Mga Batayang Estadistika
| LEI | 549300QB8O3XV4AYBY08 |
| CIK | 1526520 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tripadvisor, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Num |
|
| August 7, 2025 |
Form of Restricted Stock Unit Agreement (Domestic) Exhibit 10.2 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Domestic) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date between Tripadvisor, Inc., a Nevada corporation (the “Company”), and the Eligible Individual designated on the Grant Details (as defined below), describes the terms of an Award of restricted stock units (“RSUs”) to the Eligible Individual by |
|
| August 7, 2025 |
Form of Restricted Stock Unit Agreement (Performance Based) (Domestic) Exhibit 10.5 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Performance Based) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date, between Tripadvisor, Inc., a Nevada corporation (the “Company”), and the Eligible Individual designated on the Grant Details (as defined below), describes the terms of an Award of performance-based restricted stock units (“PSUs”) to |
|
| August 7, 2025 |
Form of Restricted Stock Unit Agreement (French) Exhibit 10.4 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (French) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date between Tripadvisor, Inc., a Nevada corporation (the “Company”), and the Eligible Individual designated on the Grant Details (as defined below), describes the terms of an Award of restricted stock units qualified for favorable income tax and so |
|
| August 7, 2025 |
Tripadvisor Reports Second Quarter 2025 Financial Results Exhibit 99.1 Tripadvisor Reports Second Quarter 2025 Financial Results NEEDHAM, MA, August 7, 2025 — Tripadvisor, Inc. (Nasdaq: TRIP) (“Tripadvisor” or the “Company”) today announced financial results for the second quarter ended June 30, 2025. • Revenue for the second quarter was $529 million, an increase of 7% year-over-year. • Net income for the second quarter was $36 million, or $0.28 diluted |
|
| August 7, 2025 |
Form of Deferred Stock Unit Agreement (Non-Employee Directors) Exhibit 10.7 TRIPADVISOR, INC. DEFERRED RESTRICTED STOCK UNIT AGREEMENT (Non-Employee Directors) THIS DEFERRED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date, between Tripadvisor, Inc., a Nevada corporation (the “Company”), and the Eligible Individual designated on the Grant Details (as defined below), describes the terms of an Award of deferred restricted stock uni |
|
| August 7, 2025 |
Amended and Restated Executive Severance Plan Exhibit 10.10 TRIPADVISOR, INC. AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION Introduction TripAdvisor, Inc. hereby establishes the TripAdvisor, Inc. Amended and Restated Executive Severance Plan and Summary Plan Description (the “Plan”) for the benefit of certain employees of TripAdvisor, Inc. and its subsidiaries (collectively, the “Company”). The purpose of the Plan |
|
| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (Ex |
|
| August 7, 2025 |
Form of Restricted Stock Unit Agreement (International) Exhibit 10.3 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (International) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date, between Tripadvisor, Inc., a Nevada corporation (the “Company”), and the Eligible Individual designated on the Grant Details (as defined below), describes the terms of an Award of restricted stock units (“RSUs”) to the Eligible Individu |
|
| August 7, 2025 |
EXHIBIT 10.1 EXECUTION VERSION THIRD AMENDMENT dated as of June 5, 2025 (this “Agreement”), among TRIPADVISOR, INC., a Nevada corporation (as continuing entity by redomestication of TripAdvisor, Inc., a Delaware corporation, “Parent”), the other LOAN PARTIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Administrative Agent. WHEREAS, reference is made to the |
|
| August 7, 2025 |
Form of Restricted Stock Unit Agreement (Performance Based) (International) Exhibit 10.6 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Performance Based) (International) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date, between Tripadvisor, Inc., a Nevada corporation (the “Company”), and the Eligible Individual designated on the Grant Details (as defined below), describes the terms of an Award of performance-based restricted stock u |
|
| August 7, 2025 |
Amended and Restated Non-Employee Director Deferred Compensation Plan Exhibit 10.9 Tripadvisor, Inc. Deferred Compensation Plan for Non-Employee Directors (Amended and Restated on July 24, 2025) 1. PURPOSE. The purpose of the Tripadvisor, Inc. Deferred Compensation Plan for Non- Employee Directors (this "Plan") is to provide non-employee directors of Tripadvisor, Inc., a Nevada corporation (or any successor thereto) (the "Company"), with an opportunity to defer, on |
|
| August 7, 2025 |
Form of Restricted Stock Unit Agreement (Non-Employee Directors) Exhibit 10.8 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Non-Employee Directors) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date, between Tripadvisor, Inc., a Nevada corporation (the “Company”), and the Eligible Individual designated on the Grant Details (as defined below), describes the terms of an Award of restricted stock units (“RSUs”) to the Eligible |
|
| June 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 TRIPADVISOR, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
|
| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Number |
|
| May 7, 2025 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF TRIPADVISOR, INC. ARTICLE I OFFICES Section 1. Principal Executive Office. The principal executive office of Tripadvisor, Inc. (the “Corporation”) shall be at such place established by resolution of the board of directors of the Corporation (the “Board” or the “Board of Directors”) in its discretion. The Board shall have full power and authority to change |
|
| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (E |
|
| May 7, 2025 |
Tripadvisor Reports First Quarter 2025 Financial Results Exhibit 99.1 Tripadvisor Reports First Quarter 2025 Financial Results NEEDHAM, MA, May 7, 2025 — Tripadvisor, Inc. (Nasdaq: TRIP) (“Tripadvisor” or the “Company”) today announced financial results for the first quarter ended March 31, 2025. • Revenue for the first quarter was $398 million, an increase of 1% year-over-year. • Net loss for the first quarter was $11 million, or ($0.08) diluted EPS. • |
|
| May 1, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
|
| April 29, 2025 |
Exhibit 3.1 ARTICLES OF INCORPORATION OF TRIPADVISOR, INC. ARTICLE I Name The name of the corporation is Tripadvisor, Inc. (the “Corporation”). ARTICLE II Purpose and Powers The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under Chapter 78 of the Nevada Revised Statutes, as the same exists or may hereafter be amended (the “NRS”). ART |
|
| April 29, 2025 |
Exhibit 3.2 BYLAWS OF TRIPADVISOR, INC. ARTICLE I OFFICES Section 1. Principal Executive Office. The principal executive office of Tripadvisor, Inc. (the “Corporation”) shall be at such place established by resolution of the board of directors of the Corporation (the “Board” or the “Board of Directors”) in its discretion. The Board shall have full power and authority to change the location of the |
|
| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) LIBERTY TRIPADVISOR HOLDINGS, INC. (Name of the Issuer) Tripadvisor, Inc. TellurideSub LLC (Names of Persons Filing Statement) Series A Common Stock, $0.01 par value per share Series B Common Stock, $0.0 |
|
| April 29, 2025 |
Exhibit 2.2 PLAN OF CONVERSION This Plan of Conversion (this “Plan”) sets forth certain terms of the conversion of Tripadvisor, Inc., a Delaware corporation (the “Delaware Corporation”), to a Nevada corporation (the “Nevada Corporation”), pursuant to the terms of the General Corporation Law of the State of Delaware (as amended, the “DGCL”) and Chapters 78 and 92A of the Nevada Revised Statutes (as |
|
| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 Tripadvisor, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Num |
|
| April 29, 2025 |
Exhibit 99.1 Tripadvisor Announces Closing of Merger with Liberty TripAdvisor and Finalizes Conversion to a Nevada Corporation NEEDHAM, MA, April 29, 2025 (PRNewswire) - Tripadvisor, Inc. (NASDAQ: TRIP) (“Tripadvisor”) today announced the closing of its previously announced plan of merger with Liberty TripAdvisor Holdings, Inc. (“Liberty TripAdvisor”), pursuant to which Tripadvisor acquired Libert |
|
| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File N |
|
| March 21, 2025 |
Exhibit 99.1 Execution Version Dated March 20, 2025 LIBERTY TRIPADVISOR HOLDINGS, INC., as Borrower the Guarantors from time to time party hereto, and TRIPADVISOR, INC., as the Lender LOAN AGREEMENT TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Defined Terms 1 Section 1.2 Terms Generally 17 Section 1.3 Determinations 17 ARTICLE II THE FACILITY 18 Section 2.1 Facility 18 Section 2.2 Lo |
|
| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File N |
|
| March 20, 2025 |
Exhibit 99.1 SECOND AMENDMENT dated as of March 20, 2025 (this “Agreement”), among TRIPADVISOR, INC. (“Parent”), the other LOAN PARTIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Administrative Agent. WHEREAS, reference is made to the Credit Agreement dated as of June 26, 2015, as amended and restated as of June 29, 2023, and as further amended as of July |
|
| March 20, 2025 |
Tripadvisor Announces Close on Term Loan B Facility Exhibit 99.2 Tripadvisor Announces Close on Term Loan B Facility NEEDHAM, MA, March 20, 2025 (PRNewswire) — Tripadvisor, Inc. (NASDAQ: TRIP) announced today that it has successfully closed a tack-on term loan B facility in the amount of $350.0 million pursuant to a Second Amendment to its Credit Agreement, dated as of June 26, 2015, as amended and restated. The Second Amendment provides for a $350 |
|
| February 20, 2025 |
Tripadvisor Reports Fourth Quarter and Full Year 2024 Financial Results Exhibit 99.1 Tripadvisor Reports Fourth Quarter and Full Year 2024 Financial Results NEEDHAM, MA, February 20, 2025 — Tripadvisor, Inc. (Nasdaq: TRIP) (“Tripadvisor” or the “Company”) today announced financial results for the fourth quarter and full year ended December 31, 2024. • Revenue for the fourth quarter was $411 million, an increase of 5% year-over-year. Revenue for the full year was $1,83 |
|
| February 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (Exact |
|
| February 20, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission Fil |
|
| February 20, 2025 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant DOMESTIC Entity Jurisdiction of Formation TellurideSub LLC DE Telluride Merger Sub Corp. DE TripAdvisor Holdings, LLC MA TripAdvisor LLC DE FlipKey, LLC DE TAMG Ventures Co. DE Viator, Inc. DE The Independent Traveler, Inc. NJ TripAdvisor APAC Holdings Corp. DE TripAdvisor GP1 LLC DE TripAdvisor GP2 LLC DE TripAdvisor Finance LLC DE TripAdvisor LP2 LLC D |
|
| February 20, 2025 |
Tripadvisor, Inc. Insider Trading Policy Exhibit 19.1 Insider Trading Policy Effective Date: November 1, 2023 Tripadvisor, Inc. (together with its subsidiaries the “Company”) has adopted this Insider Trading Policy (this “Policy”) to promote compliance with federal securities laws and to protect the Company’s reputation for integrity and ethical conduct. The Policy governs transactions in securities of the Company or any other issuer whe |
|
| December 19, 2024 |
Voting Agreement, dated as of December 18, 2024, by and among TRIP, LTRIP and Certares Exhibit 10.2 EXECUTION VERSION VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of December 18, 2024, is entered into by and among Tripadvisor, Inc., a Delaware corporation (“Parent”), Liberty TripAdvisor Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (the “Stockholder”). WHEREAS, subject to the terms and conditions of the |
|
| December 19, 2024 |
Letter Agreement, dated as of December 18, 2024, by and among TRIP, LTRP and Certares LTRIP LLC Exhibit 10.3 EXECUTION VERSION Liberty TripAdvisor Holdings, Inc. 12300 Liberty Boulevard Englewood, Colorado 80112 December 18, 2024 Certares LTRIP LLC 350 Madison Avenue, 8th Floor New York, NY 10017 Re: Waivers Dear Ladies and Gentlemen: Reference is made to that certain (a) Agreement and Plan of Merger, dated as of the date hereof (as may be amended from time to time, the “Merger Agreem |
|
| December 19, 2024 |
Tripadvisor and Liberty TripAdvisor Announce Planned Merger Exhibit 99.1 Tripadvisor and Liberty TripAdvisor Announce Planned Merger NEEDHAM, MA, December 19, 2024 (PRNewswire) - Tripadvisor, Inc. (NASDAQ: TRIP) (“Tripadvisor”) and Liberty TripAdvisor Holdings, Inc. (OTCMKTS: LTRPA, LTRPB) (“Liberty TripAdvisor”) announced that they have entered into an agreement and plan of merger (the “Merger Agreement”) whereby Tripadvisor will acquire Liberty TripAdvis |
|
| December 19, 2024 |
Press Release, dated December 19, 2024 Exhibit 99.1 Tripadvisor and Liberty TripAdvisor Announce Planned Merger NEEDHAM, MA, December 19, 2024 (PRNewswire) - Tripadvisor, Inc. (NASDAQ: TRIP) (“Tripadvisor”) and Liberty TripAdvisor Holdings, Inc. (OTCMKTS: LTRPA, LTRPB) (“Liberty TripAdvisor”) announced that they have entered into an agreement and plan of merger (the “Merger Agreement”) whereby Tripadvisor will acquire Liberty TripAdvis |
|
| December 19, 2024 |
Agreement and Plan of Merger, dated as of December 18, 2024, by and among LTRP, TRIP and Merger Sub Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among LIBERTY TRIPADVISOR HOLDINGS, INC., TRIPADVISOR, INC. and TELLURIDE MERGER SUB CORP. Dated as of December 18, 2024 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME 3 1.1 The Merger 3 1.2 Closing 3 1.3 Effective Time 3 ARTICLE II ORGANIZATIONAL DOCUMENTS, DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION 4 2.1 Th |
|
| December 19, 2024 |
Voting Agreement, dated as of December 18, 2024, by and among TRIP, LTRP and Gregory B. Maffei Exhibit 10.1 EXECUTION VERSION VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of December 18, 2024, is entered into by and among Tripadvisor, Inc., a Delaware corporation (“Parent”), Liberty TripAdvisor Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (the “Stockholder”). WHEREAS, subject to the terms and conditions of the |
|
| December 19, 2024 |
Voting Agreement, dated as of December 18, 2024, by and among TRIP, LTRIP and Gregory B. Maffei Exhibit 10.1 EXECUTION VERSION VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of December 18, 2024, is entered into by and among Tripadvisor, Inc., a Delaware corporation (“Parent”), Liberty TripAdvisor Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (the “Stockholder”). WHEREAS, subject to the terms and conditions of the |
|
| December 19, 2024 |
Agreement and Plan of Merger, dated as of December 18, 2024, by and among LTRIP, TRIP and Merger Sub Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among LIBERTY TRIPADVISOR HOLDINGS, INC., TRIPADVISOR, INC. and TELLURIDE MERGER SUB CORP. Dated as of December 18, 2024 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME 3 1.1 The Merger 3 1.2 Closing 3 1.3 Effective Time 3 ARTICLE II ORGANIZATIONAL DOCUMENTS, DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION 4 2.1 Th |
|
| December 19, 2024 |
Voting Agreement, dated as of December 18, 2024, by and among TRIP, LTRP and Certares LTRIP LLC Exhibit 10.2 EXECUTION VERSION VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of December 18, 2024, is entered into by and among Tripadvisor, Inc., a Delaware corporation (“Parent”), Liberty TripAdvisor Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (the “Stockholder”). WHEREAS, subject to the terms and conditions of the |
|
| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 18, 2024 Tripadvisor, Inc. |
|
| December 19, 2024 |
Tripadvisor and Liberty TripAdvisor Planned Merger December 19, 2024 Exhibit 99.2 Tripadvisor and Liberty TripAdvisor Planned Merger December 19, 2024 Cautionary Note Regarding Forward Looking Statements 2 Tripadvisor This presentation, including slides contained herein, contain certain forward - looking statements within the meaning of Section 2 7A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, includ |
|
| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 18, 2024 Tripadvisor, Inc. |
|
| December 19, 2024 |
Letter Agreement, dated as of December 18, 2024, by and among TRIP, LTRIP and Certares Exhibit 10.3 EXECUTION VERSION Liberty TripAdvisor Holdings, Inc. 12300 Liberty Boulevard Englewood, Colorado 80112 December 18, 2024 Certares LTRIP LLC 350 Madison Avenue, 8th Floor New York, NY 10017 Re: Waivers Dear Ladies and Gentlemen: Reference is made to that certain (a) Agreement and Plan of Merger, dated as of the date hereof (as may be amended from time to time, the “Merger Agreem |
|
| December 19, 2024 |
Investor Presentation, dated December 19, 2024 Exhibit 99.2 Tripadvisor and Liberty TripAdvisor Planned Merger December 19, 2024 Cautionary Note Regarding Forward Looking Statements 2 Tripadvisor This presentation, including slides contained herein, contain certain forward - looking statements within the meaning of Section 2 7A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, includ |
|
| November 6, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File |
|
| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC |
|
| November 6, 2024 |
Tripadvisor Reports Third Quarter 2024 Financial Results Exhibit 99.1 Tripadvisor Reports Third Quarter 2024 Financial Results NEEDHAM, MA, November 6, 2024 — Tripadvisor, Inc. (Nasdaq: TRIP) (“Tripadvisor” or the “Company”) today announced financial results for the third quarter ended September 30, 2024. • Revenue of $532 million, flat year-over-year • Net income of $39 million, or $0.27 per share • Non-GAAP net income of $72 million, or $0.50 per shar |
|
| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File N |
|
| August 6, 2024 |
Tripadvisor Reports Second Quarter 2024 Financial Results Exhibit 99.1 Tripadvisor Reports Second Quarter 2024 Financial Results NEEDHAM, MA, August 6, 2024 — Tripadvisor, Inc. (Nasdaq: TRIP) (“Tripadvisor” or the “Company”) today announced financial results for the second quarter ended June 30, 2024. • Revenue of $497 million, reflecting year-over-year growth of 1% • Net income of $24 million, or $0.17 per share • Non-GAAP net income of $57 million, or |
|
| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (Ex |
|
| July 8, 2024 |
Tripadvisor Announces Close of Term Loan B Facility and Redemption of Senior Notes Exhibit 99.1 Tripadvisor Announces Close of Term Loan B Facility and Redemption of Senior Notes NEEDHAM, Mass., July 08, 2024 (PRNewswire) - Tripadvisor, Inc. (NASDAQ: TRIP) announced today that it has successfully closed on a term loan B facility in conjunction with a First Amendment to its Credit Agreement, dated as of June 26, 2015, as amended and restated as of June 29, 2023 (such amended and |
|
| July 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Num |
|
| July 8, 2024 |
EXHIBIT 10.1 EXECUTION VERSION FIRST AMENDMENT dated as of July 8, 2024 (this “Agreement”), among TRIPADVISOR, INC. (“Parent”), the other LOAN PARTIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent. WHEREAS, reference is made to the Credit Agreement dated as of June 26, 2015, as amended and restated as of June 29, 2023 (the “Existing Credit Agreement” |
|
| July 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2024 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Num |
|
| June 17, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
|
| May 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
|
| May 20, 2024 |
NOTICE OF EXEMPT SOLICITATION SUBMITTED BY NON-MANAGEMENT NOTICE OF EXEMPT SOLICITATION SUBMITTED BY NON-MANAGEMENT U.S. Securities and Exchange Commission Washington, DC 20549 Notice of Exempt Solicitation under Rule 14a-103 Name of Registrant: Tripadvisor, Inc. Name of person relying on exemption: Bowyer Research Address of person relying on exemption: P.O. Box 120, McKeesport PA 15135 Vote NO: Proposal 5 – Implementing Human Rights Bowyer Research sub |
|
| May 8, 2024 |
Form of Restricted Stock Unit Agreement (International) Exhibit 10.2 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (International) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the grant date specified on the Grant Details referenced below (the “Grant Date”), between Tripadvisor, Inc., a Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Subsidiaries or Affiliates desig |
|
| May 8, 2024 |
Tripadvisor Reports First Quarter 2024 Financial Results Exhibit 99.1 Tripadvisor Reports First Quarter 2024 Financial Results NEEDHAM, MA, May 8, 2024 — Tripadvisor, Inc. (Nasdaq: TRIP) (“Tripadvisor” or the “Company”) today announced financial results for the first quarter ended March 31, 2024. • Revenue of $395 million, reflecting year-over-year growth of 6%. • Net loss of $59 million, or $0.43 loss per share, which includes the net impact of $42 mil |
|
| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (E |
|
| May 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
|
| May 8, 2024 |
Form of Restricted Stock Unit Agreement (Domestic) Exhibit 10.1 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Domestic) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the grant date specified on the Grant Details referenced below (the “Grant Date”), between Tripadvisor, Inc., a Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Subsidiaries or Affiliates designated |
|
| May 8, 2024 |
TRIP / Tripadvisor, Inc. / Liberty TripAdvisor Holdings, Inc. - SC 13D/A Activist Investment SC 13D/A 1 tm2413676d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 7)* Under the Securities Exchange Act of 1934 Tripadvisor, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 896945201 (CUSIP Number) Renee L. Wilm, Esq. Chief Legal Officer / Chief Administrative Officer Liberty TripAdvisor H |
|
| May 8, 2024 |
Form of Restricted Stock Unit Agreement (Performance Based) Exhibit 10.4 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Performance Based) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the grant date specified on the Grant Details referenced below (the “Grant Date”), between Tripadvisor, Inc., a Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Subsidiaries or Affiliates d |
|
| May 8, 2024 |
Form of Restricted Stock Unit Agreement (French) Exhibit 10.3 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (French) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the grant date specified on the Grant Details referenced below (the “Grant Date”), between Tripadvisor, Inc., a Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Subsidiaries or Affiliates designated o |
|
| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
|
| February 16, 2024 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant DOMESTIC Entity Jurisdiction of Formation TripAdvisor Holdings, LLC MA TripAdvisor LLC DE FlipKey, LLC DE TAMG Ventures Co. DE Viator, Inc. DE The Independent Traveler, Inc. NJ TripAdvisor APAC Holdings Corp. DE TripAdvisor GP1 LLC DE TripAdvisor GP2 LLC DE TripAdvisor Finance LLC DE TripAdvisor LP2 LLC DE Restorando, Inc. DE TripAdvisor Securities Corpo |
|
| February 16, 2024 |
[Type here] Exhibit 10.2 EXECUTION VERSION ASSIGNMENT AND ASSUMPTION OF GOVERNANCE AGREEMENT This Assignment and Assumption of Governance Agreement (this “Assignment”) is made as of August 12, 2014 by and among Liberty TripAdvisor Holdings, Inc., a Delaware corporation (“Assignee”), Liberty Interactive Corporation, a Delaware corporation (“Liberty”), and TripAdvisor, Inc., a Delaware corporation ( |
|
| February 16, 2024 |
Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan Exhibit 10.21 TRIPADVISOR, INC. 2023 STOCK AND ANNUAL INCENTIVE PLAN SECTION 1. PURPOSE The purpose of this Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, directors and/or consultants by providing the Company with short and long-term incentive programs providing incentives related to stockholder value, the achievement of financial a |
|
| February 16, 2024 |
Tripadvisor, Inc. Incentive Compensation Clawback Policy, dated November 1, 2023 Exhibit 97.1 Clawback Policy Effective Date: November 1, 2023 Tripadvisor, Inc. (together with its subsidiaries, the “Company”) has adopted this Clawback Policy (this “Policy”) to provide for the recovery of erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with a |
|
| February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (Exact |
|
| February 14, 2024 |
TRIP / Tripadvisor, Inc. / PAR INVESTMENT PARTNERS LP - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Trip Advisor, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 896945201 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
|
| February 14, 2024 |
Tripadvisor Reports Fourth Quarter and Full Year 2023 Financial Results Exhibit 99.1 Tripadvisor Reports Fourth Quarter and Full Year 2023 Financial Results NEEDHAM, MA, February 14, 2024 — Tripadvisor, Inc. (Nasdaq: TRIP) (“Tripadvisor” or the “Company”) today announced financial results for the fourth quarter and full year ended December 31, 2023. • Revenue for the fourth quarter was $390 million, reflecting year-over-year growth of 10%. Revenue for the full year wa |
|
| February 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2024 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission Fil |
|
| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission Fil |
|
| February 12, 2024 |
Exhibit 99.1 TRIPADVISOR ANNOUNCES FORMATION OF A SPECIAL COMMITTEE OF INDEPENDENT MEMBERS OF ITS BOARD OF DIRECTORS NEEDHAM, MA, February 12, 2024 (PRNewswire) — Tripadvisor, Inc. (NASDAQ: TRIP) (“Tripadvisor”) announced the formation of a Special Committee comprised of independent directors of the Board of Directors of Tripadvisor (the “Board”). The mandate of the Special Committee is to evaluat |
|
| February 12, 2024 |
TRIP / Tripadvisor, Inc. / Liberty TripAdvisor Holdings, Inc. - SC 13D/A Activist Investment SC 13D/A 1 tm245281d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 6)* Under the Securities Exchange Act of 1934 Tripadvisor, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 896945201 (CUSIP Number) Renee L. Wilm, Esq. Chief Legal Officer / Chief Administrative Officer Liberty TripAdvisor Ho |
|
| January 10, 2024 |
TRIP / Tripadvisor, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0012-tripadvisorinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: TripAdvisor Inc Title of Class of Securities: Common Stock CUSIP Number: 896945201 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the |
|
| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC |
|
| November 6, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2023 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File |
|
| November 6, 2023 |
Tripadvisor Reports Third Quarter 2023 Financial Results Exhibit 99.1 Tripadvisor Reports Third Quarter 2023 Financial Results NEEDHAM, MA, November 6, 2023 — Tripadvisor, Inc. (Nasdaq: TRIP) (“Tripadvisor” or the “Company”) today announced financial results for the third quarter ended September 30, 2023. • Revenue of $533 million, reflecting year over year growth of 16%. • Net income of $27 million, or $0.19 diluted EPS. • Non-GAAP net income of $74 mi |
|
| August 4, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) TRIPADVISOR, INC. |
|
| August 4, 2023 |
As filed with the Securities and Exchange Commission on August 4, 2023 As filed with the Securities and Exchange Commission on August 4, 2023 Registration No. |
|
| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (Ex |
|
| August 2, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File N |
|
| August 2, 2023 |
Tripadvisor Reports Second Quarter 2023 Financial Results Exhibit 99.1 Tripadvisor Reports Second Quarter 2023 Financial Results NEEDHAM, MA, August 2, 2023 — Tripadvisor, Inc. (Nasdaq: TRIP) (“Tripadvisor” or the “Company”) today announced financial results for the second quarter ended June 30, 2023. • Revenue of $494 million, reflecting year over year growth of 18%. • Net income of $24 million, or $0.17 diluted EPS. • Non-GAAP net income of $49 million |
|
| July 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
|
| July 6, 2023 |
EXHIBIT 10.1 EXECUTION VERSION AMENDMENT AND RESTATEMENT AGREEMENT dated as of June 29, 2023 (this “Agreement”), to the CREDIT AGREEMENT dated as of June 26, 2015 (as amended as of May 12, 2017, May 5, 2020 and December 17, 2020, the “Existing Credit Agreement”), among TRIPADVISOR, INC., TRIPADVISOR HOLDINGS, LLC, TRIPADVISOR LLC, the other BORROWERS party thereto, the LENDERS party thereto and JP |
|
| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Num |
|
| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
|
| May 3, 2023 |
Form of Restricted Stock Unit Agreement (Performance Based) Exhibit 10.4 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Performance Based) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the grant date specified on the Grant Details referenced below (the “Grant Date”), between Tripadvisor, Inc., a Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Subsidiaries or Affiliates d |
|
| May 3, 2023 |
Form of Restricted Stock Unit Agreement (Domestic) Exhibit 10.1 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Domestic) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the grant date specified on the Grant Details referenced below (the “Grant Date”), between TripAdvisor, Inc., a Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Subsidiaries or Affiliates designated |
|
| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (E |
|
| May 3, 2023 |
Tripadvisor Reports First Quarter 2023 Financial Results Exhibit 99.1 Tripadvisor Reports First Quarter 2023 Financial Results NEEDHAM, MA, May 3, 2023 — Tripadvisor, Inc. (Nasdaq: TRIP) (“Tripadvisor” or the “Company”) today announced financial results for the first quarter ended March 31, 2023. • Revenue of $371 million, reflecting year over year growth of 42%. Excluding the impact of currency exchange rate fluctuations, year over year growth was appr |
|
| May 3, 2023 |
Form of Restricted Stock Unit Agreement (French) Exhibit 10.3 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (French) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date (as defined herein), between TripAdvisor, Inc., a U.S. Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Subsidiaries or Affiliates designated on the Grant Details (as defined below) (th |
|
| May 3, 2023 |
Form of Restricted Stock Unit Agreement (International) Exhibit 10.2 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (International) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the grant date specified on the Grant Details referenced below (the “Grant Date”), between TripAdvisor, Inc., a U.S. Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Subsidiaries or Affiliates |
|
| May 3, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
| April 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
|
| April 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| April 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
|
| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (Exact |
|
| February 17, 2023 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant DOMESTIC Entity Jurisdiction of Formation TripAdvisor Holdings, LLC MA TripAdvisor LLC DE FlipKey, LLC DE TAMG Ventures Co. DE Viator, Inc. DE The Independent Traveler, Inc. NJ TripAdvisor APAC Holdings Corp. DE TripAdvisor GP1 LLC DE TripAdvisor GP2 LLC DE TripAdvisor Finance LLC DE TripAdvisor LP2 LLC DE Restorando, Inc. DE TripAdvisor Securities Corpo |
|
| February 14, 2023 |
TRIP / Tripadvisor Inc / PAR INVESTMENT PARTNERS LP - SC 13G/A Passive Investment SC 13G/A 1 d788732dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Trip Advisor, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 896945201 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
|
| February 14, 2023 |
Exhibit 99.2 Q4 & FULL YEAR 2022 Letter to Shareholders 1 FY 2022 FY 2021 FY 2020 Revenue $1,492M 65% Y/Y growth $902M 49% Y/Y growth $604M -61% Y/Y growth Net Income / (Loss) $20M 1% margin $(148)M -16% margin $(289)M -48% margin Adjusted EBITDA (1) $295M 20% margin $100M 11% margin $(51)M -8% margin Q4 2022 Q4 2021 Q4 2020 Revenue $354M 47% Y/Y $241M 108% Y/Y $116M Net Income / (Loss) $(3)M $(29 |
|
| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2023 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission Fil |
|
| February 14, 2023 |
Tripadvisor Reports Fourth Quarter and Full Year 2022 Financial Results Exhibit 99.1 Tripadvisor Reports Fourth Quarter and Full Year 2022 Financial Results NEEDHAM, MA, February 14, 2023 — Tripadvisor, Inc. (Nasdaq: TRIP) today announced financial results for the fourth quarter and full year ended December 31, 2022. “We are pleased with our fourth quarter, which exceeded our expectations and brought to close a strong fiscal 2022 across each of our segments,” said Chi |
|
| February 9, 2023 |
TRIP / Tripadvisor Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: TripAdvisor Inc. Title of Class of Securities: Common Stock CUSIP Number: 896945201 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ R |
|
| November 30, 2022 |
Separation Agreement dated November 28, 2022. Exhibit 10.1 November 25, 2022 By Electronic Delivery Kanika Soni RE: Confidential Separation Agreement and General Release Dear Kanika: This Confidential Separation Agreement and General Release (the ?Agreement?) sets forth the understanding between you and Tripadvisor LLC (hereinafter the ?Company?), relating to the termination of your employment with the Company. The purpose of this Agreement i |
|
| November 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2022 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission Fil |
|
| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File |
|
| November 7, 2022 |
Exhibit 99.2 Q3 2022 Letter to Shareholders 1 Q3 2022 Q3 2021 Q2 2022 Revenue $459M $303M $417M Net Income / (Loss) $25M $1M $31M Adjusted EBITDA (1) $115M $72M $109M (1) Consolidated adjusted EBITDA is a non-GAAP profit measure and is defined as net income (loss) plus: (1) provision (benefit) for income taxes; (2) other income (expense), net; (3) depreciation and amortization; (4) stock-based com |
|
| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC |
|
| November 7, 2022 |
Tripadvisor Reports Third Quarter 2022 Financial Results Exhibit 99.1 Tripadvisor Reports Third Quarter 2022 Financial Results NEEDHAM, MA, November 7, 2022 ? Tripadvisor, Inc. (Nasdaq: TRIP) today announced financial results for the third quarter ended September 30, 2022. ?A combination of positive factors drove strong third quarter 2022 performance, which exceeded our expectations,? stated Chief Executive Officer Matt Goldberg. ?The Tripadvisor group |
|
| October 11, 2022 |
Employment Letter Agreement dated October 10, 2022 between Tripadvisor LLC and Michael Noonan Exhibit 10.1 October 10, 2022 Michael Noonan Dear Michael, Tripadvisor LLC, a Delaware limited liability company (the ?Company?), is pleased to extend you this offer of employment as Senior Vice President, Chief Financial Officer of Tripadvisor, Inc., a Delaware corporation (?Tripadvisor?) and its subsidiaries, which includes the Company, subject to the terms and conditions of employment described |
|
| October 11, 2022 |
Transition Services Agreement dated October 10, 2022 between Tripadvisor LLC and Ernst Teunissen. Exhibit 10.2 October 10, 2022 Ernst Teunissen Re: Transition Agreement Dear Ernst: This letter agreement (the ?Agreement?), effective as of the date hereof, sets forth the terms of your transition from your role as Chief Financial Officer of Tripadvisor, LLC, a Delaware limited liability company (?Tripadvisor? or the ?Company?), as described below. In consideration of the mutual agreements set for |
|
| October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2022 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File |
|
| October 11, 2022 |
Exhibit 99.1 Tripadvisor Announces Chief Financial Officer Succession Michael Noonan appointed to role of CFO, effective October 31, 2022 NEEDHAM, MA, October 11, 2022 ? Tripadvisor, Inc. (NASDAQ: TRIP) today announced that Ernst Teunissen will retire from his role as Chief Financial Officer to pursue other interests, and that Mike Noonan will join the company as Chief Financial Officer and Senior |
|
| August 12, 2022 |
TRIP / Tripadvisor Inc / Liberty TripAdvisor Holdings, Inc. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 5) Under the Securities Exchange Act of 1934 Tripadvisor, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 896945201 (CUSIP Number) Renee L. Wilm, Esq. Chief Legal Officer / Chief Administrative Officer Liberty TripAdvisor Holdings, Inc. 12300 Liberty Boulevard Engle |
|
| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (Ex |
|
| August 4, 2022 |
Exhibit 99.2 Q2 2022 Letter to Shareholders 1 Q2 2022 Q2 2021 Q1 2022 Revenue $417M $235M $262M Net Income / (Loss) $31M $(40)M $(34)M Adjusted EBITDA (1) $109M $25M $27M (1) Consolidated adjusted EBITDA is a non-GAAP profit measure and is defined as net income (loss) plus: (1) provision (benefit) for income taxes; (2) other income (expense), net; (3) depreciation and amortization; (4) stock-based |
|
| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File N |
|
| August 4, 2022 |
Tripadvisor Reports Second Quarter 2022 Financial Results EX-99.1 2 trip-ex991.htm EX-99.1 Exhibit 99.1 Tripadvisor Reports Second Quarter 2022 Financial Results NEEDHAM, MA, August 4, 2022 — Tripadvisor, Inc. (Nasdaq: TRIP) today announced financial results for the second quarter ended June 30, 2022. “I am pleased with our Q2 2022 performance across all segments, which continued to see robust improvement due to the strong demand in leisure travel, our p |
|
| August 4, 2022 |
Exhibit 99.3 Tripadvisor Segment Reporting Update Memo August 4, 2022 As referenced in prior shareholder letters, we have been evaluating changes to our segment information. This quarter, Q2 2022, we are disclosing our financial information under a new segment structure. To ensure that you have a basis for comparison, attached are segment financials, which have been recast by quarter in the new se |
|
| June 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2022 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
|
| May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2022 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
|
| May 4, 2022 |
Employment Letter Agreement dated May 2, 2022 between Tripadvisor LLC and Matt Goldberg Exhibit 10.1 May 2, 2022 Employment Letter Agreement DELIVERED TO Matthew Goldberg Dear Matt, Tripadvisor LLC, a Delaware limited liability company (the ?Company?), is pleased to extend you this offer of employment as President and Chief Executive Officer of Tripadvisor, Inc, a Delaware corporation (?Tripadvisor?) and its subsidiaries, which includes the Company, subject to the terms and condition |
|
| May 4, 2022 |
Exhibit 10.1 TRIPADVISOR, INC. RSU AGREEMENT (Time-Based) THIS RSU AGREEMENT (this ?Agreement?), dated as of December 31, 2021 (the ?Grant Date?), between TripAdvisor, Inc., a Delaware corporation (the ?Company?), and Stephen Kaufer (the ?Eligible Individual?), describes the terms of an award (the ?Award?) of restricted stock units (?RSUs?) to the Eligible Individual by the Company. All capitalize |
|
| May 4, 2022 |
Exhibit 99.3 Tripadvisor Appoints Matt Goldberg to Chief Executive Officer Announces Chief Executive Officer appointment, effective July 1, 2022 NEEDHAM, MA, May 4, 2022 ? Tripadvisor, Inc. (NASDAQ: TRIP) today announced that Matt Goldberg has been named its Chief Executive Officer, succeeding co-founder and long-time CEO, Stephen Kaufer. ?We are excited to announce the appointment of Matt Goldber |
|
| May 4, 2022 |
Tripadvisor Reports First Quarter 2022 Financial Results Exhibit 99.1 Tripadvisor Reports First Quarter 2022 Financial Results NEEDHAM, MA, May 4, 2022 ? Tripadvisor, Inc. (Nasdaq: TRIP) today announced financial results for the first quarter ended March 31, 2022. ?We are very pleased with our Q1 2022 results. After an Omicron-impacted January, our business picked up strongly in February and March, resulting in exceeding our own expectations for the qua |
|
| May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (E |
|
| May 4, 2022 |
Exhibit 99.2 Q1 2022 Letter to Shareholders Q1 2022 Q1 2021 Q4 2021 Revenue $262M $123M $241M Net Income / (Loss) $(34)M $(80)M $(29)M Adjusted EBITDA (1) $27M $(26)M $29M (1) Consolidated adjusted EBITDA is a non-GAAP profit measure and is defined as net income (loss) plus: (1) provision (benefit) for income taxes; (2) other income (expense), net; (3) depreciation and amortization; (4) stock-base |
|
| May 4, 2022 |
Consulting Services Agreement dated May 3, 2022 between Tripadvisor LLC and Stephen Kaufer. Exhibit 10.2 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (this ?Agreement?), dated as of May 3, 2022 (the ?Effective Date?), is made between Tripadvisor LLC, a Delaware limited liability company with an address of 400 First Avenue, Needham, MA 02494 (the ?Company?), and Stephen Kaufer (?Co-Founder?). WHEREAS, Co-Founder is currently employed by Tripadvisor, Inc., a Delaware co |
|
| May 4, 2022 |
Option Agreement (Domestic) between Stephen Kaufer and Exhibit 10.2 TRIPADVISOR, INC. OPTION AGREEMENT (Domestic) THIS OPTION AGREEMENT (this ?Agreement?), dated as of December 31, 2021 (the ?Grant Date?), between TripAdvisor, Inc., a Delaware corporation (the ?Company?), and the employee, director or consultant of the Company or one of its Affiliates or Subsidiaries designated on the Grant Details (as defined below) (the ?Eligible Individual?), descr |
|
| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
|
| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
|
| February 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (Exact |
|
| February 18, 2022 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant DOMESTIC Entity Jurisdiction of Formation TripAdvisor Holdings, LLC MA TripAdvisor LLC DE FlipKey, Inc. DE TAMG Ventures Co. DE Viator, Inc. DE The Independent Traveler, Inc. NJ TripAdvisor APAC Holdings Corp. DE TripAdvisor GP1 LLC DE TripAdvisor GP2 LLC DE TripAdvisor Finance LLC DE TripAdvisor LP2 LLC DE Restorando, Inc. DE TripAdvisor Securities Corp |
|
| February 16, 2022 |
Tripadvisor Reports Fourth Quarter and Full Year 2021 Financial Results Exhibit 99.1 Tripadvisor Reports Fourth Quarter and Full Year 2021 Financial Results NEEDHAM, MA, February 16, 2022 ? Tripadvisor, Inc. (Nasdaq: TRIP) today announced financial results for the fourth quarter and full year ended December 31, 2021. ?The progress we made between the first quarter of the year and the last quarter of the year was remarkable,? said Chief Executive Officer Steve Kaufer. |
|
| February 16, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2022 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission Fil |
|
| February 16, 2022 |
Exhibit 99.2 Q4 2021 Letter to Shareholders FY2021 FY2020 FY2019 Total Revenue $902M 49% Y/Y (42)% Y/2Y $604M $1,560M Net Income / (Loss) $(148)M $(289)M $126M Adjusted EBITDA (1) $100M $(51)M $438M Q4 2021 Q4 2020 Q4 2019 Revenue $241M 108% Y/Y (28)% Y/2Y $116M $335M Net Income / (Loss) $(29)M $(73)M $15M Adjusted EBITDA (1) $29M $(33)M $92M (1) Consolidated adjusted EBITDA is a non-GAAP profit m |
|
| February 14, 2022 |
TRIP / Tripadvisor Inc / PAR INVESTMENT PARTNERS LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Trip Advisor, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 896945201 (CUSIP Number) December 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
|
| February 11, 2022 |
TRIP / Tripadvisor Inc / SOMA EQUITY PARTNERS LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
|
| February 10, 2022 |
TRIP / Tripadvisor Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: TripAdvisor Inc. Title of Class of Securities: Common Stock CUSIP Number: 896945201 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Ru |
|
| November 19, 2021 |
Separation Agreement dated November 16, 2021. Exhibit 10.1 November 16, 2021 By Electronic Delivery Lindsay Nelson 4701 North Meridian Avenue Apt 304 Miami Beach, FL 33140 RE: Second Revised Confidential Separation Agreement and General Release Dear Lindsay: This Second Revised Confidential Separation Agreement and General Release (the ?Agreement?) sets forth the understanding between you and Tripadvisor LLC (hereinafter the ?Company?), relat |
|
| November 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2021 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission Fil |
|
| November 8, 2021 |
Tripadvisor Reports Third Quarter 2021 Financial Results Exhibit 99.1 Tripadvisor Reports Third Quarter 2021 Financial Results NEEDHAM, MA, November 8, 2021 ? Tripadvisor, Inc. (NASDAQ: TRIP) today announced financial results for the third quarter ended September 30, 2021. ?We are pleased to see a continued pick-up in consumer travel demand as borders open and vaccinations are more widely administered,? said Chief Executive Officer Steve Kaufer. ?We are |
|
| November 8, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File |
|
| November 8, 2021 |
Exhibit 99.1 Tripadvisor Co-Founder and CEO Announces Plans for Departure in 2022 Stephen Kaufer to remain in role until successor is appointed NEEDHAM, MA, November 8, 2021 ? Tripadvisor, Inc. (NASDAQ: TRIP) today announced that the company?s co-founder and long-time CEO, Stephen Kaufer, will step down from his position at Tripadvisor in 2022. ?We come to the close of 2021 in a strong position?tr |
|
| November 8, 2021 |
As filed with the Securities and Exchange Commission on November 8, 2021 As filed with the Securities and Exchange Commission on November 8, 2021 Registration No. |
|
| November 8, 2021 |
Exhibit 99.2 Q3 2021 Letter to Shareholders Q3 2021 Q3 2020 Q3 2019 Revenue ? Q3 2021 performance demonstrates continued relative U.S. strength as well as a broadening recovery $303M 101% Y/Y (29)% Y/2Y $151M $428M Net Income / (Loss) ? Q3 2021 Net Income (Loss) improved primarily due to revenue improvement $1M $(48)M $50M Adjusted EBITDA (1) ? Generated positive adjusted EBITDA and more than doub |
|
| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC |
|
| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File |
|
| November 8, 2021 |
Amendment No. 1 to the Tripadvisor, Inc. 2018 Stock and Annual Incentive Plan Exhibit 10.2 TRIPADVISOR, INC. AMENDMENT NO. 1 TO 2018 STOCK AND ANNUAL INCENTIVE PLAN This Amendment No. 1 dated June 8, 2021 (this ?Amendment?) amends the 2018 Stock and Annual Incentive Plan (the ?Plan?) of Tripadvisor, Inc., a Delaware corporation (the ?Company?). Except as otherwise explicitly set forth herein, all provisions of the Plan shall remain in full force and effect. Capitalized term |
|
| August 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File N |
|
| August 5, 2021 |
Tripadvisor Reports Second Quarter 2021 Financial Results Exhibit 99.1 Tripadvisor Reports Second Quarter 2021 Financial Results NEEDHAM, MA, August 5, 2021 ? Tripadvisor, Inc. (NASDAQ: TRIP) today announced financial results for the second quarter ended June 30, 2021. ?We saw meaningful sequential improvement in Q2, as revenue increased 91% compared to Q1 2021 driven by continued U.S. strength and Europe, which improved materially later in the quarter?, |
|
| August 5, 2021 |
1 Q2 2021 Q2 2020 Q2 2019 Revenue ?Q2 2021 performance demonstrates continued relative U. |
|
| August 5, 2021 |
Amendment No. 1 to 2018 Stock and Annual Incentive Plan Exhibit 10.1 TRIPADVISOR, INC. AMENDMENT NO. 1 TO 2018 STOCK AND ANNUAL INCENTIVE PLAN This Amendment No. 1 dated June 8, 2021 (this ?Amendment?) amends the 2018 Stock and Annual Incentive Plan (the ?Plan?) of Tripadvisor, Inc., a Delaware corporation (the ?Company?). Except as otherwise explicitly set forth herein, all provisions of the Plan shall remain in full force and effect. Capitalized term |
|
| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (Ex |
|
| June 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2021 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Num |
|
| June 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
|
| May 28, 2021 |
TRIP / Tripadvisor Inc / Trip.com Group Ltd - AMENDMENT NO.1 TO SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1)* TripAdvisor, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 896945201 (CUSIP Number) Cindy Xiaofan Wang, Chief Financial Officer Trip.com Group Limited 968 Jin Zhong Road Shanghai 200335 People?s Republic of China +86 (21) |
|
| May 6, 2021 |
Form of Option Agreement (International) Exhibit 10.3 TRIPADVISOR, INC. OPTION AGREEMENT (International) THIS OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified on the Grant Details referenced below (the “Grant Date”), between TripAdvisor, Inc., a Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Affiliates or Subsidiaries designated on the Grant Details (as |
|
| May 6, 2021 |
Offer Letter, dated as of February 13, 2019, between Tripadvisor, LLC and Kanika Soni Exhibit 10.9 February 13, 2019 Kanika Soni Dear Kanika, We are pleased to extend you this offer of employment as President, Hotels at TripAdvisor, LLC, (the “Company”), subject to the terms and conditions of employment described below. This offer will remain in effect until February 19, 2019 and may be accepted by countersigning where indicated at the end of this letter. This offer is contingent o |
|
| May 6, 2021 |
Tripadvisor Reports First Quarter 2021 Financial Results EX-99.1 2 trip-ex9916.htm EX-99.1 Exhibit 99.1 Tripadvisor Reports First Quarter 2021 Financial Results NEEDHAM, MA, May 6, 2021 — Tripadvisor, Inc. (NASDAQ: TRIP) today announced financial results for the first quarter ended March 31, 2021. “Q1 demonstrated consumers want to get back out there and travel,” said Chief Executive Officer Steve Kaufer. “Traffic and revenue trends improved as vaccinat |
|
| May 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (E |
|
| May 6, 2021 |
Form of Option Agreement (Domestic) Exhibit 10.2 TRIPADVISOR, INC. OPTION AGREEMENT (Domestic) THIS OPTION AGREEMENT (this “Agreement”), dated as of the grant date specified on the Grant Details referenced below (the “Grant Date”), between TripAdvisor, Inc., a Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Affiliates or Subsidiaries designated on the Grant Details (as defi |
|
| May 6, 2021 |
Offer Letter, dated as of September 14, 2018, between Tripadvisor, LLC and Lindsay Nelson TripAdvisor LLC, 400 1st Avenue, Needham, MA 02494 Exhibit 10.8 September 14, 2018 Lindsay Nelson Dear Lindsay, This offer letter supersedes and replaces the offer letter dated September 14, 2018 from TripAdvisor LLC to you. We are pleased to extend you this offer of employment as President, Core Experience at TripAdvisor LLC (the “Company”), subject to the terms and conditions of employment descr |
|
| May 6, 2021 |
Exhibit 99.2 Q1 2021 Letter to Shareholders This time last year, we were navigating our industry?s darkest days and the future was decidedly uncertain. Today, thanks to expanded availability of vaccinations throughout Q1 2021, the clouds have started to part and our business is in an improved position. The evidence is manifold: ? We saw rising consumer demand on our platform led by the U.S. market |
|
| May 6, 2021 |
Employment Agreement, dated as of March 29, 2021 between Tripadvisor, LLC and Seth Kalvert EX-10.7 7 trip-ex10791.htm EX-10.7 Exhibit 10.7 March 29, 2021 Mr. Seth Kalvert Re: Offer of Employment Dear Seth: This offer letter (“Offer Letter”) sets forth the terms of your continued employment with Tripadvisor LLC (the “Company”) as Senior Vice President, General Counsel and Secretary. This Offer Letter is intended to replace and shall replace the May 19, 2016 Employment Agreement, as amend |
|
| May 6, 2021 |
Form of Restricted Stock Unit Agreement (Domestic) EX-10.4 4 trip-ex10492.htm EX-10.4 Exhibit 10.4 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Domestic) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the grant date specified on the Grant Details referenced below (the “Grant Date”), between TripAdvisor, Inc., a Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Su |
|
| May 6, 2021 |
Form of Restricted Stock Unit Agreement (International) EX-10.5 5 trip-ex10593.htm EX-10.5 Exhibit 10.5 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (International) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the grant date specified on the Grant Details referenced below (the “Grant Date”), between TripAdvisor, Inc., a U.S. Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one |
|
| May 6, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
|
| May 6, 2021 |
Form of Restricted Stock Unit Agreement (French) EX-10.6 6 trip-ex10690.htm EX-10.6 Exhibit 10.6 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (French) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date (as defined herein), between TripAdvisor, Inc., a U.S. Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Subsidiaries or Affiliates designated on the G |
|
| April 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
|
| April 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
|
| March 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2021 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File N |
|
| March 25, 2021 |
EX-4.1 2 trip-ex4132.htm EX-4.1 Exhibit 4.1 TRIPADVISOR, INC. as Issuer, The GUARANTORS party hereto AND u.s. bank national association as Trustee INDENTURE Dated as of March 25, 2021 0.250% Convertible Senior Notes due 2026 ACTIVE 265917391v.6 TABLE OF CONTENTS Page Article 1 Definitions Section 1.01 . Definitions 1 Section 1.02 . References to Interest 14 Article 2 Issue, Description, Execution, |
|
| March 25, 2021 |
Form of Capped Call Confirmation EX-10.1 3 trip-ex10118.htm EX-10.1 EXHIBIT 10.1 To:Tripadvisor, Inc. [ADDRESS] Attention: [Title of contact] Telephone No.: [] Email: [] A/C: [Insert Account Number] From: [Dealer] Re: [Base]1 [Additional]2 Call Option Transaction Ref. No: [Insert Reference Number] Date: [], 2021 Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and condit |
|
| March 24, 2021 |
Exhibit 7(f) to Schedule 13D/A EX-99.7(F) 2 tm2110513d1ex7f.htm EXHIBIT 99.7(F) Exhibit 7(f) STOCK REPURCHASE AGREEMENT This Stock Repurchase Agreement, dated as of March 22, 2021 (this “Agreement”), is entered into by and between Liberty TripAdvisor Holdings, Inc., a Delaware corporation (the “Company”), and Certares LTRIP LLC (the “Investor”). WHEREAS, Investor and the Company are parties to the Investment Agreement, dated as |
|
| March 24, 2021 |
ASSISTANT SECRETARY’S CERTIFICATE (Liberty TripAdvisor Holdings, Inc.) EX-99.7(G) 3 tm2110513d1ex7g.htm EXHIBIT 99.7(G) Exhibit 7(g) ASSISTANT SECRETARY’S CERTIFICATE (Liberty TripAdvisor Holdings, Inc.) I, Ruth M. Huff, Assistant Secretary of Liberty TripAdvisor Holdings, Inc. (the “Corporation”), do hereby certify as follows: Each of Renee L. Wilm, Craig Troyer, Brittany A. Uthoff and Katherine C. Jewell has been and is now a duly elected and qualified Chief Legal |
|
| March 24, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 4) Under the Securities Exchange Act of 1934 Tripadvisor, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 896945201 (CUSIP Number) Renee L. Wilm, Esq. Chief Legal Officer / Chief Administrative Officer Liberty TripAdvisor Holdings, Inc. 12300 Liberty Boulevard Engle |
|
| February 19, 2021 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant DOMESTIC Entity Jurisdiction of Formation TripAdvisor Holdings, LLC MA TripAdvisor LLC DE FlipKey, Inc. DE TAMG Ventures Co. DE Viator, Inc. DE The Independent Traveler, Inc. NJ TripAdvisor APAC Holdings Corp. DE TripAdvisor GP1 LLC DE TripAdvisor GP2 LLC DE TripAdvisor Finance LLC DE TripAdvisor LP2 LLC DE Restorando, Inc. DE TripAdvisor Securities Corp |
|
| February 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (Exact |
|
| February 18, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2021 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission Fil |
|
| February 18, 2021 |
Exhibit 99.2 Q4 & Full Year 2020 Letter to Shareholders Dear Fellow Shareholders, As challenging as 2020 was for the travel industry, we enter 2021 with optimism due to three main factors. First, the vaccine news since early November has been very positive, and we are encouraged by recent reports highlighting improved vaccine distribution. Second, signals indicate that pent up travel demand contin |
|
| February 18, 2021 |
Tripadvisor Reports Fourth Quarter and Full Year 2020 Financial Results EX-99.1 2 trip-ex9916.htm EX-99.1 Exhibit 99.1 Tripadvisor Reports Fourth Quarter and Full Year 2020 Financial Results NEEDHAM, MA, February 18, 2021 — Tripadvisor, Inc. (NASDAQ: TRIP) today announced financial results for the fourth quarter and full year ended December 31, 2020. “As challenging as 2020 was for the travel industry, we enter 2021 with optimism,” said Chief Executive Officer Steve K |
|
| February 16, 2021 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Trip Advisor, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 896945201 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
|
| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: TripAdvisor Inc. Title of Class of Securities: Common Stock CUSIP Number: 896945201 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Ru |
|
| January 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
|
| December 22, 2020 |
EXHIBIT 10.1 EXECUTION VERSION THIRD AMENDMENT dated as of December 17, 2020 (this “Amendment”), to the CREDIT AGREEMENT dated as of June 26, 2015 (as amended as of May 12, 2017 and May 5, 2020, the “Credit Agreement”), among TRIPADVISOR, INC., TRIPADVISOR HOLDINGS, LLC, TRIPADVISOR LLC, the other BORROWERS party thereto, the LENDERS party thereto (the “Existing Lenders”) and JPMORGAN CHASE BANK, |
|
| December 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2020 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission Fil |
|
| November 5, 2020 |
Tripadvisor Reports Third Quarter 2020 Financial Results EX-99.1 2 trip-ex9916.htm EX-99.1 Exhibit 99.1 Tripadvisor Reports Third Quarter 2020 Financial Results NEEDHAM, MA, November 5, 2020 — Tripadvisor, Inc. (NASDAQ: TRIP) today announced financial results for the third quarter ended September 30, 2020. “Our third quarter results improved versus the second quarter in the midst of what has been an unprecedented period for our industry, and the world,” |
|
| November 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC |
|
| November 5, 2020 |
EX-99.2 3 trip-ex9927.htm EX-99.2 Exhibit 99.2 Q3 2020 Shareholder Letter Dear Fellow Shareholders: Our third quarter results improved versus the second quarter in the midst of what has been an unprecedented period for our industry, and the world. Total revenue recovered to down 65% year-over-year (versus down 86% in the second quarter) and our continued cost discipline drove a narrowed net loss a |
|
| November 5, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File |
|
| August 31, 2020 |
EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of the issuer and further agree that this Agreement be included as an exhibit to such filing. Each party |
|
| August 31, 2020 |
TRIP / TripAdvisor, Inc. / PAR INVESTMENT PARTNERS LP - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Trip Advisor, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 896945201 (CUSIP Number) August 21, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
|
| August 6, 2020 |
Exhibit 99.2 Q2 2020 Shareholder Letter Dear Fellow Shareholders: Our second quarter results reflect the historic impact the COVID-19 pandemic is having on Tripadvisor and the travel industry. In Q2, we posted revenue of $59 million, a $153 million net loss, and a $74 million adjusted EBITDA loss, which was better than our previously disclosed expectations. In late March and throughout April, we s |
|
| August 6, 2020 |
Tripadvisor Reports Second Quarter 2020 Financial Results Exhibit 99.1 Tripadvisor Reports Second Quarter 2020 Financial Results NEEDHAM, MA, August 6, 2020 — Tripadvisor, Inc. (NASDAQ: TRIP) today announced financial results for the second quarter ended June 30, 2020. “Our second quarter results reflect the historic impact the COVID-19 pandemic is having on our business and on the travel industry. Significant year-over-year impacts persist and near-term |
|
| August 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (Ex |
|
| August 6, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2020 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File N |
|
| July 20, 2020 |
July 20, 2020 Via EDGAR Ms. Kathryn Jacobson Senior Staff Accountant Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re:Tripadvisor, Inc. Form 10-K for the Fiscal Year Ended December 31, 2019 Filed February 19, 2020 Form 10-Q for the Quarterly Period Ended March 31, 2020 Filed May 8, 2020 File No. 001-35362 Dear M |
|
| July 17, 2020 |
Joint Filing Agreement dated July 17, 2020 by and among the Reporting Persons. EX-99.1 2 d33792dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stocks of TripAdvisor, Inc., and that this agreement be included as an |
|
| July 17, 2020 |
TRIP / TripAdvisor, Inc. / CTRIP COM INTERNATIONAL LTD - SCHEDULE 13D Activist Investment SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* TripAdvisor, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 896945201 (CUSIP Number) Cindy Xiaofan Wang, Chief Financial Officer Trip.com Group Limited 968 Jin Zhong Road Shanghai 200335 People’s Republic of C |
|
| July 17, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2020 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
|
| July 9, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2020 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Num |
|
| July 9, 2020 |
Exhibit 4.1 TRIPADVISOR, INC., the GUARANTORS party hereto from time to time AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 7.000% Senior Notes due 2025 INDENTURE Dated as of July 9, 2020 Table of Contents Page Article I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1. Definitions1 Section 1.2. Other Definitions48 Section 1.3. No Incorporation by Reference of Trust Indenture Act50 S |
|
| June 22, 2020 |
Tripadvisor Provides Second Quarter 2020 Financial Update Exhibit 99.1 Tripadvisor Provides Second Quarter 2020 Financial Update NEEDHAM, Mass., June 22, 2020 /PRNewswire/ - In light of the extraordinary circumstances related to the COVID-19 pandemic, Tripadvisor, Inc. (NASDAQ: TRIP) (“Tripadvisor” or the “Company”) provided a business update regarding its (1) business trends, (2) expense management, (3) Adjusted EBITDA expectations, and (4) liquidity. T |
|
| June 22, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2020 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
|
| June 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2020 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Num |
|
| May 8, 2020 |
Form of Option Agreement (Domestic) Exhibit 10.1 TRIPADVISOR, INC. OPTION AGREEMENT (Domestic) THIS OPTION AGREEMENT (this “Agreement”), dated as of the grant date specified on the Grant Details referenced below (the “Grant Date”), between TripAdvisor, Inc., a Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Affiliates or Subsidiaries designated on the Grant Details (as defi |
|
| May 8, 2020 |
Form of Restricted Stock Unit Agreement (French) Exhibit 10.5 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (French) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date (as defined herein), between TripAdvisor, Inc., a U.S. Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Subsidiaries or Affiliates designated on the Grant Details (as defined below) (th |
|
| May 8, 2020 |
Exhibit 10.9 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into by and between Ernst Teunissen (“Executive”) and Tripadvisor, LLC, a Delaware limited liability company (the “Company”), and is effective as of May 8, 2020 (the “Effective Date”). WHEREAS, the Company and the Executive previously entered into an Employment Agreement eff |
|
| May 8, 2020 |
Form of Restricted Stock Unit Agreement (Market-Based) (Domestic) Exhibit 10.6 TRIPADVISOR, INC. MARKET-BASED RESTRICTED STOCK UNIT AGREEMENT (TSR - Based) THIS MARKET-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the grant date specified on the Grant Details referenced below (the “Grant Date”), between TripAdvisor, Inc., a Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Subsidia |
|
| May 8, 2020 |
Form of Restricted Stock Unit Agreement (Domestic) Exhibit 10.3 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (Domestic) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the grant date specified on the Grant Details referenced below (the “Grant Date”), between TripAdvisor, Inc., a Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Subsidiaries or Affiliates designated |
|
| May 8, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (E |
|
| May 8, 2020 |
Form of Restricted Stock Unit Agreement (International) Exhibit 10.4 TRIPADVISOR, INC. RESTRICTED STOCK UNIT AGREEMENT (International) THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the grant date specified on the Grant Details referenced below (the “Grant Date”), between TripAdvisor, Inc., a U.S. Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Subsidiaries or Affiliates |
|
| May 8, 2020 |
Form of Restricted Stock Unit Agreement (Market-Based) (French) Exhibit 10.7 TRIPADVISOR, INC. MARKET-BASED RESTRICTED STOCK UNIT AGREEMENT (TSR - Based) THIS MARKET-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date (as defined herein), between TripAdvisor, Inc., a U.S. Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Subsidiaries or Affiliates designated on the Grant |
|
| May 8, 2020 |
Form of Option Agreement (International) Exhibit 10.2 TRIPADVISOR, INC. OPTION AGREEMENT (International) THIS OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified on the Grant Details referenced below (the “Grant Date”), between TripAdvisor, Inc., a Delaware corporation (the “Company”), and the employee, director or consultant of the Company or one of its Affiliates or Subsidiaries designated on the Grant Details (as |
|
| May 7, 2020 |
Exhibit 10.1 EXECUTION VERSION SECOND AMENDMENT dated as of May 5, 2020 (this “Amendment”), to the CREDIT AGREEMENT dated as of June 26, 2015 (as amended as of May 12, 2017, the “Credit Agreement”), among TRIPADVISOR, INC., TRIPADVISOR HOLDINGS, LLC, TRIPADVISOR LLC, the other BORROWERS party thereto, the LENDERS party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and J.P. MORGAN EU |
|
| May 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2020 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
|
| May 7, 2020 |
Exhibit 99.2 Q1 2020 Shareholder Letter Dear Fellow Shareholders: We hope you are all safe and healthy. We want to extend a heartfelt thank you to all the front-line workers who are making heroic sacrifices day-in and day-out. In these challenging times, we have been doing all that we can to ensure our employees' safety. Since late March, our employees have taken on the challenge of working remote |
|
| May 7, 2020 |
Tripadvisor Reports First Quarter 2020 Financial Results EX-99.1 3 trip-ex9917.htm EX-99.1 Exhibit 99.1 Tripadvisor Reports First Quarter 2020 Financial Results NEEDHAM, MA, May 7, 2020 — Tripadvisor, Inc. (NASDAQ: TRIP) today announced financial results for the first quarter ended March 31, 2020. “These are unprecedented times. Government actions in response to the COVID-19 pandemic, including travel bans, shelter-in-place orders and requirements for p |
|
| April 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
|
| April 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
|
| March 31, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2020 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File N |
|
| March 18, 2020 |
Exhibit 99.1 Tripadvisor Withdraws Full-Year 2020 Financial Outlook as a Result of Increased Impacts from the COVID-19 Outbreak NEEDHAM, Mass., March 18, 2020 - Tripadvisor, Inc. (NASDAQ: TRIP) announced today that it is withdrawing its 2020 outlook provided in its Shareholder Letter on February 12, 2020 and discussed on its fourth quarter 2019 earnings call on February 13, 2020 due to increased i |
|
| March 18, 2020 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2020 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File N |
|
| March 16, 2020 |
TRIP / TripAdvisor, Inc. / Liberty TripAdvisor Holdings, Inc. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 3) Under the Securities Exchange Act of 1934 Tripadvisor, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 896945201 (CUSIP Number) Renee L. Wilm, Esq. Chief Legal Officer Liberty TripAdvisor Holdings, Inc. 12300 Liberty Boulevard Englewood, CO 80112 (720) 875-5200 ( |
|
| February 19, 2020 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant DOMESTIC Entity Jurisdiction of Formation TripAdvisor Holdings, LLC MA TripAdvisor LLC DE FlipKey, Inc. DE Oyster Travel Corporation DE Smarter Travel Media LLC NV Jetsetter, Inc. DE Viator, Inc. DE The Independent Traveler, Inc. NJ TripAdvisor APAC Holdings Corp. DE TripAdvisor GP1 LLC DE TripAdvisor GP2 LLC DE TripAdvisor Finance LLC DE TripAdvisor LP2 |
|
| February 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35362 TRIPADVISOR, INC. (Exact |
|
| February 19, 2020 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of common stock The following summary of Tripadvisor, Inc.’s common stock does not purport to be complete and is subject to our restated certificate of incorporation, our amended and restated bylaws and the provisions of applicable law. Copies of our restated |
|
| February 12, 2020 |
TRIP / TripAdvisor, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: TripAdvisor Inc Title of Class of Securities: Common Stock CUSIP Number: 896945201 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rul |
|
| February 12, 2020 |
Tripadvisor Reports Fourth Quarter and Full Year 2019 Financial Results Exhibit 99.1 Tripadvisor Reports Fourth Quarter and Full Year 2019 Financial Results NEEDHAM, MA, February 12, 2020 — Tripadvisor, Inc. (NASDAQ: TRIP) today announced financial results for the fourth quarter and full year ended December 31, 2019. “As previewed last quarter, we have taken action in a number of important areas.” said Chief Executive Officer Steve Kaufer. “We grew revenue outside our |
|
| February 12, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2020 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission Fil |
|
| February 12, 2020 |
EX-99.2 3 trip-ex992253.htm EX-99.2 Exhibit 99.2 Q4 and Full-Year 2019 Shareholder Letter Dear Fellow Shareholders: Challenging 2019 hotel auction trends persisted in Q4, though our financial results were in line with our lowered expectations. As we outlined in November, we took action in our three important focus areas. Specifically, we: 1) Continued to focus on driving revenue growth outside of |
|
| January 28, 2020 |
TRIP / TripAdvisor, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* TRIPADVISOR, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 896945201 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
|
| January 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2020 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File |
|
| December 17, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2019 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission Fil |
|
| December 9, 2019 |
TRIP / TripAdvisor, Inc. / Jackson Square Partners, LLC - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* TripAdvisor, Inc. (Name of Issuer) Common (Title of Class of Securities) 896945201 (CUSIP Number) 11/30/2019 (Date of Event Which Requires |
|
| November 20, 2019 |
TRIP / TripAdvisor, Inc. / Liberty TripAdvisor Holdings, Inc. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2) Under the Securities Exchange Act of 1934 TripAdvisor, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 896945201 (CUSIP Number) Renee L. Wilm, Esq. Chief Legal Officer Liberty TripAdvisor Holdings, Inc. 12300 Liberty Boulevard Englewood, CO 80112 (720) 875-5200 ( |
|
| November 6, 2019 |
Exhibit 99.2 TripAdvisor, Inc. Q3 2019 Prepared Remarks (All comparisons are against the same period of the prior year, unless otherwise noted; some calculations may not foot due to rounding) We are dissatisfied with our Q3 results, which are particularly frustrating considering we entered 2019 with such great momentum built on strong profit growth, improving auction trends, and a return to sustai |
|
| November 6, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2019 TRIPADVISOR, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35362 80-0743202 (State or Other Jurisdiction of Incorporation) (Commission File |
|
| November 6, 2019 |
TripAdvisor and Trip.Com Group Announce Strategic Partnership Exhibit 99.3 TripAdvisor and Trip.Com Group Announce Strategic Partnership NEEDHAM, Mass. and SHANGHAI – Nov. 6, 2019 – Trip.com Group Limited (Nasdaq: TCOM) (“Trip.com Group”, formerly known as Ctrip.com International Ltd. (Nasdaq: CTRP)) and TripAdvisor, Inc. (Nasdaq: TRIP) (“TripAdvisor”) today announced a strategic partnership to expand global cooperation, including a joint venture, global con |
