18 unchanged sentences
Other Information
−Removed: During the fourth quarter of 2024, none of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408(c) of Regulation S-K).
+Added: On December 2, 2025 , Almir Ambeskovic , CEO of TheFork, adopted a trading plan for the sale of the Company’s common stock (a “Trading Plan”) intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c).
+Added: The Trading Plan has a term of one year and provides for the sale 32,000 shares of common stock pursuant to the terms of the plan.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
20 unchanged sentences
Agreement and Plan of Merger, dated as of December 18, 2024, by and among LTRIP, TRIP and Merger Sub
−Removed: Restated Certificate of Incorporation of Tripadvisor, Inc.
+Added: Plan of Conversion
+Added: Articles of Incorporation of Tripadvisor, Inc.
Amended and Restated Bylaws of Tripadvisor, Inc.
−Removed: Amendment No.
−Removed: 1 to Amended and Restated Bylaws of Tripadvisor, Inc.
−Removed: Specimen Tripadvisor, Inc.
−Removed: Common Stock Certificate
−Removed: 333-175828-01
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
5 unchanged sentences
Form of 0.25% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.1)
−Removed: Governance Agreement, by and among Tripadvisor, Inc., Liberty Interactive Corporation and Barry Diller, dated as of December 20, 2011
−Removed: Assignment and Assumption of Governance Agreement by and among Tripadvisor, Inc.
−Removed: and Liberty Tripadvisor Holdings, dated as of August 12, 2014
Tax Sharing Agreement by and between Tripadvisor, Inc.
−Removed: Expedia, Inc., dated as of December 20, 2011
−Removed: Tripadvisor, Inc.
−Removed: Deferred Compensation Plan for Non-Employee Directors
+Added: and Expedia, Inc., dated as of December 20, 2011
+Added: Amended and Restated Non-Employee Director Deferred Compensation Plan
Corporate Headquarters Lease with Normandy Gap-V Needham Building 3, LLC, as landlord, dated as of June 20, 2013
Guaranty dated June 20, 2013 by Tripadvisor, Inc.
−Removed: for the benefit of Normandy Gap-V Needham Building 3, LLC, as landlord
+Added: for the benefit of
+Added: Normandy Gap-V Needham Building 3, LLC, as landlord
Amendment and Restatement Agreement, dated as of June 29, 2023, to the Credit Agreement dated as of June 26, 2015 (as amended as of May 12, 2017, May 5, 2020 and December 17, 2020, among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor, LLC, the other Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
First Amendment, dated July 8, 2024, to the Amended and Restated Agreement, dated as of June 29, 2023, by and among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor, LLC, the other Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
−Removed: Executive Severance Plan and Summary Plan Description
+Added: Amended and Restated Executive Severance Plan
Form of Option Agreement (Domestic)
3 unchanged sentences
Form of Restricted Stock Unit Agreement (French)
−Removed: Form of Restricted Stock Unit Agreement (Performance Based)
+Added: Form of Restricted Stock Unit Agreement (Performance Based) (Domestic)
+Added: Form of Restricted Stock Unit Agreement (Performance Based) (International)
+Added: Form of Deferred Stock Unit Agreement (Non-Employee Directors)
Form of Restricted Stock Unit Agreement (Non-Employee Directors)
−Removed: Governance Agreement dated as of November 6, 2019 between Tripadvisor, Inc.
−Removed: and Trip.com Group Limited
Employment Agreement, dated as of March 29, 2021 between Tripadvisor, LLC and Seth Kalvert
1 unchanged sentence
Employment Letter Agreement dated May 2, 2022 between Tripadvisor LLC and Matt Goldberg
−Removed: Employment Letter Agreement dated October 10, 2022 between Tripadvisor LLC and Michael Noonan
+Added: Employment Letter Agreement dated October 10, 2022 between
+Added: Tripadvisor LLC and Michael Noonan
Tripadvisor, Inc.
2023 Stock and Annual Incentive Plan
−Removed: Voting Agreement, dated as of December 18, 2024, by and among TRIP, LTRIP and Gregory B.
−Removed: Voting Agreement, dated as of December 18, 2024, by and among TRIP, LTRIP and Certares
−Removed: Letter Agreement, dated as of December 18, 2024, by and among TRIP, LTRIP and Certares
+Added: Second Amendment, dated March 20, 2025, to the Credit Agreement dated as of June 26, 2015, as amended and restated as of June 29, 2023, and as further amended as of July 8, 2024, by and among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor, LLC, the other Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
+Added: Loan Agreement, by and among Liberty Tripadvisor Holdings, Inc., as Borrower, the guarantors from time to time party thereto and the Company, as Lender, dated March 20, 2025
+Added: Third Amendment, dated June 5, 2025, to the Amendment and Restatement Agreement, dated as of June 29, 2023, as further amended as of July 8, 2024 and as of March 20, 2025, by and among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor, LLC, the other Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
Tripadvisor, Inc.
9 unchanged sentences
Incentive Compensation Clawback Policy, dated November 1, 2023
−Removed: Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its
+Added: XBRL tags are embedded within the Inline XBRL document.
Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document.
29 unchanged sentences
Trynka Shineman Blake
+Added: /s/ ALEX DICHTER
/s/ BETSY MORGAN
−Removed: /s/ GREG O’HARA
/s/ JEREMY PHILIPS
1 unchanged sentence
/s/ ALBERT E.
−Removed: /s/ JANE JIE SUN
/s/ ROBERT S.
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.