TripAdvisor, Inc. 10-K

Item 9A . Controls and Procedures Evaluation of Disclosure Controls and Procedures As of December 31, 2025, our management, with the participation of our Chief Executive Officer and President and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and President and our Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our Chief Executive Officer and President and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with GAAP. Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and President and the Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. Pursuant to Exchange Act Rule 13a-15(d) or 15d-15(d), management has concluded that, as of December 31, 2025, our internal control over financial reporting was effective. Management has reviewed its assessment with the Audit Committee. KPMG LLP, an independent registered public accounting firm, has audited the Company's consolidated financial statements included elsewhere in this Annual Report on Form 10-K and has also audited the effectiveness of our internal control over financial reporting as of December 31, 2025, as stated in this Annual Report on Form 10-K under the heading, “Report of Independent Registered Public Accounting Firm.” Limitations on Effectiveness of Controls and Procedures Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected. 123 Item 9B . Other Information 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). 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10 . Directors, Executive Officers and Corporate Governance The information required under this item is incorporated herein by reference to our 2026 Proxy Statement, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2025. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K. Item 11 . Executive Compensation The information required under this item is incorporated herein by reference to our 2026 Proxy Statement, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2025. Item 12 . Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required under this item is incorporated herein by reference to our 2026 Proxy Statement, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2025. Item 13 . Certain Relationships and Related Transactions, and Director Independence The information required under this item is incorporated herein by reference to our 2026 Proxy Statement, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2025. Item 14 . Principal Accounting Fees and Services The information required under this item is incorporated herein by reference to our 2026 Proxy Statement, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2025. 124 PART IV Item 15 . Exhibit and Financial Statement Schedules (a) The following is filed as part of this Annual Report on Form 10-K: 1. Consolidated Financial Statements : The consolidated financial statements and report of independent registered public accounting firms required by this item are included in Part II, Item 8. All other schedules are omitted because they are not applicable or not required, or because the required information is shown either in the consolidated financial statements or in the notes thereto. (b) Exhibits: Incorporated by Reference Exhibit No. Exhibit Description Filed Herewith Form SEC File No. Exhibit No. Filing Date 2.1 Agreement and Plan of Merger, dated as of December 18, 2024, by and among LTRIP, TRIP and Merger Sub 8-K 001-35362 2.1 12/19/24 2.2 Plan of Conversion 8-K 001-35362 2.2 4/29/25 3.1 Articles of Incorporation of Tripadvisor, Inc. 8-K 001-35362 3.1 4/29/25 3.2 Amended and Restated Bylaws of Tripadvisor, Inc. 10-Q 001-35362 3.2 5/7/25 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 X 4.2 Indenture, dated July 9, 2020, among Tripadvisor, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee (as successor trustee to Wilmington Trust, National Association) 8-K 001-35362 4.1 7/9/20 4.3 Form of Senior Note (included in Exhibit 4.1) 8-K 001-35362 4.2 7/9/20 4.4 Indenture, dated as of March 25, 2021, by and among Tripadvisor, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee 8-K 001-35362 4.1 3/25/21 4.5 Form of 0.25% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.1) 8-K 001-35362 4.2 3/25/21 10.3 Tax Sharing Agreement by and between Tripadvisor, Inc. and Expedia, Inc., dated as of December 20, 2011 8-K 001-35362 10.2 12/27/11 10.4+ Amended and Restated Non-Employee Director Deferred Compensation Plan 10-Q 001-35362 10.9 8/7/25 10.5 Corporate Headquarters Lease with Normandy Gap-V Needham Building 3, LLC, as landlord, dated as of June 20, 2013 10-Q 001-35362 10.1 7/24/13 10.6 Guaranty dated June 20, 2013 by Tripadvisor, Inc. for the benefit of 10-Q 001-35362 10.2 7/24/13 125 Normandy Gap-V Needham Building 3, LLC, as landlord 10.7 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 8-K 001-35362 10.1 7/6/23 10.8 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 8-K 001-35362 10.1 7/8/24 10.9+ Amended and Restated Executive Severance Plan 10-Q 001-35362 10.10 8/7/25 10.10+ Form of Option Agreement (Domestic) 10-Q 001-35362 10.2 5/6/21 10.11+ Form of Option Agreement (International) 10-Q 001-35362 10.3 5/6/21 10.12+ Form of Restricted Stock Unit Agreement (Domestic) 10-Q 001-35362 10.2 8/7/25 10.13+ Form of Restricted Stock Unit Agreement (International) 10-Q 001-35362 10.3 8/7/25 10.14+ Form of Restricted Stock Unit Agreement (French) 10-Q 001-35362 10.4 8/7/25 10.15+ Form of Restricted Stock Unit Agreement (Performance Based) (Domestic) 10-Q 001-35362 10.5 8/7/25 10.16+ Form of Restricted Stock Unit Agreement (Performance Based) (International) 10-Q 001-35362 10.6 8/7/25 10.17+ Form of Deferred Stock Unit Agreement (Non-Employee Directors) 10-Q 001-35362 10.7 8/7/25 10.18+ Form of Restricted Stock Unit Agreement (Non-Employee Directors) 10-Q 001-35362 10.8 8/7/25 10.20+ Employment Agreement, dated as of March 29, 2021 between Tripadvisor, LLC and Seth Kalvert 10-Q 001-35362 10.7 5/6/21 10.21 Form of Capped Call Confirmation 8-K 001-35362 10.1 3/25/21 10.22+ Employment Letter Agreement dated May 2, 2022 between Tripadvisor LLC and Matt Goldberg 8-K 001-35362 10.1 5/4/22 10.23+ Employment Letter Agreement dated October 10, 2022 between 8-K 001-35362 10.1 10/11/22 126 Tripadvisor LLC and Michael Noonan 10.24+ Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan 10-K 001-35362 10.21 2/16/24 10.28 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 8-K 001-35362 99.1 3/20/25 10.29 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 8-K 001-35362 99.1 3/21/25 10.30 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. 10-Q 001-35362 10.1 8/7/25 19.1 Tripadvisor, Inc. Insider Trading Policy X 21.1 Subsidiaries of the Registrant X 23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm X 24.1 Power of Attorney (included in signature page) X 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 Tripadvisor, Inc. Incentive Compensation Clawback Policy, dated November 1, 2023 10-K 001-35362 97.1 2/16/24 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its X 127 XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document. X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). X + Indicates a management contract or a compensatory plan, contract or arrangement. Item 16. Form 10-K Summary Not applicable. 128 Sign atures Pursuant to the requirements of the Section 13 or 15(d) of Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. TRIPADVISOR, INC. By: /s/ MATT GOLDBERG February 13, 2026 Matt Goldberg Chief Executive Officer and President PO WER OF ATTORNEY We, the undersigned officers and directors of Tripadvisor, Inc., hereby severally constitute and appoint Matt Goldberg and Michael Noonan, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, all amendments to this report, and generally to do all things in our names and on our behalf in such capacities to enable Tripadvisor, Inc. to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of February 13, 2026. Signature Title /s/ MATT GOLDBERG Chief Executive Officer, President and Director (Principal Executive Officer) Matt Goldberg /s/ MICHAEL NOONAN Chief Financial Officer (Principal Financial Officer) Michael Noonan /s/ GEOFFREY GOUVALARIS Chief Accounting Officer (Principal Accounting Officer) Geoffrey Gouvalaris /s/ GREGORY B. MAFFEI Chairman of the Board Gregory B. Maffei /s/ TRYNKA SHINEMAN BLAKE Director Trynka Shineman Blake /s/ ALEX DICHTER Director Alex Dichter /s/ BETSY MORGAN Director Betsy Morgan /s/ JEREMY PHILIPS Director Jeremy Philips /s/ ALBERT E. ROSENTHALER Director Albert E. Rosenthaler /s/ ROBERT S. WIESENTHAL Director Robert S. Wiesenthal 129