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 Stockholders:

A year ago, we set out to build on our leadership in experiences. In 2025, we delivered — becoming an experiences-first company, a shift we believe is clearly reflected in our performance. Year over year, experiences booked grew 16% to 22.9 million, while gross booking value (GBV) grew 13% to $4.7 billion. Adjusted EBITDA in our Experiences segment, meanwhile, reached $91 million, up from $79 million in 2024. Our Experiences segment accounted for nearly half of total Group revenue, and we expect its share of total Group revenue to grow even further in 2026. This reflects meaningful scale, with growth and efficiency that have enabled us to become the world’s largest experiences platform, and operating profitably.

Beyond experiences, we made progress across the portfolio:

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In dining, we saw significant growth at TheFork, with revenue up 22%, while adjusted EBITDA more than tripled, which we believe demonstrates an attractive long-term growth profile.

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In Hotels & Other, we streamlined and simplified the business through a restructuring that we anticipate will better align costs with its revenue profile, protect profitability, and enable a greater focus on experiences.

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And across all our brands, our data and AI capabilities are improving how travelers discover and book. We accelerated AI-driven product matching and personalized recommendations across our platforms to drive conversion. We expanded partnerships with leading AI and search platforms, ensuring we are present wherever travelers plan and book. At the trusted intersection between travelers and operators, we believe we’ve built a differentiated data asset with unmatched utility.

This progress is representative of our deliberate shift to more durable, higher growth marketplace offerings, which in 2025 represented over 60% of revenue and 35% of adjusted EBITDA. We achieved record revenue of $1.9 billion, driven by 12% growth in our marketplace offerings, our Experiences and TheFork segments, which more than offset weaker performance in our legacy offerings within our Hotels & Other segment. On a consolidated basis, year over year revenue grew 3%, while net income was $40 million, adjusted EBITDA 1 was $319 million, and free cash flow 1 was $163 million.

Finally, we simplified our capital structure through the April 2025 merger transaction with our former controlling stockholder. Combined with $90 million in share repurchases, these actions reduced our share count by approximately 21% since the end of 2024. We also began to refresh our Board, adding leadership and operational experience aligned with our focus on long-term value creation.

In 2026 we plan to build on this momentum — continuing to grow our leadership in experiences, leverage the power of our assets for an AI-driven future, and simplify the portfolio with discipline.

To our employees — thank you for your ongoing commitment and engagement. 2025 brought significant change, and your focus, resilience and dedication made our progress possible. Across our teams and geographies, your collective contributions strengthen our business every day.

To our shareholders — thank you for your continued support. We’re confident that our shift to becoming an experiences-first company, combined with disciplined execution, positions Tripadvisor to create meaningful long-term value.

1 Free cash flow for fiscal year ended December 31, 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.

You are cordially invited to attend the Annual Meeting of Stockholders of Tripadvisor, Inc. to be held on Monday, June 29, 2026, at 10:00 a.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 by visiting www.virtualshareholdermeeting.com/TRIP2026. To enter the Annual Meeting, 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 starts. Online check-in will start at approximately 9:45 a.m. Eastern Time on Monday, June 29, 2026.

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 the Notice and in this Proxy Statement. 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 29, 2026

The 2026 Annual Meeting of Stockholders of Tripadvisor, Inc., a Nevada corporation, will be held on Monday, June 29, 2026, at 10:00 a.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/TRIP2026. 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 29, 2026. At the Annual Meeting, stockholders will be asked to consider and vote on the following proposals:

To elect the ten 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, 2026; 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, Inc. capital stock at the close of business on April 30, 2026 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, 2025. 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 11, 2026, 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 29, 2026

This Proxy Statement and the 2025 Annual Report are available at:

https://ir.tripadvisor.com/financial-information/annual-reports

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