Tripadvisor sells TheFork for $700 million

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On November 1, 2026, Tripadvisor, Inc., a Nevada corporation (the " Company "), consummated the sale of the legal entities comprising the Company's online restaurant reservation and management platform in Europe known as "TheFork" (the " Business ") to American Express Travel Related Services Company, Inc., a New York corporation (" Buyer "), pursuant to the Equity Purchase Agreement entered into on August 2, 2026 (the " Equity Purchase Agreement ").

Under the terms of the Equity Purchase Agreement, Buyer acquired the Business for $700 million, subject to certain adjustments, in an all-cash transaction¹ (the " Transaction "). Concurrently with the consummation of the Transaction, the Company and Buyer entered into a Transition Services Agreement dated as of November 1, 2026, pursuant to which the Company agreed to provide certain services to the Buyer for a period of 12 months unless otherwise specified therein², in order to facilitate a smooth transition of the Business.

The foregoing description of the Equity Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 3, 2026 and is incorporated herein by reference.

The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K.

The Company expects to discuss the Transaction in its third quarter 2026 earnings call scheduled for November 5, 2026³.

Cautions Concerning Forward-Looking Statements⁴

Certain statements included in this Current Report on Form 8-K constitute "forward-looking statements" within the meaning of federal securities laws. These forward-looking statements are based on current expectations and assumptions that involve risks and uncertainties on information available to the Company as

Item 9.01.

Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma condensed consolidated financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Form 8-K no later than November 5, 2026⁵.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TRIPADVISOR, INC.

Date: November 2, 2026

By:

/s/ Michael Noonan

Michael Noonan

Chief Financial Officer