TripAdvisor reported a $313.1 million net loss for the three months ended Sep 30, 2026.

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For the quarterly period ended June September 30, 2026

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Outstanding Shares at July October 30, 2026

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For the Quarter Ended June September 30, 2026

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Unaudited Condensed Consolidated Financial Statements 344 changes

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Personnel (including stock-based compensation of $ 16.8 , $ 26.2 , $ 35.3 and $ 51.5 , respectively)

Personnel (including stock-based compensation of $ 15.3 , $ 25.7 , $ 50.5 and $ 77.1 , respectively)

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Impairment of goodwill (Note 6)

Restructuring and other related reorganization costs (Note 6) 7)

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(Provision) benefit for income taxes (Note 8) 9)

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Net income (loss) per share attributable to common stockholders from continuing operations (Note 12): 13):

Net income (loss) per share attributable to common stockholders from discontinued operations (Note 12): 13):

Net income (loss) per share attributable to common stockholders (Note 12): 13):

Weighted average common shares outstanding (Note 12): 13):

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Accounts receivable, net of allowance for expected credit losses of $ 14.1 16.4 and $ 15.4 , respectively (Note 5)

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Property and equipment, net of accumulated depreciation of $ 564.1 582.3 and $ 537.7 , respectively

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Intangible assets, net of accumulated amortization of $ 120.7 121.2 and $ 119.6 , respectively

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Current portion of debt (Note 7) 8)

Income taxes payable (Note 8) 9)

Accrued expenses and other current liabilities (Note 6) 7)

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Long-term debt (Note 7) 8)

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Commitments and contingencies (Note 9) 10)

Stockholders' equity: (Note 11) 12)

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Shares issued: 123,213,743 123,890,657 and 120,577,305 , respectively

Shares outstanding: 117,108,481 117,785,395 and 114,472,043 , respectively

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Retained earnings (accumulated deficit)

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Treasury stock-common stock, at cost, 6,105,262 and 6,105,262 shares, respectively ( 90.2 89.6 ( 90.2

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Balance as of March 31, 2026

Three months ended June September 30, 2026

Balance as of June 30, 2026

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Refund of excise tax from repurchase of common stock related to Merger (Note 1) (Note 12)

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Six months ended June 30, 2026

Balance as of June September 30, 2026

Nine months ended September 30, 2026

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Refund of excise tax from repurchase of common stock related to Merger (Note 1) (Note 12)

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Balance as of June September 30, 2026

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Balance as of March 31, 2025

Three months ended June September 30, 2025

Balance as of June 30, 2025

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Repurchase of common stock related to Merger, net of issuance of common stock as Merger consideration (Note 1) (Note 11)

Retirement of treasury shares (Note 11)

Repurchase of common stock under share repurchase program (Note 11)

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Balance as of June September 30, 2025

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Six months ended June 30, 2025

Nine months ended September 30, 2025

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Repurchase of common stock related to Merger, net of issuance of common stock as Merger consideration (Note 1) (Note 11) 12)

Retirement of treasury shares (Note 11) 12)

Repurchase of common stock under share repurchase program (Note 11) 12)

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Balance as of June September 30, 2025

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Six months ended June 30,

Nine months ended September 30,

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Less: Net income (loss) from discontinued operations, net of tax ( 2.2 ( 8.7 4.2

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Deferred income tax expense (benefit) (Note 9)

Impairment of goodwill (Note 6)

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Net cash provided by (used in) operating activities - discontinued operations ( 1.2

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Capital expenditures, including capitalized website development ( 22.5 31.8 ( 34.3 48.2

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Net cash provided by (used in) investing activities - continuing operations ( 22.5 31.8 ( 36.5 50.4

Net cash provided by (used in) investing activities - discontinued operations ( 10.7 15.7 ( 9.6 14.9

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Proceeds from the issuance of Term Loan B Facility, net of financing costs (Note 7) 8)

Repayment of 2026 Senior Notes (Note 7) 8)

Principal payments on Term Loan B Facility (Note 7) 8)

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Repurchase of common stock under the share repurchase program (Note 11) 12)

Payment of withholding taxes on net share settlements of equity awards ( 5.9 7.2 ( 10.1 13.0

Payments of finance lease obligation and other financing activities, net ( 7.8 ( 5.6

Net cash provided by (used in) financing activities - continuing operations ( 359.1 366.4 ( 127.6 134.3

Net cash provided by (used in) financing activities - discontinued operations ( 1.6 ( 1.9 2.4

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Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 7.4 5.4

Net increase (decrease) in cash, cash equivalents and restricted cash ( 139.8 284.8

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

The Company's strategy is focused on growing and scaling its Experiences marketplace, which we believe represents an attractive long-term value creation opportunity, while optimizing our legacy offerings within the Hotels and Other segment for profitability. As part of its Experiences strategy, on June 14, 2026, the Company entered into a put option agreement for the sale of TheFork. As a result, during the second quarter of 2026, TheFork business has been was reclassified as a discontinued operation and is no longer a reportable segment within continuing operations. On August 1, 2026, the Company delivered notice of exercise of the put option agreement, and effective November 1, 2026, the Company consummated the sale of TheFork. Refer to the section below titled " Pending Sale of TheFork " for further discussion.

The Experiences segment includes Viator, a pure-play, experiences online travel agency ("OTA"), offering a two-sided global marketplace for tours, activities, and attractions; it also includes Tripadvisor's Tripadvisor and third party points-of-sale for experiences. Viator's global online marketplace focus is merchandising merchandises bookable experiences to travelers that typically have relatively higher purchase intent either pre-destination or in-destination. Tripadvisor is an online global travel guidance platform that also merchandises experiences to its audience, which more commonly serves travelers in the discovery and planning phases. Both brands leverage Viator's centralized supply platform that supports operator onboarding, operator inventory management, bookings, payments, fraud prevention, and customer support. In addition, to its owned and operated platforms (Viator and Tripadvisor), the Company also syndicates its experiences supply to other third-party endemic and non-endemic demand partners. The Hotels and Other segment primarily consists of the Tripadvisor hotel and restaurant guidance platform, which includes hotel metasearch, and related advertising offerings primarily for hotels and restaurants. TheFork operates as a leading online restaurant reservation and dining management platform, enabling diners to discover and book reservations in more than 50,000 restaurants across 11 European countries as of December 31, 2025.

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Pending Sale of TheFork

On April 29, 2025, the Merger between the Company and LTRIP closed. The Merger was accounted for as a repurchase of the Company's common stock previously held by LTRIP. The amount allocated to treasury stock totaled $ 436.5 million, consisting of: (i) aggregate cash paid of $ 410.7 million (including $ 19.1 million of direct expenses and fees associated with the repurchase) and common stock consideration paid ( 3,037,959 validly issued, fully paid and non-assessable shares of the Company's common stock, with a fair value of approximately $ 38.9 million); partially offset by (ii) $ 13.1 million in LTRIP net operating loss carryforwards, tax effected, retained by the Company, which was recorded as an asset to deferred income taxes, net on our unaudited condensed consolidated balance sheet during the second quarter of 2025. Prior to the closing of the Merger, on March 20, 2025, the Company provided a loan to LTRIP (the "Loan Agreement" ) for $ 326.7 million to enable LTRIP to repurchase or settle certain of LTRIP's outstanding debt prior to the close of the Merger, which was recorded to "stockholder note receivable - related party" as a reduction to stockholders' equity on our unaudited condensed consolidated balance sheet as of March 31, 2025. Upon the closing of the Merger, the loan balance was included in the aggregate transaction price and, therefore, no longer payable to the Company by LTRIP. Refer to "Note 1: Organization and Business Description ", in the notes to the consolidated financial statements in Item 8 of our 2025 Annual Report for further discussion of the Merger transaction and "Note 11: 12: Stockholders' Equity " below for further information regarding the repurchase and subsequent retirement of the Company's common stock repurchased in this transaction.

On June 14, 2026, the Company entered into a put option agreement (the "Put Option Agreement") with American Express Travel Related Services Company, Inc. ("American Express") Travel") to sell TheFork, its the legal entities comprising the Company's online restaurant reservation and management platform in Europe known as "TheFork" (the "Business ") for $ 700.0 million in cash, subject to certain adjustments. Pursuant to the Put Option Agreement, American Express Travel provided an irrevocable commitment to acquire TheFork. On August 1, 2026, following the completion of the required consultation process with the relevant French Works Council, on July 30, 2026, the Company exercised the put option. On August 2, 2026, the Company entered into an Equity Purchase Agreement with American Express Travel to sell TheFork. On November 1, 2026, the closing Company consummated the sale of the transaction remains subject Business to certain customary American Express pursuant to the Equity Purchase Agreement. The total net cash consideration received at closing conditions, was approximately $ 741.0 million, reflecting customary adjustments to the purchase price, including regulatory approvals. closing working capital, cash, and indebtedness, and net of transaction related expenses paid at closing. The Company anticipates recognizing an estimated gain on sale of TheFork is expected to be completed by approximately $ 487.0 million during the end fourth quarter of 2026. However, the final net cash consideration and gain on sale amounts may differ materially, as these amounts remain subject to change based on final adjustments according to the terms of the Equity Purchase Agreement.

Upon execution of the Put Option Agreement, the assets and liabilities of the TheFork business met the accounting requirements to be classified as held for sale. In addition, the accounting requirements for reporting the TheFork business as a discontinued operation were also satisfied as the transaction constitutes a strategic shift that will have a major effect on the Company's operations and financial results. We analyzed the quantitative and qualitative factors relevant to the pending divestiture of TheFork business and determined that those factors for discontinued operations presentation have been were met. As such, the financial results of the TheFork business are classified as discontinued operations in the unaudited condensed consolidated financial statements for all periods presented. Unless otherwise noted, all amounts, percentages, and any discussion in this Quarterly Report on Form 10-Q reflect the results from continuing operations, except for the unaudited condensed consolidated statements of comprehensive income and unaudited condensed consolidated statements of stockholders' equity, which are presented on a combined continuing and discontinued operations basis. Refer to Note 3: " Discontinued Operations " for further information. Furthermore, upon classification of TheFork business as a discontinued operations, operation, the Company determined that TheFork is no longer a reportable segment. The Company will continue continued to own and operate the TheFork business until the closing of the transaction resulting in the sale of TheFork. The Company's continuing operations now consist of two reportable segments: (1) Experiences, and (2) Hotels and Other. All prior period segment disclosure information has been recast to conform to the current reporting structure. Refer to "Note 13: 14: Segment Information " for further information.

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

At Concurrently with the closing consummation of the transaction on November 1, 2026, the Company will enter and American Express entered into a Transition Services Agreement ("TSA"), with American Express Travel pursuant to which the Company agreed to provide certain transition services and access to services available through the Company's existing licensing agreements for a defined maximum period of up to 12 months, depending on the service to be provided, in order to facilitate the transition. The services to be provided by the Company under the TSA are considered usual and customary and includ e finance, information technology, human resources and certain other administrative services.

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

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We use estimates and assumptions in the preparation of our unaudited condensed consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our unaudited condensed consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our unaudited condensed consolidated financial statements are within include: (i) recoverability of goodwill of our Hotels and Other reporting unit; and (ii) accounting for income taxes. Refer to "Note 8: 6: Goodwill " and "Note 9: Income Taxes " for information regarding the significant judgments required in our Hotels and Other reporting unit goodwill impairment analysis during the third quarter of 2026 and significant income tax estimates, respectively .

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

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The operating results of the discontinued operations only reflect revenues and expenses that are directly attributable to TheFork business that are no longer included in continuing operations. Certain shared costs, primarily personnel costs, previously allocated to the TheFork reportable segment, do not qualify for discontinued operations accounting classification and are reported within continuing operations for all periods presented (or "stranded costs"). These costs are included in general and administrative expenses on our unaudited condensed consolidated statements of operations, and are $ 1.0 0.9 million and $ 2.2 3.1 million for the three and six nine months ended June September 30, 2026, respectively, and $ 1.0 0.9 million and $ 1.8 2.7 million for the three and six nine months ended June September 30, 2025, respectively.

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Personnel (including stock-based compensation of $ 2.3 , $ 2.9 , $ 4.6 and $ 5.6 , respectively)

Personnel (including stock-based compensation of $ 2.2 , $ 2.8 , $ 6.8 and $ 8.5 , respectively)

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Income (loss) from discontinued operations before income taxes ( 7.7 0.3 (Provision) benefit for income taxes ( 4.8 9.6 ( 2.5 2.9 ( 4.4 14.0 ( 1.0 3.9

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Accounts receivable, net of allowance for expected credit losses of $ 15.2 16.9 and $ 12.0 , respectively

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and 264 more changes in the filing

Unregistered sales of stock 2 changes

During the quarter ended June September 30, 2026, we did not issue or sell any shares of our common stock or other equity securities pursuant to unregistered transactions in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended.

During the quarter ended June September 30, 2026, we did not repurchase any shares of our common stock under our existing share repurchase program. As of June September 30, 2026, we had $110.0 million remaining available to repurchase shares of our common stock under our existing authorized share repurchase program.

Other information 5 changes

During the second third quarter of 2026, none of the Company's directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) .

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Amended and Restated Non-Employee Director Deferred Compensation Plan

Put Option Equity Purchase Agreement, dated as of June 14, August 2, 2026, by and between Tripadvisor, Inc., Tripadvisor UK Holdco Limited, LF Holdings (France) SAS, and American Express Travel Related Services Company, Inc. (including the form of Equity Purchase Agreement attached as Schedule A thereto).

Form of Restricted Stock Agreement (Non-Employee Directors)

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*Schedules and certain sub-exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally supplemental copies of any omitted schedules or sub-exhibits to the SEC upon request.

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