TripAdvisor Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. ___)

TRIPADVISOR, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Fellow Shareholders:

In fiscal 2024, we made meaningful progress in our strategic priorities, the diversification of our portfolio, and our financial performance. Our consolidated revenue grew 3% year over year, reaching an all time high of more than $1.8 billion, and reflecting the distinct growth profiles of each contributing segment. More than half of our revenue now comes from the growth marketplaces in our experiences and dining segments, which delivered revenue growth in the mid- and high-teens, respectively, outpacing revenue performance in our legacy offerings within the Brand Tripadvisor segment. For the first time, all three of our segments positively contributed to the profit mix of the Group, with Viator and TheFork delivering an incremental $52 million to adjusted EBITDA versus last year. On a consolidated basis, GAAP net income was $5 million, adjusted EBITDA was $339 million, and free cash flow was $70 million 1.

Operationally, we continued to strengthen our role as the world’s most trusted source for travel and experiences as we extended our leadership in the large and fast-growing experiences category, transforming how we leverage the largest global travel guidance platform and monetizing our unmatched audiences at scale, and reinforcing our position as the leading brand in the European dining market:

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At Viator, we delivered profitable above-market growth, leveraging our scale and growing market share, while investing in a long-term leadership position in the experiences category. Our focus on driving marketing efficiency, investing in product enhancements, and growing our supply creates a “fly wheel” of value for travelers, operators and partners, as evidenced in the double-digit growth in gross bookings value (GBV) and our operator base, as well as healthy take rates. We believe our growing scale, trusted brands, supply advantage, third party distribution, and proprietary first-party data position us to deliver a holistic experiences platform to drive increasing value across the Group.

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At Brand Tripadvisor, we made significant progress in our multi-year strategy, delivering new products and features, including the roll out of additional trip planning and hotel booking capabilities that are already improving our engagement metrics and driving more persistent loyalty and value, across our app and site. The tangible progress we made stabilizing traffic and growing our monthly active members was a testament to the momentum in our strategy as we reversed the declines in prior periods and built the foundation for growth, even in the face of legacy headwinds.

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Finally, at TheFork, we continued to strengthen our position as Europe’s leading dining reservations platform, maintaining healthy revenue growth while delivering full-year profitability for the first time. This performance highlights meaningful strategic progress with disciplined cost management while driving growth across our B2C diner base and B2B restaurant partners and represents an important inflection point in the financial trajectory of this business.

We exited 2024 with momentum, and in 2025 we will continue to build on our leadership position with experiences increasingly at the center of gravity of the Group. Travel is itself an enduring category that continues to evolve and innovate. As travelers shift the way they discover, book, and prioritize experiences, and as AI reshapes the traveler journey from beginning to end, we will reinforce our unique position as the world’s most trusted source for travel and experiences. We’ll do this by leaning into our Group capabilities and strengths, including our trusted brands, broad reach, authentic traveler content, high-quality data assets, and our deep supply base. We’ll also continue to leverage innovative technologies, including GenAI, to enhance our products, drive productivity across our operations, and create value through our partnerships.

1 Free cash flow for Fiscal 2024 included the impact of a net cash outflow of approximately $96 million related to a previously disclosed IRS settlement. Free cash flow and adjusted EBITDA are non-GAAP measures. Please refer to “Non-GAAP Reconciliations” on the Company’s investor relations website for definitions of our non-GAAP financial measures, as well as reconciliations to the most directly comparable GAAP measure.

Finally, we recently announced the closing of the merger transaction with our controlling shareholder, Liberty TripAdvisor Holdings, Inc. (“LTRIP”), and the retirement of our public shares previously held by LTRIP. The long-standing and supportive relationship with LTRIP has contributed to Tripadvisor Group’s strong foundation—one from which we’ve been able to grow and diversify revenue and profit, while focusing on a multi-year strategy. As we look to the future as an independent public company with a simplified capital structure, we believe we are well-positioned with strategic flexibility to accelerate our momentum and will remain focused on opportunities to further increase shareholder value.

To every one of our employees across the globe, we thank you for your persistence, hard work, and passion for our purpose. As we continue on this journey together, we will explore new ways to work, innovate and learn, and re-imagine how to deliver the best possible experience for all our customers and partners.

To our shareholders, we recognize the support you’ve continued to provide as we drive the business toward a future of sustainable growth in revenue and profit. We are excited to build on this relationship as we operate independently, and drive increasing value for our stakeholders.

You are cordially invited to attend the Annual Meeting of Stockholders of Tripadvisor, Inc. to be held on Wednesday, June 18, 2025, at 1:00 p.m. Eastern Time. The Annual Meeting will be held virtually. You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/TRIP2025. To enter the Annual Meeting electronically, you will need the control number that is printed in the box marked by the arrow on your proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on June 18, 2025.

At the Annual Meeting, stockholders will be asked to vote on the matters described in the accompanying notice of annual meeting and proxy statement, as well as such other business that may properly come before the meeting and any adjournments or postponements thereof. Your vote is very important to us. Please review the instructions for each voting option described in this Proxy Statement and the proxy materials. Your prompt cooperation will be greatly appreciated.

Sincerely,

MATT GOLDBERG

President and Chief Executive Officer

PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS

400 1st Avenue

Needham, Massachusetts 02494

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 18, 2025

The 2025 Annual Meeting of Stockholders of Tripadvisor, Inc., a Nevada corporation, will be held on Wednesday, June 18, 2025, at 1:00 p.m. Eastern Time. The Annual Meeting will be held via the Internet and will be a virtual meeting. You may attend the Annual Meeting, submit questions, and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/TRIP2025. To enter the Annual Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the Annual Meeting begins. The online check-in will start shortly before the Annual Meeting on June 18, 2025. At the Annual Meeting, stockholders will be asked to consider and vote on the following proposals:

To elect the eight directors named in this Proxy Statement, each to serve for a one-year term from the date of his or her election and until such director’s successor is elected or until such director’s earlier resignation or removal;

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

To consider and act upon any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof.

Only holders of record of outstanding shares of Tripadvisor capital stock at the close of business on April 29, 2025 are entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements thereof. We will furnish over the Internet the Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report for the fiscal year ended December 31, 2024. Whether or not you plan to attend the Annual Meeting, we encourage you to access and read the Proxy Statement and Annual Report. We will send to our stockholders a Notice of Internet Availability of Proxy Materials on or about May 8, 2025, and provide access to our proxy materials over the Internet. You may request paper copies by following the instructions on the Notice of Internet Availability of Proxy Materials.

By Order of the Board of Directors,

SETH J. KALVERT

Chief Legal Officer and Secretary

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to Be Held on June 18, 2025

This Proxy Statement and the 2024 Annual Report are available at:

http://ir.Tripadvisor.com/annual-proxy.cfm

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