TripAdvisor, Inc.

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. 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.

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 potential benefits of the completed sale of TheFork, possible uses of the net proceeds and the provision of services under the Transition Services Agreement, including the duration of those services. 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. Risks associated with the completed divestiture include that the parties may not realize the potential benefits in the near term or at all; liabilities or tax consequences related to the divestiture that are not known, probable or estimable at this time; difficulties or unexpected costs relating to segregating the technology and data platforms of TheFork from retained operations; disruption of management time away from core operations; and risks related to operating without TheFork. 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

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.

Current wording

We offer travelers the ability to search, discover, book, and review experiences, hotels, and restaurants seamlessly through our primary consumer-facing brands: Viator, our two-sided marketplace for experiences and Tripadvisor, our travel planning and guidance platform. Tripadvisor offers authentic traveler-submitted reviews and content, travel planning tools and related technology to instill confidence for travelers in every part of their travel journey.

Previous 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.”

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 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. On August 1, 2026, the Company delivered notice of exercise of the put option agreement, and on November 1, 2026 the Company consummated the sale of TheFork. Refer to the section below titled “Sale of TheFork” for further discussion.

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.

Current wording

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 and third party points-of-sale for experiences. Viator's global online marketplace merchandises 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, 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.

Previous 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.

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 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 continue to see our media-based and click-based advertising offerings become a smaller share of our overall revenue and profit mix, as has been the trend during the first nine months of 2026.

Previous wording

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 reservation and management platform in Europe, for $700.0 million in cash, subject to certain adjustments. 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 sale of TheFork is currently expected to be completed by the end of 2026, subject to customary closing conditions, including required regulatory approvals.

Current wording

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”) to sell the legal entities comprising the Company's online restaurant reservation and management platform in Europe known as “TheFork” (the “Business”) for $700.0 million in cash, subject to certain adjustments. 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 to sell TheFork. On November 1, 2026, the Company consummated the sale of the Business to

Previous wording

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. Unless otherwise noted, all amounts, percentages, and any discussions below reflect only the results of operations and financial condition of our continuing operations. Furthermore, upon designation of TheFork business as a discontinued operation, 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 3: “Discontinued Operations” 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.

Current wording

Upon execution of the Put Option Agreement, the assets and liabilities of TheFork business met the accounting requirements to be classified as held for sale. In addition, the accounting requirements for reporting 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. Unless otherwise noted, all amounts, percentages, and any discussions below reflect only the results of operations and financial condition of our continuing operations. Furthermore, upon designation of TheFork business as a discontinued operation, the Company determined that TheFork was no longer a reportable segment. The Company continued to own and operate 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 3: “Discontinued Operations” and “Note 14: Segment Information” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

Previous 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.

Current wording

During 2026, specifically beginning in late February and throughout March, the conflict in the Middle East, severe flooding in Hawaii and civil unrest in Mexico, two key destination markets, as well as extreme weather-related events and travel conditions throughout May and June within Europe and the U.S., 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, during 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 2026 in the Experiences segment. We also estimate that any ongoing geopolitical tensions and conflicts, including evolving events in the Middle East and eastern Europe, may continue to have an impact on the travel industry and, as a result, continue to impact our financial results in the fourth quarter of 2026.

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 $3.9 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.

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 $0.9 million and $7.8 million during the three and nine months ended September 30, 2026, respectively, which consisted of employee severance and related benefits, primarily in our Hotels and Other segment. These initiatives are intended to better align the Company's organizational structure and resources with its strategic priorities, including continued investment in Experiences and the optimization of its legacy offerings.

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 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.

Current wording

During the fourth quarter of 2024, the Company approved and subsequently initiated a set of actions across its business 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 the three and nine months ended September 30, 2025, the Company incurred pre-tax restructuring and other related reorganization costs of $0.3 million and $9.6 million, respectively, which consisted of employee severance and related benefits, primarily in our Hotels and Other segment.

Previous 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.

Current wording

As of September 30, 2026, the Company had approximately 2,455 employees, of which approximately 870 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 critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our “Critical Accounting Policies and Estimates” in Part II, Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2025 Annual Report.

Current wording

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our “Critical Accounting Policies and Estimates” in Part II, Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2025 Annual Report, except for the addition of recoverability of goodwill in our Hotels and Other reporting unit, as noted in “Note 1: Basis of Presentation”, under the section titled Accounting Estimates, in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report.

Previous wording

We define an experience booking as a single tour, activity, or attraction that can be purchased through Viator's platform for one or several travelers, prior to adjustments such as date changes, refunds, or cancellations. This metric is reported at the time the booking is made. As an example, a single experience booked in January for three travelers would be reported as one experience booking in the first quarter. We believe that the number of experience bookings, an operational measure, is a useful indicator of the scale of our marketplace. The number of experiences booked were approximately 6.5 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.

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 experiences bookings, an operational measure, is a useful indicator of the scale of our marketplace. The number of experiences booked were approximately 6.8 million and 18.9 million during the three and nine months ended September 30, 2026, respectively, an increase of approximately 2% and 6%, respectively, when compared to the same periods in 2025, primarily driven through growth on Viator and third-party points of sale, partially offset by persistent SEO-related headwinds on the Tripadvisor point of sale.

Previous 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.

Current wording

GBV reached $1.3 billion and $3.9 billion during the three and nine months ended September 30, 2026, respectively, approximately flat and an increase of approximately 5%, respectively, when compared to the same periods in 2025, primarily due to growth in the number of experience bookings as discussed above. These growth numbers were partially offset by persistent SEO-headwinds and the macro-environment related factors noted above, which negatively impacted bookings growth, and lower average bookings values across Tripadvisor points of sale and Viator, respectively, when compared to the same periods in 2025.

Previous wording

Experiences segment revenue increased by $8.1 million and $20.2 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, primarily driven by GBV growth, as discussed above. These increases were partially offset by the macro-related factors noted above, that negatively impacted bookings growth and increased cancellation rates during the first half of 2026.

Current wording

Experiences segment revenue decreased by $9.5 million during the three months ended September 30, 2026, when compared to the same period in 2025, primarily driven by persistent SEO-related headwinds on the Tripadvisor point of sale and macro-environment related factors, causing weakening demand for bookings and negatively impacting GBV growth, as well as increased cancellation rates during 2026. Experiences segment revenue increased by $10.7 million during the nine months ended September 30, 2026, when compared to the same period in 2025, primarily driven by bookings and GBV growth, as discussed above. These increases were partially offset by SEO-related headwinds on the Tripadvisor point of sale and macro-environment related factors that negatively impacted bookings growth and revenue, as well as increased cancellation rates during 2026.

Previous 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.

Current wording

Adjusted EBITDA in our Experiences segment decreased by $14.2 million and $26.4 million during the three and nine months ended September 30, 2026, respectively, when compared to the same periods in 2025, and adjusted EBITDA margin decreased by 4.4 percentage points and 3.7 percentage points during three and nine months ended September 30, 2026, respectively, when compared to the same periods in 2025. The decrease in adjusted EBITDA during the three months ended September 30, 2026, when compared to the same period in 2025, was primarily due to an increase in paid marketing costs combined with a decrease in revenue growth, as discussed above. The decrease in adjusted EBITDA during the nine months ended September 30, 2026, when compared to the same period in 2025, 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 nine months ended September 30, 2026 when compared to the same periods in 2025, was primarily due to an increase in marketing costs as a percentage of revenue, partially offset by lower personnel costs as a percentage of revenue.

Previous 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.

Current wording

Hotels and Other segment revenue decreased by $44.9 million and $125.9 million during the three and nine months ended September 30, 2026, respectively, when compared to the same periods in 2025, driven by declines across all revenue streams primarily from continued traffic acquisition headwinds in our free marketing channels, particularly SEO, as discussed further below.

Previous 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.

Current wording

Adjusted EBITDA in our Hotels and Other segment decreased by $22.5 million and $61.0 million during the three and nine months ended September 30, 2026, respectively, when compared to the same periods in 2025, while adjusted EBITDA margin decreased 6.5 percentage points and 5.1 percentage points during the three and nine months ended September 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 $22.4 million and $64.9 million during the three and nine months ended September 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 a decrease in marketing expenses as we continue to optimize for profitability. The decline in adjusted EBITDA margin during the three and nine months ended September 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, related to the continued trend of traffic acquisition headwinds, and the resulting shift from free to paid marketing channels, as well as technology costs and cost of sales as a percent of revenue.

Previous 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.

Current wording

Hotels revenue decreased by $101.3 million during the nine months ended September 30, 2026 when compared to the same period in 2025, primarily due to a decrease in hotel metasearch revenue. This decrease was driven primarily by a decline in revenue from free marketing channels, and to a lesser extent, paid marketing channels, from lower click volumes, which more than offset an increase in pricing as measured in 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.

Previous 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.

Current wording

Media and advertising revenue primarily consists of revenue from display-based advertising (or “media advertising”) across our Tripadvisor Group platform and decreased $8.3 million and $15.6 million during the three and nine months ended September 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, as well as macro-environment factors impacting advertising partner spending.

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 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.

Current wording

Other revenue includes click-based advertising and display-based advertising revenue from our cruise offering, as well as, Tripadvisor dining revenue. At the start of 2026, the Company no longer offered 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 $3.2 million and $9.0 million during the three and nine months ended September 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 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.

Current wording

Cost of sales increased $1.1 million during the three months ended September 30, 2026 when compared to the same period in 2025, primarily due to an increase in bad debt expense in Hotels and Other, partially offset by a decrease in digital service taxes. Cost of sales increased $0.5 million during the nine months ended September 30, 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, an increase in bad debt expense in Hotels and Other, and to a lesser extent, media production costs and other transactional costs related to generating revenue in Hotels and Other. These increases were partially offset by 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.

Previous 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.

Current wording

Marketing costs increased $0.6 million and $16.3 million during the three and nine months ended September 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, as well as SEO traffic acquisition headwinds in its Tripadvisor point-of-sale increasing paid online traffic acquisition costs, 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 $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.

Current wording

Personnel costs, including stock-based compensation, decreased $29.8 million and $72.9 million during the three and nine months ended September 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 values awarded to the Company's employees during 2026.

Previous wording

Technology expenses consist primarily of licensing, data center costs including cloud-based solutions, maintenance, computer supplies, telecom, and content translation and localization costs.

Current wording

Technology expenses consist primarily of licensing, including artificial intelligence (“AI”) computing costs, data center costs including cloud-based solutions, maintenance, computer supplies, telecom, and content translation and localization costs.

Previous 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.

Current wording

Technology costs increased $1.0 million and $3.1 million during the three and nine months ended September 30, 2026, respectively, when compared to the same periods in 2025. The increase in technology and content costs during the three and nine months ended September 30, 2026, when compared to the same periods in 2025, was primarily due to increased licensing fees associated with AI token spend, reflecting the Company's prioritization of this technology.

Previous 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.

Current wording

General and administrative costs increased $4.4 million during the nine months ended September 30, 2026 when compared to the same period in 2025, primarily due to decrease of $4.6 million related to the decrease of a previously estimated accrual regarding a potential settlement of a regulatory related matter during the second quarter of 2025, which did not reoccur during 2026, as well as, $4.1 million of transaction related expenses, primarily shareholder activism costs during the first quarter of 2026, and an increase of legal contingency reserve. 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

As discussed above, the results of TheFork business has been reclassified to discontinued operations for all periods presented. Stranded costs, which are certain shared costs, primarily personnel costs, previously allocated to the TheFork reportable segment that do not qualify for discontinued operations accounting classification and are reported within continuing operations for all periods presented. These costs included in general and administrative expenses totaled $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.

Current wording

As discussed above, the results of TheFork business has been reclassified to discontinued operations for all periods presented. Stranded costs, which are certain shared costs, primarily personnel costs, previously allocated to TheFork reportable segment that do not qualify for discontinued operations accounting classification and are reported within continuing operations for all periods presented. These costs included in general and administrative expenses totaled $0.9 million and $3.1 million for the three and nine months ended September 30, 2026, respectively, and $0.9 million and $2.7 million for the three and nine months ended September 30, 2025, respectively.

Previous 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.

Current wording

Depreciation and amortization increased $0.2 million and $3.0 million during the three and nine months ended September 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 $3.9 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.

Current wording

The Company incurred pre-tax restructuring and other related reorganization costs of $0.9 million and $7.8 million during the three and nine months ended September 30, 2026, respectively, as discussed in “Recent Developments” above. Refer to “Note 7: Accrued Expenses and Other Current Liabilities” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information regarding restructuring and other related reorganization costs.

Previous 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.

Current wording

Interest expense decreased $2.2 million and $0.4 million during the three and nine months ended September 30, 2026, respectively, when compared to the same periods in 2025, primarily due to a decrease in interest rates. The majority of interest expense reported for all periods presented was related to the Term Loan B Facility. Refer to “Note 8: 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 $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.

Current wording

Interest income decreased $4.5 million and $11.5 million during the three and nine months ended September 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 and third quarters of 2026 as a result of the repayment of the 2026 Senior Notes on April 1, 2026. Refer to “Note 8: 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 $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.

Current wording

Other income, net, increased $0.3 million and $10.8 million during the three and nine months ended September 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

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.

Current wording

Our effective tax rate for the three and nine months ended September 30, 2026 differs from the U.S. federal statutory rate of 21%, primarily due to a $31.6 million deferred tax benefit recognized in association with the goodwill impairment charge related to the Hotels and Other segment recorded during the third quarter of 2026, partially offset by the tax effects of stock-based compensation.

Previous 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.

Current wording

The change in our income tax provision during the three and nine months ended September 30, 2026, when compared to the same periods in 2025, was primarily due a $31.6 million deferred tax benefit recognized in association with the goodwill impairment charge related to the Hotels and Other segment recorded during the third quarter of 2026. Refer to “Note 9: Income Taxes” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

Previous wording

Net income 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.”

Current wording

Net income from continuing operations decreased by $365.4 million and $407.1 million during the three and nine months ended September 30, 2026, respectively, when compared to the same periods in 2025, primarily driven by a goodwill impairment charge of $369.5 million related to our Hotels and Other segment in the third quarter of 2026, and to a lesser extent, a decrease in revenue, as described in more detail above under “Revenue and Segment Information”. These declines were partially offset by a decrease in personnel costs, as described in more detail above under “Expenses” and a $31.6 million deferred tax benefit recognized in association with the goodwill impairment charge related to the Hotels and Other segment recorded during the third quarter of 2026, as described in more detail above under “(Provision) Benefit for Income Taxes.”

Previous 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.

Current wording

Net loss from discontinued operations, net of tax, improved by $5.8 million during the nine months ended September 30, 2026 when compared to the same period in 2025. These improvements were primarily driven by an increase in revenue of $20.9 million during the nine months ended September 30, 2026 when compared to the same period in 2025, due to booking volume growth, 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 $4.4 million, primarily related to an increase in cost of sales and brand marketing costs, as well as, personnel costs due to increased headcount to support business growth, partially offset by the ceased recognition of depreciation and amortization of TheFork's long-lived assets upon determination it met held for sale criteria under GAAP, during the nine months ended September 30, 2026 when compared to the same period in 2025. In addition, an increase in provision for income taxes of $10.1 million during the nine months ended September 30, 2026 when compared to the same period in 2025, negatively impacted net income (loss) from discontinued operations, net of tax.

Previous wording

Net income decreased by $13.6 million and $35.0 million during the three and six months ended June 30, 2026 when compared to the same periods in 2025. These decreases were driven by the factors discussed above in “Net income (loss) from continuing operations” and “Net income (loss) from discontinued operations, net of tax”.

Current wording

Net income decreased by $366.3 million and $401.3 million during the three and nine months ended September 30, 2026 when compared to the same periods in 2025. These decreases were driven by the factors discussed above in “Net income (loss) from continuing operations” and “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) 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

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 (including non-operational costs related to significant shareholder activism, which includes third-party advisory, legal, and other professional fees); and (9) non-recurring expenses and income unusual in nature or infrequently occurring.

Previous wording

During the second quarter of 2026, the Company realized a refund of $2.0 million, 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. During the second quarter of 2025, the Company recorded a decrease of $4.6 million to a previously estimated accrual for the settlement of a regulatory related matter, reflected in general and administrative expenses on our unaudited condensed consolidated statement of operations.

Current wording

During the three and nine months ended September 30, 2026, the Company recorded cumulative legal contingency reserves of $2.6 million and 3.9 million, respectively, reflected in general and administrative expenses on our unaudited condensed consolidated statement of operations. In addition. during the second quarter of 2026, the Company realized a refund of $2.0 million, 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. During the second quarter of 2025, the Company recorded a decrease of $4.6 million to a previously estimated accrual for the settlement of a regulatory related matter, reflected in general and administrative expenses on our unaudited condensed consolidated statement of operations.