TripAdvisor, Inc.

Previous wording

The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes included in this Quarterly Report, and the consolidated financial statements and accompanying notes, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2024 Annual Report.

Current wording

The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes included in this Quarterly Report, and the audited consolidated financial statements and accompanying notes, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2025 Annual Report.

Previous wording

This Quarterly Report, as well as statements made by our executive officers, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the views of our management regarding current expectations and projections about future events and are based on currently available information. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, but not limited to, those discussed in our 2024 Annual Report, Part I, Item 1A, “Risk Factors,” as well as those discussed elsewhere in this Quarterly Report. Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations. Accordingly, readers should not place undue reliance on these forward-looking statements. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “may,” “plans,” “will,” “believes,” “would,” “opportunity,” “goal,” “objective,” similar terms, variations of such terms or the negative of those terms, generally identify forward-looking statements; however, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. We are not under any obligation to, and do not intend to, publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Please carefully review and consider the various disclosures made in this report and in our other reports filed with the SEC that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.

Current wording

This Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the views of our management regarding current expectations and projections about future events and are based on currently available information. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, but not limited to, those discussed in our 2025 Annual Report, Part I, Item 1A, “Risk Factors,” as well as those discussed elsewhere in this Quarterly Report. Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations. Accordingly, readers should not place undue reliance on these forward-looking statements. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements; however, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. We are not under any obligation to, and do not intend to, publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Please carefully review and consider the various disclosures made in this report and in our other reports filed with the SEC that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.

Previous wording

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.

Current wording

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

Previous wording

The Company’s revenue and Adjusted EBITDA, as shown in our segment financial information, continue to shift more towards its marketplace businesses with less exposure to its media-based, or click-based offerings, as a result of our strategic focus to grow and invest in these businesses. Our Viator and TheFork segments, which are two-sided marketplace businesses, have exhibited consistent revenue growth and improving profitability post-pandemic. Importantly, as of the nine months ended September 30, 2025, these two segments represented approximately 60% of the Company’s consolidated revenue and 30% of our total segment Adjusted EBITDA. As the Company continues to execute on its growth strategies, we expect these trends to continue in the future. Refer to “Note 13: Subsequent Events” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for additional information regarding the Company’s recent decision to integrate its experiences operating model across its Viator and Brand Tripadvisor segments to support the Company’s prioritization of an experiences-led growth strategy and AI-enabled company.

Current wording

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. 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.

Previous wording

The global experiences market is large, growing, highly fragmented, and underpenetrated, 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. Likewise, the global restaurants category is also benefiting from increased online adoption by both consumers and restaurant partners, particularly in Europe. 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.

Current wording

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. 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.

Previous wording

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, 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.

Current wording

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.

Previous wording

On November 5, 2025, the Company initiated a series of cost savings actions following a decision to realign its operating model across its Viator and Brand Tripadvisor segments 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. 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. Refer to “Note 13: Subsequent Events” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for additional information regarding these decisions and estimated restructuring costs that will be incurred by the Company.

Current wording

During the fourth quarter of 2025, the Company 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 to support the Company’s positioning as an experiences-led and AI-enabled company. As a result of these actions taken, the Company incurred pre-tax restructuring and other related reorganization costs of $3.3 million during the first quarter of 2026, which consisted of employee severance and related benefits, primarily in our Hotels and Other segment.

Previous wording

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 of these actions taken, the Company incurred estimated 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 Brand Tripadvisor segment. Refer to “Note 5: Accrued Expenses and Other Current Liabilities” and “Note 12: Segment Information” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

Current wording

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 of actions taken under this initiative, during first quarter of 2025, the Company incurred pre-tax restructuring and other related reorganization costs of $10.1 million, which consisted of employee severance and related benefits, primarily in our Hotel and Other segment.

Previous wording

As of September 30, 2025, the Company had approximately 2,909 employees. Approximately 64%, 31%, and 5% of the Company’s current employees are based in Europe, the U.S., and the rest of world, respectively. Additionally, we use independent contractors to supplement our workforce. We believe we have good relationships with our employees and contractors, including relationships with employees represented by international works councils or other similar organizations.

Current wording

As of March 31, 2026, the Company had approximately 2,555 employees. Approximately 69%, 27%, and 4% of the Company’s current employees are based in Europe, the U.S., and the rest of world, respectively. Additionally, we use independent contractors to supplement our workforce. We believe we have good relationships with our employees and contractors, including relationships with employees represented by international works councils or other similar organizations.

Previous wording

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. 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 or economic uncertainty, public health-related events, as well as other factors.

Current wording

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 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 or economic uncertainty, public health-related events, as well as other factors.

Previous wording

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our 2024 Annual Report.

Current wording

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our “Critical Accounting Policies and Estimates” in Part II, Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2025 Annual Report.

Previous wording

There have been no material changes to our significant accounting policies or new accounting pronouncements that we are required to adopt that may have an impact on our unaudited condensed consolidated financial statements since December 31, 2024, as compared to those described under “Note 2: Significant Accounting Policies,” in the notes to consolidated financial statements in Item

Current wording

There have been no material changes to our significant accounting policies or new accounting pronouncements that we are required to adopt that may have an impact on our unaudited condensed consolidated financial statements since December 31, 2025, as compared to those described under “Note 2: Significant Accounting Policies,” in the notes to the audited consolidated financial statements in Item 8 of our 2025 Annual Report.

Previous wording

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 Viator 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.

Current wording

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.

Previous wording

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 6.6 million and 17.9 million during the three and nine months ended September 30, 2025, respectively, an increase of approximately 18% and 16%, respectively, when compared to the same periods in 2024, primarily driven by growth on Viator’s branded site and app as well as third-party points of sale.

Current wording

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 was approximately 5.6 million during the first quarter of 2026, an increase of approximately 11%, when compared to the same period in 2025, primarily driven through growth on the Viator point of sale, as well as third-party points of sale, partially offset by the macro-related factors noted above, which negatively impacted bookings growth.

Previous wording

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.

Current wording

GBV represents the total dollar value of experience bookings 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.

Previous wording

GBV reached $1.3 billion and $3.7 billion during the three and nine months ended September 30, 2025, respectively, an increase of approximately 15% and 12%, respectively, when compared to the same periods in 2024, 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.

Current wording

GBV reached approximately $1.2 billion during the three months ended March 31, 2026, an increase of approximately 13%, when compared to the same period in 2025, primarily due to growth in the number of experience bookings as discussed above, and to a lesser extent, an increase in pricing primarily due to favorable foreign currency fluctuations. These were partially offset by the macro-related factors noted above, which negatively impacted bookings growth.

Previous wording

Viator segment revenue increased by approximately $25 million and $66 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily driven by growth in booking volume, 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. In addition, we estimate Viator's revenue growth rate was positively impacted by foreign currency fluctuations of approximately 3% and 1% during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024.

Current wording

Experiences segment revenue increased $12.1 million during the three months ended March 31, 2026 when compared to the same period in 2025, primarily driven by growth in bookings volume and, to a lesser extent, an increase in pricing, which we estimate was positively impacted by foreign currency fluctuations of approximately 4% during the three months ended March 31, 2026, when compared to the same period in 2025. These were partially offset by the macro-related factors noted above, that negatively impacted bookings growth and increased cancellation rates, which we estimate negatively impacted revenue growth by approximately 4.0 percentage points during the three months ended March 31, 2026.

Previous wording

Adjusted EBITDA in our Viator segment improved by approximately $19 million and $52 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, and adjusted EBITDA margin improved by 5.5 percentage points and 7.0 percentage points during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024. The improvement in adjusted EBITDA was primarily due to an increase in revenue as noted above and, to a lesser extent, a decrease in marketing costs, partially offset by an increase in 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 during the three and nine months ended September 30, 2025 when compared to the same periods in 2024 was primarily due to a decrease in marketing costs as a percent of revenue.

Current wording

Adjusted EBITDA loss in our Experiences segment increased by $5.1 million during the three months ended March 31, 2026 when compared to the same period in 2025, while adjusted EBITDA margin declined by 2.3 percentage points. The increase in adjusted EBITDA loss was primarily due to an increase in paid marketing costs, as well as variable costs related to revenue growth, such as credit card payment processing fees, partially offset by an increase in revenue growth, as discussed above. The decline in adjusted EBITDA margin during the three months ended March 31, 2026 when compared to the same period in 2025 was primarily due to an increase in marketing costs as a percent of revenue.

Previous wording

Brand Tripadvisor segment revenue figures are shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis. Refer to “Note 12: Segment Information” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for a discussion of intersegment revenue for all periods presented.

Current wording

Hotels and Other segment revenue figures are shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis. Refer to “Note 12: Segment Information” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for a discussion of intersegment revenue for all periods presented.

Previous wording

Adjusted EBITDA in Brand Tripadvisor decreased by approximately $27 million and $58 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, while adjusted EBITDA margin decreased 8.6 percentage points and 6.0 percentage points during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024. The decrease in adjusted EBITDA was due to a decrease in revenue, as noted above, as well as, an increase in paid online marketing costs (i.e., traffic acquisition costs) in our hotel and experiences offerings, partially offset by a decrease in personnel costs due to a reduction in headcount primarily related to cost reduction measures taken during the first quarter of 2025. The decrease in adjusted EBITDA margin during the three and nine months ended September 30, 2025, when compared to the same periods in 2024, was primarily due to an increase in marketing costs as a percent of revenue, as the mix of paid marketing channels and related online marketing costs increased for our hotel and experiences offerings.

Current wording

Adjusted EBITDA in our Hotels and Other segment decreased by $24.7 million during the three months ended March 31, 2026 when compared to the same period in 2025, while adjusted EBITDA margin decreased by 8.0 percentage points. 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 $14.1 million during the three months ended March 31, 2026 when compared to the same period in 2025. This decrease was primarily related to a decrease in personnel costs due to a reduction in headcount related to cost reduction measures taken during the fourth quarter of 2025, and to a lesser extent, a decrease in marketing expenses. The decrease in adjusted EBITDA margin during the three months ended March 31, 2026 when compared to the same period in 2025, was primarily due to an increase in marketing costs as a percentage of revenue due to declines in free marketing channels, particularly SEO, and the resulting shift from free to paid marketing channels, as well as technology and cost of sales costs as a percent of revenue.

Previous wording

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

Current wording

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

Previous wording

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 12: Segment Information” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for a discussion of intersegment revenue for all periods presented.

Current wording

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 12: Segment Information” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for a discussion of intersegment revenue for all periods presented.

Previous wording

Tripadvisor-branded hotels revenue decreased by approximately $8 million and $17 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to a decrease in hotel B2B revenue and, to a lesser extent, a decrease in hotel meta 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.

Current wording

Hotels revenue decreased $33.6 million during the three months ended March 31, 2026 when compared to the same period in 2025, primarily due to a decrease in hotel metasearch revenue. This decrease was driven primarily by declines in free marketing channels, particularly SEO, impacting paid marketing channels, resulting in lower click volumes, which more than offset an increase in pricing as measured in cost-per-click rates (“CPCs”) in our hotel metasearch offering. 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.

Previous wording

Media and advertising revenue primarily consists of revenue from display-based advertising (or “media advertising”) across our Tripadvisor Group platform and decreased approximately $5 million and $11 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024. These decreases were 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 second and third quarters of 2025, due to the aforementioned traffic headwinds.

Current wording

Media and advertising revenue, which consists of revenue from display-based advertising (or “media advertising”) across our Tripadvisor Group platform, decreased $2.8 million during the three months ended March 31, 2026 when compared to the same period in 2025. 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.

Previous wording

TheFork segment revenue increased by approximately $14 million and $31 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024. This improvement was primarily driven by booking volume growth largely in TheFork's branded channel and, to a lesser extent, increased adoption of our 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 8% and 4% during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024.

Current wording

TheFork revenue increased $10.9 million during the three months ended March 31, 2026 when compared to the same period in 2025, driven primarily by booking volume growth largely in TheFork's branded channel, in addition to increased adoption of its premium online reservation booking software offering, and third-party partnership revenue. In addition, TheFork's revenue growth rate was positively impacted by foreign currency fluctuations of approximately 12% during the three months ended March 31, 2026, when compared to the same period in 2025.

Previous wording

Adjusted EBITDA in TheFork segment improved by approximately $8 million and $14 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, while adjusted EBITDA margin improved by 10.7 percentage points and 7.9 percentage points during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024. 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 the first half of 2025. The improvements in adjusted EBITDA margin was primarily due to lower personnel costs as a percentage of revenue.

Current wording

Adjusted EBITDA in TheFork improved by $8.1 million during the three months ended March 31, 2026 when compared to the same period in 2025, and adjusted EBITDA margin improved by 15.5 percentage points during the three months ended March 31, 2026 when compared to the same period in 2025. The improvement in adjusted EBITDA was primarily due to an increase in revenue as noted above, and a decrease in brand marketing, partially offset by increased personnel costs due to increased headcount to support business growth. The improvement in adjusted EBITDA margin was primarily due to lower marketing costs as a percentage of revenue.

Previous wording

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.

Current wording

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.

Previous wording

Viator segment marketing expenses are shown gross of intersegment (intercompany) expenses, which is eliminated on a consolidated basis. Refer to “Note 12: Segment Information” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for a discussion of intersegment activity for all periods presented.

Current wording

Marketing expenses are shown gross of intersegment (intercompany) expenses, which is eliminated on a consolidated basis. Refer to “Note 12: Segment Information” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for a discussion of intersegment activity for all periods presented.

Previous wording

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.

Current wording

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 assets related to our finance lease. Amortization consists of the amortization of definite-lived intangibles purchased in business acquisitions.

Previous wording

Depreciation and amortization increased approximately $2 million and $4 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods 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.

Current wording

Depreciation and amortization increased $3.3 million during the three months ended March 31, 2026 when compared to the same period in 2025, primarily due to increased depreciation related to previous capital investments in internal website development.

Previous wording

The Company incurred increased pre-tax restructuring and other related reorganization costs of approximately $10 million during the nine months ended September 30, 2025, as discussed above. This amount was not material for both the three months ended September 30, 2025 and 2024. Refer to “Note 5: Accrued Expenses and Other Current Liabilities” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for more information regarding restructuring and other related reorganization costs.

Current wording

The Company incurred pre-tax restructuring and other related reorganization costs of $3.3 million during the three months ended March 31, 2026, as discussed above. Refer to “Note 5: Accrued Expenses and Other Current Liabilities” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for more information regarding restructuring and other related reorganization costs.

Previous wording

Interest expense primarily consists of interest incurred, commitment fees, and debt issuance cost amortization related to the Credit Facility, the Term Loan B Facility, the 2025 Senior Notes, the 2026 Senior Notes, as well as imputed interest on finance leases.

Current wording

Interest expense primarily consists of interest incurred, commitment fees, and debt issuance cost amortization related to the Credit Facility, the Term Loan B Facility, the 2026 Senior Notes, as well as imputed interest on finance leases.

Previous wording

Interest expense increased approximately $5 million and $12 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods 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 both three months ended September 30, 2025 and 2024, and the nine months ended September 30, 2025, was primarily related to the Term Loan B Facility, while during the nine months ended September 30, 2024, interest expense incurred was primarily related to the 2025 Senior Notes, which were redeemed in July 2024 and, to a lesser extent, the Term Loan B Facility. Refer to “Note 6: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

Current wording

Interest expense increased $4.0 million during the three months ended March 31, 2026 when compared to the same period in 2025, primarily due to the issuance of our Tack-On Incremental Term Loan B Facility in March 2025, which incrementally increased our ongoing financing costs. The majority of interest expense reported during the three months ended March 31, 2026 and 2025, was primarily related to the Term Loan B Facility. Refer to “Note 6: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

Previous wording

Interest income decreased approximately $2 million and $7 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to a decrease in interest rates received on demand bank deposits, time deposits, and money market funds.

Current wording

Interest income decreased $2.1 million during the three months ended March 31, 2026 when compared to the same period in 2025, primarily due to a decrease in interest rates received on demand bank deposits, time deposits, and money market funds.

Previous wording

Other income (expense), net generally consists of net foreign exchange gains and losses, forward contract gains and losses, earnings/(losses) from equity method investments, gain/(loss) and impairments on non-marketable investments, gain/(loss) on sale/disposal of businesses, and other assets, gain/(loss) on extinguishment of debt, and other non-operating income (expenses).

Current wording

Other income (expense), net generally consists of net foreign exchange gains and losses, forward contract gains and losses, earnings/(losses) from equity method investments, gain/(loss) and impairments on non-marketable investments, gain/(loss) on sale/disposal of businesses, and other assets, gain/(loss) on extinguishments of debt, and other non-operating income (expenses).

Previous wording

Other expense, net decreased approximately $4 million during the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to net foreign exchange gains incurred as a result of foreign currency rate movements during the period and a loss on extinguishment of debt of $2 million during the third quarter of 2024, which primarily consisted of a non-cash write-off of unamortized debt issuance costs, which did not reoccur in 2025. Other expense, net increased approximately $1 million during the nine months ended September 30, 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 disposal of certain assets of approximately $3 million during the first quarter of 2024 and a loss on extinguishment of debt of $2 million, as noted above, both of which did not reoccur in 2025.

Current wording

Other income, net, increased during the three months ended March 31, 2026 when compared to the same period in 2025, primarily due to net foreign exchange gains incurred as a result of foreign currency movements during the period.

Previous wording

The change in our income tax provision during the three months ended September 30, 2025, when compared to the same period in 2024, was primarily due to changes in discrete items including stock-based compensation shortfalls. The change in our income tax provision during the nine months ended September 30, 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 nine months ended September 30, 2024, which did not reoccur in 2025, as well as, a discrete tax benefit of $11 million in the first quarter of 2025, as described above. Refer to “Note 7: Income Taxes” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

Current wording

We recorded an income tax provision of $0.8 million for the three months ended March 31, 2026. The change in our income tax provision and our effective tax rate during the three months ended March 31, 2026, when compared to the same period in 2025, was primarily the result of a discrete tax benefit of $11.4 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 expiring for the tax years 2014, 2015, and 2016. Refer to “Note 7: Income Taxes” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

Previous wording

Net income increased by approximately $15 million during the three months ended September 30, 2025 when compared to the same period in 2024. Improvements in net income were largely driven by an increase in revenue, as described in more detail above under “Revenue and Segment Information” and a decrease in income tax expense of $17 million, as described in more detail above under “(Provision) Benefit for Income Taxes”. These improvements were partially offset by increased marketing costs in our Brand Tripadvisor and TheFork segments, as described in more detail above under “Consolidated Expenses.”

Current wording

Net loss increased by $21.4 million during the three months ended March 31, 2026, when compared to the same period in 2025, largely driven by a decrease in revenue and an increase in income tax expense of $10.1 million, as described in more detail above under the sections “Revenue and Segment Information” and “(Provision) Benefit for Income Taxes”, respectively. This decline was partially offset by a decrease in personnel costs, as well as a decrease in pre-tax restructuring and other related reorganization costs of $6.8 million, all of which is described in more detail above under “Consolidated Expenses.”

Previous wording

Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our CODM, management and Board of Directors. We define Adjusted EBITDA as net income (loss) plus: (1) provision (benefit) for income taxes; (2) other expense (income), net; (3) depreciation and amortization; (4) stock-based compensation; (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); (7) restructuring and other related reorganization costs; (8) transaction related expenses; and (9) non-recurring expenses and income unusual in nature or infrequently occurring.

Current wording

Adjusted EBITDA is also our reported measure of segment profit and a key measure used by our CODM, management 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. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons and better enables management and investors to compare financial results between periods as these costs may vary independent of ongoing core business performance. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our CODM, management and Board of Directors. We define Adjusted EBITDA as net income (loss) plus: (1) provision (benefit) for income taxes; (2) other expense (income), net; (3) depreciation and amortization; (4) stock-based compensation; (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); (7) restructuring and other related reorganization costs; (8) transaction related expenses (including non-operational costs related to significant shareholder activism, which includes third-party advisory, legal, and other professional fees); and (9) non-recurring expenses and income unusual in nature or infrequently occurring.

Previous wording

The Company expensed certain transaction costs of approximately $1 million and $4 million during the three and nine months ended September 30, 2024, respectively, to general and administrative expenses on our unaudited condensed consolidated statements of operations.

Current wording

The Company expensed certain costs related to shareholder activism of $3.3 million during the first quarter of 2026, to general and administrative expenses on our unaudited condensed consolidated statements of operations.