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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Entry Into a Definitive Material Agreement. On June 14, 2026, TripAdvisor, Inc., a Nevada corporation (the “ Company ”), entered into a put option agreement (the “ Put Option Agreement ”) with American Express Travel Related Services Company, Inc., a New York corporation (“ Buyer ”). Pursuant to the Put Option Agreement, Buyer provided an irrevocable commitment to acquire (the “ Put Option ”) the legal entities comprising the Company’s online restaurant reservation and management platform in…
of this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing. Cautions Concerning Forward-Looking Statements Certain statements included in this Curre…
Results of Operations and Financial Condition. On May 7, 2026, Tripadvisor, Inc. issued a press release announcing its preliminary financial results for the quarter ended March 31, 2026. The full text of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Pursuant to General Instruction B.2. to Form 8-K, the information set forth in Items 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amen…
Regulation FD Disclosure. On April 6, 2026, Tripadvisor, Inc. (the “Company”) issued a press release regarding its 0.25% Convertible Senior Notes due 2026 (“2026 Senior Notes”). A copy of the press release is attached hereto as Exhibit 99.1. Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Tripadvisor, Inc., a Nevada corporation (the “Company”), and Seth Kalvert have agreed that Mr. Kalvert will leave his position as Chief Legal Officer and Secretary of the Company effective May 1, 2026. Mr. Kalvert’s departure will be treated as a Qualifying Termination for purposes of the Company’s Amended and Restated Executive Severance Plan and…
Entry Into a Material Definitive Agreement. On March 22, 2026, Tripadvisor, Inc, (the “ Company ”) entered into a cooperation agreement (the “ Agreement ”) with Starboard Value LP and certain of its affiliates (collectively, “ Starboard ”). Pursuant to the Agreement, the Company agreed (i) to increase the size of the Board of Directors of the Company (the “ Board ”) from eight to ten; (ii) to appoint each of Andrew F. Cates and Dhiren R. Fonseca (the “ New Appointees ”) as directors of the Co…
by reference. On March 22, 2026, the Board appointed Dhiren Fonseca and Andrew F. Cates to the Board. Mr. Cates has been appointed to the Nominating and Corporate Governance Committee and Mr. Fonseca has been appointed to the Compensation and Section 16 Committee. Dhiren R. Fonseca, age 61, has served as Executive Chairman of Rent the Runway, Inc. (NASDAQ: RENT), an American e-commerce platform, since October 2025. Additionally, Mr. Fonseca has served as an Advisor to each of TPG Global, LLC,…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 18, 2026, Greg B. Maffei, Chair of the Board of Directors (the “Board”) of Tripadvisor, Inc., a Nevada corporation (the “Company”), and Albert E. Rosenthaler, a member of the Board, notified the Company and the Board that they will not stand for re-election at the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). T…
Results of Operations and Financial Condition. On February 12, 2026, Tripadvisor, Inc. issued a press release announcing its preliminary financial results for the quarter and year ended December 31, 2025. The full text of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Pursuant to General Instruction B.2. to Form 8-K, the information set forth in Items 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Ac…
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