIP is $ 16.21 (which reflects a premium of approximately 16 % based on the 10-day VWAP as of December 17, 2024).

Assets held by LTRIP substantially consist of the shares of the Company’s common stock described above.

As a result, the Company views this transaction as a repurchase of the Company's common stock held by LTRIP and, as such, the Merger will be substantially accounted for as a treasury stock repurchase transaction within stockholders’ equity on our consolidated balance sheet.

The amount allocated to the treasury stock repurchase transaction will be the aggregate transaction value paid by the Company, plus all direct expenses and fees associated with the transaction incurred by the Company.

Upon consummation of the Merger, the Com pany plans to retire the approximately 26.8 million shares of the Company's common stock held by LTRIP as reported on LTRIP's Form 13D/A filed on December 20, 2024.

Following the closing of the Merger, the Company will no longer have a controlling shareholder or be considered a “controlled company”.

The transaction is subject to various closing conditions, including LTRIP stockholder approval, regulatory clearances, and other customary conditions.

There can be no assurance that the conditions to closing will be satisfied or that the transactions contemplated by the Merger Agreement will be completed on the contemplated terms or timeline, or at all.

LTRIP and Tripadvisor Merger Agreement and Loan Agreement

On December 18, 2024, the Company, Liberty TripAdvisor Holdings, Inc.

(“LTRIP”) and Telluride Merger Sub Corp., a Delaware corporation and an indirect wholly-owned subsidiary of the Company (“Merger Sub”), entered into the Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which (i) Merger Sub would be merged with and into LTRIP (the “Merger”), with LTRIP surviving the Merger as the surviving corporation and an indirect, wholly-owned subsidiary of the Company, and (ii) immediately following the Merger, LTRIP (as the surviving corporation in the Merger) would be merged with and into TellurideSub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“ParentSub LLC”) (such merger, the “ParentSub LLC Merger”), with ParentSub LLC surviving the ParentSub LLC Merger as the surviving company and a wholly-owned subsidiary of the Company.

Pursuant to the Merger Agreement, on March 20, 2025 the Company provided a loan (the “Loan Agreement”) to LTRIP in an aggregate principal amount of $ 327 million to enable LTRIP to repurchase or settle LTRIP’s outstanding Exchangeable Debentures (refer to definition below) prior to the close of the Merger.

The Loan Agreement provided that LTRIP was required to use the proceeds from the Loan Agreement solely to repurchase or settle its exchange obligations with respect to the Exchangeable Debentures in accordance with the terms of the Exchangeable Debentures Indenture and the Merger Agreement and pay related fees, costs and expenses incurred in connection therewith.

On April 29, 2025, the Merger closed (the "Merger Date"), and pursuant to the Merger Agreement, (i) the shares of LTRIP Series A common stock and Series B common stock issued and outstanding immediately prior to the effective time of the Merger were converted into the right to receive $ 0.2567 per share in cash, totaling approximately $ 20 million in the aggregate;

(ii) all of the shares of LTRIP's 8 % Series A cumulative redeemable preferred stock issued and outstanding immediately prior to the effective time of the Merger were converted into the right to receive, in the aggregate, approximately $ 42.5 million in cash, without interest, and 3,037,959 validly issued, fully paid and non-assessable shares of the Company's common sto ck, with a fair value of approximately $ 39 million, as calculated using the Company's closing stock price on April 28, 2025 of $ 12.82 per share;

and (iii) the remaining balance of LTRIP's 0.50 % exchangeable senior debentures (the “Exchangeable Debentures”), was repaid.

The repayment of the Exchangeable Debentures occurred in two phases:

(i) $ 326 million were repaid during March

2025 by LTRIP with the use of proceeds from the Loan Agreement, and (ii) $ 4 million were repaid by the Company during May 2025.

The Loan Agreement subsequently expired in accordance with the terms of the Merger Agreement upon closing of the Merger on April 29, 2025.

As a result, the Loan Agreement balance of $ 327 million, initially classified as “ stockholder note receivable - related party,” a reduction to stockholders’ equity in our consolidated balance sheet, is no longer payable to the Company by LTRIP, and it has been included in the aggregate transaction price of the Merger (see Merger accounting discussion below).

Prior to the Merger, assets held by LTRIP substantially consisted of shares of the Company’s common stock.

Immediately prior to the closing of the Merger, LTRIP beneficially owned approximately 26.8 million shares of the Company's common stock, consisting of 14.0 million shares of common stock and 12.8 million shares of Class B common stock.

As a result, the Company accounted for the Merger as a repurchase of the Company's common stock previously held by LTRIP.

(i) the aggregate transaction price of the repurchase was recorded as an increase to treasury stock within stockholders’ equity on our consolidated balance sheet, and (ii) the cash portion of the aggregate transaction price of the repurchase is reflected as a financing cash outflow within our consolidated statement of cash flows.

The amount allocated to treasury stock on the consolidated balance sheet totaled $ 437 million, consisting of:

(i) the aggregate cash and common stock consideration paid in connection with the repurchase of $ 431 million, plus (ii) all direct expenses and fees associated with the repurchase of approximately $ 19 million;

partially offset by (iii) $ 13 million in LTRIP net operating loss carryforwards (“NOLs”), tax effected, retained by the Company, which was recorded as an asset to deferred income taxes, net on our consolidated balance sheet.

Immediately following the close of the Merger, on April 29, 2025, the Board of Directors formally retired the shares of Tripadvisor common stock and Class B common stock previously held by LTRIP, thereby canceling approximately 26.8 million shares of the Company, which reduced the Company’s outstanding shares by the same number.

Refer to “Note 14:

Stockholders’ Equity ”, under the section titled “Retirement of Treasury Shares” for further information.

As a result of the Merger, the Company is no longer a controlled company under the Nasdaq Stock Market Listing Rules (the “Nasdaq Rules”) and no longer subject to the Governance Agreement by and among the Company, Liberty Interactive Corporation and Barry Diller, dated as of December 20, 2011 (as amended by the Assignment and Assumption of Governance Agreement, dated August 12, 2014).

Redomestication to Nevada

Separately, effective April 29, 2025, the Company effected the redomestication of the Company to the State of Nevada by conversion, which redomestication by conversion was approved by the Company's stockholders in June 2023.

With respect to such redomestication, a Plan of Conversion was filed with the Delaware Secretary of State and Articles of Conversion and Articles of Incorporation were filed with the Nevada Secretary of State.

The redomestication of the Company had no impact on our consolidated financial statements.

Reportable Segment Changes

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.

For further information on our segments, including the change in segments, and principal revenue streams within these segments refer to “Note 18:

Segment and Geographic Information, ” in these notes to our consolidated financial statements.

All prior period segment disclosure information has been recast to conform to the current reporting structure in this Form 10-K.

This recast had no effect on our consolidated financial statements in any period.

Description of Business

The Tripadvisor group operates as a family of brands with the purpose of connecting people to experiences worth sharing.

The Company's vision is to be the world’s most trusted source for travel and experiences.

The Company operates across three reportable segments:

Brand Tripadvisor, Viator, and TheFork.

Brand Tripadvisor’s purpose is to empower everyone to be a better traveler by serving as the world’s most trusted and essential travel guidance platform.

Brand Tripadvisor offers travelers and experience seekers an online global platform for travelers to discover, generate, and share authentic user-generated content (“UGC”) in the form of reviews and opinions for destinations, points-of-interest (“POIs”), experiences, accommodations, restaurants, and cruises in over 40 countries and in more than 20 languages across the world.

Tripadvisor offers more than 1 billion user-generated reviews and opinions on over 9 million experiences, accommodations, restaurants, airlines, and cruises.

Viator enables travelers to discover and book iconic, unique and memorable experiences from experience operators around the globe.

Our online marketplace is comprehensive, connecting travelers to bookable tours, activities and attractions—consisting of nearly 400,000 experiences from more than 65,000 operators.

TheFork provides an online marketplace that enables diners to discover and book online reservations at approximately 55,000 restaurants in 11 countries, across the U.K., western and central Europe.

Our mission is to be the world’s most trusted source for travel and experiences.

We offer travelers the ability to search, discover, book, and review experiences, hotels, and restaurants seamlessly through our two-sided marketplaces across three primary consumer-facing brands:

Viator, Tripadvisor, and TheFork.

The Company measures its financial performance within the following reportable segments:

Experiences, Hotels and Other, and TheFork.

The Experiences segment includes Viator, a pure-play, experiences online travel agency (“OTA”), offering a two-sided global marketplace for tours, activities, and attractions;

it also includes Tripadvisor’s points-of-sale for experiences.

Viator's global online marketplace focus is merchandising bookable experiences to travelers that typically have relatively higher purchase intent either pre-destination or in-destination.

Tripadvisor is an online global travel guidance platform that also merchandises experiences to its audience, which more commonly serves travelers in the discovery and planning phases.

Both brands leverage Viator’s centralized supply platform that supports operator onboarding, operator inventory management, bookings, payments, fraud prevention, and customer support.

In addition to its owned and operated platforms (Viator and Tripadvisor), the Company also syndicates its experiences supply to other third-party endemic and non-endemic demand partners.

The Hotels and Other segment primarily consists of the Tripadvisor hotel and restaurant guidance platform, which includes hotel metasearch, and related advertising offerings primarily for hotels and restaurants.

TheFork operates as a leading online restaurant reservation and dining management platform, enabling diners to discover and book reservations in more than 50,000 restaurants across 11 European countries.

Risks and Uncertainties

Our business was negatively impacted by the risks and uncertainties related to the COVID-19 pandemic and our business would be adversely and materially affected upon a resurgence of COVID-19 or the emergence of any new pandemic or other health crisis that results in reinstated travel bans and/or other government restrictions and mandates.

In addition, the U.S.

and other countries have seen elevated levels of inflation and fluctuating discretionary spending patterns by consumers all of which may impact our business.

If macroeconomic conditions deteriorate, consumer demand and spending may decline, we may not be able to pass on increased costs to our

customers and any inability to navigate the macroeconomic environment could harm our business, results of operations and financial condition.

Additionally, natural disasters, public health-related events, political instability, geopolitical conflicts, including the evolving events in the Middle East and between Ukraine and Russia, acts of terrorism, fluctuations in currency values, and changes in global economic conditions are examples of other events that could have a negative impact on the travel industry, and as a result, our financial results.

and other countries have seen increased economic uncertainty (including with respect to tariffs, the threat of tariffs and changes in trade policies), market volatility, elevated levels of inflation and fluctuating discretionary spending patterns by consumers, all of which may impact our business.

If macroeconomic conditions deteriorate, consumer demand and spending may decline, we may not be able to pass on increased costs to our customers and any inability to navigate the macroeconomic environment could harm our business, results of operations and financial condition.

Additionally, natural disasters, public health-related events, political instability, geopolitical conflicts, including the evolving events in the Middle East and between Ukraine and Russia, acts of terrorism, fluctuations in currency values, and changes in global economic conditions and/or legislation and regulation are examples of other events that could have a negative impact on the travel industry, and as a result, our financial results.

Consumer travel expenditures have historically followed a seasonal pattern.

Correspondingly, travel partner advertising investments, and therefore our revenue and operating profits, have also historically followed a seasonal pattern.

Our financial performance tends to be highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, including traveler accommodation stays, and travel experiences taken, compared to the first and fourth quarters, which represent seasonal low points.

Our financial performance tends to be highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, including travel experiences taken, and traveler accommodation stays, compared to the first and fourth quarters, which represent seasonal low points.

In addition, during the first half of the year, experience bookings typically exceed the amount of completed experiences, resulting in higher cash flow related to working capital;

while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative.

Other factors may also impact typical seasonal fluctuations, such as significant shifts in our business mix, adverse economic conditions, public health-related events, as well as other factors .

Other factors may also impact typical

seasonal fluctuations, such as significant shifts in our business mix, adverse economic conditions or economic uncertainty, public health-related events, as well as other factors .

SIGNIFICANT ACCOUNTING POLICIES

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All inter-company accounts and transactions have been eliminated in consolidation.

Additionally, certain prior period amounts may have been reclassified for comparability with the current period presentation, none of which were material, except as discussed below in “ Revised Operating Expense Presentation.

Additionally, certain prior period amounts may have been reclassified for comparability with the current period presentation, none of which were material.

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”).

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Investments in entities in which we do not have a controlling financial interest are accounted for under the equity method, the fair value option, as available-for-sale securities, or at cost adjusted for observable price changes and impairments, as appropriate.

Revised Operating Expense Presentation

Prior year amounts have been reclassified to conform to the current period presentation.

The revised presentation did not result in any changes to previously reported revenues, total costs and expenses, operating income (loss), income (loss) before income taxes, or net income (loss).

Below is a brief description of the major cost components within the revised operating expense captions presented on our consolidated statements of operations:

• Cost of Sales :

Cost of sales consists of expenses that are directly related or closely correlated to revenue generation, including direct costs, such as credit card and other booking transaction payment fees, media

production costs, ad serving fees, and other revenue generating costs.

In addition, cost of sales includes operating costs such as bad debt expense and non-income taxes, including sales, use, digital services, and other non-income revenue related taxes.

• Marketing :

Marketing expenses consist of direct costs, including traffic generation costs from paid online traffic acquisition costs (including search engine marketing (“SEM”) and other online traffic acquisition costs), syndication costs and affiliate marketing commissions, social media costs, brand advertising (including connected television, traditional television and other offline advertising), promotions and public relations.

• Personnel :

Personnel expenses consist primarily of salaries, payroll taxes, bonuses, employee health and other benefits, and stock-based compensation.

In addition, personnel expenses include costs associated with contingent staff, bonuses and commissions for sales, sales support, customer support and marketing employees.

• Technology :

Technology expenses consist primarily of licensing, data center costs including cloud-based solutions, maintenance, computer supplies, telecom, and content translation and localization costs.

• General and administrative :

General and administrative expenses consist primarily of professional service fees and other fees including audit, legal, tax and accounting, and other operating costs including real estate and office expenses, and non-compensation related personnel expenses such as travel, relocation, recruiting, and training expenses.

The following table below shows the reclassification adjustments made amongst costs and expenses on our consolidated statements of operations for the periods presented below:

As Reported December 31, 2023

As Adjusted December 31, 2023

As Reported December 31, 2022

As Adjusted December 31, 2022

(in millions)

Costs and expenses:

Cost of sales (formerly Cost of revenue)

Marketing (formerly Selling and marketing)

Personnel (including stock-based compensation of $ 96 and $ 88 )

Technology (formerly Technology and content)

General and administrative

Depreciation and amortization

Restructuring and other related reorganization costs

Total costs and expenses

(1) Primarily related to the reclass of people costs to Personnel, and data center costs, and to a lesser extent, licensing costs to Technology;

partially offset by the reclass of digital service taxes ("DST") and bad debt expense from General and administrative to Costs of sales .

(2) Primarily related to the reclass of people costs to Personnel, and to a lesser extent, licensing costs to Technology and real estate and office expenses to General and administrative .

(3) Related to the reclass of people costs, including stock-based compensation expense, from all legacy operating expense captions to Personnel.

(4) Primarily related to the reclass of people costs to Personnel, and to a lesser extent, the reclass of real estate and office expenses to General and administrative;

partially offset by the reclass of data center and licensing costs from all legacy operating expense captions to Technology.

(5) Primarily related to the reclass of people costs to Personnel, and to a lesser extent, the reclass of DST and bad debt expense to Costs of sales;

partially offset by the reclass of real estate and office expenses to General and administrative from all legacy operating expense captions .

Accounting Estimates

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We have applied a practical expedient and do not disclose the value of unsatisfied performance obligations that have an original expected duration of less than one year.

The Company expects to complete its performance obligations within one year from the initial transaction date.

Company expects to complete its performance obligations within one year from the initial transaction date.

The value related to our remaining or partially satisfied performance obligations relates to subscription services that are satisfied over time or services that are recognized at a point in time, but not yet achieved.

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The determination of our performance obligations does not require significant judgment given that we generally do not provide multiple services to a customer in a transaction, and the point in which control is transferred to the customer is readily determinable.

In instances where we recognize revenue over time, we generally have either a subscription service

that is recognized over time on a straight-line basis using the time-elapsed output method, or based on other output measures that provide a faithful depiction of the transfer of our services.

In instances where we recognize revenue over time, we generally have either a subscription service that is recognized over time on a straight-line basis using the time-elapsed output method or based on other output measures that provide a faithful depiction of the transfer of our services.

When an estimate for cancellations is included in the transaction price, we base our estimate on historical cancellation rates and current trends.

Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue–producing transaction, that are collected by us from a customer, are reported on a net basis, or in other words excluded from revenue on our consolidated financial statements.

The Company offers various traveler incentive programs such as discounts and credits, which award participating travelers with credits granted at the time of a current purchase to be redeemed in the future.

We record the discounts as reduction in revenue at the date we record the corresponding revenue transaction.

These traveler incentive programs were not material to our consolidated financial statements in any period presented.

Practical Expedients and Exemptions

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The application of our revenue recognition policies and description of our principal activities, organized by reportable segment from which we generate our revenue, are presented below.

Brand Tripadvisor Segment

Tripadvisor-branded Hotels Revenue.

Our largest source of Brand Tripadvisor segment revenue is generated from click-based advertising on Tripadvisor-branded websites, which we refer to as our hotel meta (also referred to as hotel auction) revenue, which is primarily comprised of contextually-relevant booking links to our travel partners’ websites.

Experiences Segment

We provide a two-sided online marketplace that allows travelers to research and book tours, activities and attractions in popular travel destinations across the globe through our Viator and Tripadvisor branded platforms, which includes websites, mobile web, and mobile app.

Through Viator, we also power traveler bookings of tours, activities and attractions on behalf of third-party distribution partner websites, including the Tripadvisor platform as well as many of the world’s major OTA’s, airlines, hotels, online and offline travel agencies, and other prominent content and eCommerce brands.

We work with local tour, activity, and experience operators (“operators”) to provide travelers (“customers”) the ability to book tours, activities and attractions, or “experiences,” in destinations around the world.

We generate commissions for each booking transaction we facilitate through our online reservation system, in exchange for certain activities, including the use of the Company’s booking platform, post-booking 24/7 customer support until the time of the experience and payment processing activities as the merchant of record, which is the completion of the performance obligation.

These activities are not distinct from each other and are not separate performance obligations.

As a result, the Company’s single performance obligation is to facilitate an experience, which is complete upon the time the experience occurs, and when revenue is recognized.

We do not control the experience or have inventory risk before the operator provides the experience to our customer and therefore act as agent for substantially all of these transactions under GAAP.

We collect payment from the customer prior to the experience occurring, which includes both our commission and the amount due to the operator.

We record our commissions as deferred revenue on our consolidated balance sheet when payment is received, including amounts which are refundable subject to cancellation, until the experience occurs and revenue is recognized.

The amount due to the operator is recorded as a deferred merchant payable on our consolidated balance sheet until completion of the experience, after which payment is remitted to the operator.

To a much lesser extent, we earn commissions from third-party distribution partners, in this case, the customers, who display and promote on their websites the operator experiences available on our platform to generate bookings.

In these transactions, we are not the merchant of record, and we generally invoice and receive commissions directly from third-party distribution partners upon completion of the experience and make payments to the operators after the experience is complete.

Our performance obligation is to allow the third-party distribution partners to display and promote on their website experiences offered by operators who utilize our platform, in exchange for which, we earn a commission when travelers book and complete an experience on the third-party distribution partner's website.

We do not control the service or have inventory risk, and therefore act as an agent for these transactions under GAAP.

Our performance obligation is complete, and revenue is recognized at the time of the booking, as we have no post-booking obligations to the customer.

We recognize this revenue net of an estimate of the impact of cancellations, which is not material, using historical cancellation rates and current trends.

Contract assets are recognized for commissions that are contractually billable contingent upon completion of the experience.

Hotels and Other Segment

Hotels Revenue.

Our largest source of Hotels and Other segment revenue is generated from click-based advertising on Tripadvisor-branded websites, which we refer to as hotel metasearch (also referred to as hotel auction) revenue, which is primarily comprised of contextually-relevant booking links to our travel partners’ websites.

Our click-based travel partners are predominantly online travel agencies, or OTAs, and hotels.

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Click-based revenue is generally billed to our travel partners monthly, consistent with the timing of the service.

We also generate revenue from our cost-per-acquisition, or “CPA” model, which consists of contextually-relevant booking links to our travel partners’ websites which are advertised on our platform.

To a much lesser extent, we also generate revenue from our cost-per-acquisition, or “CPA” model, which consists of contextually-relevant booking links to our travel partners’ websites which are advertised on our platform.

We earn a commission from our travel partners, based on a pre-determined contractual commission rate, for each traveler who clicks to and books a hotel reservation on the travel partner's website, which results in a traveler stay.

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We recognize this revenue net of an estimate of the impact of cancellations, using historical cancellation rates and current trends.

Contract assets are recognized at the time of booking for commissions that are billable upon the completion of a traveler's stay.

Contract assets are recognized at the time of booking for commissions that are billable upon

the completion of a traveler's stay.

CPA revenue is generally billed to our travel partners two months after traveler stays are completed.

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This service is generally priced on a CPC basis, with payments from travel partners determined by the number of travelers who click on the sponsored link multiplied by the CPC rate for each specific click.

CPC rates for hotel sponsored placements that our travel partners pay are generally based on bids

submitted as part of an auction by our travel partners or a pre-determined contractual CPC rate.

CPC rates for hotel sponsored placements that our travel partners pay are generally based on bids submitted as part of an auction by our travel partners or a pre-determined contractual CPC rate.

The travel partner agrees to pay us the CPC rate amount each time a traveler clicks on a link to the travel partner’s website.

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We have applied the practical expedient to measure progress toward completion, as we have the right to invoice the customer in an amount that directly corresponds with the value to the customer of our performance to date, which is measured based on impressions delivered.

Tripadvisor Experiences and Dining Revenue.

We generate revenue from our experiences and restaurant offerings on Tripadvisor-branded websites and mobile apps.

Tripadvisor receives intercompany (intersegment) revenue consisting of affiliate marketing commissions earned primarily from experience bookings and, to a lesser extent, restaurant reservation bookings, on Tripadvisor-branded websites and mobile apps, fulfilled by Viator and TheFork, respectively, which are eliminated on a consolidated basis.

The performance obligations, timing of customer payments for our experiences and dining transactions, and methods of revenue recognition are consistent with the Viator and TheFork segments, as described below.

Other Revenue.

Other revenue primarily consists of Tripadvisor Dining and Cruise revenue.

While Other Revenue includes revenue from vacation rentals, flights and rental cars for all periods presented through December 31, 2025, as the Company enters 2026, it no longer offers travelers access to these categories on our platform.

We generate revenue from our restaurant offerings on Tripadvisor-branded websites and mobile apps.

Tripadvisor receives intercompany (intersegment) revenue consisting of affiliate marketing commissions earned from restaurant reservation bookings on Tripadvisor-branded websites and mobile apps, fulfilled by TheFork, which are then eliminated on a consolidated basis.

The performance obligations, timing of customer payments for dining transactions, and methods of revenue recognition are consistent with TheFork segment, as described below.

In addition, Tripadvisor restaurant offerings, or B2B restaurant offerings, generate subscription fees for subscription-based advertising to our restaurant partners that allow restaurants to manage and promote their website URL, email address, phone number, special offers and other information related to their business, as well as access to certain online reservation management services, marketing analytic tools, and menu syndication services.

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CPC rates for media advertising placements agreed to by our restaurant partners are based on a pre-determined contractual rate.

We record this click-based advertising revenue as the click occurs and diner leads are sent to the restaurant partner as our performance obligation is fulfilled at that time.

We record this click-based advertising revenue as the click occurs and

diner leads are sent to the restaurant partner as our performance obligation is fulfilled at that time.

Click-based revenue is generally billed to our restaurant partners monthly, consistent with the timing of the service.

Other Revenue.

We also offer travelers cruises, vacation rentals, flights, and rental cars solutions on our platforms which complement our end-to-end travel experience.

Our vacation rentals offering provides information and services that allow travelers to research and book vacation and short-term rental properties, including full homes, condominiums, villas, beach properties, cabins and cottages.

These properties are listed on our Tripadvisor-branded websites and mobile apps, and Tripadvisor's portfolio of travel media brands, including, www.flipkey.com, www.holidaylettings.co.uk, and www.niumba.com.

Prior to the fourth quarter of 2024, we earned commissions associated with rental transactions through our free-to-list model from both the traveler and the property owner or manager.

We provided post-booking services to the travelers, property owners and managers until the time the rental commenced, which was the time the performance obligation was satisfied and revenue was recognized.

Under GAAP, we acted as an agent in these transactions, as we did not control any properties before the property owner provided the accommodation to the traveler and had no inventory risk.

Accordingly, this commission revenue was recorded on a net basis.

As of the beginning of the fourth quarter of 2024, our performance obligation in the vacation rentals offering is to display and promote vacation rentals inventory from partners on our platform, including contextually-relevant booking links to third-party booking partners, our customers, in exchange for a commission when travelers complete a booking on the third-party booking partner's website.

The third-party booking partner is responsible for completing the booking, payment processing and post-booking services to the travelers.

We do not control the service or have inventory risk, and therefore act as an agent for these transactions under GAAP.

Accordingly, our performance obligation is satisfied and revenue is recognized at the time of the booking, as we have no post-booking obligations to the traveler.

We recognize this revenue net of an estimate of the impact of cancellations, which is not material, using historical cancellation rates and current trends.

We generally invoice and receive commissions directly from third-party bookings partners upon the completion of a traveler's stay.

Therefore, contract assets are recognized at the time of booking for commissions earned that are billable upon the completion of a traveler's stay.

In addition, Other Revenue includes revenue generated from cruises, flights, and rental cars offerings on Tripadvisor-branded websites and mobile apps and Tripadvisor’s portfolio of brands, which primarily includes click-based advertising and display-based advertising revenue.

Other Revenue also includes revenue generated from our cruise offering on Tripadvisor-branded websites and mobile apps, which primarily includes click-based advertising and display-based advertising revenue.

The performance obligations, timing of customer payments for these offerings, and methods of revenue recognition are generally consistent with click-based advertising and display-based advertising revenue, as described above.

Viator Segment

We provide an online marketplace that allows travelers to research and book tours, activities and attractions in popular travel destinations across the globe through our Viator-branded platform, which includes website, mobile web, and mobile app.

These activities are not distinct from each other and are not separate performance obligations.

As a result, the Company’s single performance obligation is to facilitate an experience, which is complete upon the time the experience occurs, and when revenue is recognized.

We do not control the experience or have inventory risk before the operator provides the experience to our customer and therefore act as agent for substantially all of these transactions under GAAP.

We collect payment from the customer prior to the experience occurring, which includes both our commission and the amount due to the operator.

The amount due to the operator is recorded as a deferred merchant payable on our consolidated balance sheet until completion of the experience, after which payment is remitted to the operator.

We do not control the service or have inventory risk, and therefore act as an agent for these transactions under GAAP.

Our performance obligation is complete, and revenue is recognized at the time of the booking, as we have no post-booking obligations to the customer.

We recognize this revenue net of an estimate

of the impact of cancellations, which is not material, using historical cancellation rates and current trends.

Contract assets are recognized for commissions that are contractually billable contingent upon completion of the experience.

TheFork Segment

We provide information and services for consumers to research and book dining reservations through our online restaurant reservations platform, TheFork.

We primarily generate transaction fees (or per seated diner fees) that are paid by our restaurant customers for diners seated primarily from bookings through TheFork’s online reservation system.

We provide information and services for consumers to research and book dining reservations through our European-based online restaurant reservations and dining management platform, TheFork.

We primarily generate revenue from each booking reservation we facilitate on our platform, calculated on a per seated diner fee or as a percentage of cost of meal basis, which is paid by our restaurant customers for diners seated primarily from bookings through TheFork’s online reservation system.

The transaction fee is recognized as revenue after the reservation is fulfilled, or as diners are seated by our restaurant customers.

We invoice restaurants monthly for transaction fees.

To a lesser extent, we also generate subscription fees for providing access to certain online reservation management services, marketing analytic tools, and menu syndication services.

To a lesser extent, we generate subscription fees in exchange for providing access to its electronic reservation booking software, including online reservation management services, marketing analytic tools, and menu syndication services.

For these services, our performance obligation is to provide restaurants with access to these services over the subscription period, which generally is one-month, and we recognize revenue once our performance obligation is met and invoice restaurants monthly for these subscription services.

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Segment and Geographic Information ” for disaggregation of the Company’s revenue by major products and revenue sources.

We have determined that disaggregating revenue into these categories achieves the disclosure objective under GAAP, which is to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

We have determined that the disaggregation of revenue into these categories achieves the disclosure objective under GAAP, which is to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Deferred Revenue

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Deferred Merchant Payables

In our experience offerings we receive payment from travelers at the time of booking or prior to the experience, and we record these amounts, net of our commissions, on our consolidated balance sheet as deferred merchant payables.

We pay the experience operators after the travelers’ use.

We receive payment from travelers at the time of an experience booking, which is prior to the experience, and we record these amounts, net of our commissions, on our consolidated balance sheet as deferred merchant payables.

We pay experience operators after the travelers’ use.

Therefore, we receive payment from the traveler prior to paying the experience operator and this operating cycle represents a working capital source or use of cash to us.

Our deferred merchant payables balance was $ 308 million and $ 255 million at December 31, 2025 and 2024 , respectively, on our consolidated balance sheets.

Advertising costs

The Company's advertising costs are reported as "Marketing expenses" on our consolidated statements of operations.

We incur advertising costs consisting of paid online traffic acquisition costs (including SEM and other online traffic acquisition costs), syndication costs and affiliate marketing commissions, social media costs, brand advertising (including connected television, traditional television and other offline advertising), promotions and public relations, to promote our brands.

We expense the costs associated with communicating the advertisements in the period in which the advertisement takes place.

Cost of Sales

Cost of sales consists of expenses that are directly related or closely correlated to revenue generation, including direct costs, such as credit card and other booking transaction payment fees, media production costs, ad serving fees, and other revenue generating costs.

In addition, cost of sales includes operating costs such as bad debt expense and non-income taxes, including sales, use, digital services, and other non-income related taxes.

Marketing expenses (or advertising costs) consist of direct costs, including traffic generation costs from paid online traffic acquisition costs (including SEM and other online traffic acquisition costs), syndication costs and affiliate marketing commissions, social media costs, brand advertising (including connected television, traditional television and other offline advertising), promotions and public relations.

We expense costs associated with communicating the advertisements in the period in which the advertisement takes place.

We expense the production costs associated with advertisements in the period in which the advertisement first takes place.

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We include prepaid advertising expenses in prepaid expenses and other current assets on our consolidated balance sheets, which was not material as of December 31, 2025 and 2024 .

Personnel expenses consist primarily of salaries, payroll taxes, bonuses, employee health and other benefits, and stock-based compensation.

In addition, personnel expenses include costs associated with contingent staff, bonuses and commissions for sales, sales support, customer support and marketing employees.

Technology expenses consist primarily of licensing, data center costs including cloud-based solutions, maintenance, computer supplies, telecom, and content translation and localization costs.

General and Administrative

Stock-Based Compensation

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Restricted stock units (“RSUs”) are stock awards that are granted to employees entitling the holder to shares of our common stock as the award vests.

RSUs are measured at fair value based on the quoted price of our common stock at the date of grant.

We amortize the fair value of RSUs as stock-based compensation expense over the vesting term, which is typically over a four-year requisite service period on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date.

We measure the estimated fair value of RSUs based on the quoted price of our common stock at the date of grant.

We amortize the fair value of RSUs as

stock-based compensation expense over the vesting term, which is typically over a four-year requisite service period on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date.

We also issue deferred stock units ("DSUs") in certain cases to non-employee members of our board of directors.

We measure the estimated fair value and recognize related compensation expense for DSUs as described above for RSUs;

over a one-year requisite service period.

Performance-Based Awards.

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We record liabilities to address uncertain tax positions we have taken in previously filed tax returns or that we expect to take in a future tax return.

The determination for required liabilities is based upon an analysis of each individual tax position, taking into consideration whether it is more likely than not that our tax position, based on technical merits, will be sustained upon examination.

The determination for required liabilities is based upon an analysis of each

individual tax position, taking into consideration whether it is more likely than not that our tax position, based on technical merits, will be sustained upon examination.

Cash, Cash Equivalents, Restricted Cash, and Marketable Securities

Our cash consists of available on demand bank deposits held in global financial institutions.

Our cash equivalents generally consist of highly liquid investments, generally including money market funds, term deposits and marketable securities, with maturities of 90 days or less at the date of purchase.

As of December 31, 2024 and 2023, our restricted cash, which primarily consists of legally restricted deposits and escrowed security deposits, was not material.

Our cash equivalents generally consist of highly liquid investments, generally including money market funds, time deposits and marketable securities, with maturities of 90 days or less at the date of purchase.

Our cash balance includes amounts collected on behalf of, but not yet remitted to experiences operators, which are included in the caption deferred merchant payables on our consolidated balance sheets.

As of December 31, 2025 and 2024, we did no t have any cash and cash equivalents classified as restricted cash.

We classify marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date and as to whether and when we intend to sell a particular security prior to its maturity date.

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We classify marketable equity securities, limited by policy to money market funds and mutual funds, as either a cash equivalent, short-term or long-term based on the nature of each security and its availability for use in current operations.

Our marketable securities are classified and accounted for as available-for-sale, and therefore are carried at fair value, with unrealized gains and losses, net of taxes, reported in accumulated other comprehensive income (loss) as a component of stockholders’ equity.

Marketable securities are classified and accounted for as available-for-sale, and therefore are carried at fair value, with unrealized gains and losses, net of taxes, reported in accumulated other comprehensive income (loss) as a component of stockholders’ equity.

Fair values are determined for each individual security in the investment portfolio.

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When the Company becomes aware of facts and circumstances affecting an individual customer, it also takes that specific customer information into account as part of its calculation of expected credit losses.

The Company's exposure to credit losses may increase if our customers are adversely affected by changes in macroeconomic pressures or uncertainty associated with local or global economic recessions, or other customer-specific factors.

The Company's exposure to credit losses may increase if our customers are adversely affected by changes in macroeconomic pressures, changes in global economic policies, or uncertainty associated with local or global economic recessions, or other customer-specific factors.

The following table presents the changes in our allowance for expected credit losses for the periods presented:

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Control over the use of the identified asset means that we have both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.

Our lease contracts contain both lease and non-lease components which we combine as a single component under our accounting policy by asset class, except for office space leases and certain other leases, such as colocation data center leases, which we account separately for the lease and non-lease components.

Our lease contracts contain both lease and non-lease components which we combine as a single component under our accounting policy by asset class, except for office space leases and certain other leases, such as co-location data center leases, which we account separately for the lease and non-lease components.

For leases which the consideration in the contract is allocated to lease and non-lease components, we base it on each component’s relative standalone price.

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The Company uses its estimated incremental borrowing rate as the discount rate in measuring the present value of our lease payments given the rate implicit in our leases is not typically readily determinable.

not currently borrow on a collateralized basis, our incremental borrowing rate is estimated to approximate the interest rate in which the Company would expect to pay on a collateralized basis over a similar term and payments, and in economic environments where the leased asset is located.

Given we do not currently borrow on a collateralized basis, our incremental borrowing rate is estimated to approximate the interest rate in which the Company would expect to pay on a collateralized basis over a similar term and payments, and in economic environments where the leased asset is located.

We use the portfolio approach to determine the discount rate for leases with similar characteristics or when the Company is reasonably certain that doing so would not materially affect the accounting for those leases to which a single discount rate is applied.

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and (2) reduced to reflect lease payments made during the period.

Amortization expense for finance lease ROU assets and interest accretion on finance lease liabilities are recorded to depreciation and interest expense, respectively, in our consolidated statement of operations.

Amortization expense for finance lease ROU assets and interest accretion on finance lease liabilities is recorded to depreciation and interest expense, respectively, in our consolidated statements of operations.

We lease approximately 280,000 square feet of office space for our corporate headquarters in Needham, Massachusetts.

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Operating Leases

Our office space leases, exclusive of our corporate headquarters, are operating leases, which we lease an aggregate of approximately 165,000 square feet at nearly 25 locations across North America, Europe and Asia Pacific, in cities such as New York, London, Singapore, Barcelona and Paris, primarily used as sales offices, subsidiary headquarters, and for international operations, pursuant to leases with various expiration dates, with the latest expiring in March 2034 .

Our office space leases, exclusive of our corporate headquarters, are operating leases, which we lease an aggregate of approximately 172,000 square feet at nearly 25 locations across North America, Europe and Asia Pacific, in cities such as New York, London, Singapore , Barcelona and Paris, primarily used as sales offices, subsidiary headquarters, and for international operations, pursuant to leases with various expiration dates, with the latest expiring in December 2034 .

Operating lease ROU assets and liabilities are recognized at lease commencement date, or the date the lessor makes the leased asset available for use, based on the present value of lease payments over the lease term using the Company’s estimated incremental borrowing rate.

ROU assets associated with operating leases comprise the initial lease liability and are then adjusted for any prepaid or deferred rent payments, unamortized initial direct costs, and lease incentives received.

Amortization expense for operating lease ROU assets and interest accretion on operating lease liabilities are recognized as a single operating lease cost in our consolidated statement of operations, which results effectively in recognition of rent expense on a straight-line basis over the lease period.

Amortization expense for operating lease ROU assets and interest accretion on operating lease liabilities is recognized as a single operating lease cost in our consolidated statement of operations, which results effectively in recognition of rent expense on a straight-line basis over the lease period.

The carrying amount of operating lease liabilities are (1) accreted to reflect interest using the incremental borrowing rate if the rate implicit in the lease is not readily determinable;

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In addition, our short-term lease costs were not material in any period presented.

We sublease certain floors of our corporate headquarters office space in Needham, Massachusetts.

These subleases have terms ranging from 4 to 8 years that will expire at various dates by fiscal year 2030.

We generally recognize sublease income on a straight-line basis over the sublease term.

We present our operating lease costs net of sublease income in our consolidated statements of operations.

We also establish assets and liabilities at the present value of estimated future costs to return certain of our leased facilities to their original condition to satisfy any asset retirement obligations.

Such assets are depreciated

over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated restoration costs and are included in other long-term liabilities on our consolidated balance sheet.

Such assets are depreciated over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated restoration costs and are included in other long-term liabilities on our consolidated balance sheet.

Our asset retirement obligations were not material as of both December 31, 2025 and 2024 .

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During a qualitative assessment, if we determine that it is not more likely than not that the implied fair value of the goodwill is less than its carrying amount, no further testing is necessary.

If, however, we determine that it is more likely than not that the implied fair value of the goodwill is less than its carrying amount, we then perform a quantitative assessment and compare the estimated fair value of the reporting unit to the carrying value.

If, however, we determine

that it is more likely than not that the implied fair value of the goodwill is less than its carrying amount, we then perform a quantitative assessment and compare the estimated fair value of the reporting unit to the carrying value.

If the carrying value of a reporting unit exceeds its estimated fair value, the goodwill impairment is measured using the difference between the carrying value and the estimated fair value of the reporting unit;

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The use of substantially different assumptions, estimates or judgments could trigger the need for an impairment charge, or materially increase or decrease the amount of any such impairment charge.

During the Company's annual goodwill impairment test in the fourth quarter of 2024, a qualitative assessment was performed for all our reporting units, which are Brand Tripadvisor, Viator, and TheFork.

We determined that it was not more likely than not that the fair value of any reporting unit was less than its carrying value, and, accordingly, no impairment charges were recorded during the year ended December 31, 2024.

As part of the qualitative assessment for our annual 2024 goodwill impairment analysis of our reporting units, the factors that we considered included, but were not limited to:

reporting units, (f) comparison of our current financial performance to historical and budgeted results of the reporting units, (g) change in excess of the Company’s market capitalization over its book value, (h) changes in estimates, valuation inputs, and/or assumptions since the last quantitative analysis of the reporting units during the second quarter of 2022, (i) changes in the regulatory environment, (j) changes in strategic outlook or organizational structure and leadership of the reporting units;

During the fourth quarter of 2025, the composition of our reportable segments was changed, as discussed above and in “Note 18:

Segment and Geographic Information .” Following the change in reportable segments, our new reporting units for the purposes of goodwill impairment testing were identified as follows:

(1) Experiences, (2) Hotels and Other, and (3) TheFork.

The Experiences reporting unit includes the operations of our former Viator reporting unit;

in addition to Tripadvisor point-of-sale experiences revenue and associated operating expenses.

The Hotels and Other reporting unit includes the operations of our former Brand Tripadvisor reporting unit;

excluding Tripadvisor point-of-sale experiences revenue and associated operating expenses.

As a result of this reporting unit change, we performed a qualitative impairment assessment on our former reporting units prior to implementing the new segment reporting structure and determined that it was more likely than not that the fair value of all former reporting units was greater than the carrying value.

As part of our qualitative assessment for our goodwill impairment analysis of our former reporting units, the factors that we considered included, but were not limited to:

(a) changes in macroeconomic conditions in the overall economy and the specific markets in which we operate, (b) our ability to access capital, (c) changes in the online travel industry, (d) changes in the level of competition, (e) evaluation of current and future forecasted financial results of the reporting units, (f) comparison of our current financial performance to historical and budgeted results of the reporting units, (g) change in excess of the Company’s market capitalization over its book value, (h) changes in estimates, valuation inputs, and/or assumptions since the last quantitative analysis of the reporting units during the second quarter of 2022, (i) changes in the regulatory environment, (j) changes in strategic outlook or organizational structure and leadership of the reporting units;

and (k) other relevant factors, and how these factors might impact specific performance in future periods.

We then performed a goodwill impairment test for each of the three new reporting units (Experiences, Hotels and Other, and TheFork) upon the change in reportable segments using a quantitative impairment assessment that used a combination of:

(i) an income approach based on discounted cash flow analysis, and (ii), a market approach based on market multiples, for each reporting unit.

We concluded the estimated fair values were substantially in excess of the carrying values for the new reporting units, and therefore, no indications of impairment were identified as a result of these changes in the fourth quarter of 2025.

Significant changes in macroeconomic conditions, industry and market environments or financial performance could result in a future impairment of goodwill, in particular the Hotels and Other reporting unit if expected profitability trends assumed in the discounted cash flow analysis are not realized.

As a result of the change in segments, the Company used a relative fair value approach to estimate the portion of goodwill carrying amount associated with the former Brand Tripadvisor reporting unit for which to allocate to the new Experiences reporting unit, which was $ 190 million.

This reflects the combining of the Tripadvisor point-of-sale experiences commerce into the new Experiences segment from the former Brand

Tripadvisor segment.

Refer to “Note 6:

Goodwill and Intangibles ” for a summary of our goodwill activity by reportable segments.

Intangible Assets

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Impairment of Long-Lived Assets

We periodically review the carrying amount of our definite-lived intangible assets and other long-term assets, including property and equipment, net and operating lease right-of-use assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable.

We periodically review the carrying amount of our other long-term assets, including property and equipment, net and operating lease right-of-use assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable.

Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others.

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If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows, using an appropriate discount rate.

Any impairment would be measured by the amount that the carrying values, of such asset groups, exceed their

estimated fair value and would be included in operating income (loss) on the consolidated statement of operations.

Any impairment would be measured by the amount that the carrying values, of such asset groups, exceed their estimated fair value and would be included in operating income (loss) on the consolidated statement of operations.

Considerable management judgment is necessary to estimate the fair value of asset groups.

Accordingly, actual results could vary significantly from such estimates.

We have not identified any circumstances that would warrant an impairment charge for any recorded definite-lived intangibles or other long-term assets on our consolidated balance sheet at December 31, 2024 or 2023 .

We have not identified any circumstances that would warrant an impairment charge for any recorded other long-term assets on our consolidated balance sheet at December 31, 2025 or 2024 .

Foreign Currency Translation and Transaction Gains and Losses

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The resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity on our consolidated balance sheet.

In addition, our subsidiaries also engage in transactions in currencies other than its functional currency.

In addition, our subsidiaries also engage in transactions in currencies other than their functional currency.

Transactions denominated in currencies other than the functional currency are recorded based on foreign currency exchange rates at the time such transactions arise.

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These differences are not expected to be significant due to the short-term nature of the contracts, which to date, have typically had maturities at inception of 90 days or less.

The net cash received or paid related to our derivative instruments are classified in other investing activities in our consolidated statements of cash flows.

The net cash received or paid related to our derivative instruments is classified in other investing activities in our consolidated statements of cash flows.

Counterparties to forward contracts consist of major global financial institutions.

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Level 1—Valuations are based on quoted market prices for identical assets and liabilities in active markets.

Level 2—Valuations are based on observable inputs other than quoted market prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3—Valuations are based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants.

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Our business is subject to certain risks and concentrations, including a concentration related to dependence on our relationships with our customers.

For the year ended December 31, 2024, Booking (and its subsidiaries) accounted for 10 % or more of our consolidated revenue, and together with Expedia (and its subsidiaries), our two most significant travel partners, accounted for approximately 22 % of our consolidated revenue.

For the years ended December 31, 2023 and 2022 , Expedia and Booking each accounted for 10 % or more of our consolidated revenue, and together accounted for approximately 25 % and 31 % , respectively, of our consolidated revenue.

Nearly all of this concentration of revenue is recorded in our Brand Tripadvisor segment during these reporting periods.

For the years ended December 31, 2025 and 2024, Booking (and its subsidiaries) accounted for 10 % or more of our consolidated revenue, and together with Expedia (and its subsidiaries), our two most significant travel partners, accounted for approximately 21 % and 22 % of our consolidated revenue, respectively.

For the year ended December 31, 2023 , Expedia and Booking each accounted for 10 % or more of our consolidated revenue, and together accounted for approximately 25 %, of our consolidated revenue.

Nearly all of this concentration of revenue is recorded in our Hotels and Other segment during these reporting periods.

Additionally, our business is dependent on relationships with third-party service providers that we rely on to fulfill service obligations to our customers where the Company is the merchant of record, such as our experience operators.

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Refer to “Note 18:

Segment and Geographic Information ” for information regarding concentrations related to geographic and product revenues and fixed assets by geographic location.

As of both December 31, 2024 and 2023, Expedia accounted for approximately 10 % of our consolidated accounts receivable, net.

Segment and Geographic Information ” for information on geographic and product revenue concentrations and fixed assets by geographic location.

As of December 31, 2025 and 2024, Expedia accounted for approximately 5 % and 10 % of our consolidated accounts receivable, net, respectively.

Financial instruments, which potentially subject us to concentration of credit risk, generally consist, at any point in time, of cash and cash equivalents, corporate debt securities, forward contracts, capped calls, and accounts receivable.

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Contingent Liabilities

Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure.

Routinely, we review the status of all significant outstanding matters to assess any potential financial exposure.

When (i) it is probable that an asset has been impaired or a liability has been incurred;

and (ii) the amount

of the loss can be reasonably estimated, we record the estimated loss in our consolidated statement of operations.

We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the consolidated financial statements.

and (ii) the amount of the loss can be reasonably estimated, we record the estimated loss in our consolidated statement of operations.

the consolidated financial statements.

Significant judgment may be required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable.

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Treasury Stock

Shares of our common stock repurchased, including incremental direct costs to purchase treasury stock, including excise tax, are recorded at cost as t reasury stock and result in the reduction of stockholders' equity on our consolidated balance sheet.

Repurchases of Treasury Shares

Shares of our common stock repurchased, including incremental direct costs to purchase treasury stock, including excise tax, are recorded at cost as treasury stock and result in a reduction in stockholders' equity on our consolidated balance sheet.

We may reissue these treasury shares.

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If the issuance price is lower than the cost, the difference is first charged against any credit balance in additional paid-in-capital from the previous issuances of treasury stock and any remaining balance is charged to retained earnings.

Retirement of Treasury Shares

The retirement of treasury shares is recorded as a reduction to common stock, equal to the par value of the shares retired, on our consolidated balance sheet.

The excess carrying value of the treasury shares over par value is recorded as a reduction of additional paid-in capital, to the extent there is additional paid-in capital in the same class of stock, with any remaining excess as a reduction to retained earnings.

Earnings Per Share (“EPS”)

Basic Earnings Per Share Attributable to Common Stockholders

Basic EPS Attributable to Common Stockholders

We compute basic earnings per share, or Basic EPS, by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

We compute the weighted average number of common shares outstanding during the reporting period using the total of common stock and Class B common stock outstanding as of the last day of the previous year end reporting period plus the weighted average of any additional shares issued and outstanding less the weighted average of any common shares repurchased during the reporting period.

Diluted Earnings Per Share Attributable to Common Stockholders

We compute the weighted average number of common shares outstanding during the reporting period using the total of all common stock outstanding as of the last day of the previous year end reporting period plus the weighted average of any additional shares issued and outstanding less the weighted average of any common shares repurchased during the reporting period.

Diluted EPS Attributable to Common Stockholders

Diluted earnings per share, or Diluted EPS, includes the potential dilution of common equivalent shares outstanding that could occur from stock-based awards and other stock-based commitments using the treasury stock method.

We compute Diluted EPS by dividing net income (loss) by the sum of the weighted average number of common and common equivalent shares outstanding during the period.

We compute the weighted average number of common and common equivalent shares outstanding during the period using the sum of (i) the number of shares of common stock and Class B common stock used in the Basic EPS calculation as indicated above;

(ii) if dilutive, the incremental weighted average common stock that we would issue upon the assumed exercise of outstanding common equivalent shares, primarily stock options and restricted stock units using the treasury stock method;

We compute the weighted average number of common and common equivalent shares outstanding during the period using the sum of (i) the number of shares of common stock used in the Basic EPS calculation as indicated above;

(ii) if dilutive, the incremental weighted average common stock that we would issue upon the assumed exercise of outstanding common equivalent shares, primarily restricted stock units and stock options using the treasury stock method;

and (iii) if dilutive, performance-based and market-based awards based on the number of shares that would be issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period.

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The treasury stock method assumes that a company uses the proceeds from the exercise of an equity award to repurchase common stock at the average market price for the reporting period.

In periods of net income, shares of our common stock subject to the potential conversion of the 2026 Senior Notes outstanding during the period is also included in our weighted average number of shares outstanding used to calculate Diluted EPS using the if-converted method under GAAP, as share settlement is presumed.

In periods of net income, shares of our common stock subject to the potential conversion of the 2026 Senior Notes outstanding during the period are also included in our weighted average number of shares outstanding used to

calculate Diluted EPS using the if-converted method, as share settlement is presumed under GAAP.

When convertible notes are dilutive, interest expense, net of tax, is added back to net income attributable to common stockholders to calculate Diluted EPS.

Capped Calls are excluded from the calculation of Diluted EPS, as they would be antidilutive.

However, upon conversion of the 2026 Senior Notes, unless the market price of our common stock exceeds the cap price, an exercise of the Capped Calls would generally offset any dilution from the 2026

Senior Notes from the conversion price up to the cap price.

However, upon conversion of the 2026 Senior Notes, unless the market price of our common stock exceeds the cap price, an exercise of the Capped Calls would generally offset any dilution from the 2026 Senior Notes from the conversion price up to the cap price.

As of December 31, 2025, 2024, and 2023 , the market price of a share of our common stock did not exceed the $ 107.36 cap price.

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Debt ” for further information regarding our 2026 Senior Notes and Capped Calls.

In periods of a net loss, common equivalent shares are excluded from the calculation of Diluted EPS as their inclusion would have an antidilutive effect.

In periods of net loss, common equivalent shares are excluded from the calculation of Diluted EPS as their inclusion would have an antidilutive effect.

Accordingly, for periods in which we report a net loss, Diluted EPS is the same as Basic EPS, since dilutive common equivalent shares are not assumed to have been issued if their effect is antidilutive.

Recently Adopted Accounting Pronouncement

In November 2023, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance which expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

This guidance is effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024, with early adoption permitted, including adoption in any interim period.

We adopted this accounting guidance on December 31, 2024, and applied it retrospectively to all prior periods presented in our consolidated financial statements.

The adoption of this accounting guidance did not result in a change to our previously reported segments revenue or adjusted EBITDA.

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires entities to provide additional information in the income tax rate reconciliation and additional disclosures about income taxes paid.

The new accounting guidance requires entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold.

We adopted this accounting guidance on December 31, 2025, and applied it prospectively in our consolidated financial statements.

Refer to “Note 10:

Segment and Geographic Information ” for our reportable segment disclosure information required under the adoption of this accounting guidance, including significant segment expenses that are regularly provided to our CODM.

Income Taxes ” for information required under the adoption of this accounting guidance.

New Accounting Pronouncements Not Yet Adopted

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Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) .

The Company does not expect the adoption of the new guidance to have a material impact on its consolidated financial statements.

In July 2025, the FASB issued new accounting guidance that provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets accounted for under ASC 606, Revenue from Contracts with Customers .

This guidance is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted, and should be applied prospectively.

The Company does not expect the adoption of the new guidance to have a material impact on its consolidated financial statements.

In addition, we are currently considering the timing of adoption and remain in the process of evaluating the impact of adopting the newly issued accounting rules discussed below on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued new accounting guidance expanding disclosure requirements related to certain income statement expenses.

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This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively.

In December 2023, the FASB issued new accounting guidance requiring entities to provide additional information in the income tax rate reconciliation and additional disclosures about income taxes paid.

This guidance is effective for annual periods beginning after December 15, 2024, and should be applied prospectively, but entities have the option to apply it retrospectively for each period presented.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

We are currently considering our timing of adoption and are in the process of evaluating the impact of adopting these newly issued accounting rules on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued new accounting guidance that modernizes the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach.

This guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted.

In December 2025, the FASB issued new accounting guidance, which clarifies the guidance in ASC 270, Interim Reporting , to improve the consistency of interim financial reporting.

The guidance provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

This guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted.

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Cash, Cash Equivalents and Marketable Securities

As of both December 31, 2024 and 2023, we had approximately $ 1.1 billion of cash and cash equivalents, which consisted of available on demand bank deposits and money market funds, with maturities of 90 days or less at the date of purchase, in each case, with major global financial institutions.

As of December 31, 2025 and 2024, we had approximately $ 1.0 billion and $ 1.1 billion, respectively, of cash and cash equivalents, which consisted of available on demand bank deposits and time deposits, as well as money market funds , with maturities of 90 days or less at the date of purchase, in each case, with major global financial institutions.

We had no outstanding investments classified as either short-term or long-term marketable securities as of December 31, 2025 and 2024, respectively, and there were no purchases or sales of any marketable securities during the years ended December 31, 2025, 2024 and 2023.

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Money market funds

Time deposits

(1) We did not have any unrealized gains and losses related to our cash equivalents.

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Our outstanding or unsettled forward contracts were carried at fair value on our consolidated balance sheets at December 31, 2025 and 2024.

We measure the fair value of our outstanding or unsettled derivatives using Level 2 fair value inputs, as we use a pricing model that takes into account the contract terms as well as current foreign currency exchange rates in active markets.

We measure the fair value of our outstanding or unsettled derivatives using Level 2

fair value inputs, as we use a pricing model that takes into account the contract terms as well as current foreign currency exchange rates in active markets.

We recognize any gain or loss resulting from the change in fair value of our forward contracts in other income (expense), net on our consolidated statement of operations.

We recorded a net gain of $ 1 million and $ 4 million for the years ended December 31, 2024 and 2022, respectively, related to our forward contracts, while this amount was not material for the year ended December 31, 2023.

We recorded a net loss of $ 2 million for the year ended December 31, 2025, and a net gain of $ 1 million for the year ended December 31,2024, related to our forward contracts, while this amount was not material for the year ended December 31, 2023.

The following table shows the notional principal amounts of our outstanding derivative instruments for the periods presented:

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These outstanding derivatives are not designated as hedging instruments and have an original maturity period of 90 days or less.

(2) The fair value of our outstanding derivatives as of December 31, 2024 and 2023 , respectively, was not material.

(2) The fair value of our outstanding derivatives as of December 31, 2024 was not material.

The notional amount of a forward contract is the contracted amount of foreign currency to be exchanged and is not recorded on the consolidated balance sheet.

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Fair Value of Long-Term Debt

The following table shows the aggregate principal and fair value amount of the 2025 Senior Notes, 2026 Senior Notes, and Term Loan B Facility as of the dates presented, primarily classified as long-term debt on our consolidated balance sheets, and are considered Level 2 fair value measurements.

The following table shows the aggregate principal and fair value amount of the 2026 Senior Notes and Term Loan B Facility as of the dates presented, and are considered Level 2 fair value measurements.

Refer to “Note 8:

Debt ” for additional information related to our 2025 Senior Notes, 2026 Senior Notes, and Term Loan B Facility.

Debt ” for additional information related to our 2026 Senior Notes and Term Loan B Facility.

December 31, 2025

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Term Loan B Facility (2)

2025 Senior Notes (2)

(1) We estimate the fair value of the 2025 Senior Notes, 2026 Senior Notes, and Term Loan B Facility based on recently reported market transactions and/or prices for identical or similar financial instruments obtained from a third-party pricing source .

(2) During the third quarter of 2024, the Company issued the $ 500 million Term Loan B Facility and used these borrowed funds to redeem all $ 500 million aggregate principal amount of the Company's outstanding 2025 Senior Notes.

(1) We estimate the fair value of the 2026 Senior Notes and Term Loan B Facility based on recently reported market transactions and/or prices for identical or similar financial instruments obtained from a third-party pricing source .

(2) During the first quarter of 2025, the Company increased its existing Term Loan B Facility borrowings in the amount of $ 350 million .

Refer to “Note 8:

Debt ” for further information .

The Company did not have any assets or liabilities measured at fair value on a recurring basis using Level 3 unobservable inputs at both December 31, 2024 and 2023.

The Company did no t have any assets or liabilities measured at fair value on a recurring basis using Level 3 unobservable inputs at both December 31, 2025 and 2024.

Assets Measured at Fair Value on a Non-recurring Basis

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For the years ended December 31, 2025, 2024 and 2023, we recorded amortization of capitalized website development costs of $ 68 million, $ 59 million and $ 55 million, respectively, which is included in depreciation expense on our consolidated statements of operations.

During the year ended December 31, 2024, we retired and subsequently disposed of certain capitalized website development projects, leasehold improvements and computer equipment and purchased software, which were no longer in use and fully depreciated, with a total gross cost and related accumulated depreciation of $ 54 million.

During the year ended December 31, 2025, we

retired and subsequently disposed of certain capitalized website development projects and computer equipment and purchased software, which were no longer in use and fully depreciated, with a total gross cost and related accumulated depreciation of $ 43 million.

Operating and finance lease assets and liabilities consist of the following as of the dates presented:

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Total lease liabilities

As of December 31, 2024, we did not have any additional operating or finance leases that have not yet commenced but that create significant rights and obligations for us.

As of December 31, 2025, we did not have any operating or finance leases that have not yet commenced but that create significant rights and obligations for us.

The components of lease expense were as follows for the periods presented:

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Total lease cost, net

(1) Operating lease costs, net of sublease income, are included within operating expenses in our consolidated statements of operations.

(1) Operating lease costs, net of sublease income, are included in operating expenses on our consolidated statements of operations.

(2) Amount is included in depreciation expense in our consolidated statements of operations.

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Brand Tripadvisor

Hotels and Other

(in millions)

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Foreign currency translation adjustments

Re-allocation to new segments (2)

Balance as of December 31, 2025

(1) The carrying value of TheFork's goodwill was not impacted by the changes in our reportable segments in the fourth quarter of 2025.

(2) Refer to “Note 18:

Segment and Geographic Information ” for information regarding our reportable segment changes

in the fourth quarter of 2025 and “Note 2:

Significant Accounting Policies” for information regarding the Company’s re-allocation of goodwill.

There were no goodwill impairment charges recognized on our consolidated statements of operations during the years ended December 31, 2025, 2024, or 2023.

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Significant Accounting Policies ” for discussion regarding the Company’s 2025 goodwill impairment assessment.

As of both December 31, 2024 and 2023 , accumulated goodwill impairment losses totaled $ 3 million, which was associated with the Brand Tripadvisor segment.

As of both December 31, 2025 and 2024 , accumulated goodwill impairment losses totaled $ 3 million and was associated with the Hotels and Other segment.

Intangible assets, acquired in business combinations and recorded at fair value on the date of purchase, consisted of the following as of the dates presented:

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Intangible assets with indefinite lives (1)

(1) Indefinite-lived intangible assets include trade names and trademarks for Brand Tripadvisor.

(1) Indefinite-lived intangible assets consist of Tripadvisor trade names and trademarks.

Amortization expense for definite-lived intangible assets was $ 3 million, $ 6 million, and $ 9 million, for the years ended December 31, 2025, 2024 and 2023, respectively.

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Refer to “Note 2:

Significant Accounting Policies ” for discussion regarding the Company’s 2024 indefinite-lived intangible impairment assessment.

Significant Accounting Policies ” for discussion of the Company’s 2025 indefinite-lived intangible impairment assessment.

The following table presents the components of our intangible assets with definite lives as of the dates presented:

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Accrued marketing costs

Interest payable (1)

Finance lease liability - current portion (1)

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Accrued legal contingencies (3)

Investment tax credit (4)

Restructuring and other related reorganization costs (5)

(1) Amount for the year ended December 31, 2023 relates primarily to interest accrued on our 2025 Senior Notes.

(1) Refer to “Note 5:

Debt ” for further information.

(2) Refer to “Note 5:

Leases ” for further information regarding our lease obligations.

(3) Amount relates primarily to digital service taxes.

(2) Amounts are primarily related to unpaid digital services taxes .

(3) Refer to “Note 11:

Commitments and Contingencies ” for further information .

(4) Refer to “Note 10:

Income Taxes ” for further information .

(5) The following table summarizes our restructuring and other related reorganization costs for the periods presented:

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Accrued liability as of December 31, 2024

Charges (2)(3)

Accrued liability as of December 31, 2025

(1) During the third quarter of 2023, the Company approved and subsequently initiated a set of actions across its businesses in order to reduce its cost structure, improve operational efficiencies, and realign its workforce with its strategic initiatives.

These actions taken by the Company resulted in reduced global headcount.

As a result, the Company incurred estimated pre-tax restructuring and other related reorganization costs of $ 22 million during the year ended December 31, 2023, consisting of employee severance and related benefits.

We expect the majority of remaining unpaid costs as of December 31, 2024 to be disbursed during the first quarter of 2025.

(1) During the fourth quarter of 2024, the Company approved and subsequently initiated a set of actions across its businesses in order to reduce its cost structure, improve operational efficiencies, and realign its workforce with its strategic initiatives.

As a result, the Company incurred and paid a one-time contract termination fee to a third-party professional services firm of $ 18 million within its Brand Tripadvisor segment.

In addition, these actions also included estimated pre-tax restructuring and other related reorganization costs of $ 3 million during the three months ended December 31, 2024, which consisted of employee severance and related benefits, and expect to be paid during the first quarter of 2025.

As a result, the Company incurred and paid a one-time contract termination fee to a third-party professional services firm of $ 18 million within its Hotels and Other segment (formerly Brand Tripadvisor segment).

(2) As a result of these actions taken, as noted above, the Company incurred and paid estimated pre-tax restructuring and other related reorganization costs of $ 10 million during the year ended December 31, 2025, which consisted of employee severance and related benefits, primarily in our Hotels and Other segment.

(3) Separately, and unrelated to the restructuring events noted above, during the fourth quarter of 2025, the C ompany approved and subsequently initiated a series of cost savings actions following a decision to realign its operating model across its Experiences and Hotels and Other segments (formerly Viator and Brand Tripadvisor segments, respectively) to support the Company’s positioning as an experiences-led and AI-enabled company.

As a result of these actions taken, the Company incurred estimated pre-tax restructuring and other related reorganization costs of $ 33 million during the three months ended December 31, 2025, which consisted of employee severance and related benefits, primarily in our Hotels and Other segment, and to lesser extent, our Experiences segment.

We expect the majority of remaining unpaid costs as of December 31, 2025 to be disbursed during the first quarter of 2026.

The Company’s outstanding debt consisted of the following as of the dates presented:

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Short-term debt:

Term Loan B Facility

Term Loan B Facility due 2031

0.25 % Convertible 2026 Senior Notes due 2026

Unamortized Debt Issuance Costs

Total short-term debt

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0.25 % Convertible 2026 Senior Notes due 2026

7.00 % 2025 Senior Notes due 2025

Unamortized Debt Issuance Costs

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We are party to a credit agreement with a group of lenders initially entered into in June 2015 and, amended and restated in June 2023 (the “Credit Agreement”), which, among other things, provides for a $ 500 million secured revolving credit facility (the “Credit Facility”).

The Credit Facility has a maturity date of June 29, 2028 (unless, on any date that is 91 days prior to the final scheduled maturity date in respect of any indebtedness outstanding under certain “specified debt,” the aggregate outstanding principal amount of such specified debt is $ 200 million or more, then the maturity date will be such business day).

On July 8, 2024, the Company entered into the First Amendment

to its Credit Agreement (the “Amended Credit Agreement”), which implements the Term Loan B Facility (discussed below);

and among other things:

• Does not change the aggregate amount of revolving commitments available at $ 500 million related to our Credit Facility;

• Makes certain adjustments to the definition of “Consolidated EBITDA”;

• Increases the Available Amount by the portion of excess cash flow and asset sale, casualty and condemnation mandatory prepayments declined by lenders under the Term Loan B Facility, which may be used to make restricted payments and investments;

• Adds a separate dollar basket not to exceed the greater of $ 195 million and 50 % of Consolidated EBITDA for capital leases and purchase money debt;

• Adds a separate “ratio debt” basket for additional indebtedness up to 3.5 times pro forma Total Net Leverage Ratio , subject to certain customary limitations;

• Adds customary extension and modification and refinancing facility provisions.

The Credit Facility has a maturity date of June 29, 2028 .

On July 8, 2024, the Company entered into the First Amendment to its Credit Agreement, which primarily implemented the Term Loan B Facility (discussed below), and, on March 20, 2025, entered into the Second Amendment to the Amended Credit Agreement, which increased the existing Term Loan B Facility in the amount of $ 350 million.

On June 5, 2025, the Company entered into the Third Amendment to the amended Credit Agreement, which amended the Credit Facility’s maturity conditions (the Credit Agreement, with the First Amendment, the Second Amendment and the Third Amendment is hereinafter referred to as the “Amended Credit Agreement”).

The Credit Facility had previously provided a conditional maturity date (referred to as “Springing Maturity Date” in Amended Credit Agreement) that was 91 days prior to the final scheduled maturity date in respect of any indebtedness outstanding under certain “specified debt,” the aggregate outstanding principal amount of such specified debt is $ 200 million or more.

The Third Amendment defined the occurrence of Springing Maturity Date as 91 days or fewer prior to the final schedule maturity date in respect of the aggregate outstanding principal amount of indebtedness under the 2026 Senor Notes that is $ 200 million or more and the aggregate amount of unrestricted cash of the Company and its restricted subsidiaries, less deferred merchant payables, is less than $ 500 million.

The Amended Credit Agreement does not change the aggregate amount of revolving commitments available at $ 500 million related to our Credit Facility.

The Amended Credit Agreement includes certain customary restrictions on the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, grant additional liens, and make investments, acquisitions, dispositions, distributions, and other payments, with certain exceptions as more specifically described in the Amended Credit Agreement.

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If an event of default occurs and is continuing, then, among other things, the lenders under the Credit Facility and/or the Term Loan B Facility, as applicable, may declare any outstanding Credit Facility and/or Term Loan B Facility obligations, as applicable, under the Amended Credit Agreement to be immediately due and payable and exercise their rights and remedies against the collateral.

The obligations under the Amended Credit Agreement are secured by substantially all assets, whether personal, tangible or intangible, of the Company and the Subsidiary Loan Parties as granted under the Security Documents.

Security Documents.

Any term not otherwise defined herein shall have the meaning ascribed to it in the Amended Credit Agreement.

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In addition, we are required to pay a quarterly commitment fee, at an applicable rate ranging from 0.25 % to 0.40 %, on the daily unused portion of the Credit Facility for each fiscal quarter and in connection with the issuance of letters of credit.

December 31, 2024, our unused revolver capacity was subject to a commitment fee of 0.25 % , given the Company’s total net leverage ratio .

In connection with the Amended Credit Agreement, we incurred lender fees and other debt financing costs of $ 1 million under the Credit Facility.

These costs were capitalized as deferred financing costs in other long-term assets on our consolidated balance sheet as of December 31, 2024.

As of both December 31, 2024 and 2023, the Company had $ 4 million remaining in deferred financing costs in connection with the Credit Facility.

These costs will be amortized over the remaining term of the Credit Facility, using the effective interest rate method, and recorded to interest expense on our consolidated statement of operations.

As of December 31, 2025, our unused revolver capacity was subject to a commitment fee of 0.25 % , given the Company’s total net leverage ratio .

There is no specific repayment date prior to the maturity date for any borrowings under the Amended Credit Agreement.

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Term Loan B Facility

On July 8, 2024, under the Amended Credit Agreement, the Company issued a $ 500 million Term Loan B Facility maturing July 8, 2031, with an interest rate based on secured overnight financing rate ("SOFR") plus 2.75 %.

On July 8, 2024, under the Amended Credit Agreement, the Company issued a $ 500 million Term Loan B Facility maturing July 8, 2031, with an interest rate based on secured overnight financing rate (" SOFR ") plus 2.75 % and was offered at 99.75 % of par.

On July 15, 2024, the Company used these borrowed funds to fully redeem its outstanding 2025 Senior Notes.

As of December 31, 2024, the interest rate on the Term Loan B Facility was 7.11 % and the weighted-average interest rate on the Term Loan B Facility was 7.74 % for the year ended December 31, 2024.

The Term Loan B Facility was offered at 99.75 % of par and is required to be paid down at 1.00 % of the aggregate principal amount per year, repayable in quarterly installments on the last day of each calendar quarter, commencing December 31, 2024, equal to 0.25 % of the original principal amount with the balance due on the maturity date.

Principal payments of $ 1 million were made during the year ended December 31, 2024.

On March 20, 2025, under the Amended Credit Agreement, the Company increased its existing Term Loan B Facility in the amount of $ 350 million, with a maturity date of July 8, 2031 and an interest rate based on SOFR plus 2.75 % (the “Tack-On Incremental Term Loan B Facility” ).

The Tack-On Incremental Term Loan B Facility was offered at 98.56 % of par.

The proceeds from the Tack-On Incremental Term Loan B Facility will be used to fund the repurchase, repayment or redemption of the Company's 2026 Senior Notes and for general corporate purposes.

The Company incurred $ 9 million of debt issuance costs associated with the Tack-On Incremental Term Loan B Facility.

We refer to the original Term Loan B Facility, combined with the Tack-On Incremental Term Loan B Facility, as the “Term Loan B Facility.”

As of December 31, 2025 and 2024 , the interest rate on the Term Loan B Facility was 6.47 % and 7.11 %, respectively, and the weighted-average interest rate on the Term Loan B Facility was 6.98 % and 7.74 % for the years ended December 31, 2025 and 2024, respectively.

The Term Loan B Facility is required to be paid down at 1.00 %

of the aggregate principal amount per year, repayable in quarterly installments on the last day of each calendar quarter, equal to 0.25 % of the original principal amount with the balance due on the maturity date.

Principal payments of $ 9 million and $ 1 million were made during the years ended December 31, 2025 and 2024, respectively.

The Term Loan B Facility has no financial covenants.

In connection with the issuance of the Term Loan B Facility, we incurred $ 7 million of debt issuance costs, comprised of the initial purchasers’ discount, lender fees, and other debt financing costs.

As of December 31, 2025, and in connection with the issuance of the Term Loan B Facility, we have $ 12 million remaining of debt issuance costs, comprised of the initial purchasers’ discount, lender fees, and other debt financing costs.

These debt issuance costs will be amortized over the remaining term of the Term Loan B Facility, using the effective interest rate method, and recorded to interest expense on our consolidated statement of operations.

As of December 31, 2024, unpaid interest on the Term Loan B Facility was not material and $ 19 million was recorded as interest expense on our consolidated statement of operations during the year ended December 31, 2024.

As of December 31, 2025 and 2024, unpaid interest on the Term Loan B Facility was not material.

During the years ended December 31, 2025 and 2024, we recorded $ 55 million and $ 19 million, respectively, of interest expense on our consolidated statements of operations.

2025 Senior Notes

On July 15, 2024 , as noted above, the Company redeemed all $ 500 million aggregate principal amount of the Company’s outstanding 2025 Senior Notes, in addition to the settlement of accrued and unpaid interest.

On July 15, 2024 , the Company redeemed all $ 500 million aggregate principal amount of the Company’s outstanding 2025 Senior Notes, in addition to the settlement of accrued and unpaid interest.

As a result, we recognized a loss on extinguishment of debt of $ 2 million, which primarily consisted of a non-cash write-off of unamortized debt issuance costs, and is included in Other income (expense), net on our consolidated statement of operations the year ended December 31, 2024.

As of December 31, 2023, unpaid interest on our 2025 Senior Notes was $ 16 million and was included in accrued expenses and other current liabilities on our consolidated balance sheets.

During the years ended December 31, 2024, 2023 and 2022, we recorded $ 19 million, $ 35 million, and $ 35 million of interest expense, respectively, on our consolidated statements of operations.

During the years ended December 31, 2024 and 2023, we recorded $ 19 million and $ 35 million of interest expense, respectively, on our consolidated statements of operations.

2026 Senior Notes

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The terms of the 2026 Senior Notes are governed by an Indenture, dated March 25, 2021 (the “2026 Indenture”), among the Company, the guarantors party thereto and the trustee.

The 2026 Senior

Notes mature on April 1, 2026 , unless earlier converted, redeemed or repurchased.

The 2026 Senior Notes mature on April 1, 2026 , unless earlier converted, redeemed or repurchased.

The 2026 Senior Notes are senior unsecured obligations of the Company, although guaranteed by certain of the Company’s domestic subsidiaries, with interest payable semiannually in arrears on April 1 and October 1 of each year.

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T he Company intends to use the remainder of the proceeds from this offering for general corporate purposes, which may include repayment of debt.

The debt issuance

costs are being amortized over the remaining term of the 2026 Senior Notes, using the effective interest rate method, and recorded to interest expense on our consolidated statement of operations.

The debt issuance costs are being amortized over the remaining term of the 2026 Senior Notes, using the effective interest rate method, and recorded to interest expense on our consolidated statement of operations.

During the years ended December 31, 2025, 2024 and 2023 , our effective interest rate on our 2026 Senior Notes, including debt issuance costs, was approximately 0.27 % , 0.33 % and 0.40 % , respectively, and $ 1 million was recorded as interest expense on our consolidated statements of operations for each of the years ended December 31, 2025, 2024 and 2023.

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The Capped Calls are expected generally to reduce potential dilution to the common stock upon any conversion of 2026 Senior Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of such converted 2026 Senior Notes, as the case may be, with such reduction and/or offset subject to a cap.

The strike price of the Capped Calls is $ 73.81 , while the cap price of the Capped Calls will initially be $ 107.36 per share of our common stock, which represents a premium of 100 % over the close price of our common stock of $ 53.68 per share on March 22, 2021 and is subject to certain customary adjustments under the terms of the Capped Calls.

The strike price of the Capped Calls is $ 73.81 , while the cap price of the Capped Calls will initially be $ 107.36 per share of our common

stock, which represents a premium of 100 % over the close price of our common stock of $ 53.68 per share on March 22, 2021 and is subject to certain customary adjustments under the terms of the Capped Calls.

The Capped Calls are considered indexed to our own stock and are considered equity classified under GAAP, and were recorded as a reduction to additional paid-in-capital within stockholders’ equity on our consolidated balance sheet when the Capped Calls were purchased in March 2021.

The Capped Calls are not accounted for as derivatives and their fair value is not remeasured each reporting period.

In addition, upon entering into the Capped Calls we recorded an associated deferred tax asset of $ 9 million, as we made an income tax election allowable under the IRS regulations in order to recover the cost of the Capped Calls as interest expense for income tax purposes only over the term of the 2026 Senior Notes.

In addition, upon entering into the Capped Calls we recorded an associated deferred tax asset of $ 9 million, as we made an income tax election allowable under the Internal Revenue Service (“IRS”) regulations in order to recover the cost of the Capped Calls as interest expense for income tax purposes only over the term of the 2026 Senior Notes.

OTHER LONG-TERM LIABILITIES

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Deferred gain on equity method investment (2)

Long-term income taxes payable (3)

(1) Refer to “Note 10:

Income Taxes ” for information regarding our unrecognized tax benefits.

Income Taxes ” for further information.

Amounts include accrued interest related to this liability .

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Financial Instruments and Fair Value Measurements ” for additional information .

(3) Amount relates to the long-term portion of transition tax payable related to the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act” ), which was reclassified to current income taxes payable on our consolidated balance sheet during 2024.

The following table presents a summary of our domestic and foreign income (loss) before income taxes for the periods presented:

The following table presents a summary of our domestic and foreign income before income taxes for the periods presented:

Year Ended December 31,

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Foreign NOLs of $ 410 million may be carried forward indefinitely, while the remaining foreign NOLs of $ 14 million expire at various times starting from 2026 .

Additionally, we had a U.S.

capital loss carryforward of $ 8 million as of December 31, 2025.

A full valuation allowance has been recorded against this asset, as we do not expect to utilize it prior to its 2029 expiration.

As of December 31, 2025, we had a valuation allowance of approximately $ 122 million related to certain foreign NOLs carryforwards and other foreign deferred tax assets for which it is more likely than not, the tax benefit will not be realized.

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Due to economic uncertainty and global inflationary pressures, we will continue to monitor our financial performance to determine if the valuation allowance against our deferred tax assets may be necessary in the future.

A reconciliation of the provision (benefit) for income taxes to the amounts computed by applying the statutory federal income tax rate to income (loss) before income taxes is as follows for the periods presented:

A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory U.S.

federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:

Year Ended December 31,

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Income tax expense at the federal statutory rate

Domestic federal

Research credits

Foreign tax credits

Alternative energy tax credits (1)

Nontaxable and nondeductible items

Stock-based compensation

Executive compensation

Acquisition costs

Cross-border tax laws

State and local income taxes, net of federal income tax effect (2)

Foreign tax effects

United Kingdom

Nontaxable and nondeductible items

Statutory tax rate difference

Stock-based compensation

Statutory tax rate difference

Changes in valuation allowance

Statutory tax rate difference

Nontaxable and nondeductible items

Other Foreign Jurisdictions

Statutory tax rate difference

Worldwide changes in unrecognized tax benefits

Provision (benefit) for income taxes

(1) During the year ended December 31, 2025, pursuant to provisions allowable under the Inflation Reduction Act, the Company purchased $ 22 million of alternative energy federal tax credits from an unrelated third party.

The Company anticipates utilizing the majority of these tax credits in 2025, while using any remaining credits in 2026.

During the year ended December 31, 2025, the Company recorded a $ 3 million income tax benefit upon the purchase of these federal tax credits.

(2) The state and local jurisdictions that contribute to the majority (greater than 50 %) of the tax effect in this category include Illinois, California, Massachusetts, New York state and city.

A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory U.S.

federal income tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows:

Year Ended December 31,

(in millions)

Income tax expense at the federal statutory rate

State income taxes, net of effect of federal tax benefit

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See below for further information regarding this IRS audit settlement.

On July 4, 2025, the One Big Beautiful Bill Act (“the Act”) was enacted into law in the United States, with certain provisions of the Act effective in 2025 and other provisions becoming effective in 2026 and beyond.

The provisions of the Act effective in 2025 were not material and have been reflected in our results, as applicable.

Due to the one-time transition tax on the deemed repatriation of undistributed foreign subsidiary earnings and profits in 2017, the majority of previously unremitted earnings have been subjected to U.S.

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As of December 31, 2025, $ 584 million of our cumulative undistributed foreign earnings were no longer considered to be indefinitely reinvested.

Tripadvisor continues to be subject to certain post Spin-Off obligations under the Tax Sharing Agreement, whereby Tripadvisor is generally required to indemnify Expedia for any taxes resulting from the Spin-Off to the extent such amounts resulted from (i) any act or failure to act by Tripadvisor described in the covenants in the tax sharing agreement, (ii) any acquisition of Tripadvisor equity securities or assets or those of a member of the Tripadvisor group;

Tripadvisor continues to be subject to certain post Spin-Off obligations under the Tax Sharing Agreement for the 2011 tax year, whereby Tripadvisor is generally required to indemnify Expedia for any taxes resulting from the Spin-Off to the extent such amounts resulted from (i) any act or failure to act by Tripadvisor described in the covenants in the tax sharing agreement, (ii) any acquisition of Tripadvisor equity securities or assets or those of a member of the Tripadvisor group;

or (iii) any failure of the representations with respect to Tripadvisor or any member of our group to be true or any breach by Tripadvisor or any member of the Tripadvisor group of any covenant, in each case, which is contained in the separation documents or in the documents relating to the IRS private letter ruling and/or the opinion of counsel.

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In January 2024, we received notification of a MAP resolution agreement for the 2014 through 2016 tax years, which we accepted in February 2024.

During the year ended December 31, 2024, we recorded an income tax expense of $ 42 million, inclusive of interest, related to this settlement on our consolidated statement of operations and during the first quarter of 2024, we reviewed the impact of the acceptance of this settlement to our existing transfer pricing income tax reserves for the subsequent open tax years, which resulted in an income tax benefit, inclusive of estimated interest, of $ 4 million.

Additionally, in connection with this IRS audit settlement:

(i) during the second quarter of 2024, we made a payment to the IRS of $ 141 million, inclusive of estimated interest,

(ii) during the second half of 2024, we made various state tax payments totaling $ 26 million, inclusive of estimated interest, and (iii) during the fourth quarter of 2024, we received a competent authority refund of $ 42 million, inclusive of net interest income, from a foreign jurisdiction .

During the year ended December 31, 2024, we recorded an income tax expense of $ 42 million, inclusive of interest, related to this settlement on our consolidated statement of

The impact to our operating cash in connection with this IRS audit settlement was as follows:

(i) during the second quarter of 2024, we made a payment to the IRS of $ 141 million, inclusive of estimated interest, (ii) during the second half of 2024, we made various state tax payments totaling $ 26 million, inclusive of estimated interest, and (iii) during the fourth quarter of 2024, we received a competent authority refund of $ 42 million, inclusive of net interest income, from a foreign jurisdiction .

This IRS audit settlement resulted in total net operating cash outflow during 2024 of $ 105 million, which includes federal tax benefits from these payments of $ 20 million.

As of December 31, 2024, there are no remaining outstanding payments or refunds due related to this IRS audit settlement.

As of December 31, 2023, we had recorded $ 153 million of unrecognized tax benefits, inclusive of interest, classified as other long-term liabilities on our consolidated balance sheet.

As a result of our acceptance of the MAP resolution agreement with the IRS for the 2014 through 2016 tax years, and its impact on other ongoing IRS audits, as described above, we reduced this unrecognized tax benefits liability by $ 79 million during the first quarter of 2024 by reclassifying the balance to current income taxes payable, representing a short-term payment obligation to the IRS, which was subsequently paid during the second quarter of 2024, as noted above.

In addition, as previously disclosed, we received a NOPA from the IRS for the 2009 through 2011 tax years relating to certain transfer pricing arrangements with our foreign subsidiaries.

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In January 2023, we received notification of a MAP resolution agreement for the 2009 through 2011 tax years, which we accepted in February 2023.

In the first quarter of 2023, we recorded additional income tax expense of $ 31 million, inclusive of interest.

During the first quarter of 2023, we reviewed the impact of the acceptance of this settlement position against our existing transfer pricing income tax reserves for the subsequent open tax years, which resulted in incremental income tax expense, inclusive of estimated interest, of $ 24 million.

The total impact of these two adjustments resulted in an incremental income tax expense of $ 55 million recorded in the first quarter of 2023.

Additionally, in connection with this IRS audit settlement:

During the year ended December 31, 2023, we recorded additional income tax expense of $ 31 million, inclusive of interest, related to this settlement on our consolidated statement of operations.

In addition, during 2023, we reviewed the impact of the acceptance of this settlement position against our existing transfer pricing income tax reserves for the subsequent open tax years, which resulted in incremental income tax expense, inclusive of estimated interest, of $ 24 million.

The total impact of these two adjustments resulted in an incremental income tax expense of $ 55 million recorded during 2023.

The impact to our operating cash in connection with this IRS audit settlement was as follows:

(i) during the second quarter of 2023, we made a U.S.

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We also had $ 43 million of unrecognized tax benefits classified as long-term and included as an offset to our deferred tax asset on our consolidated balance sheet.

The amount of unrecognized tax benefits, if recognized, would reduce income tax

expense by $ 53 million, due to correlative adjustments in other tax jurisdictions.

The amount of unrecognized tax benefits, if recognized, would reduce income tax expense by $ 45 million, excluding interest, due to correlative adjustments in other tax jurisdictions.

We recognize interest and penalties related to unrecognized tax benefits in income tax expense on our consolidated statement of operations.

As of December 31, 2025 and 2024, total gross interest accrued was $ 24 million and $ 22 million, respectively, and recorded to unrecognized tax benefits in other long-term liabilities on the consolidated balance sheets.

The amount of cash income taxes paid by the Company were as follows:

Year Ended December 31,

(in millions)

State and local

All other foreign

Income taxes, net of amounts refunded

COMMITMENTS AND CONTINGENCIES

As of December 31, 2024, we have contractual obligations and commercial commitments that include expected interest payments on our 2026 Senior Notes and Term Loan B Facility, expected commitment fees on our Credit Facility, and non-cancellable long-term purchase obligations, as summarized in the table below.

As of December 31, 2025, we have contractual obligations and commercial commitments that include expected interest payments on the Term Loan B Facility, expected commitment fees on our Credit Facility, and non-cancellable long-term purchase obligations, as summarized in the table below.

The expected amounts and timing of payments discussed below were estimated based on information available to us as of December 31, 2025.

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Expected interest payments on Term Loan B Facility (1)

Expected interest payments on 2026 Senior Notes (2)

Expected commitment fee payments on Credit Facility (2)

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Debt ” for additional information on the Term Loan B Facility.

(2) Expected interest payments on our 2026 Senior Notes are based on a fixed interest rate of 0.25 % as of December 31, 2024, and assumes that our existing debt is repaid at maturity.

Refer to “Note 8:

Debt ” for additional information on our 2026 Senior Notes.

(2) Expected commitment fee payments are based on the daily unused portion of our Credit Facility, issued letters of credit, and the effective commitment fee rate as of December 31, 2025;

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Debt ” for additional information on our Credit Facility.

(4) Estimated purchase obligations that are fixed and determinable, primarily related to telecommunication and licensing contracts, with various expiration dates through June 2029.

(3) Estimated purchase obligations that are fixed and determinable, primarily related to telecommunication and licensing contracts, with various expiration dates through December 2030 .

These contracts have non-cancelable terms or are cancelable only upon payment of significant penalty.

Timing of payments and actual amounts paid may be different depending on the time of receipt of goods or services or changes to agreed-upon amounts for some obligations.

(5) Excluded from the table is $ 3 million of undrawn standby letters of credit, primarily as security deposits for certain property leases as of December 31, 2024.

(6) Excluded from the table is the TRIP Loan Facility of approximately $ 330 million, related to the Merger with LTRIP anticipated to be completed during the second quarter of 2025.

Refer to “Note 1:

Organization and Business Description ” for additional information on the Merger .

(4) Excluded from the table is $ 4 million o f undrawn standby letters of credit issued primarily as security deposits for certain office space leases as of December 31, 2025 .

Legal Proceedings

In the ordinary course of business, we are party to legal, regulatory and administrative matters, including threats thereof, arising out of, or in connection with our operations.

These matters may involve claims involving, but not limited to, intellectual property rights (including privacy rights and alleged infringement of third-party intellectual property rights), tax matters (including value-added, excise, transient occupancy and accommodation taxes), regulatory compliance (including competition, consumer protection matters and data privacy or cybersecurity matters), contractual claims (including related to our material agreements or other contracts), defamation and reputational claims, personal injury claims, labor and employment matters and commercial disputes.

Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure.

We record the estimated loss in our consolidated statements of operations when (i) it is probable that an asset has been impaired or a liability has been incurred;

and (ii) the amount of the loss can be reasonably estimated and is material.

We record the estimated loss in our consolidated statement of operations when (i) it is probable that an asset has been impaired or a liability has been incurred;

(ii) the amount of the loss can be reasonably estimated and is material.

We base accruals on the best information available at the time, which can be highly subjective.

Although occasional adverse decisions or settlements may occur, we do not believe that the final disposition of any of these matters will have a material adverse effect on our business, except for certain known

income tax matters discussed in “Note 10:

Income Taxes .” However, the final outcome of these matters could vary significantly from our estimates.

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Refer to “Note 10:

Income Taxes ” for further information on potential contingencies pertaining to current income tax audits.

As of December 31, 2024, we have an accrual of $ 10 million in accrued expenses and other current liabilities in our consolidated balance sheet, as an estimated potential settlement of a regulatory related matter within our vacation rentals offering.

This amount is included in general and administrative expenses in our consolidated statement of operations for the year ended December 31, 2024.

This accrual is based on our best estimate of probable loss;

the ultimate resolution of this contingency may be greater or less than the liability recorded.

Income Taxes ” for further information on potential contingencies pertaining to ongoing income tax audits.

As of December 31, 2024, we had an accrual of $ 10 million in accrued expenses and other current liabilities on our consolidated balance sheet, as an estimated potential settlement of a regulatory related matter within our vacation rentals offering, which subsequently settled for $ 6 million in October 2025.

The initial accrual of $ 10 million in 2024 and subsequent release of $ 4 million in 2025 were included in general and administrative expenses in our consolidated statements of operations for those years.

EMPLOYEE BENEFIT PLANS

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Our contribution to the 401(k) Plan and our non-U.S.

defined contribution plans which are recorded in our consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022 were $ 12 million, $ 12 million, and $ 11 million, respectively.

defined contribution plans which are recorded in our consolidated statements of operations during each of the years ended December 31, 2025, 2024 and 2023, was $ 12 mi llion.

Deferred Compensation Plan for Non-Employee Directors

The Company has a deferred compensation plan for non-employee directors (the “Deferred Compensation Plan”).

Under the Deferred Compensation Plan, eligible directors who defer their directors’ fees may elect to have such deferred fees (i) applied to the purchase of share units, representing the number of shares of our common stock that could have been purchased on the date such fees would otherwise be payable, or (ii) credited to a cash fund.

The cash fund will be credited with interest at an annual rate equal to the weighted average prime or base lending rate of a financial institution selected in accordance with the terms of the Deferred Compensation Plan and applicable law.

Upon termination of service as a director of Tripadvisor, a director will receive (i) with respect to share units, such number of shares of our common stock as the share units represent, and (ii) with respect to the cash fund, a cash payment.

Payments upon termination will be made in either one lump sum or up to five annual installments, as elected by the eligible director at the time of the deferral election.

The Company has a deferred compensation plan for non-employee directors (the “Deferred Compensation Plan”), which was amended and restated on July 24, 2025.

Under the Deferred Compensation Plan, eligible directors who defer their directors’ fees may elect to defer (i) all or a portion of the cash compensation payable for services performed as a director and/or (ii) all of the equity compensation payable for services performed.

Deferred cash compensation can be either (i) applied to the purchase of share units, representing the number of shares of our common stock that could have been purchased on the date such fees would otherwise be payable, or (ii) credited to a cash fund.

The cash fund will be credited with interest at an annual rate equal to the weighted average prime or base

lending rate of a financial institution selected in accordance with the terms of the Deferred Compensation Plan and applicable law.

Deferred equity awards may only be deferred into deferred share units.

Upon separation from service as a director of Tripadvisor, a director will receive (i) with respect to share units, such number of shares of our common stock as the share units represent, and (ii) with respect to the cash fund, a cash payment.

Payments upon termination will be made in one lump sum on January 15 of the calendar year following the year in which the director's separation from service occurs.

Under the Deferred Compensation Plan, 100,000 shares of Tripadvisor common stock are available for issuance to non-employee directors.

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Executive Severance Plan and Summary Plan Description

The Company also maintains the Executive Severance Plan and Summary Plan Description (the “Severance Plan”) which is applicable to certain employees of the Company and its subsidiaries.

The Company also maintains the Executive Severance Plan and Summary Plan Description (the “Severance Plan”) which is applicable to certain employees of the Company and its subsidiaries, which was amended and restated on August 5, 2025.

The Severance Plan formalizes and standardizes the Company’s severance practices for certain designated employees (each, a “Participant” and, collectively, the “Participants”).

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The severance benefits provided pursuant to the Severance Plan are determined based on the job classification of the Participants (as reflected in internal job profile designations) and, in certain cases, their years of service with the Company.

During the years ended December 31, 2024, 2023 and 2022, respectively, we recognized $ 2 million, $ 2 million and $ 1 million of expense under the Severance Plan on our consolidated statements of operations.

During each of the years ended December 31, 2025, 2024 and 2023, respectively, we recognized $ 2 mill ion of expense under the Severance Plan on our consolidated statements of operations.

STOCK BASED AWARDS AND OTHER EQUITY INSTRUMENTS

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On June 6, 2023, our stockholders approved the TripAdvisor, Inc.

2023 Stock and Annual Incentive Plan (the “2023 Plan”) primarily for the purpose of providing sufficient reserves of shares of our common stock to ensure our

ability to continue to provide new hires, employees, and other participants with equity incentives.

2023 Stock and Annual Incentive Plan (the “2023 Plan”) primarily for the purpose of providing sufficient reserves of shares of our common stock to ensure our ability to continue to provide new hires, employees, and other participants with equity incentives.

The 2023 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), and other stock-based awards.

As of the effective date of the 2023 Plan, the Company ceased granting awards under the 2018 Plan.

As of December 31, 2024 , the total number of shares reserved for future stock-based awards under the 2023 Plan was approximately 16 million shares, calculated as follows:

12 million shares plus the number of shares available for issuance (and not subject to outstanding awards) under the 2018 Plan.

As of December 31, 2025, the total number of shares reserved for future stock-based awards under the 2023 Plan was approximatel y 13 mill ion shares.

All shares of common stock issued to date in respect of the exercise of options, RSUs, or other equity awards have been issued from authorized, but unissued common stock.

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Options outstanding as of December 31, 2024

Exercised (1)

Cancelled or expired

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Vested and expected to vest after December 31, 2025 (1)

(1) Inclusive of approximately 67,000 stock options withheld due to net share settlement to satisfy required employee tax withholding requirements.

Potential shares issuable under stock options that were withheld under net share settlement remain in the authorized but unissued pool under the 2023 Plan and can be reissued by the Company.

Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statements of cash flows.

(2) The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore do not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award.

(1) The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore does not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award.

Aggregate intrinsic value represents the difference between the closing stock price of our common stock and the exercise price of outstanding, in-the-money options.

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Weighted-average grant date fair value

There were no stock options granted during the year ended December 31, 2025.

The total fair value of stock options vested for the years ended December 31, 2025, 2024 and 2023 were $ 3 million, $ 7 million, and $ 7 million, respectively.

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Unvested RSUs outstanding as of December 31, 2025 (3)

(1) Inclusive of approximate ly 1,070,000 RSU s withheld due to net share settlement to satisfy required employee tax withholding requirements.

Potential shares issuable under RSUs that were withheld under net share settlement remain in the authorized but unissued pool under the 2023 Plan and can be reissued by the Company.

Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statements of cash flows.

(1) Inclusive of approximately 87,000 deferred stock units (“DSUs”) granted to certain non-employee directors during 2025.

Each DSU represents the right to receive one share of the Company’s common stock upon vesting.

The DSUs shall vest one year after the grant date.

However, settlement of the shares represented by DSUs that vest will occur on January 15th of the calendar year immediately following the year in which the director experiences a "separation of service" as defined in Section 409A of the Internal Revenue Code of 1986.

(2) Inclusive of approximate ly 1,088,000 shares of common stock withheld in connection with RSU vestings to satisfy required employee tax withholding requirements.

Shares which could have been issued in connection with the vesting of RSUs but were instead withheld under net share settlement remain in the authorized but unissued pool under the 2023 Plan and can be reissued by the Company.

Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statement of cash flows .

(3) The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore does not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award.

The total fair value of RSUs vested for the years ended December 31, 2025, 2024, and 2023 was $ 124 million, $ 118 million, and $ 109 million, respectively.

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Unvested and outstanding as of December 31, 2024

Vested and released (3)

Cancelled (4)

Unvested and outstanding as of December 31, 2025

(1) Represents PSUs awarded primarily in February 2023 and March 2024, representing nearly all the unvested and outstanding awards as of December 31, 2024.

The February 2023 PSU awards provide for vesting in two equal annual installments on each of December 31, 2024 and December 31, 2025, if and to the extent the Company achieves pre-determined revenue and adjusted EBITDA metrics (each weighted 50%) established by the Compensation Committee and Section 16 Committee of its Board of Directors (jointly, the "Compensation Committees").

The March 2024 PSU awards provide for vesting in two equal annual installments on each of December 31, 2025 and December 31, 2026, if and to the extent the Company achieves pre-determined revenue and adjusted EBITDA metrics (each weighted 50%) established by the Compensation Committees.

The estimated grant-date fair values per PSU were measured based on the quoted price of our common stock at the date of grant, calculated upon the establishment of performance targets, and are amortized on a straight-line basis over the requisite service period.

(1) PSUs generally vest in two equal annual installments on December 31 in the first and second years following the grant date, based on the extent to which the Company achieves certain financial metrics relative to targets established by the Company’s Compensation and Section 16 Committees of its Board of Directors (jointly, the “Compensation Committee”).

The estimated grant-date fair value of PSUs is measured based on the quoted price of our common stock at the date of grant, calculated upon the establishment of performance targets,

and amortized on a straight-line basis over the requisite service period.

Based upon actual attainment relative to the target financial metrics, employees have the ability to receive up to 200% of the target number originally granted, or to be issued none at all.

Probable outcome for performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications, if any .

(2) MSUs shall vest three years from grant date, generally with 25% vesting if the weighted-average stock price over a 30-day trading period during the vesting period is equal to or greater than $35.00 but less than $45.00, 50% vesting if equal to or greater than $45.00 but less than $55.00, and 100% vesting if equal to or greater than $55.00, subject to continuous employment with, or performance of services for, the Company .

A Monte-Carlo simulation model, which simulated the present value of the potential outcomes of future stock prices was

used to calculate the grant-date fair value of our MSU awards.

(2) MSUs vest three years from grant date, generally with 25% vesting if the weighted-average stock price over a 30-day trading period during the vesting period is equal to or greater than $35.00 but less than $45.00, 50% vesting if equal to or greater than $45.00 but less than $55.00, and 100% vesting if equal to or greater than $55.00, subject to continuous employment with, or performance of services for, the Company.

A Monte-Carlo simulation model, which simulated the present value of the potential outcomes of future stock prices, was used to calculate the grant-date fair value of our MSU awards.

The estimated grant-date fair value of these awards is amortized on a straight-line basis over the requisite service period and is not adjusted based on the actual number of awards that ultimately vest .

As of December 31, 2024, total unrecognized compensation cost related to stock-based awards, substantially RSUs, was $ 245 million, which the Company expects to recognize over a weighted-average period of 2.5 years.

(3) Inclusive of approximately 154,000 shares of common stock withheld in connection with PSU vesting to satisfy required employee tax withholding requirements.

Shares which could have been issued in connection with the vesting of PSUs but were instead withheld under net share settlement remain in the authorized but unissued pool under the 2023 Plan and can be reissued by the Company under the 2023 Plan.

Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statement of cash flows.

(4) MSU cancellations reflect performance targets not being attained by the end of the performance period during 2025.

As of December 31, 2025, total unrecognized compensation cost related to stock-based awards, substantially RSUs (including PSUs, MSUs and DSUs), was $ 174 million, which the Company expects to recognize over a weighted-average period of 2.3 years.

STOCKHOLDERS’ EQUITY

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Our authorized common stock consists of 1.6 billion shares of common stock with par value of $ 0.001 per share , and 400 million shares of Class B common stock with par value of $ 0.001 per share .

Both classes of common stock qualify for and share equally in dividends, if declared by our Board of Directors.

Common stock is entitled to one vote per share and Class B common stock is entitled to 10 votes per share .

Holders of Tripadvisor common stock, acting as a single class, are entitled to elect a number of directors equal to 25 % of the total number of directors, rounded up to the next whole number, which wa s three directors as of December 31, 2024 .

Refer to “Note 1:

Organization and Business Description ” and section titled “Retirement of Treasury Shares” below within this Note, for further discussion on the repurchase of all outstanding Class B common stock in the Merger on April 29, 2025 and the subsequent retirement of these shares, respectively.

Our common stock qualify for and share equally in dividends, if declared by our Board of Directors.

Common stock is entitled to one vote per share .

Class B common stockholders may, at any time, convert their shares into common stock, on a one for one share basis.

Upon conversion, the Class B common stock is retired and is not available for reissue.

In the event of liquidation, dissolution, distribution of assets or winding-up of Tripadvisor the holders of both classes of common stock have equal rights to rece ive all the assets of Tripadvisor after the rights of the holders of the preferred stock have been satisfied.

There were 153,655,038 and 127,394,786 shares of com mon stock issued and outstanding, respectively, and 12,799,999 shares of Class B common stock issued and outstanding at December 31, 2024.

In the event of liquidation, dissolution, distribution of assets or winding-up of Tripadvisor the holders of both classes of common stock have equal rights to receive all the assets of Tripadvisor after the rights of the holders of the preferred stock have been satisfied.

There were 120,577,305 and 114,472,043 shares of com mon stock issued and outstanding, respectively, at December 31, 2025 .

There were no Class B shares issued and outstanding as of December 31, 2025.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) is comprised of accumulated foreign currency translation adjustments, as follows as of the dates presented:

Accumulated other comprehensive income (loss) consists of the following as of the dates presented:

December 31, 2025

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Treasury Stock

Repurchases of Treasury Shares

On November 1, 2019, our Board of Directors authorized the repurchase of an additional $ 100 million in shares of our common stock under an existing share repurchase program, which increased the amount available to the Company under this share repurchase program to $ 250 million.

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During the year ended December 31, 2023, we repurchased 4,724,729 shares of our outstanding common stock at an average price of $ 15.85 per share, exclusive of fees, commissions, and excise taxes or $ 75 million in the aggregate, which completed this share repurchase program.

On September 7, 2023, our Board of Directors authorized the repurchase of $ 250 million in shares of our common stock under a new share repurchase program.

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

complia nce with applicable legal requirements.

The Executive Committee 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.

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.

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.

Our Board of Directors authorized and directed management to effect the share repurchase program in compliance with applicable legal requirements.

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.

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 .

During the year ended December 31, 2023, we repurchased 1,324,524 shares of our outstanding common stock at an average price of $ 18.85 per share, exclusive of fees, commissions, and excise taxes, or $ 25 million, under this share repurchase program.

During the year ended December 31, 2024, we repurchased 1,366,385 shares of our outstanding common stock at an average price of $ 18.28 per share, exclusive of fees , commissions, and excise taxes , or $ 25 million in the aggregate .

During the year ended December 31, 2025, we repurchased 6,105,262 shares of our outstanding common stock at an average price of $ 14.72 per share, exclusive of fees, commissions, and excise taxes, or $ 90 million in the aggregate.

As of December 31, 2025 , we had $ 110 million remaining available to repurchase shares of our common stock under this share repurchase program.

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However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

For the years ended December 31, 2024 and 2023, excise tax on our share repurchases was not material.

For the years ended December 31, 2025, 2024, and 2023, excise taxes incurred on our share repurchases was not material.

In addition, and in a separate transaction, as noted in “Note 1:

Organization and Business Description ” on April 29, 2025, the Company repurchased approximately 26.8 million shares of Tripadvisor common stock and Class B common stock previously held by LTRIP in the Merger at an average price of approximately $ 16.28 per share, or $ 437 million in the aggregate, inclusive of transaction costs related to the repurchase of these shares.

Retirement of Treasury Shares

On April 29, 2025, the Company’s Board of Directors approved the retirement of all common stock and Class B common stock held as treasury stock by the Company, thereby canceling approximately 53.1 million shares of the Company's common stock, with a carrying value of approximately $ 1.3 billion.

The retirement of these shares resulted in a reduction in both the carrying value of treasury stock and additional paid-in capital of approximately $ 1.3 billion on our consolidated balance sheet.

There was no net effect to the Company’s total stockholders’ equity balance on its consolidated balance sheet due to the retirement of these shares.

During the years ended December 31, 2025, 2024 and 2023 , our Board of Directors did no t declare any dividends on our outstanding common stock.

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.

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.

EARNINGS PER SHARE

Below is a reconciliation of the weighted average number of shares of common stock outstanding in calculating Diluted EPS for the periods presented:

Below is a reconciliation of the weighted average number of shares of common stock outstanding used in calculating Diluted EPS for the periods presented:

Year ended December 31,

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Weighted average shares used to compute Diluted EPS

Potential common shares, consisting of outstanding stock options, RSUs and those issuable under the 2026 Senior Notes, totaling approximately 12.4 million, 14.8 million, and 11.4 million, for the years ended December 31, 2024, 2023 and 2022 , respectively, have been excluded from the calculations of Diluted EPS because their effect would have been antidilutive.

In addition, potential common shares of certain performance-based awards of approximately 1.4 million, 1.1 million, and 0.3 million, for the years ended December 31, 2024, 2023 and 2022,

respectively, for which all targets required to trigger vesting had not been achieved, were excluded from the calculation of weighted average shares used to compute Diluted EPS for those reporting periods.

The earnings per share amounts are the same for our common stock and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation.

Potential common shares, consisting of outstanding stock options, RSUs (including PSUs, MSUs and DSUs), and those issuable under the 2026 Senior Notes, totaling approximately 9.4 million, 12.4 million, and 14.8 million, for the years ended December 31, 2025, 2024 and 2023, respectively, have been excluded from the calculations of Diluted EPS because their effect would have been antidilutive.

In addition, potential common shares of certain performance-based awards of approximately 1.6 million, 1.4 million, and 1.1 million, for the years ended December 31, 2025, 2024 and 2023, respectively, for which all targets required to trigger vesting had not been achieved, were excluded from the calculation of weighted average shares used to compute Diluted EPS for those reporting periods.

The earnings per share amounts are the same for common stock and Class B common stock because the holders of each class were legally entitled to equal per share distributions whether through dividends or in liquidation.

As noted in “Note 1:

Organization and Business Description ”, on April 29, 2025, all issued and outstanding Class B shares were repurchased by the Company from LTRIP in the Merger and subsequently retired by the Company’s Board of Directors, thereby canceling these shares.

In addition, our non-vested RSUs are entitled to dividend equivalents, which are payable to the holder subject to, and only upon vesting of, the underlying awards and are therefore forfeitable.

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Gain (loss) on extinguishment of debt (2)

(1) Foreign currency exchange gains (losses), net, are related to foreign exchange transaction gains and losses due to required conversion from transaction currency to functional currency, offset by any foreign currency forward contract gains and losses .

(1) Foreign currency exchange gains (losses), net, are related to transactional gains and losses due to required conversion from transaction currency to functional currency, offset by any foreign currency forward contract gains and losses .

(2) Refer to “Note 8:

Debt ” for information regarding the extinguishment loss incurred due to the redemption of the 2025 Senior Notes.

Debt ” for information regarding an extinguishment loss incurred due to the redemption of the 2025 Senior Notes in 2024.

RELATED PARTY TRANSACTIONS

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and Tripadvisor

LTRIP is a controlling stockholder of Tripadvisor.

We consider LTRIP a related party.

LTRIP is a former controlling stockholder of Tripadvisor.

Refer to “Note 1:

Organization and Business Description, ” which describes the evolution of our relationship with LTRIP, LTRIP’s stock ownership of Tripadvisor and deemed voting power as of December 31, 2024 , and discussion pertaining to the Merger Agreement entered into by the Company with LTRIP on December 18, 2024.

We had no related party transactions with LTRIP during the years ended December 31, 2024, 2023 and 2022.

Organization and Business Description, ” which describes our former relationship with LTRIP and the Merger Agreement entered into by the Company with LTRIP on December 18, 2024.

We considered LTRIP a related party through April 29, 2025, the Merger Date, for all periods presented.

We had no related party transactions with LTRIP through the Merger Date, and for the years ended December 31, 2024 and 2023, other than those related to the Merger Agreement.

Relationship between Chelsea Investment Holding Company PTE Ltd.

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SEGMENT AND GEOGRAPHIC INFORMATION

We have three reportable segments:

(1) Brand Tripadvisor;

In the fourth quarter of 2025, we revised our segment reporting structure, as a result of the Company’s re-positioning as an experiences-led and AI-enabled company.

In order to support this initiative, we combined our Viator and Brand Tripadvisor experiences operations within our new Experiences segment.

This re-segmentation had no impact on TheFork segment.

We now measure our business within three operating segments, which also represent our reportable segments;

(1) Experiences;

(2) Hotels and Other;

and (3) TheFork.

Our Brand Tripadvisor segment includes the following revenue sources:

(1) Tripadvisor-branded hotels – consisting of hotel meta revenue, primarily click-based advertising revenue, and also hotel B2B revenue, which includes primarily subscription-based advertising and hotel sponsored placements revenue;

(2) Media and advertising revenue – consisting primarily of display-based advertising revenue (also referred to as “media advertising”);

(3) Tripadvisor experiences and dining revenue – consisting of intercompany (intersegment) revenue related to affiliate marketing commissions earned primarily from experience bookings, and to a lesser extent, restaurant reservation bookings on

Tripadvisor-branded websites and mobile apps, fulfilled by Viator and TheFork, respectively, which are eliminated on a consolidated basis, in addition to external revenue generated from Tripadvisor restaurant offerings;

and (4) Other revenue – consisting of cruises, vacation rentals, flights, and rental cars revenue.

The nature of the services provided and related revenue recognition policies are summarized by reportable segment in “Note 2:

Significant Accounting Policies .”

Significant Accounting Policies .” All prior period segment disclosure information, including the disclosures of disaggregated revenue by major products and revenue sources, has been recast to conform to the current reporting structure in this Form 10-K.

This recast no effect on our consolidated financial statements in any period.

Our segment profit measure (Adjusted EBITDA), including its definition, and other information provided to our CODM remain consistent with prior periods.

Our operating segments are determined based on how our chief executive officer , who also serves as our chief operating decision maker (“CODM”) manages our business, regularly accesses information, and evaluates performance for operating decision-making purposes, including allocation of operating and capital resources.

a djusted EBITDA is our reported measure of segment profit and a key measure used by our COD M and Board of Directors to understand and evaluate the operating performance of our business as a whole and our individual operating segments, and on which internal budgets and forecasts are based and approved.

Adjusted EBITDA is our reported measure of segment profit and a key measure used by our COD M and Board of Directors to understand and evaluate the operating performance of our business as a whole and for our individual operating segments, and on which internal budgets and forecasts are based and approved.

We define adjusted EBITDA as net income (loss) plus:

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(5) goodwill, long-lived asset, and intangible assets impairments;

(6) legal reserves, settlements and other (including indirect tax reserves related to audit settlements and the impact of one-time changes resulting from enacted indirect tax legislation);

(6) legal reserves, settlements and other (including indirect tax reserves related to audit settlements and

the impact of one-time changes resulting from enacted indirect tax legislation);

(7) restructuring and other related reorganization costs;

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and (9) non-recurring expenses and income unusual in nature or infrequently occurring.

Direct costs are included in the applicable operating segments, including certain personnel costs, which have been allocated to each segment.

Direct costs are included in the applicable operating segments, as well as certain shared personnel and marketing costs, which have been allocated to each segment.

We base these allocations on time-spent analyses, headcount, and other allocation methods we believe are reasonable.

We do not allocate certain shared expenses to our reportable segments, such as certain information system costs, technical infrastructure costs, and other costs supporting the Tripadvisor platform and operations, that we do not believe are a material driver of individual segment performance, which is consistent with the financial information used by our CODM.

We include these expenses in our Brand Tripadvisor segment.

We include these expenses in our Hotels and Other segment.

Our allocation methodology is periodically evaluated and may change.

The following tables present our reportable segment information for the years ended December 31, 2024, 2023 and 2022 and includes a reconciliation of Adjusted EBITDA to Net income (loss).

For example, our Experiences segment now includes costs related to marketing and personnel associated with experiences generated on our Tripadvisor point of sale, which prior to the segments change, as described above, were included in our former Brand Tripadvisor segment.

The following tables present our reportable segment information for the years ended December 31, 2025, 2024 and 2023, including a reconciliation of Adjusted EBITDA to Net income (loss).

We record depreciation and amortization, stock-based compensation, goodwill, long-lived asset and intangible asset impairments, legal reserves, settlements and other, transaction related expenses, and other non-recurring expenses and income, net, which are excluded from segment operating performance, in “Corporate & Eliminations.” In addition, we do not report total assets, capital expenditures and related depreciation expense by segment as our CODM does not use this information to evaluate operating segment performance.

Accordingly, we do not regularly provide such information by segment to our CODM.

Our segment disclosure includes intersegment revenues, which consist of affiliate marketing fees for services provided by our Brand Tripadvisor segment to both our Viator and TheFork segments.

These intersegment transactions are recorded by each segment at amounts that we believe approximate fair value as if the transactions were between third parties and, therefore, impact segment performance.

However, the revenue and corresponding expense are eliminated in consolidation.

Our segment disclosure also includes intersegment revenues, which consists of affiliate marketing commissions for services provided by our Hotels and Other segment to TheFork segment.

These intersegment transactions are recorded by each segment at amounts that we believe are approximate to fair value as if the transactions were between third parties and, therefore, impact segment performance.

However, the revenue and corresponding expense are eliminated in our consolidated financial statements.

The elimination of such intersegment transactions is included within the “Corporate & Eliminations” column in the tables below .

Year ended December 31, 2025

Brand Tripadvisor (1)

Experiences (1)

Hotels and Other (2)

(in millions)

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Legal reserves, settlements and other (7)

Transaction related expenses (9)

Operating income (loss)

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Year ended December 31, 2024

Brand Tripadvisor (1)

Experiences (1)

Hotels and Other (2)

(in millions)

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Restructuring and other related reorganization costs (6)

Legal reserves, settlements and other (10)

Transaction related expenses (11)

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Year ended December 31, 2023

Brand Tripadvisor (1)

Experiences (1)

Hotels and Other (2)

(in millions)

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Stock-based compensation

Legal reserves, settlements and other

Other non-recurring expenses (income) (12)

Restructuring and other related reorganization costs (6)

Transaction related expenses (11)

Operating income (loss)

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Net income (loss)

(1) Certain personnel cost s of $ 7 million, $ 6 million and $ 5 million for the years ended December 31, 2024, 2023 and 2022 , respectively, were allocated to the Viator and TheFork segments.

(2) Includes allocated certain personnel costs from the Brand Tripadvisor segment of $ 3 million, $ 3 million and $ 2 million for the years ended December 31, 2024, 2023 and 2022 , respectively.

(3) Includes allocated certain personnel costs from the Brand Tripadvisor segment of $ 4 million, $ 3 million and $ 3 million for the years ended December 31, 2024, 2023 and 2022, respectively .

(4) The significant segment expense categories and amounts align with the segment-level information that is regularly provided to our CODM.

(5) Exclusive of $ 2 million and $ 1 million in the Brand Tripadvisor and Viator segments, respectively, which are included separately below in legal reserves, settlements and other.

(6) Exclusive of $ 18 million in the Brand Tripadvisor segment which is included separately below in legal reserves, settlements and other and transaction related expenses.

(1) Includes certain shared personnel costs allocated from the Hotels and Other segment of $ 12 million, $ 10 million and $ 8 million for the years ended December 31, 2025, 2024 and 2023 , respectively.

(2) Certain shared personnel cost s of $ 15 million, $ 14 million and $ 11 million for the years ended December 31, 2025, 2024 and 2023 , respectively, were allocated to the Experiences and TheFork segments.

(3) Includes certain shared personnel costs allocated from the Hotels and Other segment of $ 3 million, $ 4 million and $ 3 million for the years ended December 31, 2025, 2024 and 2023, respectively .

(4) The significant segment expense categories and amounts align with the segment-level information that is regularly provided to and reviewed by our CODM.

(5) Exclusive of a $ 4 million cost benefit in the Hotels and Other segment which is included separately below in legal reserves, settlements and other.

(6) Refer to “Note 7:

Accrued Expenses and Other Current Liabilities ” for information regarding restructuring and other related reorganization costs.

(7) Represents a decrease of $ 4 million of a previously estimated accrual for the potential settlement of a regulatory related matter during 2025, reflected in general and administrative expenses on our consolidated statement of operations.

Refer to “Note 11:

Commitments and Contingencies ” for further information.

(8) Exclusive of $ 2 million and $ 1 million in the Hotels and Other and Experiences segments, respectively, which are included separately below in legal reserves, settlements and other.

(9) Exclusive of $ 18 million in the Hotels and Other segment which is included separately below in legal reserves, settlements and other and transaction related expenses.

(10) This amount primarily includes an estimated accrual for the potential settlement of a regulatory related matter of $ 10 million expensed during 2024 and is reflected in general and administrative expenses on our consolidated statement of operations.

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Commitments and Contingencies ” for further information.

In addition, this amount includes a one-time charge of $ 3 million during the year ended December 31, 2024, resulting from enacted tax legislation in Canada during June 2024 related to digital service taxes, which requires retrospective application back to January 1, 2022.

This amount represents the one-time retrospective liability for the periods prior to April 1, 2024, while all prospective periods are and will be included within adjusted EBITDA, respectively.

This cost is reflected in cost of sales on our consolidated statement of operations.

In addition, this amount includes a one-time charge of $ 3 million during the year ended December 31, 2024, resulting from enacted tax legislation in Canada during June 2024 related to digital service taxes, which required retrospective application back to January 1, 2022.

This amount represents the one-time retrospective liability for the periods prior to April 1, 2024, while amounts for all prospective periods are included within adjusted EBITDA and are reflected in cost of sales on our consolidated statements of operations.

(11) The Company expensed certain transaction related costs of $ 3 million during both the years ended December 31, 2024 and 2023, to general and administrative expenses on our consolidated statements of operations .

(10) Exclusive of $ 3 million in the Viator segment which is included separately below in transaction related expenses.

(11) Exclusive of $ 8 million in the Brand Tripadvisor segment which is included separately below in other non-recurring expenses (income).

(12) The Company incurred a loss of approximately $ 8 million during the fourth quarter of 2022, as the result of external fraud.

This loss was recorded to general and administrative expenses on the consolidated statement of operations for December 31, 2022.

The Company considers such costs to be non-recurring in nature.

(12) Exclusive of $ 3 million in the Experiences segment which is included separately below in transaction related expenses.

Product and Geographic Information

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(in millions)

Brand Tripadvisor

Tripadvisor-branded hotels

Hotels and Other

Media and advertising

Tripadvisor experiences and dining (2)

Total Brand Tripadvisor

Total Hotels and Other

Intersegment eliminations (2)

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(1) Our revenue is recognized primarily at a point in time for all reported segments.

(2) Tripadvisor experiences and dining revenue within the Brand Tripadvisor segment is shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis.

The Company measures its geographic revenue based on the physical location of the Tripadvisor subsidiary which generates the revenue, which is consistent with our measurement of long-lived physical assets, or property and equipment, net.

(2) Tripadvisor dining revenue within the Hotels and Other segment is shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis.

The Company measures its geographic revenue based on the physical location of each of the Company's subsidiaries, which generate the revenue, and is consistent with our measurement of long-lived physical assets, or property and equipment, net.

As such, this geographic classification does not necessarily align with where the consumer resides, where the consumer is physically located while using the Company's services, or the location of the travel service provider, experience operator or restaurant.

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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.

What changed 10-K

Item 7. Management’s Discussion and Analysis