TRIP 10-K & 10-Q changes, risk factors and insider trading

Success of strategic initiatives, investments and acquisitions, including integration; and Financial risks including increased debt levels and stock price volatility.volatility;

We rely on internet search engines, metasearch engines and application marketplaces to drive traffic to our platform, certain providers of which offer products and services that compete directly with ours. If we are unable to drive traffic cost-effectively, traffic to our platform could decline and our business would be negatively affected. The number of consumers we attract to our platform is due in large part to how and where information from, and links to, our platform are displayed on search engine results pages, or SERPs, and search aggregators, or metasearch engines. The display, including rankings, of search results can be affected by a number of factors, many of which are not in our control. Search engines (including travel metasearch engines) frequently change the logic that determines the placement and display of the results of a user’s search, such that the purchased or algorithmic placement of links to our platform can be negatively affected. A search engine could alter its search algorithms or results causing our websites to place lower in search query results. For example, Google, a partner and significant source of traffic to our platform, frequently promotes its own competing products in its search results, which has negatively impacted placement of references to our company and our platform on the SERP. We believe that our Hotels and Other segment will continue to be impacted by these challenges and others, including AI overviews displacing top-ranked links, which can reduce click-through rates, and a broader shift towards non-traditional search platforms. If a major search engine changes its algorithms in a manner that negatively affects the search engine ranking of our websites or those of our travel partners, or if competitive dynamics impact the cost or effectiveness of Searchsearch Engineengine Optimizationoptimization (“SEO”) or Searchsearch Engineengine Marketingmarketing (“SEM”) in a negative manner, our business and financial performance would be adversely affected. Furthermore, our failure to successfully manage our SEO and SEM strategies and/or other traffic acquisition strategies could result in a substantial decrease in traffic to our platform, as well as increased costs to the extent we replace free traffic with paid traffic.

We also rely on application marketplaces, or app stores such as Apple’s App Store and Google’s Play, to drive downloads of our apps. In the future, Apple, Google or other marketplace operators may make changes that make access to our products more difficult or may limit our access to information that would restrict our ability to provide the best user experience. For example, Google’s online travel offerings have continued to grow rapidly by linking travel search services to its dominant search functionality through flight, hotel and alternative accommodationsaccommodation meta-search products. Our apps may receive unfavorable treatment compared to the promotion and placement of competing apps, such as the order in which they appear within marketplaces. In addition, the app stores, including Apple,stores continue to issue privacy enhancing policies including requirements on developers to provide enhanced descriptions regarding their data handling practices and enhanced permission requirements for in-app tracking. These policies may negatively impact the effectiveness of our data tracking capabilities. Similarly, if problems arise in our relationships with providers of application marketplaces, traffic to our platform and our user growth could be harmed.

Click-based advertising revenue accounts for the majority of our advertising revenue. Our pricing for click-based advertising depends, in part, on competition between advertisers. If our large advertisers become less competitive with each other, merge with each other or with our competitors, focus more on cost-per-click, or CPC, profit than on traffic volume, or are able to reduce CPCs,CPC rates, this could have an adverse impact on our advertising revenue which would, in turn, have an adverse effect on our business, financial condition and results of operations.

We rely on a relatively small number of significant travel partners and any reduction in spending by or loss of these partners could seriously harm our business. For the yearyears ended December 31, 2025 and 2024, Booking (and its subsidiaries) accounted for 10% or more of our consolidated revenue, and together with Expedia (and its subsidiaries), our two most significant travel partners, Expedia and Booking (and their subsidiaries), accounted for aapproximately combined21% 22%and 22%, respectively, of totalour consolidated revenue, with mostnearly all of this revenue recorded within our BrandHotels Tripadvisorand Other segment. If any of our significant travel partners were to cease or significantly curtail advertising on our platform, we could experience a rapid decline in our revenue over a relatively short period of time which would have a material impact on our business. Similarly, if we are unable to identify or expand our relationships with new or existing travel partners, it could harm our ability to attract and engage visitors on our platform.

Weak economic conditions, including those that cause declines or disruptions in the travel industry or reduce consumer discretionary spending have, in the past, had a material adverse impact on the Company’s business and financial performance and could havehave, in the future, a material adverse impact on our businesses, financial performance and the market price of our common stock. Our business and financial performance are affected by the health of the worldwide travel industry, including macroeconomic conditions and events beyond our control. Events beyond our control, such as macroeconomic factors (including tightening of credit markets, elevated levels of inflation, changes in trade policy including the imposition of new or increased tariffs, and declines in consumer confidence), health concerns (including epidemics or pandemics), unusual or extreme weather or natural disasters, travel-related health and safety concerns, restrictions related to travel, trade or immigration policies, regional hostilities or instability,instability wars,(including terrorism,wars and acts of terror), sources of political uncertainty, foreign policy changes, regional hostilities, natural disasters, imposition of taxes or surcharges by regulatory authorities, significant increases in energy costs, labor unrest or travel-related accidents, can disrupt travel globally or otherwise result in declines in travel demand. For example, recent conflicts between Ukraine and Russia and Israel and Hamas have impacted travel to those regions and the surrounding regions.

Sales of travel and/or leisure products tend to decline or grow more slowly during economic downturns and times of inflation when consumers engage in less discretionary spending, are concerned about unemployment or economic weakness, have reduced access to credit or experience other concerns that reduce their ability or willingness to travel. In addition, the uncertainty of macroeconomic factors and their impact on consumer behavior makes it more difficult to forecast industry and consumer trends, which in turn has in the past and could in the future adversely affect our ability to effectively manage our business. Leisure travel, which accounts for a substantial majority of our current business, is particularly dependent on discretionary consumer spending levels. For example, the United States and other countries have continued to experience elevated inflation which has created economic uncertainty and has impacted and may impact consumer demand in the travel industry. Economic downturn and adverse market conditions may also negatively impact our partners, our partners’ access to capital, cost of capital and ability to meet liquidity needs. These challenges faced in a prolonged economic downturn or deterioration in the travel industry could adversely impact our business, financial performance and share price. The extent and duration of such impacts remain largely uncertain and dependent on future developments that cannot be accurately predicted at this time.

We operate in a competitive global environment and our failure to compete effectively could reduce our market share and harm our financial performance. We compete with different types of companies in the various markets and geographies where we operate, including large and small companies in the travel and leisure space as well as broader service providers. We face competition for content, consumers, advertisers, online travel search and price comparison services and online reservations. We compete globally with both online and offline, established and emerging, providers of travel, lodging, experiences and restaurant reservationreservations and related services. Additionally, there are well-capitalized competitors in the experiences marketplace who have established superior mobile infrastructure, localized supplier relationships, and real-time operational technology in high-growth regions, particularly in Europe and Asia Pacific. These specialized experiences competitors have developed “last-mile” digital tools, such as real-time QR code redemption, instant traveler-operator messaging, and automated timeslot management, that facilitate bookings close to the trip or in-destination. Current and new competitors can launch new services at a relatively low cost. More specifically:

Online search, social media, travel influencers, and marketplace platforms for advertising spend, such as Google, Facebook, X, Pinterest, and Snap;

Artificial intelligence ("AI") driven travel curators, such as Travel Plan AI, Aitinerary, Wonderplan, Roam Around and similar websites;

In addition, Google and other large, established companies with substantial resources and expertise have launched travel or travel-related search, metasearch and/or reservation booking services and may create additional inroads into online travel. Many of our competitors continue to expand their voice and AI capabilities, which may provide them with a competitive advantage in travel. If specialized competitors leverage superior AI-driven personalization, semantic search, or more effective localized loyalty programs to capture tech-savvy Gen Z and Millennial travelers, our market share and revenue in the Experiences segment may be adversely affected.

The markets in which we operate are characterized by rapidly changing technology, evolving industry standards, frequent new service announcements and enhancements, and changing consumer demands and preferences. Our future success will also depend on our ability to adapt to emerging technologies such as tokenization; chatbot; new authentication technologies, such as biometrics, distributed ledger and blockchain technologies; new and emerging payment methods, such as Alipay, Paytm and WeChat Pay; AI; virtual and augmented reality; and cloud technologies. For example, we incorporate AI in certain of our operations. In July 2023, we launched an AI-powered travel itinerary generator which creates personalized travel itineraries using OpenAI’s generative AI technology. AI-generated content and recommendations may contain errors, biases, “hallucinations” (fabrication of facts), or inappropriate content that could damage our brand reputation and user trust. The use of AI presents risks and challenges because in some instances we may make use of third-party foundational models that have been pre-trained on data which may be insufficient, erroneous, stale, contain biased information, or infringe IP rights. Additionally, the output produced by these models may be inaccurate, misleading, discriminatory, offensive, illegal or otherwise harmful. Such risks are heightened if we or third-party developers or vendors lack sufficient responsible AI development or governance practices. These deficiencies and other failures of AI systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm. In addition, there is no guarantee that our itinerary generator or other AI focusedAI-focused initiatives will be competitive or attract more consumers to our platform.

Our future success depends on the performance of our key employees and our ability to attract, retain and engage senior management and a highly skilled workforce. In particular, we are highly dependent on the services of our leadership team for the development of and our execution on our vision and strategy. Over the last few years, we have made several changes to our senior leadership group. Our future performance will depend, in part, on the successful integration of these new senior level executives into their roles. If we do not successfully manage these additions, it could be viewed negatively by our investors, employees, and partners, and could have an adverse impact on our business and results of operations. We also heavily rely on the continued service and performance of our senior management team, which provides leadership, contributes to the core areas of our business and helps us to efficiently execute on mission, vision and strategic initiatives. Over the last few years, we have made several changes to our senior leadership group. If we are unable to retain members of our senior management team, including our executive leadership, we may not be able to manage our business effectively and, as a result, our business and operating results could be harmed. If the senior management team fails to work together effectively and to execute our plans and strategies on a timely basis, then our business and future growth prospects could be harmed. Additionally, our ability to protect our competitive position may be limited by restrictions on the enforceability of non-competition provisions we have entered into with certain of our employees (including officers) in various jurisdictions, which could enable our former employees to more readily compete with us or use our confidential information at competing enterprises, potentially harming our business relationships and operational results.

In addition, workforce reductions can result in the loss of institutional knowledge, dampen employee morale, and make it more difficult for us to attract and retain the highly skilled employees required to execute our strategy. The success of our operations and the quality of our services are also highly dependent on our ability to attract, retain and engage skilled personnel. For employees, we compete with companies that have far greater financial resources than we do as well as companies that promise short-term growth opportunities and/or other benefits. If we do not succeed in attracting a well-qualified workforce or retaining or motivating existing talent, our business would be adversely affected.

The composition of our work force, in terms of geographic location, in person or remote and full-time employees or independentcontingent contractors,workers, creates challenges and risks and failure to properly manage those risks could have a negative impact on our business. In response to the COVID-19 pandemic, much of our work force began working remotely and continue to work remotely today. In addition, following the COVID-19 pandemic, our work force has increasingly shifted outside the U.S. and to independentcontingent contractorsworkers versus full-time employees. Managing a remote and independent work force can give rise to cybersecurity, legal and regulatory issues and training and compliance issues, as well as create operational or other challenges, any of which could harm our business. For example, our workers are classified as either employees or non-employees (including as independentcontingent contractorsworkers or agency workers). Our employees in the U.S. are classified as either exempt from overtime or non-exempt (and therefore overtime eligible) and if we are found to have misclassified employees including as independentcontingent contractors,workers, agency workers or independentcontingent contractors,workers, agency workers or non-exempt employees as exempt, we could face penalties and have additional exposure under U.S. federal and state tax, workers’ compensation, unemployment benefits, labor, employment and tort laws, as well as similar international laws, including for prior periods, as well as potential liability for employee overtime and benefits and tax withholdings.

Acquisitions,Our growth and the execution of our strategic priorities may depend on mergers, acquisitions, dispositions, investments, and significant commercial arrangementsarrangements, and/or new business strategieswhich could present new challenges and risks and disrupt our ongoing business. We have acquired, invested in and/or entered into significant commercial arrangements with a number of businesses in the pastpast. As we pursue our strategic and financial priorities, including the realignment of our operating model to become an experiences-first company and explore strategic alternatives for shareholder value creation, our future growth may depend, in part, on future mergers, acquisitions, dispositions, investments, or commercial arrangements and/or changes in business strategies.arrangements. Such endeavors have in the past and may in the future involve significant risks and uncertainties, including, but not limited to, the following:

We have in the past invested, and may in the future invest, in privately-held companies. Such investments are inherently risky and our ability to liquidate any such investments is typically difficult. Valuations of such privately-held companies are inherently complex and uncertain due to the lack of liquid market for the companies’ securities. We cannot assure you that these investments will be successful or that such endeavors will result in the realization of the synergies, cost savingssavings, value creation and innovation that may be possible within a reasonable period of time, if at all. We could lose the full amount of our investments; any impairment of our investments could have a material adverse effect on our financial results.

Our strategy includes continued expansion in existing markets and potentially new markets. In addition to the risks mentioned above, international markets have strong local competitors with established brands and travel service providers or relationships that may make expansion in certain markets difficult and costly and take more time than anticipated. In some markets, legal and other regulatory requirements may prohibit or limit participation by foreign businesses, such as by making foreign ownership or management of internet or travel-relatedmarketplace businesses illegal or difficult or may make direct participation in those markets uneconomic, which could make our entry or expansion in those markets difficult or impossible, require that we work with a local partner or result in higher operating costs. If we are unsuccessful in expanding in existing and potentially new markets and effectively managing that expansion, our business and financial results could be adversely affected.

We are regularly a party to or subject to claims, lawsuits, government investigations, and other proceedings which may result in adverse outcomes and, regardless of the outcome, result in legal costs, diversion of management resources, injunctions or damage awards, and other negative results. It is possible that a resolution of one or more such proceedings could result in substantial damages, finesfines, penalties or penaltiesoutcomes that could adversely affect our business, financial results or financial position. These proceedings could also result in reputational harm, criminal sanctions or consent decrees, the release of confidential information or orders preventing us from offering certain features, functionalities, products, or services, requiring a change in our business practices. Any of these consequences could adversely affect our business and financial results. Further, legal proceedings could affect our relationships with partners. While the Company maintains insurance coverage for certain types of claims, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise and the defense of these actions has been, and will likely continue to be, both time consuming and expensive and the outcomes of these actions cannot be predicted with certainty.

A failure to comply with existing or new laws, rules and regulations or changes to such laws, rules and regulations and other legal uncertainties may adversely affect our business or financial results. Our business and financial results could be adversely affected by unfavorable changes inin, or interpretations ofof, existing laws, rules and regulationsregulations, or the promulgation ofby new laws, rules and regulations applicable to us and our business, including, but not limited to,including those relatinggoverning tourism, online content and digital services, online marketplaces and payment services, consumer protection (including rules specific to internetonline platforms and online commerce, internet advertising, consumer protection, intermediary liability, cybersecurity,intermediaries), data protection(including AI), privacy and privacy.security, intellectual property, and labor and employment. These laws and regulations continue to evolve.evolve, For example,and there is,are, and will likely continue to be, an increasing number of laws and regulations pertaining to internet and online commerce and payments, cybersecurity and privacy, artificialAI intelligence,and algorithmic decision-making, and liability for information retrieved from or transmitted over the internet, online editorial and user-generated content, behavioral targeting and online advertising and liability for third-party activities. The use of AI in our operations also subjects us to evolving regulations and potential liability related to algorithmic decision-making, automated content generation, and AI governance requirements. Furthermore, as we undergo a realignment to an experiences-led marketplace, we face increased regulatory scrutiny regarding the safety and quality of the third-party operators listed on our platforms. In many jurisdictions, regulators are considering or have adopted “platform liability” laws that could hold marketplaces liable for the safety incidents or deficiencies of third-party service providers. Any such legislation could significantly increase our insurance costs and legal exposure. Likewise, the SEC, Department of Justice (“DOJ”) and OFAC,Office of Foreign Assets Control (“OFAC”), as well as foreign regulatory authorities, have continued to increase the enforcement of economic sanctions andsanctions, trade regulations, and anti-money laundering,laundering and anti-corruption laws,laws across industries. Operating in this dynamic regulatory environment requires significant management attention and financial resources. As regulations continue to evolve and regulatory oversight continues to increase, we cannot guarantee that our programs and policies will be deemed compliant by all applicable regulatory authorities. The failure of our businesses to comply with these laws and regulations could result in fines and/or proceedings against us by governmental agencies, regulatory authorities, courts and/or consumers, which, if material, could adversely affect our business and financial results.

The promulgation of new laws, rules and regulations, or the applicability or new interpretations of existing laws, rules and regulations, could require us to change certain aspects of our business, operations and relationships to ensure compliance, which could decrease demand for services, reduce revenues, increase costs and/or subject the Company to additional liabilities. For example, many jurisdictions have adopted, and many jurisdictions are considering adopting, privacy rights and consumer protections for their residents, which legislation will continue to change the landscape for the use and protection of data and could increase the cost and complexity of delivering our services. In addition, in the event we redomesticate, by conversion, from a corporation organized under the laws of the State of Delaware to a corporation organized under the laws of the State of Nevada (the “Redomestication”), such Redomestication will result in changes to our charter documents and may result in changes to certain aspects of our corporate governance practices. Unfavorable changes could limit our marketing methods and capabilities, decrease demand for our products and services, impede development of new products, require significant management time, increase costs and/or subject us to additional liabilities. Violations of these laws and regulations could result in penalties, criminal sanctions and/or negative publicity against us, our officers or our employees and/or restrictions on the conduct of our business. Regardless of election results in any particular state or country, it is unknown at this time to what extent new legislation will be passed into law or pending or new regulatory proposals will be adopted, or the effect that such passage or adoption will have, positively or negatively, on our business.

We face risks related to our intellectual property. We rely on content, brands and technology, much of which is proprietary. We protect our content, brands and technology by, among other things, a combination of maintenance and enforcement of registered and unregistered intellectual property rights (e.g. trademarks, copyrightscopyrights, domain names, and trade secrets), technological solutions and contractual protections. Even with these precautions, it may be possible for another party to copy or otherwise obtain and use our intellectual property, without authorization or to independently develop similar content, brands or technology. Any misappropriation or violation of our rights could have a material adverse effect on our business.

We currently license some of the intellectual property displayed on our platform from third parties. As we continue to introduce new services that incorporate new intellectual property, we may be required or elect to license additional intellectual property. We cannot be sure that such licenses will be available on commercially reasonable terms, if at all. Our business and some of our products rely on or include software licensed from third parties, including open source licenses. In order to remain in compliance with the terms of our licenses, we monitor and manage our use of third-party software, including both proprietary and open source license terms to avoid subjecting our products and services to conditions we do not intend, such as the licensing or public disclosure of our intellectual property without compensation or on undesirable terms.

Increased focus on environmental, social, and governance ("ESG") matters and our inability to meet expectations with respect to ESG may have an adverse impact on our reputation, employee retention and business. Certain institutional, individual, and other investors, consumers, employees and other stakeholders are increasingly focused onconsider ESG practices ofwhen companies,making which includes practices surrounding climate change, greenhouse gas emissions, humaninvestment and civilbusiness rights, diversity, equitydecisions and inclusion, and a company’s overall corporate governance profile. Some investors may use these non-financial performance factors to guide their investment strategies and, in some cases, may choose not to invest in or partner with us if they believe our policies and actions relating to ESG are inadequate. OurAt disclosuresthe onsame thesetime, matters, or a failure to meet evolving stakeholder expectations for ESG practices and reporting, may potentially harm our reputation and customer relationships. Organizationsorganizations implementing ESG programs may face pushback from ESG opponents regarding their sustainability efforts or any modifications to these programs. There is also potential exposure to unfavorable reactions from regulatory bodies, such asopponents, anti-ESG legislation or regulatoryregulation, measures,and or from thenegative public throughreactions, meansany like consumer boycotts or negative press coverage,of which could impact our standing, operations,standing and financial performance. As ESG frameworks and reporting standards continue to develop, evolve and diverge across jurisdictions, we may incur additional costs and devote significant management time to ESG monitoring, data collection, and reporting. Our efforts may not satisfy all stakeholders and could expose us to reputational harm, private litigation, or stockholder actions, and could negatively affect our ability to attract or retain employees, customers, and investors.

Our processing of personal information and other data subjects us to risks and laws and regulations and could give rise to cyberattacks and other risks, including damage to our reputation and value of our brands. Respecting user privacy and protecting personal information is essential to maintaining consumerconsumer, partner and service provider confidence in our services and brands. We are subject to a variety of laws in the U.S. and abroad regarding privacy and the processing and protection of personal information, the scope of which are changing, subject to differing interpretations, and may be inconsistent between countries or conflict with other existing laws. TheComprehensive existenceand ofvarying comprehensivestate and international privacy laws inwould different states aroundincrease the countrycomplexity wouldand makecost of our compliance obligations more complex and costlyefforts and may increaseheighten theour likelihood that we could become subjectexposure to enforcement actions orand otherwise incurother liability for noncompliance.

All of these rapidly evolving compliance and operational requirements impose significant costs, which are likely to increase over time, such as costs related to organizational changes, implementing additional protection technologies, training employeesthe workforce and engaging consultants and legal advisors. In addition, such requirements may obligate us to modify our data processing practices and policies, utilize management’s time and/or divert resources from other initiatives and projects. Implementing and complying with these laws and regulations may be more costly or take longer than we anticipate, or could otherwise affect our operations. Any failure or perceived failure by us to comply with our data, privacy and information security policies, privacy-related obligations to consumers or other third parties, or privacy-related legal obligations, may result in fines, litigation or governmental enforcement actions that could harm our reputation and cause our consumers and partners to lose trust in us, any of which could have an adverse effect on our business, brands, market share and financial results.

System security issues, data protection breaches, cyberattacks and system outage issues could disrupt our operations or services provided to our consumers, and any such disruption could damage our reputation and adversely affect our business, financial results and share price. Our reputation and ability to attract, retain and service our consumers and partners is dependent upon the reliable performance and security of our computer systems and those of third parties we utilize in our operations. Significant security issues, data breaches, cyberattacks and outages, interruptions or delays, in our systems or third-party systems upon which we rely, could impair our ability to display content or process transactions and significantly harm our business. Breaches of our security measures and those of our partners or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or personal, sensitive or confidential data about us, our consumers or our partners, could expose us, our consumers and partners to a risk of loss or misuse of this information, damage our brand and reputation or otherwise harm our business and financial performance and could result in government enforcement actions and litigation and potential liability for us. The costs of enhancing infrastructure to attain improved stability and redundancy may be time consuming and expensive and may require resources and expertise that are difficult to obtain. In addition, to the extent that we do experience a data breach, remediation may be costly and we may not have adequate insurance to cover such costs.

We and our third party partners and vendors are at constant risk of cyber-attacks or cyber intrusions via viruses, worms, break-ins, malware, ransomware, phishing attacks, hacking, denial-of-service attacks or other attacks and similar disruptions from the unauthorized use of or access to computer systems (including from internal and external sources) that attack our products or otherwise exploit any vulnerabilities in our systems or those of our third party partners and vendors, or attempt to fraudulently induce our employees,workforce, consumers, third party partners and vendors or others to disclose passwords or other sensitive information or unwittingly provide access to our systems or data. Our increased use of AI products may create new attack methods for adversaries. These types of incidents continue to be prevalent and pervasive across industries, including in our industry, and such attacks on our systems have occurred in the past and are expected to occur in the future. In addition, we expect the amount and sophistication of the perpetrators of these attacks to continue to expand, which could include nation-state actors. Any such incident could lead to interruptions, delays or website outages, causing loss of critical data or the unauthorized disclosure or use of personally identifiable or other confidential information. In addition, sophisticated hardware and operating system software and applications that we produce or procure from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the system. We have in the past and may in the future need to expend significant resources to protect against security breaches or to investigate and address problems caused by cyber or other security problems. There are no assurances that our programs and actions taken to protect against security breaches or to investigate and address problems related to cyber or other security problems will be sufficient to prevent or limit the impact of any cyber intrusion or relatedsimilar security incident or attack. Failure to adequately protect against incidents, attacks or intrusions, whether for our own systems or systems of vendors, could expose us to security breaches that could have an adverse impact on our financial performance. Our business policies and internal security controls may not keep pace as new threats and regulations emerge in jurisdictions worldwide.

Much of our business is conducted with third-party partners and vendors. A security breach at such a third-party could be perceived by consumers as a security breach of our systems and could result in negative publicity or reputational damage, expose us to risk of loss or litigation and subject us to regulatory penalties and sanctions. In addition, such incidents may also result in a decline in our user base and client base or engagement levels.

Media coverage of data breaches and public exposure of consumer data rights has increased, in part because of the rise of enforcement actions, investigations and lawsuits. Similarly, the increase in privacy activist groups is likely to give rise to further scrutiny, investigative actions and publicity. Security breaches or the perceived threat of a breach or perceived breach could result in interruptions in service, negative publicity, damage to reputation, cause our users, suppliers and/or partners to cease doing business with us or do business with us less frequently, exposureexpose us to risk of loss and possible liability due to lawsuits, enforcement actions, investigations, regulatory penalties and sanctions. As this focus and attention on privacy and data protectionuse increases, we also risk exposure to potential liabilities and costs resulting from the compliance with, or any failure to comply with, applicable legal requirements, conflicts among these legal requirements or differences in approaches to privacy and security. Security breaches could also cause travelers and consumers to lose confidence in our data security, which would have a negative effect on the value of our brand.

Evolving regulations, guidanceguidance, policies and practices on the use of “pixels,” “cookies” and similar tracking technologies could negatively impact the way we do business. Pixels, cookies and other similar technologies are common tools used by websites and apps, including ours, to store or gather information, improve site security, improve and personalize the customer experience, market to consumers and increase conversion. Companies such as Apple and Google continue to introduce new policies governing developers’ use of pixels, cookies and similar tracking technologies, including enhanced disclosure and opt in requirements. Similarly, manyMany states and countries have adopted data protectionprivacy laws and regulations governing the use of cookies and other similar tracking technologies by websites and app developers. Related, we are seeing App store providers issue policies governing developers’ use and disclosure of software development kits and similar tracking technologies. Recent industry trends have included litigation by individual and class action plaintiffs focused on the use of such tracking technologies.technologies pursuant to laws on cookie usage as well as wiretapping, surveillance and alleged invasions of privacy. Such regulations and litigation trends could limit our ability to serve certain customers in the manner we currently do, including with respect to certain online activities, including advertising, retargeting or personalized advertising, impair our ability to improve and optimize performance on our platform, negatively affect a consumer's experience using our platform, which, in turn, could negatively impact our business.

The online travel industry in which we operate is large, highly dynamic and competitive. We describe below current trends affecting our overall business and segments, including opportunities, but also uncertainties that may impact our ability to execute on our objectives and strategies. Public health-related events, such as a pandemic; political instability, geopolitical conflicts, including the evolving events in the Middle East and between Ukraine and Russia; acts of terrorism; fluctuations in currency values’ and changes in global economic conditions, are examples of other events that could have a negative impact on the travel industry and, as a result, our financial results in the future.

In particular, our highest strategic priority is to extend our position as a leader in the experiences category. The global experiences market is large, growing, and highly fragmented, and under penetrated, with the vast majority of bookings still occurring through traditional offline sources. We expect to benefit from ongoing market tailwinds as consumers increasingly book experiences online and consumer behavior continues to allocate more discretionary spending more to travel and experiences and away from physical goods. Likewise, the global restaurants category is also benefiting from increased online adoption by both consumers and restaurant partners, particularly in Europe. These trends present attractive growth opportunities for our business, as well as to many competitors. Given the competitive positioning of our businesses relative to the attractive growth prospects in the experiences and restaurant categories, we expect to continue to invest in these categories across Tripadvisor group and, in particular, within the Viator and TheFork segments,Group to continue growing revenue, operating scale, and market share gains for the long-term.

For information regarding our business strategymodel, industry and market opportunities, and business models,strategy, seerefer to the discussiondiscussions set forth in Part I, Item 1. “Business,” of this Form 10-K under the captions “Our Business Strategy,Model,” “Our Industry and Market Opportunity,” and “Our Business Models.Strategy.”

Restructuring and Related Reorganization ActionsAction & Reportable Segments Changes

On JulyMarch 8,20, 2024,2025, under the Amended Credit Agreement,Agreement (defined below), the Company issuedincreased aits $500 millionexisting Term Loan B Facility in the amount of $350 million, maturing July 8, 2031, with an interest rate based on secured overnight financing rate ("SOFR") plus 2.75%.2.75% On July 15, 2024, (the Company“Tack-On usedIncremental theseTerm borrowedLoan fundsB to fully redeem the outstanding $500 million, 2025 Senior Notes.Facility”). The Tack-On Incremental Term Loan B Facility was offered at 99.75%98.56% of parpar. andThe isproceeds requiredfrom the Tack-On Incremental Term Loan B Facility will be used to befund paidthe downrepurchase, atrepayment 1.00%or redemption of the aggregateCompany's principaloutstanding amount2026 perSenior year,Notes, repayablewhich in quarterly installmentsmatures on theApril last1, day2026, ofand eachfor calendargeneral quarter,corporate commencing December 31, 2024, equal to 0.25% of the original principal amount with the balance due on the maturity date.purposes. Refer to “Note 8: Debt” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information.

We prepare our consolidated financial statements and accompanying notes in accordance with GAAP.generally accepted accounting rules in the United States (“GAAP”). Preparation of the consolidated financial statements and accompanying notes requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements as well as revenue and expenses during the periods reported. Management bases its estimates on historical experience, when applicable and other assumptions that it believes are reasonable under the circumstances. Actual results may differ from estimates under different assumptions or conditions.

A discussion regarding our financial condition and results of operations for fiscal year 2025 compared to fiscal year 2024 is presented below. A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023 is presented below. A discussion regarding our financial condition and results of operations for fiscal year 2023 compared to fiscal year 2022 can be found in Part II, Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2023,2024, filed with the SEC on February 16,20, 2024,2025, except for the discussiondiscussions related to consolidatedour operatingnew expensesExperiences whichand areHotels presentedand below.Other reportable segments as a result of our revised segment reporting structure, as noted above. We have included a discussion regarding our financial condition and results of certain operating expense captionsoperations for fiscal year 20232024 compared to fiscal year 2022,2023, givenwhere applicable, as we believe the changes madein our Experiences and Hotels and Other reportable segments is a material change for investors to thoseunderstand samethe operatingfinancial expensescondition, captions,changes asin notedfinancial above.conditions, and results of operations of these revised reportable segments.

Brand TripadvisorExperiences Segment

Adjusted EBITDA in our Brand TripadvisorExperiences segment decreasedimproved $47by $12 million and $46 million during the yearyears ended December 31, 20242025 and 2024, respectively, when compared to the same periodperiods in 2024 and 2023, whileand adjusted EBITDA margin decreasedimproved by 20.5 percentage points and 4.9 percentage points, respectively, during the yearyears ended December 31, 20242025 and 2024, respectively, when compared to the same periodperiods in 2024 and 2023. The decreaseimprovement in adjusted EBITDA was primarily due to aan decreaseincrease in revenue,revenue as noted above, partially offset by aan decreaseincrease in themarketing segment'scosts, operatingvariable expenses during the year ended December 31, 2024 when compared to the same period in 2023 of $35 million, primarilycosts related to arevenue decreasegrowth, insuch marketingas expenses,credit primarilycard paidpayment onlineprocessing traffic acquisition costs,fees, and toan a lesser extent a decreaseincrease in personnel costs.costs to support business growth. The decreaseimprovement in adjusted EBITDA margin during the year ended December 31, 2024 when compared to the same period in 2023, was largelyprimarily due to anlower increase in personnelmarketing costs as a percent of revenue.

While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Refer to Part I, Item 1A, “Risk Factors” in our 2025 Annual Report for a description of the risks and uncertainties which could materially and adversely affect our business, financial condition, cash flows and results of operations, and the trading price of our common stock. The risks and uncertainties described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe are immaterial may also impair our business, results of operations or financial condition. During the quarter ended MarchJune 31,30, 2026, there have been no material changes in our risk factors from those disclosed in Part 1, Item 1A., “Risk Factors” in our 2025 Annual Report.

The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes included in this Quarterly Report, and the audited consolidated financial statements and accompanying notes, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2025 Annual Report.

This Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the views of our management regarding current expectations and projections about future events and are based on currently available information. Forward-looking statements include, but are not limited to, statements regarding the pending sale of our TheFork business to American Express, including expected timing, net proceeds, potential uses of proceeds, and anticipated transaction benefits Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, but not limited to, those discussed in our 2025 Annual Report, Part I, Item 1A, “Risk Factors,” as well as those discussed elsewhere in this Quarterly Report. Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations. Accordingly, readers should not place undue reliance on these forward-looking statements. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plansplans,” “projects,” “will,” “would,” “could,” and “believes,” among others, generally identify forward-looking statements; however, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. We are not under any obligation to, and do not intend to, publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Please carefully review and consider the various disclosures made in this report and in our other reports filed with the SEC that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.

The Company measures its financial performance within the following reportable segments: Experiences, Hotels and Other, and TheFork. The Company's strategy is focused on growing and scaling its Experiences and TheFork marketplaces,marketplace, which we believe represents an attractive long-term value creation opportunity, while optimizing its legacy offerings within the Hotels and Other segment for profitability. OurAs segmentpart structureof reflectsits Experiences focused strategy, on June 14, 2026, the combinationCompany entered into a put option agreement for the sale of ourTheFork, Viatoras andfurther Brand Tripadvisor experiences operations implementeddiscussed in the fourthsection quarterbelow titled “Pending Sale of 2025 and aligns with our positioning as an experiences-led company, as we continue to evaluate strategic alternatives for TheFork as part of our broader portfolio review.TheFork.”

The Experiences segment includes both Viator and Tripadvisor points-of-sale. Viator is a pure-play experiences online travel agency (“OTA”), offering an online global marketplace focused on merchandising bookable experiences to travelers that typically have relatively higher purchase intent either pre-destination or in-destination. Tripadvisor is an online global travel guidance platform that also merchandises experiences to its audience, which more commonly serves travelers in the discovery and planning phases. The Hotels and Other segment primarily consists of the Tripadvisor hotel and restaurant guidance platform, which includes hotel metasearch, and related advertising offerings primarily for hotels and restaurants. TheFork segment operates an online dining marketplace by enabling diners to discover and book reservations with restaurants in Europe.

Our Experiences andbusiness TheForkis businesses area two-sided online marketplaces,marketplace, which havehas exhibited consistent revenue growth and improving profitability.profitability, prior to the macro-environment headwinds during the first half of 2026, as discussed below. The Company’s consolidatedtotal revenue and adjusted EBITDA continue to shift more towards its marketplace businesses,Experiences, as shown in our segment financial information. As of the year ended December 31, 2025, the Experiences and TheFork segmentssegment represented approximately 60%55% of the Company’s consolidatedtotal revenue from continuing operations and 35%30% of our consolidated adjusted EBITDA.EBITDA from continuing operations. As the Company continues to execute on its growth strategies and invest in these marketplace businesses,Experiences, we expect these trends to continue to grow in the future. We expect this will result in less exposure tosee our media-based and click-based advertising offerings.offerings become a smaller share of our overall revenue and profit mix.

In particular, ourOur highest strategic priority is to extend our position as a leader in the experiences category. The global experiences market is large, growing, highly fragmented, and under penetrated, with the vast majority of bookings still occurring through traditional offline sources. We expect to benefit from ongoing market tailwinds as consumers increasingly book experiences online and consumer behavior continues to allocate more discretionary spending to travel and experiences and away from physical goods. Likewise, the global restaurants category is also benefiting from increased online adoption by both consumers and restaurant partners, particularly in Europe. These trends present attractive growth opportunities for our business, as well as to many competitors. Given the competitive positioning of our businesses relative to the attractive growth prospects in the experiences and restaurant categories,category, we expect to continue to invest in thesethis categoriescategory across Tripadvisor Group to continue growing revenue, operating scale, and market share for the long-term.

WeIn our Hotels and Other segment, we generate a significant amount of direct traffic from search engines, including Google, through search engine optimization (“SEO”) performance across all segments.performance. We believe our SEO traffic acquisition performance has been negatively impacted by search engines changing their search result placement and underlying algorithms to increase the prominence of their own products in search results across our business. We believe that our Hotels and Other segment will continue to be impacted by these challenges and others, including AI overviews displacing top ranked links, reduced click-through rates and a shift towards platform based non-traditional search.

During the first quarterhalf of 2026, specifically beginning in late February and throughout March, the conflict in the Middle East, as well as severe flooding in Hawaii and civil unrest in Mexico, two key destination markets, as well as weather-related events and travel conditions throughout May and June within Europe and the U.S., had an adverse impact on our Experiences business. Although Experiences showed growth across all reported measures through February, as a result of these macro-events, induring March,the first half of 2026, we did observe a negative impact inon booking volumes, gross booking value, and revenue, as well as an increase in cancellation rates across all points of sale in our Experiences segment. This negatively impacted our overall growth rates across our reported measures during the quarterfirst half of 2026 in the Experiences segment. We also expect revenue growth for the Experiences segment will be negatively impacted in the second quarter of 2026, as a result of the impact on booking volumes and cancellations due to the macro-events in the first and second quarters of 2026. Ifthat heightened geopolitical tensions and conflicts, including the evolving events in the Middle EastEast, continue,may theycontinue couldto have a negativean impact on the travel industry and, as a result, continue to impact our financial results.results in the second half of the year.

During the fourth quarter of 2025, the Company approved and subsequently initiated a series of cost savings actions following a decision to realign its operating model across its Experiences and Hotels and Other segments to support the Company’s positioning as an experiences-led and AI-enabled company. As a result of these actions taken, the Company incurred pre-tax restructuring and other related reorganization costs of $3.3$3.9 million and $6.9 million during the firstthree quarterand ofsix months ending June 30, 2026, which consisted of employee severance and related benefits, primarily in our Hotels and Other segment.

These actions are expected to be substantially completed by the fourth quarter of 2026 and represent transformational initiatives of the Company's operating structure, which are not reflective of the Company's normal and recurring business operations. The multi-period nature of these actions generally reflects the operational challenges of executing a global workforce reduction across multiple jurisdictions, including compliance with local statutory requirements in certain international locations, and the timing of employee notifications and departures. Refer to “Note 56: Accrued Expenses and Other Current Liabilities” and “Note 1213: Segment Information” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information related to these actions.

During the fourth quarter of 2024, the Company approved and subsequently initiated a set of actions across its businesses in order to reduce its cost structure, improve operational efficiencies, and realign its workforce with its strategic initiatives. As a result of actions taken under this initiative, during first quarterhalf of 2025, the Company incurred pre-tax restructuring and other related reorganization costs of $10.1$9.3 million, which consisted of employee severance and related benefits, primarily in our Hotel and Other segment.

On April 1, 2026, the Company repaid its 0.25% Convertible 2026 Senior Notes due 2026 (“2026 Senior Notes”), at maturity, for $345.4 million, consisting of the full outstanding principal and accrued interest, funded by cash on hand. In connection with the maturity and repayment of the 2026 Senior Notes on April 1, 2026, the Capped Calls also expired unexercised. Refer to “Note 137: Subsequent EventsDebt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

As of MarchJune 31,30, 2026, the Company had approximately 2,5552,465 employees.employees, of which approximately 860 are employees of TheFork. Approximately 69%,70%, 27%,26%, and 4% of the Company’s current employees are based in Europe, the U.S., and the rest of world, respectively. Additionally, we use independent contractors to supplement our workforce. We believe we have good relationships with our employees and contractors, including relationships with employees represented by international works councils or other similar organizations.

There have been no material changes to our significant accounting policies or new accounting pronouncements that we arewhich required toadoption adopthad thata may have ansignificant impact on our unaudited condensed consolidated financial statements since December 31, 2025, as compared to those described under “Note 2: Significant Accounting Policies,” in the notes to the audited consolidated financial statements in Item 8 of our 2025 Annual Report. During the second quarter of 2026, we reclassified the results of TheFork segment as discontinued operations in our unaudited condensed consolidated statements of operations for all periods presented, as discussed above.

UnauditedSelected Financial Data (in millions, except percentages)

Consolidated Adjusted EBITDA from continuing operations is considered a non-GAAP measure as defined by the SEC. Please refer to the “Adjusted EBITDA” discussion below for more information, including tabular reconciliations to the most directly comparable GAAP financial measure.

Refer to “Note 1213: Segment Information” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for expense information needed in order to reconcile to the consolidatedtotal operating expense captions on the unaudited condensed consolidated statements of operations.

We define an experience booking as a single tour, activity, or attraction that can be purchased through Viator's platform for one or several travelers, prior to adjustments such as date changes, refunds, or cancellations. This metric is reported at the time the booking is made. As an example, a single experience booked in January for three travelers would be reported as one experience booking in the first quarter. We believe that the number of experience bookings, an operational measure, is a useful indicator of the scale of our marketplace. The number of experiences booked waswere approximately 5.66.5 million and 12.1 million during the firstthree quarterand ofsix months ended June 30, 2026, respectively, an increase of approximately 11%,5% and 7%, respectively, when compared to the same periodperiods in 2025, primarily driven through growth on the Viator point of sale, as well asand third-party points of sale, partially offset by SEO-related headwinds in the macro-relatedTripadvisor factorspoint notedof above, which negatively impacted bookings growth.sale.

GBV reached approximately$1.4 $1.2billion and $2.6 billion during the three and six months ended MarchJune 31,30, 2026, respectively, an increase of approximately 13%,3% and 7%, respectively, when compared to the same periodperiods in 2025, primarily due to growth in the number of experience bookings as discussed above, and to a lesser extent, an increase in pricing primarily due to favorable foreign currency fluctuations.above. These were partially offset by SEO -headwinds and the macro-related factors noted above, which negatively impacted bookings growth.growth, and lower average bookings values across Viator and Tripadvisor points of sale when compared to the same periods in 2025.

Experiences segment revenue increased $12.1by $8.1 million and $20.2 million during the three and six months ended MarchJune 31,30, 20262026, respectively, when compared to the same periodperiods in 2025, primarily driven by growthGBV ingrowth, bookingsas volumediscussed and, to a lesser extent, an increase in pricing, which we estimate was positively impacted by foreign currency fluctuations of approximately 4% during the three months ended March 31, 2026, when compared to the same period in 2025.above. These increases were partially offset by the macro-related factors noted above, that negatively impacted bookings growth and increased cancellation rates, which we estimate negatively impacted revenue growth by approximately 4.0 percentage pointsrates during the threefirst monthshalf ended March 31,of 2026.

Adjusted EBITDA loss in our Experiences segment increaseddecreased by $5.1$7.0 million and $12.2 million during the three and six months ended MarchJune 31,30, 20262026, respectively, when compared to the same periodperiods in 2025, whileand adjusted EBITDA margin declineddecreased by 2.32.9 percentage points.points and 3.0 percentage points during three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. The increasedecrease in adjusted EBITDA loss was primarily due to an increase in paid marketing costs, as well as variable costs related to revenue growth, such as credit card payment processing fees, partially offset by an increase in revenue growth, as discussed above. The decline in adjusted EBITDA margin during the three and six months ended MarchJune 31,30, 2026 when compared to the same periodperiods in 2025 was primarily due to an increase in marketing costs, partially offset by lower personnel costs as a percentpercentage of revenue.

Refer to “Note 1213: Segment Information” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for expense information needed in order to reconcile to the consolidatedtotal operating expense captions on the unaudited condensed consolidated statements of operations.

Hotels and Other segment revenue decreased by $38.8$42.2 million forand $81.0 million during the three and six months ended MarchJune 31,30, 20262026, respectively, when compared to the same periodperiods in 2025, driven by declines across all revenue streams primarily from free marketing channels, particularly SEO, as discussed further below.

Adjusted EBITDA in our Hotels and Other segment decreased by $24.7$13.8 million and $38.5 million during the three and six months ended MarchJune 31,30, 20262026, respectively, when compared to the same periodperiods in 2025, while adjusted EBITDA margin decreased by 8.01.0 percentage points.point and 4.5 percentage points during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. The decrease in adjusted EBITDA was primarily due to a decrease in revenue, as noted above, partially offset by a decrease in the segment's operating expenses of $14.1$28.4 million and $42.5 million during the three and six months ended MarchJune 31,30, 20262026, respectively, when compared to the same periodperiods in 2025. This decrease was primarily related to a decrease in personnel costs due to a reduction in headcount related to cost reduction measures taken during the fourth quarter of 2025, and to a lesser extent, a decrease in marketing expenses.expenses as we continue to optimize for profitability. The decreasedecline in adjusted EBITDA margin during the three and six months ended MarchJune 31,30, 2026 when compared to the same periodperiods in 2025, was primarily due to an increase in marketing costs as a percentage of revenue due to declines in free marketing channels, particularly SEO, and the resulting shift from free to paid marketing channels, as well as technology and cost of sales costs as a percent of revenue.

Hotels revenue decreased $33.6by $34.4 million and $68.0 million during the three and six months ended MarchJune 31,30, 20262026, respectively, when compared to the same periodperiods in 2025, primarily due to a decrease in hotel metasearch revenue. ThisThese decreasedecreases waswere driven primarily by declinesa decline in revenue from free marketing channels, particularlyand SEO,to impactinga lesser extent, paid marketing channels, resulting in lower click volumes, which more than offset an increase in pricing as measured in cost-per-click rates (“CPCs”) in our hotel metasearch offering. Growth in CPCs was due in part to certain product changes made that improved qualified referrals to our partners and, as a result, increased CPCs, across all geographies.

Media and advertising revenue,revenue whichprimarily consists of revenue from display-based advertising (or “media advertising”) across our Tripadvisor Group platform,platform and decreased $2.8$4.3 million and $7.0 million during the three and six months ended MarchJune 31,30, 20262026, respectively, when compared to the same periodperiods in 2025. TheThese decreasedecreases waswere primarily duedriven toby declines in traditional display and programmatic advertising (together sometimes referred to as “on platform” advertising) that correlates closely with overall traffic volume.

Other revenue includes click-based advertising and display-based advertising revenue from our cruise, as well as, Tripadvisor dining revenue. At the start of 2026, the Company no longer offers travelers access to vacation rentals, flights and rental cars offerings on its platform. Tripadvisor dining revenue includes intercompany (intersegment) revenue consisting of affiliate marketing commissions earned primarily from restaurant reservation bookings on Tripadvisor-branded websites and mobile apps, fulfilled by TheFork, which is eliminated on a consolidated basis, in addition to revenue earned from Hotels and Other’s own business-to-business (“B2B”) restaurant offerings. Other revenue decreased $2.4$3.5 million and $6.0 million during the three and six months ended MarchJune 31,30, 20262026, respectively, when compared to the same periodperiods in 2025, primarily due to Tripadvisor dining revenue as we shift our strategic focus and simplify the management of our Hotels and Other segment, and to a lesser extent, the Company no longer offering vacation rentals, flights and rental cars offerings on our platform, as noted above.

Consolidated Expenses

Marketing costs increased $6.0$8.0 million and $15.8 million during the three and six months ended MarchJune 31,30, 2026 when compared to the same periodperiods in 2025, primarily driven by an increase in marketing costs in Experiences, in order to drive revenue growth and increase market share, partially offset by a decrease in marketing costs in Hotels and Other andas TheFork.we continue to optimize for profitability.

Personnel costs, including stock-based compensation, decreased $14.2$26.3 million and $43.3 million during the three and six months ended MarchJune 31,30, 2026 when compared to the same periodperiods in 2025, primarily driven by a reduction in headcount related to cost-reduction measures initiated in Hotels and Other during 2025.2026 and 2025, and lower annual stock-based grant value awarded to employees during 2026.

Technology and content costs increased $2.3$0.1 million and $2.2 million during the three and six months ended MarchJune 31,30, 20262026, respectively, when compared to the same periods in 2025. The increase in technology and content costs during the six month months ended June 30, 2026, when compared to the same period in 2025, was primarily due to increased licensing fees and data center costs.

General and administrative costs decreasedincreased $2.7$5.0 million during the three months ended MarchJune 31,30, 2026 when compared to the same period in 2025, primarily due to a recoverydecrease of $4.8$4.6 million related to anthe externaldecrease fraudof incident,a whichpreviously occurredestimated accrual regarding a potential settlement of a regulatory related matter during the fourthsecond quarter of 2022, and to a lesser extent, an increase of sublease income related to office space, partially offset by $3.3 million of shareholder activism costs, all of2025, which wasdid includednot inreoccur Hotelsduring and Other.2026.

Depreciation and amortization increased $3.3$0.8 million and $2.8 million during both the three and six months ended MarchJune 31,30, 20262026, respectively, when compared to the same periodperiods in 2025, primarily due to increased depreciation related to previous capital investments in internal website development.development, and to a lesser extent, an increase in capital investments primarily in technology and office space across the business, partially offset by the completion of amortization related to intangible assets purchased in business acquisitions from previous years.

The Company incurred pre-tax restructuring and other related reorganization costs of $3.3$3.9 million and $6.9 million during the three and six months ended MarchJune 31,30, 2026, as discussed above. Refer to “Note 56: Accrued Expenses and Other Current Liabilities” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for more information regarding restructuring and other related reorganization costs.

Interest expense increaseddecreased $4.0$2.3 million during the three months ended MarchJune 31,30, 2026 when compared to the same period in 2025, primarily due to a decrease in interest rates. Interest expense increased $1.7 million during the six months ended June 30, 2026 when compared to the same period in 2025, primarily due to the issuance of our Tack-On Incremental Term Loan B Facility in March 2025, which incrementally increased our ongoing financing costs.costs, partially offset by a decrease in interest rates when compared to the same period in 2025. The majority of interest expense reported duringfor theall threeperiods months ended March 31, 2026 and 2025,presented was primarily related to the Term Loan B Facility. Refer to “Note 67: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

Interest income decreased $2.1$4.8 million and $7.0 million during the three and six months ended MarchJune 31,30, 20262026, respectively, when compared to the same periodperiods in 2025, primarily due to a decrease in interest rates received on demand bank deposits, time deposits, and money market funds.funds, as well as a decrease in cash invested during the second quarter of 2026 as a result of the repayment of the 2026 Senior Notes on April 1, 2026. Refer to “Note 7: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

Other income, net, increased $5.8 million and $10.6 million during the three and six months ended MarchJune 31,30, 20262026, respectively, when compared to the same periodperiods in 2025, primarily due to net foreign exchange gains incurred as a result of foreign currency movements during the period.periods.

We recorded an income tax provision of $0.8 million for the three months ended March 31, 2026. The change in our income tax provision and our effective tax rate during the three months ended MarchJune 31,30, 2026, when compared to the same period in 2025, was primarily due to a decrease in pretax income. The change in our income tax provision during the resultsix ofmonths ended June 30, 2026, when compared to the same period in 2025, was primarily due to a discrete tax benefit of $11.4 million recorded during the first quarter of 2025 to release income tax reserves as a result of the U.S. federal statute of limitation of assessment expiring for theon tax years 2014, 2015, and 2016. Refer to “Note 78: Income Taxes” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

Net lossincome increasedfrom continuing operations decreased by $21.4$13.7 million during the three months ended MarchJune 31,30, 2026,2026 when compared to the same period in 2025, largelyprimarily driven by a decrease in revenue and an increase in income tax expense of $10.1 million,revenue, as described in more detail above under the sections “Revenue and Segment Information” andand, “(Provision) Benefit for Income Taxes”, respectively. This decline was partially offset byto a decreaselesser extent, an increase in personnelmarketing costs, as well as a decrease inand pre-tax restructuring and other related reorganization costs of $6.8$3.9 million,million during the second quarter of 2026. These declines were partially offset by a decrease in personnel costs and, to a lesser extent, cost of sales, all of which is described in more detail above under “Consolidated Expenses.”