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 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.

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 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 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.

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. Forward-looking statements include, but are not limited to, statements regarding the pending sale of our TheFork business to American Express, including expected timing, net proceeds, potential uses of proceeds, and anticipated transaction benefits 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,” “projects,” “will,” “would,” “could,” 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 Company measures its financial performance within the following reportable segments: Experiences, Hotels and Other, and TheFork. The Company's strategy is focused on growing and scaling its Experiences and TheFork marketplaces, which we believe represents an attractive long-term value creation opportunity, while optimizing its legacy offerings within the Hotels and Other segment for profitability. Our segment structure reflects the combination of our Viator and Brand Tripadvisor experiences operations implemented in the fourth quarter of 2025 and aligns with our positioning as an experiences-led company, as we continue to evaluate strategic alternatives for TheFork as part of our broader portfolio review.

Current wording

The Company's strategy is focused on growing and scaling its Experiences marketplace, which we believe represents an attractive long-term value creation opportunity, while optimizing its legacy offerings within the Hotels and Other segment for profitability. As part of its Experiences focused strategy, on June 14, 2026, the Company entered into a put option agreement for the sale of TheFork, as further discussed in the section below titled “Pending Sale of TheFork.”

Previous wording

The Experiences segment includes both Viator and Tripadvisor points-of-sale. Viator is a pure-play experiences online travel agency (“OTA”), offering an online global marketplace focused on merchandising bookable experiences to travelers that typically have relatively higher purchase intent either pre-destination or in-destination. Tripadvisor is an online global travel guidance platform that also merchandises experiences to its audience, which more commonly serves travelers in the discovery and planning phases. The Hotels and Other segment primarily consists of the Tripadvisor hotel and restaurant guidance platform, which includes hotel metasearch, and related advertising offerings primarily for hotels and restaurants. TheFork segment operates an online dining marketplace by enabling diners to discover and book reservations with restaurants in Europe.

Current wording

The Experiences segment includes both Viator and Tripadvisor points-of-sale. Viator is a pure-play experiences online travel agency (“OTA”), offering an online global marketplace focused on merchandising bookable experiences to travelers that typically have relatively higher purchase intent either pre-destination or in-destination. Tripadvisor is an online global travel guidance platform that also merchandises experiences to its audience, which more commonly serves travelers in the discovery and planning phases. The Hotels and Other segment primarily consists of the Tripadvisor hotel and restaurant guidance platform, which includes hotel metasearch, and related advertising offerings primarily for hotels and restaurants.

Previous 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.

Current wording

Our Experiences business is a two-sided online marketplace, which has exhibited consistent revenue growth and improving profitability, prior to the macro-environment headwinds during the first half of 2026, as discussed below. The Company’s total revenue and adjusted EBITDA continue to shift more towards Experiences, as shown in our segment financial information. As of the year ended December 31, 2025, the Experiences segment represented approximately 55% of the Company’s total revenue from continuing operations and 30% of our adjusted EBITDA from continuing operations. As the Company continues to execute on its growth strategies and invest in Experiences, we expect to see our media-based and click-based advertising offerings become a smaller share of our overall revenue and profit mix.

Previous 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.

Current wording

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. 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 category, we expect to continue to invest in this category 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 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.

Current wording

In our Hotels and Other segment, we generate a significant amount of direct traffic from search engines, including Google, through search engine optimization (“SEO”) performance. 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

During the first quarter of 2026, specifically beginning in late February and throughout March, the conflict in the Middle East, as well as severe flooding in Hawaii and civil unrest in Mexico, two key destination markets, had an adverse impact on our Experiences business. Although Experiences showed growth across all reported measures through February, as a result of these macro-events, in March, we did observe a negative impact in booking volumes, gross booking value, and revenue, as well as an increase in cancellation rates across all points of sale in our Experiences segment. This negatively impacted our overall growth rates across our reported measures during the quarter in the Experiences segment. We also expect revenue growth for the Experiences segment will be negatively impacted in the second quarter of 2026, as a result of the impact on booking volumes and cancellations due to the macro-events in the first and second quarters of 2026. If heightened geopolitical tensions and conflicts, including the evolving events in the Middle East continue, they could have a negative impact on the travel industry and, as a result, continue to impact our financial results.

Current wording

2026, we did observe a negative impact on booking volumes, gross booking value, and revenue, as well as an increase in cancellation rates across all points of sale in our Experiences segment. This negatively impacted our overall growth rates across our reported measures during the first half of 2026 in the Experiences segment. We also expect that heightened geopolitical tensions and conflicts, including evolving events in the Middle East, may continue to have an impact on the travel industry and, as a result, continue to impact our financial results in the second half of the year.

Previous 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.

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 $3.9 million and $6.9 million during the three and six months ending June 30, 2026, which consisted of employee severance and related benefits, primarily in our Hotels and Other segment.

Previous wording

These actions are expected to be substantially completed by the fourth quarter of 2026 and represent transformational initiatives of the Company's operating structure, which are not reflective of the Company's normal and recurring business operations. The multi-period nature of these actions generally reflects the operational challenges of executing a global workforce reduction across multiple jurisdictions, including compliance with local statutory requirements in certain international locations, and the timing of employee departures. 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 related to these actions.

Current wording

These actions are expected to be substantially completed by the fourth quarter of 2026 and represent transformational initiatives of the Company's operating structure, which are not reflective of the Company's normal and recurring business operations. The multi-period nature of these actions generally reflects the operational challenges of executing a global workforce reduction across multiple jurisdictions, including compliance with local statutory requirements in certain international locations, and the timing of employee notifications and departures. Refer to “Note 6: Accrued Expenses and Other Current Liabilities” and “Note 13: Segment Information” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information related to these actions.

Previous 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.

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 half of 2025, the Company incurred pre-tax restructuring and other related reorganization costs of $9.3 million, which consisted of employee severance and related benefits, primarily in our Hotel and Other segment.

Previous wording

On April 1, 2026, the Company repaid its 0.25% Convertible 2026 Senior Notes due 2026 (“2026 Senior Notes”), at maturity, for $345.4 million, consisting of the full outstanding principal and accrued interest, funded by cash on hand. In connection with the maturity and repayment of the 2026 Senior Notes on April 1, 2026, the Capped Calls also expired unexercised. Refer to “Note 13: Subsequent Events” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

Current wording

On April 1, 2026, the Company repaid its 0.25% Convertible 2026 Senior Notes due 2026 (“2026 Senior Notes”), at maturity, for $345.4 million, consisting of the full outstanding principal and accrued interest, funded by cash on hand. In connection with the maturity and repayment of the 2026 Senior Notes on April 1, 2026, the Capped Calls also expired unexercised. Refer to “Note 7: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

Previous 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.

Current wording

As of June 30, 2026, the Company had approximately 2,465 employees, of which approximately 860 are employees of TheFork. Approximately 70%, 26%, 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

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.

Current wording

There have been no material changes to our significant accounting policies or new accounting pronouncements which required adoption had a significant 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. During the second quarter of 2026, we reclassified the results of TheFork segment as discontinued operations in our unaudited condensed consolidated statements of operations for all periods presented, as discussed above.

Previous wording

Consolidated Adjusted EBITDA is considered a non-GAAP measure as defined by the SEC. Please refer to the “Adjusted EBITDA” discussion below for more information, including tabular reconciliations to the most directly comparable GAAP financial measure.

Current wording

Adjusted EBITDA from continuing operations is considered a non-GAAP measure as defined by the SEC. Please refer to the “Adjusted EBITDA” discussion below for more information, including tabular reconciliations to the most directly comparable GAAP financial measure.

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 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.

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 were approximately 6.5 million and 12.1 million during the three and six months ended June 30, 2026, respectively, an increase of approximately 5% and 7%, respectively, when compared to the same periods in 2025, primarily driven through growth on Viator and third-party points of sale, partially offset by SEO-related headwinds in the Tripadvisor point of sale.

Previous 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.

Current wording

GBV reached $1.4 billion and $2.6 billion during the three and six months ended June 30, 2026, respectively, an increase of approximately 3% and 7%, respectively, when compared to the same periods in 2025, primarily due to growth in the number of experience bookings as discussed above. These were partially offset by SEO -headwinds and the macro-related factors noted above, which negatively impacted bookings growth, and lower average bookings values across Viator and Tripadvisor points of sale when compared to the same periods in 2025.

Previous 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.

Current wording

Adjusted EBITDA in our Experiences segment decreased by $7.0 million and $12.2 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, and adjusted EBITDA margin decreased by 2.9 percentage points and 3.0 percentage points during three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. The decrease in adjusted EBITDA was primarily due to an increase in paid marketing costs, partially offset by an increase in revenue growth, as discussed above. The decline in adjusted EBITDA margin during the three and six months ended June 30, 2026 when compared to the same periods in 2025 was primarily due to an increase in marketing costs, partially offset by lower personnel costs as a percentage of revenue.

Previous wording

Hotels and Other revenue decreased by $38.8 million for the three months ended March 31, 2026 when compared to the same period in 2025, driven by declines across all revenue streams primarily from free marketing channels, particularly SEO, as discussed further below.

Current wording

Hotels and Other segment revenue decreased by $42.2 million and $81.0 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, driven by declines across all revenue streams primarily from free marketing channels, particularly SEO, as discussed further below.

Previous 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.

Current wording

Adjusted EBITDA in our Hotels and Other segment decreased by $13.8 million and $38.5 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, while adjusted EBITDA margin decreased 1.0 percentage point and 4.5 percentage points during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. 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 $28.4 million and $42.5 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods 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 as we continue to optimize for profitability. The decline in adjusted EBITDA margin during the three and six months ended June 30, 2026 when compared to the same periods 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 costs as a percent of revenue.

Previous 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.

Current wording

Hotels revenue decreased by $34.4 million and $68.0 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, primarily due to a decrease in hotel metasearch revenue. These decreases were driven primarily by a decline in revenue from free marketing channels, and to a lesser extent, 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, 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.

Current wording

Media and advertising revenue primarily consists of revenue from display-based advertising (or “media advertising”) across our Tripadvisor Group platform and decreased $4.3 million and $7.0 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. These decreases were primarily driven by declines in traditional display and programmatic advertising (together sometimes referred to as “on platform” advertising) that correlates closely with overall traffic volume.

Previous wording

Other revenue includes click-based advertising and display-based advertising revenue from our cruise, as well as, Tripadvisor dining revenue. At the start of 2026, the Company no longer offers travelers access to vacation rentals, flights and rental cars offerings on its platform. Tripadvisor dining revenue includes intercompany (intersegment) revenue consisting of affiliate marketing commissions earned primarily from restaurant reservation bookings on Tripadvisor-branded websites and mobile apps, fulfilled by TheFork, which is eliminated on a consolidated basis, in addition to revenue earned from Hotels and Other’s own business-to-business (“B2B”) restaurant offerings. Other revenue decreased $2.4 million during the three months ended March 31, 2026 when compared to the same period in 2025, primarily due to Tripadvisor dining revenue as we shift our strategic focus and simplify the management of our Hotels and Other segment, and to a lesser extent, the Company no longer offering vacation rentals, flights and rental cars offerings on our platform, as noted above.

Current wording

Other revenue includes click-based advertising and display-based advertising revenue from our cruise, as well as, Tripadvisor dining revenue. At the start of 2026, the Company no longer offers travelers access to vacation rentals, flights and rental cars offerings on its platform. Tripadvisor dining revenue includes affiliate marketing commissions earned primarily from restaurant reservation bookings on Tripadvisor-branded websites and mobile apps, fulfilled by TheFork, in addition to revenue earned from Hotels and Other’s own business-to-business (“B2B”) restaurant offerings. Other revenue decreased $3.5 million and $6.0 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, primarily due to Tripadvisor dining revenue as we shift our strategic focus and simplify the management of our Hotels and Other segment, and to a lesser extent, the Company no longer offering vacation rentals, flights and rental cars offerings on our platform, as noted above.

Previous wording

Cost of sales increased $6.0 million during the three months ended March 31, 2026 when compared to the same period in 2025, primarily due to an increase in credit card payment processing fees as a result of revenue growth in Experiences, as well as an increase in media production costs and other transaction related costs related to generating revenue in Hotels and Other.

Current wording

Cost of sales decreased $5.5 million during the three months ended June 30, 2026 when compared to the same period in 2025, primarily due to a decrease in digital services taxes, resulting from the repeal of enacted tax legislation in Canada during 2026 related to digital service taxes, which includes a refund of $2.0 million realized during the second quarter of 2026, as well as, a decrease in bad debt expense, media production costs and other transactional costs related to generating revenue in Hotels and Other. This decrease was partially offset by an increase in credit card payment processing fees as a result of revenue growth in Experiences. Cost of sales decreased $0.6 million during the six months ended June 30, 2026 when compared to the same period in 2025, primarily due a decrease in digital services taxes, as discussed above, partially offset by an increase in credit card payment processing fees as a result of revenue growth in Experiences.

Previous wording

Marketing costs increased $6.0 million during the three months ended March 31, 2026 when compared to the same period in 2025, driven by an increase in marketing costs in Experiences, in order to drive revenue growth and increase market share, partially offset by a decrease in marketing costs in Hotels and Other and TheFork.

Current wording

Marketing costs increased $8.0 million and $15.8 million during the three and six months ended June 30, 2026 when compared to the same periods in 2025, primarily driven by an increase in marketing costs in Experiences, in order to drive revenue growth and increase market share, partially offset by a decrease in marketing costs in Hotels and Other as we continue to optimize for profitability.

Previous wording

Personnel costs, including stock-based compensation, decreased $14.2 million during the three months ended March 31, 2026 when compared to the same period in 2025, primarily driven by a reduction in headcount related to cost-reduction measures initiated in Hotels and Other during 2025.

Current wording

Personnel costs, including stock-based compensation, decreased $26.3 million and $43.3 million during the three and six months ended June 30, 2026 when compared to the same periods in 2025, primarily driven by a reduction in headcount related to cost-reduction measures initiated in Hotels and Other during 2026 and 2025, and lower annual stock-based grant value awarded to employees during 2026.

Previous wording

Technology costs increased $2.3 million during the three months ended March 31, 2026 when compared to the same period in 2025, primarily due to increased licensing and data center costs.

Current wording

Technology and content costs increased $0.1 million and $2.2 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. The increase in technology and content costs during the six month months ended June 30, 2026, when compared to the same period in 2025, was primarily due to increased licensing fees and data center costs.

Previous wording

General and administrative costs decreased $2.7 million during the three months ended March 31, 2026 when compared to the same period in 2025, primarily due to a recovery of $4.8 million related to an external fraud incident, which occurred during the fourth quarter of 2022, and to a lesser extent, an increase of sublease income related to office space, partially offset by $3.3 million of shareholder activism costs, all of which was included in Hotels and Other.

Current wording

General and administrative costs increased $2.2 million during the six months ended June 30, 2026, respectively, when compared to the same period in 2025, primarily due to $3.3 million of shareholder activism costs during the first quarter of 2026, and a decrease of $4.6 million related to the decrease of a previously estimated accrual during the second quarter of 2025, as noted above. These headwinds were partially offset by a recovery of $4.8 million during the first quarter of 2026, related to an external fraud incident which occurred during the fourth quarter of 2022, and to a lesser extent, an increase of sublease income related to office space.

Previous 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.

Current wording

Depreciation and amortization increased $0.8 million and $2.8 million during both the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, primarily due to increased depreciation related to previous capital investments in internal website development, and to a lesser extent, an increase in capital investments primarily in technology and office space across the business, partially offset by the completion of amortization related to intangible assets purchased in business acquisitions from previous years.

Previous 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.

Current wording

The Company incurred pre-tax restructuring and other related reorganization costs of $3.9 million and $6.9 million during the three and six months ended June 30, 2026, as discussed above. Refer to “Note 6: 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 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.

Current wording

Interest expense decreased $2.3 million during the three months ended June 30, 2026 when compared to the same period in 2025, primarily due to a decrease in interest rates. Interest expense increased $1.7 million during the six months ended June 30, 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, partially offset by a decrease in interest rates when compared to the same period in 2025. The majority of interest expense reported for all periods presented was related to the Term Loan B Facility. Refer to “Note 7: 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 $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.

Current wording

Interest income decreased $4.8 million and $7.0 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, primarily due to a decrease in interest rates received on demand bank deposits, time deposits, and money market funds, as well as a decrease in cash invested during the second quarter of 2026 as a result of the repayment of the 2026 Senior Notes on April 1, 2026. Refer to “Note 7: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

Previous 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.

Current wording

Other income, net, increased $5.8 million and $10.6 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, primarily due to net foreign exchange gains incurred as a result of foreign currency movements during the periods.

Previous wording

The first quarter of 2026 effective tax rate differs from the U.S. federal statutory rate of 21%, primarily due to the benefit of foreign-derived deduction eligible income, and the tax effects of stock-based compensation.

Current wording

Our effective tax rate for the three and six months ended June 30, 2026 differs from the U.S. federal statutory rate of 21%, primarily due to the benefit of foreign-derived deduction eligible income and the tax effects of stock-based compensation. Our effective tax rate for the six months ended June 30, 2026 is negative 500%, primarily due to a pretax book loss for continuing operations during the six months ended June 30, 2026, and a provision for income tax that largely includes shortfalls from stock based compensation recognized in full in the quarter the shortfall occurs.

Previous 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.

Current wording

The change in our income tax provision during the three months ended June 30, 2026, when compared to the same period in 2025, was primarily due to a decrease in pretax income. The change in our income tax provision during the six months ended June 30, 2026, when compared to the same period in 2025, was primarily due to 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 on tax years 2014, 2015, and 2016. Refer to “Note 8: 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 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.”

Current wording

Net income from continuing operations decreased by $13.7 million during the three months ended June 30, 2026 when compared to the same period in 2025, primarily driven by a decrease in revenue, as described in more detail above under “Revenue and Segment Information” and, to a lesser extent, an increase in marketing costs, and pre-tax restructuring and other related reorganization costs of $3.9 million during the second quarter of 2026. These declines were partially offset by a decrease in personnel costs and, to a lesser extent, cost of sales, all of which is described in more detail above under “Expenses.”

Previous 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.

Current wording

Net loss from discontinued operations, net of tax improved by $0.1 million and $6.5 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. These improvements were primarily driven by an increase in revenue of $7.0 million and $17.9 million during the three and six months ended June 30, 2026 when compared to the same periods in 2025, respectively, due to 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. These improvements in revenue were partially offset by an increase in total costs and expenses of $3.8 million, primarily related to an increase in brand marketing costs, and an increase of $7.1 million, primarily due to an increase in personnel costs due to increased headcount to support business growth, during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. In addition, an increase in provision for income taxes of $2.3 million and $3.4 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, negatively impacted net income (loss) from discontinued operations, net of tax.

Previous 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.

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) from continuing operations 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

Previous wording

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results reported in accordance with GAAP. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss) and our other GAAP results.

Current wording

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results reported in accordance with GAAP. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss) from continuing operations and our other GAAP results.

Previous wording

The following table presents a reconciliation of Adjusted EBITDA to Net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, for the periods presented:

Current wording

The following table presents a reconciliation of Adjusted EBITDA to Net income (loss) from continuing operations, the most directly comparable financial measure calculated and presented in accordance with GAAP, for the periods presented: