TripAdvisor, Inc.

NOTE 1: BASIS OF PRESENTATION

We refer to Tripadvisor, Inc. and our wholly-owned subsidiaries as “Tripadvisor,” “the Group,” “the Company,” “us,” “we,” and “our” in these notes to the unaudited condensed consolidated financial statements.

Description of Business

The Tripadvisor group (the “Group”) is a portfolio of global online platforms purpose-built to connect travelers with experiences, accommodations, restaurants and other relevant travel destination points of interest (“POIs”). Our mission is to be the world's most trusted source for travel and experiences.

We offer travelers the ability to search, discover, book, and review experiences, hotels, and restaurants seamlessly through our two-sided marketplaces across three primary consumer-facing brands: Viator, Tripadvisor, and TheFork. Tripadvisor also plays a unique role in broader travel planning and guidance, offering authentic traveler-submitted reviews and content, travel planning tools and related technology to instill confidence for travelers in every part of their travel journey.

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 our legacy offerings within the Hotels and Other segment for profitability. As part of its Experiences strategy, on June 14, 2026, the Company entered into a put option agreement for the sale of TheFork. As a result, TheFork business has been reclassified as a discontinued operation and is no longer a reportable segment within continuing operations. Refer to the section below titled “Pending Sale of TheFork” for further discussion.

The Experiences segment includes Viator, a pure-play, experiences online travel agency (“OTA”), offering a two-sided global marketplace for tours, activities, and attractions; it also includes Tripadvisor’s points-of-sale for experiences. Viator's global online marketplace focus is 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. Both brands leverage Viator’s centralized supply platform that supports operator onboarding, operator inventory management, bookings, payments, fraud prevention, and customer support. In addition to its owned and operated platforms (Viator and Tripadvisor), the Company also syndicates its experiences supply to other third-party endemic and non-endemic demand partners. 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 operates as a leading online restaurant reservation and dining management platform, enabling diners to discover and book reservations in more than 50,000 restaurants across 11 European countries as of December 31, 2025.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements present our results of operations, financial position and cash flows on a consolidated basis. The unaudited condensed consolidated financial statements include Tripadvisor, our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. All inter-company accounts and transactions have been eliminated in consolidation, except for certain transactions as pertaining to the classification of TheFork as a discontinued operation, discussed below. One of our subsidiaries that operates in China has variable interests in affiliated entities in China in order to comply with Chinese laws and regulations, which restrict foreign investment in internet content provision businesses. Although we do not own the capital stock of these Chinese affiliates, we consolidate their results as we are the primary beneficiary of the cash losses or profits of these variable interest affiliates and have the power to direct the activity of these affiliates. Our variable interest entities’ financial results were not material for all periods presented. Investments in entities in which we do not have a controlling financial interest are accounted for under the equity method, the fair value option, as available-for-sale securities or at cost adjusted for observable price changes and impairments, as appropriate.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. We prepared the unaudited condensed consolidated financial statements following the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, we condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. Additionally, certain prior period amounts have been reclassified for comparability with the current period presentation, none of which were material to the presentation of the accompanying unaudited condensed consolidated financial statements, except as pertaining to the classification of TheFork as a discontinued operation, discussed below. There was no impact to total assets, total liabilities, total net income (loss) or total equity for the periods presented. Our interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025, which was previously filed with the SEC (the “2025 Annual Report”). The unaudited condensed consolidated balance sheet as of December 31, 2025 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures including notes required by GAAP.

Liberty TripAdvisor Holdings, Inc. (“LTRIP”) and Tripadvisor Merger (the“Merger”) and the Loan Agreement

On April 29, 2025, the Merger between the Company and LTRIP closed. The Merger was accounted for as a repurchase of the Company’s common stock previously held by LTRIP. The amount allocated to treasury stock totaled $436.5 million, consisting of: (i) aggregate cash paid of $410.7 million (including $19.1 million of direct expenses and fees associated with the repurchase) and common stock consideration paid (3,037,959 validly issued, fully paid and non-assessable shares of the Company's common stock, with a fair value of approximately $38.9 million); partially offset by (ii) $13.1 million in LTRIP net operating loss carryforwards, tax effected, retained by the Company, which was recorded as an asset to deferred income taxes, net on our unaudited condensed consolidated balance sheet during the second quarter of 2025. Prior to the closing of the Merger, on March 20, 2025, the Company provided a loan to LTRIP (the“Loan Agreement”) for $326.7 million to enable LTRIP to repurchase or settle certain of LTRIP’s outstanding debt prior to the close of the Merger, which was recorded to“stockholder note receivable - related party” as a reduction to stockholders’ equity on our unaudited condensed consolidated balance sheet as of March 31, 2025. Upon the closing of the Merger, the loan balance was included in the aggregate transaction price and, therefore, no longer payable to the Company by LTRIP. Refer to “Note 1: Organization and Business Description”, in the notes to the consolidated financial statements in Item 8 of our 2025 Annual Report for further discussion of the Merger transaction and “Note 11: Stockholders' Equity” below for further information regarding the repurchase and subsequent retirement of the Company's common stock repurchased in this transaction.

Pending Sale of TheFork

On June 14, 2026, the Company, entered into a put option agreement (the “Put Option Agreement”) with American Express Travel Related Services Company, Inc. (“American Express Travel”) to sell TheFork, its online restaurant and management platform in Europe, for $700.0 million in cash, subject to certain adjustments. Pursuant to the Put Option Agreement, American Express Travel provided an irrevocable commitment to acquire TheFork. On August 1, 2026, following the completion of the required consultation process with the relevant French Works Council on July 30, 2026, the Company exercised the put option. On August 2, 2026, the Company entered into an Equity Purchase Agreement with American Express Travel to sell TheFork. The closing of the transaction remains subject to certain customary closing conditions, including regulatory approvals. The sale of TheFork is expected to be completed by the end of 2026.

Upon execution of the Put Option Agreement, the assets and liabilities of the TheFork business met the accounting requirements to be classified as held for sale. In addition, the accounting requirements for reporting the TheFork business as a discontinued operation were also satisfied as the transaction constitutes a strategic shift that will have a major effect on the Company's operations and financial results. We analyzed the quantitative and qualitative factors relevant to the pending divestiture of TheFork business and determined that those factors for discontinued operations presentation have been met. As such, the financial results of the TheFork business are classified as discontinued operations in the unaudited condensed consolidated financial statements for all periods presented. Unless otherwise noted, all amounts, percentages, and any discussion in this Quarterly Report on Form 10-Q reflect the results from continuing operations, except for the unaudited condensed consolidated statements of comprehensive income and unaudited condensed consolidated statements of stockholders' equity, which are presented on a combined continuing and discontinued operations basis. Refer to Note 3: “Discontinued Operations” for further information. Furthermore, upon classification of TheFork business as discontinued operations, the Company determined that TheFork is no longer a reportable segment. The Company will continue to own and operate the TheFork business until the closing of the transaction resulting in the sale of TheFork. The Company's continuing operations now consist of two reportable segments: (1) Experiences, and (2) Hotels and Other. All prior period segment disclosure information has been recast to conform to the current reporting structure. Refer to “Note 13: Segment Information” for further information.

Intercompany transactions related to an existing commercial agreement between the Company and TheFork, expected to continue post-divesture, are presented separately between the Company's continuing and discontinued operations. These transactions were previously eliminated in the Company's unaudited condensed consolidated financial statements. The unaudited condensed consolidated statements of operations for all periods presented have been adjusted to reflect this change. This change had no impact on the Company’s total net income (loss) and did not have a material effect on its unaudited condensed consolidated financial statements.

At the closing of the transaction, the Company will enter into a Transition Services Agreement (“TSA”) with American Express Travel to provide certain transition services and access to services available through the Company's existing licensing agreements for a defined period in order to facilitate the transition. The services to be provided by the Company under the TSA are considered usual and customary and include finance, information technology, human resources and certain other administrative services.

Risks and Uncertainties

The U.S. and other countries have seen increased economic uncertainty (including with respect to tariffs, the threat of tariffs and changes in trade policies), market volatility, elevated levels of inflation and fluctuating discretionary spending patterns by consumers, all of which may impact our business. If macroeconomic conditions deteriorate, consumer demand and spending may decline, we may not be able to pass on increased costs to our customers and any inability to navigate the macroeconomic environment could harm our business, results of operations and financial condition.

Natural disasters, public health-related events, political instability, geopolitical conflicts, including the evolving events in the Middle East, Iran, and between Ukraine and Russia, acts of terrorism, fluctuations in currency values, and changes in global economic conditions and/or legislation and regulation are examples of other events that could have a negative impact on the travel industry, and as a result, our financial results.

There are risks and uncertainties associated with our ability to complete the pending sale of TheFork, including the satisfaction of closing conditions (such as obtaining required regulatory and antitrust clearance); unexpected complexities or costs relating to segregating shared systems and operations; and other potential unforeseen costs or tax consequences related to the divestiture.

Refer to “Note 2: Significant Accounting Policies” under “Certain Risks and Concentrations” in the notes to the consolidated financial statements in Item 8 of our 2025 Annual Report for further discussion of additional risks, such as credit risk and concentration risk with customers.

Accounting Estimates

We use estimates and assumptions in the preparation of our unaudited condensed consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our unaudited condensed consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our unaudited condensed consolidated financial statements are within accounting for income taxes. Refer to “Note 8: Income Taxes” for information regarding our significant income tax estimates.

Seasonality

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.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

There have been no material changes to our accounting policies since December 31, 2025, as described under “Note 2: Significant Accounting Policies”, in the notes to consolidated financial statements in Item 8 of our 2025 Annual Report.

Recently Adopted Accounting Pronouncement

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued new accounting guidance that clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This guidance is effective for the 2026 annual period, including the interim reporting periods within. We adopted this guidance in the first quarter of 2026 and the adoption did not have a material impact on our unaudited condensed consolidated financial statements or related disclosures.

In July 2025, the FASB issued new accounting guidance that provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets accounted for under ASC 606, Revenue from Contracts with Customers. This guidance is effective for the 2026 annual period, including the interim reporting periods within. We adopted this guidance in the first quarter of 2026 prospectively and the adoption did not have a material impact on our unaudited condensed consolidated financial statements or related disclosures.

New Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued new accounting guidance expanding disclosure requirements related to certain income statement expenses. The guidance requires tabular footnote disclosure of certain operating expenses disaggregated into categories, such as employee compensation, depreciation, and intangible asset amortization, included within each interim and annual income statement's expense caption, as applicable. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively.

In September 2025, the FASB issued new accounting guidance that modernizes the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. This guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted.

In December 2025, the FASB issued new accounting guidance, which clarifies the guidance in ASC 270, Interim Reporting, to improve the consistency of interim financial reporting. The guidance provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted.

We are currently considering the timing of adoption and are in the process of evaluating the impact of adopting these newly issued accounting rules on the Company's consolidated financial statements and related disclosures.

NOTE 3: DISCONTINUED OPERATIONS

The operating results of the discontinued operations only reflect revenues and expenses that are directly attributable to TheFork business that are no longer included in continuing operations. Certain shared costs, primarily personnel costs, previously allocated to the TheFork reportable segment, do not qualify for discontinued operations accounting classification and are reported within continuing operations for all periods presented (or “stranded costs”). These costs are included in general and administrative expenses on our unaudited condensed consolidated statements of operations, and are $1.0 million and $2.2 million for the three and six months ended June 30, 2026, respectively, and $1.0 million and $1.8 million for the three and six months ended June 30, 2025, respectively.

The table below details the major classes of line items constituting net income from discontinued operations, net of income taxes in the unaudited condensed consolidated statements of operations:

(1) Beginning in June 2026, the Company ceased recognition of depreciation and amortization of TheFork's long-lived assets upon determination it met held for sale criteria under GAAP.

The table below details the major classes of TheFork assets and liabilities held for sale, which are summarized separately in the Unaudited Condensed Consolidated Balance Sheets:

(1) Theassets and liabilities held for sale from discontinued operations are classified as current on the June 30, 2026 unaudited condensed consolidated balance sheet because the transaction is expected to close within one year of the balance sheet date. As of December 31, 2025, held for sale classification for TheFork did not exist, thereforeits assets and liabilities retain original current and noncurrent classification. In addition, as of June 30, 2026, an accumulated other comprehensive loss of$19.0 million was excluded from the table above which will be netted from the gain on the sale of TheFork upon the closing of the transaction.

(2)Beginning in June 2026, the Company ceased recognition of depreciation and amortization of TheFork's long-lived assets upon determination it met held for sale criteria under GAAP.

(3) TheFork holds collateralized notes ("Notes Receivable") issued by a privately held company with a total principal amount of $20.0 million, classified as held-to-maturity, as TheFork has concluded it has the positive intent and ability to hold the notes until maturity, with 50% due June 2028 and the remaining 50% due June 2030, or the date on which there is a change in control, whichever is earlier. As of both June 30, 2026 and December 31, 2025, the carrying value of the Notes Receivable was$9.2 million, net of accumulated allowance for credit losses.

The following table presents significant cash flow items from discontinued operations included within the unaudited condensed consolidated statements of cash flows:

NOTE 4: REVENUE RECOGNITION

There have been no material changes to our principal revenue streams, revenue recognition policies, performance obligations, description of and timing of services, or customer payment terms since December 31, 2025, as described under “Note 2: Significant Accounting Policies” in the notes to consolidated financial statements in Item 8 of our 2025 Annual Report. There was no significant revenue recognized in the three and six months ended June 30, 2026 and 2025, related to performance obligations satisfied in prior periods. We have applied a practical expedient and do not disclose the value of unsatisfied performance obligations that have an original expected duration of less than one year. The Company expects to complete its performance obligations within one year from the initial transaction date. The value related to our remaining or partially satisfied performance obligations relates to subscription services that are satisfied over time or services that are recognized at a point in time, but not yet achieved.

Disaggregation of Revenue

We disaggregate revenue from contracts with customers into major products/revenue sources. We have determined that disaggregating revenue into these categories achieves the disclosure objective under GAAP, which is to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. As noted in “Note 1: Basis of Presentation”, under the section titled “Pending Sale of TheFork”, and “Note 13: Segment Information”, our business consists of two reportable segments – (1) Experiences and (2) Hotels and Other. A reconciliation of disaggregated revenue to segment revenue is included below:

(1)

Our revenue is recognized primarily at a point in time for both reportable segments.

Deferred Revenue

Contract liabilities generally include payments received in advance of performance under the contract and are realized as revenue as the performance obligation to the customer is satisfied, which we present as deferred revenue on our consolidated balance sheet, including amounts that are refundable. As of January 1, 2026, we had$53.3 million recorded as deferred revenue on our unaudited condensed consolidated balance sheet, of which $9.3 million and$42.5 million was recognized as revenue during the three andsix months ended June 30, 2026, respectively. During the three and six months ended June 30, 2026, refunds due to cancellations by travelers were $1.0 million and $4.6 million, respectively. As of January 1, 2025, we had$46.8 million recorded as deferred revenue on our unaudited condensed consolidated balance sheet, of which $8.4 million and $37.0 million was recognized as revenue during the three and six months ended June 30, 2025, respectively. During the three months ended June 30, 2025, refunds due to cancellations by travelers was not material, while this amount was $3.2 million during the six months ended June 30, 2025. The difference between the opening and closing balances of our deferred revenue primarily results from the timing differences between when we receive customer payments and the time in which we satisfy our performance obligations.

NOTE 5: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels:

Level 1—Valuations are based on quoted market prices for identical assets and liabilities in active markets.

Level 2—Valuations are based on observable inputs other than quoted market prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3—Valuations are based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

Cash, Cash Equivalents and Marketable Securities

As of June 30, 2026 and December 31, 2025, we had $843.2 million and$978.0 million of cash and cash equivalents, respectively, which consisted ofavailable on demand bank deposits and time deposits, as well as money market funds, with maturities of three months or less at the date of purchase, in each case, with major global financial institutions. We hadno outstanding investments classified as either short-term or long-term marketable securities as of June 30, 2026 or December 31, 2025, and there were no purchases or sales of any marketable securities during and for the three and six months ended June 30, 2026 and 2025.

The following table shows our cash and cash equivalents that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy, as well as their classification on our unaudited condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025:

(1)

We did not have any unrealized gains and losses related to our cash equivalents.

We generally classify cash equivalents and marketable securities, if any, within Level 1 and Level 2 as we value these financial instruments using quoted market prices (Level 1) or alternative pricing sources (Level 2). The valuation technique we use to measure the fair value of money market funds is derived from quoted prices in active markets for identical assets or liabilities. Fair values for Level 2 investments are considered “Level 2” valuations because they are obtained from independent pricing sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets. Our procedures include controls to ensure that appropriate fair values are recorded, including comparing the fair values obtained from our independent pricing services against fair values obtained from another independent source.

Other Financial Assets and Liabilities

As of June 30, 2026 and December 31, 2025, financial instruments not measured at fair value on a recurring basis, including accounts payable, accrued expenses and other current liabilities, and deferred merchant payables, were carried at cost on our unaudited condensed consolidated balance sheets, which approximates their fair values because of the short-term nature of these items. Accounts receivable, including contract assets as described below, as well as certain other financial assets, are measured at amortized cost and are carried at cost less an allowance for expected credit losses on our unaudited condensed consolidated balance sheets to present the net amount expected to be collected.

Accounts Receivable, net

The following table provides information about the opening and closing balances of accounts receivable, including contract assets, net of allowance for expected credit losses, from contracts with customers as of the dates presented:

The difference between the opening and closing balances of our contract assets primarily results from the timing difference between when we satisfy our performance obligations and the time when the principal completes the service in the transaction. There were no significant changes in contract assets during the periods ended June 30, 2026 and December 31, 2025 related to business combinations, impairments, cumulative catch-ups or other material adjustments.

Fair Value of Debt

The following table shows the aggregate principal and fair value amount of the 2026 Senior Notes and Term Loan B Facility as of the dates presented, classified as short-term and long-term debt on our unaudited condensed consolidated balance sheets and are considered Level 2 fair value measurements. Refer to “Note 7: Debt” for additional information.

(1)

We estimate the fair value of the 2026 Senior Notes and Term Loan B Facility based on recently reported market transactions and/or prices for identical or similar financial instruments obtained from a third-party pricing source.

The Company didnot have any assets or liabilities measured at fair value on a recurring basis using Level 3 unobservable inputs as of June 30, 2026 and December 31, 2025.

Assets Measured at Fair Value on a Non-recurring Basis

Non-Marketable Investments

Equity Securities Accounted for under the Equity Method

The Company owns a 40% equity investment in Chelsea Investment Holding Company PTE Ltd., which is majority owned by Ctrip Investment Holding Ltd, a majority-owned subsidiary of Trip.com Group Limited. The Company accounts for this minority investment under the equity method, given it has the ability to exercise significant influence, but not control, over the investee. The carrying value of this minority investment was$25.2 million and$25.9 million as of June 30, 2026 and December 31, 2025, respectively, and is included in non-marketable investments on our unaudited condensed consolidated balance sheets. During both the three and six months ended June 30, 2026, as well as the three and six months ended June 30, 2025, our share of the investee’s net loss in other income (expenses), net within the unaudited condensed consolidated statements of operations was not material. The Company evaluates this investment for impairment when factors indicate that a decline in the value of its investment has occurred and the carrying amount of its investment may not be recoverable. An impairment loss, based on the excess of the carrying value over the estimated fair value of the investment based on Level 3 inputs, is recognized in earnings when an impairment is deemed to be other than temporary. During the three and six months ended June 30, 2026 and 2025, we didnot record any impairment loss on this equity investment.

The Company maintains various commercial agreements with Chelsea Investment Holding Company PTE Ltd. and/or its subsidiaries. Transactions under these agreements are considered related party transactions, and were not material during the three and six months ended June 30, 2026 and 2025.

Other non-financial assets, such as property and equipment, goodwill, intangible assets, and operating lease right-of-use assets are adjusted to fair value when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements, if necessary, are based predominately on Level 3 inputs.

NOTE 6: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following as of the dates presented:

(1)

Amounts are primarily related to digital service taxes.

(2)

During the year ended December 31, 2025, pursuant to provisions allowable under the Inflation Reduction Act, the Company purchased alternative energy federal tax credits from an unrelated third party, which were paid during the first quarter of 2026.

(3)

During the fourth quarter of 2025, the Company approved and subsequently initiateda 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 $6.9 million during the six months ended June 30, 2026, which consisted of employee severance and related benefits, primarily in our Hotels and Other segment. We expect the majority of unpaid costs as of June 30, 2026 to be disbursed during the second half of 2026.

The following table summarizes our restructuring and other related reorganization costs for the six months ended June 30, 2026:

NOTE 7: DEBT

The Company’s outstanding debt consisted of the following as of the dates presented:

Amended Credit Agreement and Credit Facility

We are party to the Amended Credit Agreement with a group of lenders which, among other things, provides for a $500.0 million secured revolving credit facility (the “Credit Facility”). The Credit Facility has a maturity date of June 29, 2028. As of June 30, 2026 and December 31, 2025, we hadno outstanding borrowings from the Credit Facility and $3.6 million of issued undrawn standby letters of credit. For the three and six months ended June 30, 2026 and 2025, total interest expense and commitment fees on our Credit Facility were not material.

Term Loan B Facility

On July 8, 2024, under the Amended Credit Agreement, the Company issued a $500.0 million Term Loan B Facility maturing July 8, 2031, with an interest rate based on secured overnight financing rate(“SOFR”)plus 2.75%. On March 20, 2025, under the Amended Credit Agreement, the Company increased its existing Term Loan B Facility in the amount of $350.0 million, also maturing July 8, 2031, with an interest rate based on SOFR plus 2.75% (the“Tack-On Incremental Term Loan B Facility”). The Tack-On Incremental Term Loan B Facility was offered at 98.56% of par. The proceeds from the Tack-On Incremental Term Loan B Facility was used to repay the Company's 2026 Senior Notes. We refer to the original Term Loan B Facility, combined with the Tack-On Incremental Term Loan B Facility, as the “Term Loan B Facility.”

As of June 30, 2026, the interest rate on the Term Loan B Facility was 6.39% and, for the three and six months ended June 30, 2026 the weighted-average interest rate on the Term Loan B Facility was 6.40% and 6.42%, respectively. As of June 30, 2025, the interest rate on the Term Loan B Facility was 7.08% and, for the three and six months ended June 30, 2025 the weighted-average interest rate on the Term Loan B Facility was 7.05% and 7.06%, respectively. Principal payments of $4.3 million were made during both the six months ended June 30, 2026 and 2025. As of June 30, 2026 and December 31, 2025, unpaid interest on the Term Loan B Facility was not material. During the three and six months ended June 30, 2026, we recorded$13.5 million and$27.1 million of interest expense, respectively, while during the three and six months ended June 30, 2025, we recorded$15.1 million and$24.7 million of interest expense, respectively, on our unaudited condensed consolidated statements of operations.

2026 Senior Notes

On April 1, 2026, upon maturity, the Company repaid the $345.0 million aggregate principal amount of the 2026 Senior Notes, including accrued interest of $0.4 million, funded by cash on hand. As a result of this transaction, the Company has no further obligations under the indenture governing the 2026 Senior Notes, and the related security interest and liens have been released.

During the three and six months ended June 30, 2025, our effective interest rate, including debt issuance costs, was 0.32%, respectively, and total interest expense incurred from the 2026 Senior Notes was not material in any period. As of December 31, 2025, unpaid interest on the 2026 Senior Notes was also not material.

Capped Call Transactions

In connection with the issuance of the 2026 Senior Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers of the 2026 Senior Notes and/or their respective affiliates and/or other financial institutions at a cost of $34.7 million.

In connection with the maturity and repayment of the 2026 Senior Notes on April 1, 2026, as discussed above, the Capped Calls expired unexercised.

Refer to “Note 8: Debt” in the notes to the audited consolidated financial statements in Item 8 of our 2025 Annual Report, for additional information pertaining to redemption, conversion, repurchase features and other information regarding the Amended Credit Agreement, the Credit Facility, the Term Loan B Facility, 2026 Senior Notes and Capped Calls.

NOTE 8: INCOME TAXES

Each interim period is considered an integral part of the annual period; accordingly, we measure our income tax expense from continuing operations using an estimated annual effective tax rate. An enterprise is required, at the end of each interim reporting period, to make its best estimate of the annual effective tax rate for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis, as adjusted for discrete taxable events that occur during the interim period.

Our income tax provision from continuing operations was $5.3 million and $6.5 million for the three and six months ended June 30, 2026, respectively, and our income tax provision from continuing operations was $8.4 million and $0.6 million forthe three and sixmonths ended June 30, 2025, respectively. The change in our income tax provision from continuing operations during the three months ended June 30, 2026, when compared to the same period in 2025, was primarily due to the 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 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.

Our effective tax rate for the three and six months ended June 30, 2026 differs from the U.S. federal statutory rate of 21.0%, primarily due to the benefit of foreign-derived deduction eligible income and the tax effects of stock-based compensation.

Our accounting policy is to recognize accrued interest and penalties related to unrecognized tax benefits and income tax liabilities as part of our income tax expense. As of June 30, 2026, we had an accrued interest liability of $25.9 million, which was included in unrecognized tax benefits in other long-term liabilities on our unaudited condensed consolidated balance sheet, andno penalties were accrued.

We are currently under examination by the Internal Revenue Service (“IRS”) for the 2018 tax year and have various ongoing audits for foreign and state income tax returns. These examinations may lead to proposed or ordinary course adjustments to our taxes. We are no longer subject to tax examinations by tax authorities for years prior to 2018. As of June 30, 2026, no material assessments have resulted, except as noted below regarding our 2012 through 2016 HM Revenue & Customs (“HMRC”) audit.

In January 2021, we received from HMRC an issue closure notice relating to adjustments for 2012 through 2016 tax years. These proposed adjustments are related todeductions for intercompany financing and would result in an increase to income tax expense in an estimated range of $20.0 million to $30.0 million, which is inclusive of transition tax benefits and exclusive of interest expense, at the close of the audit if HMRC prevails. We disagree with the proposed adjustments, and we intend to defend our position through applicable administrative and, if necessary, judicial remedies. We are also currently subject to audit by HMRC in tax years 2017 through 2023. If HMRC were to seek adjustments of a similar nature through a closure notice for transactions in these years, we could be subject to significant additional tax liabilities. Our policy is to review and update tax reserves as facts and circumstances change.

NOTE 9: COMMITMENTS AND CONTINGENCIES

As of June 30, 2026, there have been no material changes to our commitments and contingencies since December 31, 2025, except as discussed below. Refer to “Note 13: Commitments and Contingencies,” in the notes to our consolidated financial statements in Item 8 of our 2025 Annual Report.

As noted in “Note 1: Basis of Presentation”, under the section titled “Pending Sale of TheFork”, on June 14, 2026, the Company, entered into a put option agreement with American Express Travel to sell TheFork, for $700.0 million in cash, subject to certain adjustments. Following the completion of the required consultation process with the French Works Council on July 30, 2026, the Company exercised the put option and, on August 2, 2026, entered into a definitive Equity Purchase Agreement with American Express Travel to sell TheFork. The sale of TheFork is currently expected to be completed by the end of 2026. Refer to “Note 1: Basis of Presentation”, under the section titled “Pending Sale of TheFork”, for further information.

In the ordinary course of business, we are party to legal, regulatory and administrative matters, including threats thereof, arising out of, or in connection with our operations. These matters may involve claims involving, but not limited to, intellectual property rights (including privacy rights), tax matters (including value-added, excise, digital services, sales and use, transient occupancy and accommodation taxes), regulatory compliance (including competition, consumer protection matters, data privacy and cybersecurity matters), contractual claims (including related to our material agreements or other contracts), defamation and reputational claims, personal injury claims, labor and employment matters and commercial disputes. Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure. We record the estimated loss in our consolidated statement of operations when (i) it is probable that an asset has been impaired or a liability has been incurred; and (ii) the amount of the loss can be reasonably estimated and is material. We provide disclosures in the notes to the consolidated financial statements for loss contingencies that do not meet both of these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the consolidated financial statements. We base accruals on the best information available at the time, which can be highly subjective. Although occasional adverse decisions or settlements may occur, we do not believe that the final disposition of any of these matters will have a material adverse effect on our business, except for certain known income tax matters discussed in “Note 8: Income Taxes.” However, the final outcome of these matters could vary significantly from our estimates. Finally, there may be claims or actions pending or threatened against us of which we are currently not aware and the ultimate disposition of which could have a material adverse effect on us. All legal fees incurred by the Company related to any regulatory and legal matters are expensed in the period incurred.

We are under audit by the IRS and various other domestic and foreign tax authorities with regards to income tax matters. We have reserved for potential losses that may result from examinations by, or any negotiated agreements with, these tax authorities. Although we believe our tax estimates are reasonable, the final determination of audits could be materially different from our historical tax provisions and accruals. The results of an audit could have a material effect on our financial position, results of operations, or cash flows in the period for which that determination is made. Refer to “Note 8: Income Taxes” for further information on potential contingencies pertaining to ongoing income tax audits.

NOTE 10: STOCK-BASED AWARDS

2026 Stock Option Activity

A summary of stock option activity, consisting of service-based non-qualified stock options, is presented below:

2026 Restricted Stock Units (“RSUs”) Activity

A summary of RSUs activity (including deferred stock units (“DSUs”) and restricted stock awards (“RSAs”)), consisting of service-based vesting terms, is presented below:

(1)

Inclusive of approximately 89,000 DSUs and 36,000 RSAs granted to certain non-employee directors during the second quarter of 2026. Each DSU represents the right to receive one share of the Company’s common stock upon vesting. The DSUs shall vest one year after the grant date. However, settlement of the shares represented by DSUs that vest will occur on January 15th of the calendar year immediately following the year in which the director experiences a "separation of service" as defined in Section 409A of the Internal Revenue Code of 1986. Each RSA represents an award of one share of the Company’s common stock subject to a one-year service-based vesting condition. Prior to vesting, the director is entitled to receive dividends, which are accrued, but forfeitable, and paid only upon vesting of the underlying award.

(2)

Inclusive of approximately 670,000 shares of common stock withheld in connection with RSUs vesting to satisfy required employee tax withholding requirements. Shares which could have been issued in connection with the vesting of RSUs but were instead withheld under net share settlement remain in the authorized but unissued pool under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan (the “2023 Plan”) and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statement of cash flows.

A summary of performance-based RSUs (“PSUs”) and market-based RSUs (“MSUs”) activity is presented below:

(1)

PSUs generally vest in two equal annual installments on December 31 in the first and second years following the grant date, based on the extent to which the Company achieves certain financial metrics relative to targets established by the Company’s Compensation and Section 16 Committees of its Board of Directors (jointly, the “Compensation Committee”). The estimated grant-date fair value of PSUs is measured based on the quoted price of our common stock at the date of grant, calculated upon the establishment of performance targets, and amortized over the requisite service period. Based upon actual attainment relative to the target financial metrics, employees have the ability to receive up to 200% of the target number originally granted, or to be issued none at all. Probable outcome for performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications, if any.

(2)

Inclusive of approximately 37,000 shares of common stock withheld in connection with PSUs vesting to satisfy required employee tax withholding requirements. Shares which could have been issued in connection with the vesting of PSUs but were instead withheld under net share settlement remain in the authorized but unissued pool under the 2023 Plan and can be reissued by the Company under the 2023 Plan. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statement of cash flows.

(3)

MSUs cancellations reflect market-based performance targets not being attained by the end of the performance period.

The total aggregate fair value of RSUs and PSUs which vested during the six months ended June 30, 2026 was$57.4 million. As of June 30, 2026, total unrecognized compensation cost related to stock-based awards, substantially RSUs (including PSUs), was$155.8 million, comprised of $135.5 million from continuing operations, which the Company expects to recognize over a weighted-average period of 2.4 years, and $20.3 million from discontinued operations.

NOTE 11: STOCKHOLDERS’ EQUITY

Repurchases of Treasury Shares

On September 7, 2023, our Board of Directors authorized the repurchase of $250.0 million in shares of our common stock under a share repurchase program. During the three and six months ended June 30, 2026, the Company didnot repurchase any shares of outstanding common stock under the share repurchase program. As of June 30, 2026, the Company had $110.0 million remaining available to repurchase shares of its common stock under this share repurchase program. During the three and six months ended June 30, 2025, approximately 2.8 million shares of the Company's outstanding common stock were repurchased under the share repurchase program at an average price of $14.22 per share, exclusive of fees and commissions, or $40 million in the aggregate. For the three and six months ended June 30, 2025, any excise tax incurred for repurchases made under the share repurchase program was not material.

In addition, and in a separate transaction, as noted in “Note 1: Basis of Presentation”, under the section titled “LTRIP and Tripadvisor Merger Agreement and Loan Agreement”, on April 29, 2025, the Company repurchased approximately 26.8 million shares of Tripadvisor common stock and Class B common stock previously held by LTRIP in the Merger at an average price of approximately $16.27 per share, or $436.5 million in the aggregate, inclusive of transaction costs related to the repurchase of these shares. Refer to “Note 1: Organization and Business Description”, in the notes to the consolidated financial statements in Item 8 of our 2025 Annual Report for further discussion of the Merger transaction.

Retirement of Treasury Shares

On April 29, 2025, the Company’s Board of Directors approved the retirement of all common stock and Class B common stock held as treasury stock by the Company, thereby canceling approximately 53.1 million shares of the Company's common stock, with a carrying value of approximately $1.3 billion. The retirement of these shares resulted in a reduction in both the carrying value of treasury stock and additional paid-in capital of approximately $1.3 billion on our unaudited condensed consolidated balance sheet. There was no net effect to the Company’s total stockholders’ equity balance on its unaudited condensed consolidated balance sheet due to the retirement of these shares.

NOTE 12: EARNINGS PER SHARE (EPS)

Below is a reconciliation of the weighted average number of shares of common stock outstanding used in calculating Basic and Diluted EPS for the periods presented:

Potential common shares, consisting of outstanding stock options, RSUs (including PSUs, MSUs, DSUs, and RSAs), and those issuable under the 2026 Senior Notes, totaling approximately 8.0 million shares and 15.6 million shares for the three and six months ended June 30, 2026, respectively, and approximately 15.1 million shares and 12.2 million shares for the three and six months ended June 30, 2025, respectively, have been excluded from the Diluted EPS calculation because their effect would have been antidilutive. In addition, potential common shares from certain performance-based awards of approximately 1.7 million shares for both the three and six months ended June 30, 2026, respectively, and approximately 2.0 million shares for both the three and six months ended June 30, 2025, respectively, for which all targets required to trigger vesting had not been achieved, were also excluded from the calculation of weighted average shares used to compute Diluted EPS.

NOTE 13: SEGMENT INFORMATION

TheFork was designated a discontinued operation during the second quarter of 2026, as discussed in “Note 3: Discontinued Operations”, and as a result, the Company determined that TheFork is no longer a reportable segment. The Company's continuing operations now consists oftwo reportable segments:(1) Experiences and (2) Hotels and Other. All prior period segment disclosure information has been recast to conform to the current reporting structure. The nature of the services provided and revenue sources by product, are summarized by reportable segment in “Note 4: Revenue Recognition”.

Our operating segments are determined based on how ourchief executive officer, who also serves as our chief operating decision maker (“CODM”) manages our business, regularly accesses information, and evaluates performance for operating decision-making purposes, including allocation of operating and capital resources. Adjusted EBITDA is our reported measure of segment profit and a key measure used by our CODM and Board of Directors to understand and evaluate the operating performance of our business as a whole and for our individual operating segments, and on which internal budgets and forecasts are based and approved. We define adjusted EBITDA as net income (loss) from continuing operations plus: (1) (provision) benefit for income taxes; (2) other income (expense), 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.

Stranded costs, which consist of certain shared personnel and insurance costs, previously allocated to the TheFork reportable segment that do not qualify for discontinued operations accounting classification, are reported within continuing operations for all periods presented. As a result, effective the second quarter of 2026, we changed our corporate overhead allocation methodology to re-allocate these stranded costs among the remaining operating segments included within continuing operations. Our segment presentation for the three and six months ended June 30, 2025 has been restated to reflect the re-allocation of these costs. Stranded costs of $1.0 million and $2.2 million for the three and six months ended June 30, 2026, respectively, and $1.0 million and $1.8 million for the three and six months ended June 30, 2025, respectively, have been included within segment profits for continuing operations and re-allocated among Experiences and Hotels and Other.

The following tables present our reportable segment information for the three andsix months ended June 30, 2026 and 2025 and include a reconciliation of Adjusted EBITDA to Net income (loss) from continuing operations. In addition, we do not report total assets, capital expenditures and related depreciation expense by segment as our CODM does not use this information to evaluate operating segment performance. Accordingly, we do not regularly provide such information by segment to our CODM. Intersegment revenue and expenses are not material for all periods presented.

(1)

Includes certain shared costs, primarily personnel costs, allocated from the Hotels and Other segmentof $4.3 million and $9.2 millionfor the three and six months ended June 30, 2026, respectively, and$3.3 million and $6.5 millionfor the three and six months ended June 30, 2025, respectively. These costs include stranded costs of $0.4 million and $0.9 millionfor the three and six months ended June 30, 2026, respectively, and$0.3 million and $0.5 millionfor the three and six months ended June 30, 2025, respectively.

(2)

The Hotels and Other segment includes stranded costs of $0.6 million and $1.3 millionfor the three and six months ended June 30, 2026, respectively, and$0.7 million and $1.3 millionfor the three and six months ended June 30, 2025, respectively.

(3)

The significant segment expense categories and amounts align with the segment-level information that is regularly provided to our CODM.

(4)

Exclusive of $1.2 million and $0.8 million benefits in the Experiences and Hotels and Other segments, respectively, which are included separately below in legal reserves, settlements and other.

(5)

Exclusive of $1.1 million and $0.3 million costs in the Experiences and Hotels and Other segment, respectively, which is included separately below in legal reserves, settlements and other and transaction related expenses.

(6)

Refer to “Note 6: Accrued Expenses and Other Current Liabilities” for information regarding restructuring and other related reorganization costs.

(7)

This amount includes a refund of $2.0 million realized during the second quarter of 2026, resulting from the repeal of enacted tax legislation in Canada during 2026 related to digital service taxes, reflected in cost of sales on our unaudited condensed consolidated statement of operations. In addition, during the second quarter of 2026, the Company recorded a legal contingency accrual of $1.1 million, reflected in general and administrative expenses on our unaudited condensed consolidated statement of operations.

(8)

Exclusive of $4.6 million in the Hotels and Other segment which is included separately below in legal reserves, settlements and other.

(9)

Represents a decrease of $4.6 million to a previously estimated accrual for the settlement of a regulatory related matter during the second quarter of 2025, reflected in general and administrative expenses on our unaudited condensed consolidated statement of operations.

(10)

The Company expensed certain costs related to shareholder activism of $3.3 million, and other transaction related costs of $0.2 million, to general and administrative expenses on our unaudited condensed consolidated statements of operations.

(11)

Represents a recovery of $4.8 million related to an external fraud incident, which occurred during the fourth quarter of 2022. The Company reduced Adjusted EBITDA by this recovery amount during the first quarter of 2026, which was recorded to general and administrative expenses on the unaudited condensed consolidated statement of operations. The Company considers such recovery to be non-recurring in nature.

Product Information

Revenue sources within our Experiences segment and Hotels and Other segment, consisting of Hotels revenue, Media and advertising revenue, and Other revenue, comprise our products. Refer to “Note 4: Revenue Recognition” for our revenue by product.