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What changed in TripAdvisor, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TripAdvisor, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+615 added−569 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-20)

Top changes in TripAdvisor, Inc.'s 2025 10-K

615 paragraphs added · 569 removed · 454 edited across 6 sections

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+0 added−1 removed15 unchanged
Biggest changeOur Information Security Team meets at least annually with each of the Compliance Committee and the Audit Committee to discuss cybersecurity threats and the risk management programs. The Information Security Team provides information, as appropriate, about the sources and nature of risks the Company faces and how management assesses such risks.
Biggest changeThe Information Security Team provides information, as appropriate, about the sources and nature of risks the Company faces and how management assesses such risks. The CCO and Compliance Committee members also report regularly to our Audit Committee and Board of Directors on, among other matters, our global risk landscape and risk management efforts, including those related to cybersecurity risks.
These vendors are 32 contractually obligated to notify us when they experience a cybersecurity incident that can affect our operations or stakeholders. Before purchasing third-party technology or other solutions and partnerships that involve exposure to the Company’s assets and electronic information, our Information Security and Privacy team undertakes due diligence to assess any key data privacy or information security risks.
These vendors are contractually obligated to notify us when they experience a cybersecurity incident that can affect our operations or stakeholders. Before purchasing third-party technology or other solutions and partnerships that involve exposure to the Company’s assets and electronic information, our Information Security and Privacy team undertakes due diligence to assess any key data privacy or information security risks.
Our third-party vendors may also experience threats and cybersecurity incidents from time to time. For additional information about the cybersecurity risks, see “Risk Factors” under the section entitled “Risks Related to Information Security, Cybersecurity and Data Privacy” in Part I, Item 1A of this Annual Report on Form 10-K.
Our third-party vendors may also experience threats and cybersecurity incidents from time to time. 33 For additional information about the cybersecurity risks, see “Risk Factors” under the section entitled “Risks Related to Information Security, Cybersecurity and Data Privacy” in Part I, Item 1A of this Annual Report on Form 10-K.
The Incident Response Team (“IRT”) is designated by the IRP to assess each cybersecurity incident and event for impacts to the Company, customers, and third-party partners and oversee the response to and remediation of such incident.
An Incident Response Team (“IRT”) is designated by the IRP to assess each cybersecurity incident and event for impacts to the Company, customers, and third-party partners and oversee the response to and remediation of such incident.
Processes for the Identification of Risks from Cybersecurity Threats The Compliance Committee, working with the Information Security Team, has developed a cybersecurity risk management program that aims to address the following key areas: • Identification of assets at risk from cybersecurity threats; • Identification of potential sources of cybersecurity threats; • Assessment of the status of protections in place to prevent or mitigate cybersecurity threats; • Approaches to mitigating and managing cybersecurity risks; and • A process for regular reporting to the Compliance Committee and Board of Directors (directly and through the Audit Committee).
The Chair of the Audit Committee reports quarterly to the full Board of Directors and that report includes a summary of the CCO’s report. 32 Processes for the Identification of Risks from Cybersecurity Threats The Compliance Committee, working with the Information Security Team, has developed a cybersecurity risk management program that aims to address the following key areas: • Identification of assets at risk from cybersecurity threats; • Identification of potential sources of cybersecurity threats; • Assessment of the status of protections in place to prevent or mitigate cybersecurity threats; • Approaches to mitigating and managing cybersecurity risks; and • A process for regular reporting to the Compliance Committee and Board of Directors (directly and through the Audit Committee).
The Information Governance and Privacy Committee meets regularly to discuss and monitor information uses and governance and risks associated with our information assets, including prevention, detection, mitigation and remediation of risks from cybersecurity threats . Our Information Security Team reports to our CCO. The CCO reports to the Compliance Committee, which includes the CFO and CLO.
The Information Governance and Privacy Committee meets regularly to discuss and monitor information uses and governance and risks associated with our information assets, including prevention, detection, mitigation and remediation of risks from cybersecurity threats . Our CCO, supported by our Information Security Team, has primary responsibility for managing our cybersecurity threat management program.
Our CCO also provides a quarterly report to the Audit Committee on trends and observations concerning cyber threats and actions being taken to mitigate those risks. The Chair of the Audit Committee reports quarterly to the full Board of Directors and that report includes a summary of the CCO’s report.
O ur CCO also provides a quarterly report to the Audit Committee on trends and observations concerning cyber threats and actions being taken to mitigate those risks.
Our CCO, supported by our Information Security Team, has primary responsibility for managing our cybersecurity threat management program. We maintain rigorous standards for our information security leadership positions, including requiring extensive experience in building and leading cybersecurity security teams and 31 implementing enterprise-wide cybersecurity programs.
We maintain rigorous standards for our information security leadership positions, including requiring extensive experience in building and leading cybersecurity teams and implementing enterprise-wide cybersecurity programs. Our CCO and Information Security Team continue to execute on our established cybersecurity strategy and risk management framework.
Our CCO and Information Security Team continue to execute on our established cybersecurity strategy and risk management framework. The CCO, with input from the Information Security Team, meets regularly with and provides updates on cybersecurity developments to, members of the executive management team.
The Compliance Committee members, with input from the Information Security Team, meets regularly with and provides updates on cybersecurity developments to members of the executive management team. Our Information Security Team meets at least annually with each of the Compliance Committee to discuss cybersecurity threats and the risk management programs.
Removed
The CFO and CLO report directly to the Company’s Chief Executive Officer. Each of the CFO, CLO and CCO report regularly to our Board of Directors on, among other matters, our global risk landscape and risk management efforts, including those related to cybersecurity risks.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed1 unchanged
Biggest changeWe also lease an aggregate of approximately 165,000 square feet of office space at nearly 25 locations across North America, Europe and Asia Pacific, in cities such as New York, London, Singapore, Barcelona and Paris, primarily used as sales offices, subsidiary headquarters, and for international operations, pursuant to leases with various expiration dates, with the latest expiring in March 2034.
Biggest changeWe also lease an aggregate of approximately 172,000 square feet of office space at nearly 25 locations across North America, Europe and Asia Pacific, in cities such as New York, London, Singapore, Barcelona and Paris, primarily used as sales offices, subsidiary headquarters, and for international operations, pursuant to leases with various expiration dates, with the latest expiring in December 2034.
Item 2. Prope rties As of December 31, 2024, we do not own any real estate. We lease approximately 280,000 square feet of office space for our corporate headquarters in Needham, Massachusetts, which has an expiration date of December 2030 and an option to extend the lease term for two consecutive terms of five years each.
Item 2. Prope rties As of December 31, 2025, we do not own any real estate. We lease approximately 280,000 square feet of office space for our corporate headquarters in Needham, Massachusetts, which has an expiration date of December 2030 and an option to extend the lease term for two consecutive terms of five years each.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed1 unchanged
Biggest changeFor an additional discussion of certain risks associated with legal proceedings, see “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures Not applica ble. 33 PART II
Biggest changeFor an additional discussion of certain risks associated with legal proceedings, see “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures Not applica ble. 34 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeData for the S&P 500 Index, The Nasdaq Composite Index, and the RDG Internet Composite Index assume reinvestment of dividends. 34 This performance comparison graph is not “soliciting material,” is not deemed filed with the SEC and is not deemed to be incorporated by reference into any filing of Tripadvisor, Inc. under the Securities Act or any filing under the Exchange Act.
Biggest changeThis performance comparison graph is not “soliciting material,” is not deemed filed with the SEC and is not deemed to be incorporated by reference into any filing of Tripadvisor, Inc. under the Securities Act or any filing under the Exchange Act. 35 Holders of Record As of February 6, 2026, there were 114,755,221 outstanding shares of our common stock held by 1,387 stockholders of record.
In addition, our ability to pay dividends is limited by the terms of our Credit Agreement. 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 regarding our debt agreements.
In addition, our ability to pay dividends is limited by the terms of the Credit Agreement. 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 regarding our debt agreements.
Securities Authorized for Issuance Under Equity Compensation Plans The information required under this item is incorporated herein by reference to our 2025 Proxy Statement, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2024.
Securities Authorized for Issuance Under Equity Compensation Plans The information required under this item is incorporated herein by reference to our 2025 Proxy Statement, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2025.
Performance Comparison Graph The following graph provides a comparison of the total stockholder return from December 31, 2019 to December 31, 2024, of an investment of $100 in cash on December 31, 2019 for Tripadvisor, Inc. common stock and an investment of $100 in cash on December 31, 2019 for (i) the Standard and Poor’s 500 Index (the “S&P 500 Index”), (ii) The Nasdaq Composite Index; and (iii) the Research Data Group (“RDG”) Internet Composite Index.
Performance Comparison Graph The following graph provides a comparison of the total stockholder return from December 31, 2020 to December 31, 2025, of an investment of $100 in cash on December 31, 2020 for Tripadvisor, Inc. common stock and an investment of $100 in cash on December 31, 2020 for (i) the Standard and Poor’s 500 Index (the “S&P 500 Index”), (ii) The Nasdaq Composite Index; and (iii) the Research Data Group (“RDG”) Internet Composite Index.
Issuer Purchases of Equity Securities On September 7, 2023, our Board of Directors authorized the repurchase of $250 million in shares of our common stock under a share repurchase program. Our Board of Directors authorized and directed management, working with the Executive Committee of our Board of Directors, to affect the share repurchase program in compliance with applicable legal requirements.
Issuer Purchases of Equity Securities On September 7, 2023, our Board of Directors authorized the repurchase of $250 million in shares of our common stock under a share repurchase program. Our Board of Directors authorized and directed management to effect the share repurchase program in compliance with applicable legal requirements.
The Executive Committee of our Board of Directors will determine the price, timing, amount and method of such repurchases based on its evaluation of market conditions and other factors, and at prices determined to be attractive and in the best interests of both the Company and its stockholders.
Management will determine the price, timing, amount and method of such repurchases based on its evaluation of market conditions and other factors, and at prices determined to be attractive and in the best interests of both the Company and its stockholders.
Unregistered Sales of Equity Securities During the quarter ended December 31, 2024, we did not issue or sell any shares of our common stock, Class B common stock or other equity securities pursuant to unregistered transactions in reliance upon an exemption from the registration requirements of the Securities Act.
Unregistered Sales of Equity Securities During the quarter ended December 31, 2025, the Company 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.
The RDG Internet Composite Index is an index of stocks representing the internet industry, including internet software and service companies, and e-commerce companies. The stock price performance shown on the graph below is not necessarily indicative of future price performance.
The RDG Internet Composite Index is an index of stocks representing the internet industry, including internet software and service companies, and e-commerce companies. The stock price performance shown on the graph below is not necessarily indicative of future price performance. Data for the S&P 500 Index, The Nasdaq Composite Index, and the RDG Internet Composite Index assume reinvestment of dividends.
Item 5. Market for Registrant’s Common Equity, Related Stoc kholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is quoted on The Nasdaq Global Select Market under the ticker symbol “TRIP.” Our Class B common stock is not listed and there is no established public trading market for that security.
Item 5. Market for Registrant’s Common Equity, Related Stoc kholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is quoted on The Nasdaq Global Select Market under the ticker symbol “TRIP.” On April 29, 2025, the Company repurchased and retired our previously issued and outstanding Class B common stock.
This share repurchase program, which has a term of two years, does not obligate the Company to acquire any particular number of shares and may be modified, suspended or discontinued at any time. During the quarter ended December 31, 2024, we did not repurchase any shares of our common stock under our existing share repurchase program.
This share repurchase program does not have a fixed expiration date or obligate the Company to acquire any particular number of shares and may be modified, suspended or discontinued at any time. As of December 31, 2025, we had $110 million remaining available to repurchase shares of our common stock under this authorized share repurchase program.
Holders of Record As of February 11, 2025, there were 127,581,730 outstanding shares of our common stock held by 1,620 stockholders of record, and 12,799,999 outstanding shares of our Class B common stock held by one stockholder of record: LTRIP. Dividends We did not declare or pay any dividends during the years ended December 31, 2024, 2023, or 2022.
Dividends We did not declare or pay any dividends during the years ended December 31, 2025, 2024, or 2023.
Removed
As of February 11, 2025, all of our Class B common stock was held by LTRIP.
Added
Refer to “Note 1: Organization and Business Description ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information.
Removed
As of December 31, 2024, we had $200 million remaining available to repurchase shares of our common stock under this authorized share repurchase program. Item 6. [Reserved] 35
Added
A summary of information regarding our common stock repurchases during the fourth quarter of 2025 is set forth in the table below: 36 Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate U.S. dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs October 1 to October 31 — $ — — $ 160,000,000 November 1 to November 30 3,297,182 $ 15.14 3,297,182 $ 110,000,000 December 1 to December 31 — $ — — $ 110,000,000 Total 3,297,182 3,297,182 (1) Exclusive of fees and commissions.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

120 edited+64 added−48 removed55 unchanged
Biggest changeWe have included a discussion of certain operating expense captions for fiscal year 2023 compared to fiscal year 2022, given the changes made to those same operating expenses captions, as noted above. 40 Results of Operations Selected Financial Data (in millions, except percentages) Year ended December 31, % Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Revenue $ 1,835 $ 1,788 $ 1,492 3 % 20 % Costs and expenses: Cost of sales 131 119 78 10 % 53 % Marketing 729 705 576 3 % 22 % Personnel (including stock-based compensation of $120, $96, and $88) 595 570 503 4 % 13 % Technology 91 80 63 14 % 27 % General and administrative 91 79 74 15 % 7 % Depreciation and amortization 85 87 97 (2 )% (10 )% Restructuring and other related reorganization costs 21 22 — (5 )% n.m.
Biggest changeResults of Operations Selected Financial Data (in millions, except percentages) Year ended December 31, % Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Revenue $ 1,891.3 $ 1,834.6 $ 1,788.0 3 % 3 % Costs and expenses: Cost of sales 144.6 131.2 119.1 10 % 10 % Marketing 791.4 728.6 705.2 9 % 3 % Personnel (including stock-based compensation of $107.8, $119.7, and $95.8) 573.4 594.9 569.6 (4 )% 4 % Technology 98.7 91.3 80.0 8 % 14 % General and administrative 67.9 90.5 79.1 (25 )% 14 % Depreciation and amortization 92.4 85.1 87.0 9 % (2 )% Restructuring and other related reorganization costs 43.4 21.1 22.2 106 % (5 )% Total costs and expenses: 1,811.8 1,742.7 1,662.2 4 % 5 % Operating income (loss) 79.5 91.9 125.8 (13 )% (27 )% Other income (expense): Interest expense (63.3 ) (46.4 ) (44.0 ) 36 % 5 % Interest income 39.9 48.6 47.5 (18 )% 2 % Other income (expense), net (11.4 ) (7.4 ) (4.1 ) 54 % 80 % Total other income (expense), net (34.8 ) (5.2 ) (0.6 ) 569 % 767 % Income (loss) before income taxes 44.7 86.7 125.2 (48 )% (31 )% (Provision) benefit for income taxes (4.9 ) (81.8 ) (114.8 ) (94 )% (29 )% Net income (loss) $ 39.8 $ 4.9 $ 10.4 712 % (53 )% Other financial data: Adjusted EBITDA (1) $ 318.7 $ 338.5 $ 334.0 (6 )% 1 % (1) Consolidated Adjusted EBITDA is considered a non-GAAP measure as defined by the SEC.
Refer to “Note 10: Income Taxes ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information.
Refer to “Note 10: Income Taxes ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information.
Significant uses of capital and other liquidity matters On November 1, 2019, our Board of Directors authorized the repurchase of an additional $100 million in shares of our common stock under our existing share repurchase program, which increased the amount available to the Company under this share repurchase program to $250 million.
Significant uses of capital and other liquidity matters On November 1, 2019, our Board of Directors authorized the repurchase of an additional $100 million in shares of our common stock under an existing share repurchase program, which increased the amount available to the Company under this share repurchase program to $250 million.
In response to these proposals, certain jurisdictions have enacted legislation to implement a global minimum income tax of 15%, which currently has no impact on our financial results, as well as legislation to impose new forms of gross receipts taxes, such as digital services taxes imposed on digital advertising and online marketplace platforms/services.
In response to these proposals, certain jurisdictions have enacted legislation to implement a global minimum income tax of 15%, which currently has no material impact on our financial results, as well as legislation to impose new forms of gross receipts taxes, such as digital services taxes imposed on digital advertising and online marketplace platforms/services.
Refer to “Note 2: Significant Accounting Policies ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for an overview of our significant accounting policies and any new accounting pronouncements that we have adopted or that we plan to adopt that have had or may have an impact on our financial statements.
Refer to “Note 2: Significant Accounting Policies ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for an overview of our significant accounting policies and any new 40 accounting pronouncements that we have adopted or that we plan to adopt that have had or may have an impact on our financial statements.
During the year ended December 31, 2023, we repurchased 1,324,524 shares of our outstanding common stock at an average price of $18.85 per share, exclusive of fees, commissions, and excise taxes, or $25 million, under our share repurchase program.
During the year ended December 31, 2023, we repurchased 1,324,524 shares of our outstanding common stock at an average price of $18.85 per share, exclusive of fees, commissions, and excise taxes, or $25 million, under this share repurchase program.
We are required to pay a quarterly commitment fee, at an applicable rate ranging from 0.25% to 0.40%, on the 52 daily unused portion of the Credit Facility for each fiscal quarter and in connection with the issuance of letters of credit.
We are required to pay a quarterly commitment fee, at an applicable rate ranging from 0.25% to 0.40%, on the daily unused portion of the Credit Facility for each fiscal quarter and in connection with the issuance of letters of credit.
For further information on the Amended Credit Agreement, the Credit Facility, the Term Loan B Facility, 2025 Senior Notes and 2026 Senior Notes, 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 on the Amended Credit Agreement, the Credit Facility, the Term Loan B Facility and 2026 Senior Notes, refer to “Note 8: Debt ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
During the first half of the year, experiences bookings typically exceed completed experiences, resulting in higher cash flow related to working capital, while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative.
During the first half of the year, experience bookings typically exceed completed experiences, resulting in higher cash flow related to working capital, while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative.
Refer to “Note 18: Segment and Geographic Information ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for a discussion of intersegment revenue and expenses for all periods presented.
Refer to “Note 18: Segment and Geographic Information ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for a discussion of intersegment revenue for all periods presented.
Depreciation and amortization Depreciation expense consists of depreciation on computer equipment, leasehold improvements, furniture, office equipment and other assets, and amortization of capitalized website development costs and right-of-use (“ROU”) assets related to our finance lease. Amortization consists of the amortization of definite-lived intangibles purchased in business acquisitions.
Depreciation and Amortization Depreciation expense consists of depreciation on computer equipment, leasehold improvements, furniture, office equipment and other assets, and amortization of capitalized website development costs and right-of-use assets related to our finance lease. Amortization consists of the amortization of definite-lived intangibles purchased in business acquisitions.
Therefore, we generally receive cash from the traveler prior to paying the experience operator and this operating cycle represents a source or use of cash to us.
Therefore, we generally receive cash from the traveler prior to paying the operator and this operating cycle represents a source or use of cash to us.
As of December 31, 2024, our unused revolver capacity was subject to a commitment fee of 0.25%, given the Company’s total net leverage ratio. The Credit Facility, among other things, requires us to maintain a maximum total net leverage ratio and contains certain customary affirmative and negative covenants and events of default, including for a change of control.
As of December 31, 2025, our unused revolver capacity was subject to a commitment fee of 0.25%, given the Company’s total net leverage ratio. The Credit Facility, among other things, requires us to maintain a maximum total net leverage ratio and contains certain customary affirmative and negative covenants and events of default, including for a change of control.
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 during the year ended December 31, 2024 when compared to the same period in 2023 of $35 million, primarily related to a decrease in marketing expenses, primarily paid online traffic acquisition costs, and to a lesser extent a decrease in personnel costs.
The decrease in adjusted EBITDA was primarily due to a decrease in revenue, as noted above, partially offset by a decrease of $22 million in the segment's operating expenses during the year ended December 31, 2024 when compared to the same period in 2023, primarily related to a decrease in marketing costs, primarily paid online traffic acquisition costs, and to a lesser extent a decrease in personnel costs.
As a result of our experience bookings, we generally receive cash from travelers 53 at the time of booking or prior to the occurrence of an experience, and we record these amounts, net of commissions, on our consolidated balance sheet as deferred merchant payables. We pay the experience operator, or the supplier, after the travelers’ use.
As a result of our experience bookings, we generally receive cash from travelers 54 at the time of booking or prior to the occurrence of an experience, and we record these amounts, net of commissions, on our consolidated balance sheet as deferred merchant payables. We pay the operator, or the supplier, after the travelers’ use.
Office Lease Commitments As of December 31, 2024, we leased approximately 280,000 square feet of office space for our corporate headquarters in Needham, Massachusetts, which has an expiration date of December 2030 and an option to extend the lease term for two consecutive terms of five years each.
Office Lease Commitments As of December 31, 2025, we leased approximately 280,000 square feet of office space for our corporate headquarters in Needham, Massachusetts, which has an expiration date of December 2030 and an option to extend the lease term for two consecutive terms of five years each.
As of December 31, 2024, we maintained a deferred income tax liability on our consolidated balance sheet, which was not material, for the U.S. federal and state income tax and foreign withholding tax liabilities on the cumulative undistributed foreign earnings that we no longer consider indefinitely reinvested.
As of December 31, 2025, we maintained a deferred income tax liability on our consolidated balance sheet, which was not material, for the U.S. federal and state income tax and foreign withholding tax liabilities on the cumulative undistributed foreign earnings that we no longer consider indefinitely reinvested.
As of December 31, 2024, other than the items discussed above, we did not have any off-balance sheet arrangements, that have, or are reasonably likely to have, a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
As of December 31, 2025, other than the items discussed above, we did not have any off-balance sheet arrangements, that have, or are reasonably likely to have, a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
(2) Expected interest payments on our Term Loan B Facility are based on the effective interest rate as of December 31, 2024, however, this effective interest rate is variable and could change significantly in the future. Amount assumes that our existing debt is repaid at maturity.
(2) Expected interest payments on our Term Loan B Facility are based on the effective interest rate as of December 31, 2025, however, this effective interest rate is variable and could change significantly in the future. Amount assumes that our existing debt is repaid at maturity.
Over recent years, the Organization for Economic Cooperation and Development (OECD) through its “Inclusive Framework” has been working on a “two-pillar” global tax consensus project that, if implemented, would result in certain changes to the current global tax regulatory framework.
Over recent years, the Organization for Economic Cooperation and Development (“OECD”) through its “Inclusive Framework” has been working on a “two-pillar” global tax consensus project that, if implemented, would result in certain changes to the current global tax regulatory framework.
We are also currently subject to audit by HMRC in tax years 2017 through 2022. If HMRC were to seek adjustments of a similar nature through a closure notice for transactions in these years, we could be subject to significant additional tax liabilities.
We are also currently subject to audit by HMRC in tax years 2017 through 2023. If HMRC were to seek adjustments of a similar nature through a closure notice for transactions in these years, we could be subject to significant additional tax liabilities.
Adjusted EBITDA Margin by Segment (3) 4 % 0 % (2 %) n.m. = not meaningful (1) Refer to “Note 18: Segment and Geographic Information ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for expense information needed in order to reconcile to the consolidated operating expense captions on the consolidated statements of operations.
Adjusted EBITDA Margin by Segment (3) 9.2 % 2.9 % -9.4 % 46 n.m. = not meaningful (1) Refer to “Note 18: Segment and Geographic Information ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for expense information needed in order to reconcile to the consolidated operating expense captions on the consolidated statements of operations.
Marketing Marketing expenses consist of direct costs, including traffic generation costs from paid online traffic acquisition costs (including SEM and other online traffic acquisition costs), syndication costs and affiliate marketing commissions, social media costs, brand advertising (including connected television, traditional television and other offline advertising), promotions and public relations.
Marketing Marketing expenses (or advertising costs) consist of direct costs, including traffic generation costs from paid online traffic acquisition costs (including SEM and other online traffic acquisition costs), syndication costs and 47 affiliate marketing commissions, social media costs, brand advertising (including connected television, traditional television and other offline advertising), promotions and public relations.
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.
A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023 can be found in Part II, Item 7.
Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure. When (i) it is probable that an asset has been impaired or a liability has been incurred; and (ii) the amount of the loss can be reasonably estimated and is material, we record the estimated loss in our consolidated statements of operations.
Routinely, we review the status of all significant outstanding matters to assess any potential financial exposure. We record the estimated loss in our consolidated statement of operations when (i) it is probable that an asset has been impaired or a liability has been incurred; and (ii) the amount of the loss can be reasonably estimated and is material.
As of December 31, 2024, we had a valuation allowance of approximately $106 million related to certain NOL carryforwards and other foreign deferred tax assets for which it is more likely than not, the tax benefit will not be realized. We classify deferred tax assets and liabilities as noncurrent on our consolidated balance sheet.
As of December 31, 2025, we had a valuation allowance of approximately $122 million related to certain NOL carryforwards and other foreign deferred tax assets for which it is more likely than not, the tax benefit will not be realized. We classify deferred tax assets and liabilities as noncurrent on our consolidated balance sheet.
Restructuring and Related Reorganization 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.
Restructuring and Related Reorganization Action During the fourth quarter of 2024, the Company approved and subsequently initiated a set of actions in order to reduce its cost structure, improve operational efficiencies, and realign its workforce with its strategic initiatives.
As of December 31, 2024 and 2023, we were in compliance with our covenant requirements in effect under the Credit Facility.
As of December 31, 2025 and 2024, we were in compliance with our covenant requirements in effect under the Credit Facility.
As a result, the Company incurred pre-tax restructuring and other related reorganization costs totaling $21 million, which consisted of a one-time contract termination fee to a third-party professional services firm and employee severance and related benefits.
As a result, the Company incurred pre-tax restructuring and other related reorganization costs totaling $21 million, during the fourth quarter of 2024, which consisted of a one-time contract termination fee to a third-party professional services firm and employee severance and related benefits.
This amount represents the one-time retrospective liability for the periods prior to April 1, 2024, while all prospective periods are and will be included within adjusted EBITDA, respectively. This cost is reflected in cost of sales on our consolidated statement of operations.
This amount represents the one-time retrospective liability for the periods prior to April 1, 2024, while all prospective periods are included within adjusted EBITDA. This cost is reflected in cost of sales on our consolidated statement of operations.
Refer to “Note 10: Income Taxes ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K and the “Contingencies” discussion below for further information, including certain uncertainties, critical estimates, and potential contingencies related to ongoing audits regarding income taxes. 39 Certain Relationships and Related Party Transactions For information on our related party transactions, refer to “Note 17: Related Party Transactions ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
Refer to “Note 10: Income Taxes ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K and the “Contingencies” discussion below for further information, including certain uncertainties, critical estimates, and potential contingencies related to ongoing audits regarding income taxes.
(7) Expected commitment fee payments are based on the daily unused portion of the Credit Facility, issued letters of credit, and the effective commitment fee rate as of December 31, 2024; however, these variables could change significantly in the future.
(6) Expected commitment fee payments are based on the daily unused portion of the Credit Facility, issued letters of credit, and the effective commitment fee rate as of December 31, 2025; however, these variables could change significantly in the future.
To the extent future distributions from these subsidiaries will be taxable, a deferred 57 income tax liability has been accrued on our consolidated balance sheet, which was not material as of December 31, 2024. As of December 31, 2024, $582 million of our cumulative undistributed foreign earnings were no longer considered to be indefinitely reinvested.
To the extent future distributions from these subsidiaries will be taxable, a deferred 58 income tax liability has been accrued on our consolidated balance sheet, which was not material as of December 31, 2025. As of December 31, 2025, $584 million of our cumulative undistributed foreign earnings were no longer considered to be indefinitely reinvested.
(9) Excluded from the table is $78 million of unrecognized tax benefits, including interest, which is included in other long-term liabilities on our consolidated balance sheet as of December 31, 2024, for which we cannot make a reasonably reliable estimate of the amount and period of payment.
(8) Excluded from the table is $73 million of unrecognized tax benefits, including interest, which is included in other long-term liabilities on our consolidated balance sheet as of December 31, 2025, for which we cannot make a reasonably reliable estimate of the amount and period of payment.
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, to continue growing revenue, operating scale, and market share gains for the long-term.
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 to continue growing revenue, operating scale, and market share for the long-term.
As of December 31, 2024, we had $582 million of cumulative undistributed earnings in foreign subsidiaries which were no longer considered to be indefinitely reinvested.
As of December 31, 2025, we had $584 million of cumulative undistributed earnings in foreign subsidiaries which were no longer considered to be indefinitely reinvested.
We account for this lease as a finance lease as of December 31, 2024.
We account for this lease as a finance lease as of December 31, 2025.
During the three months ended June 30, 2023, we repurchased 4,724,729 shares of our outstanding common stock at an average price of $15.85 per share, exclusive of fees, commissions, and excise taxes, or $75 million in the aggregate, which completed this share repurchase program.
During the second quarter of 2023, we repurchased 4,724,729 shares of our outstanding common stock at an average price of $15.85 per share, exclusive of fees, commissions, and excise taxes, or $75 million in the aggregate, which completed this share repurchase program.
(8) Estimated purchase obligations that are fixed and determinable, primarily related to telecommunication and licensing contracts, with various expiration dates through June 2029. These contracts have non-cancelable terms or are cancelable only upon payment of significant penalty.
(7) Estimated purchase obligations that are fixed and determinable, primarily related to telecommunication and licensing contracts, with various expiration dates through December 2030. These contracts have non-cancelable terms or are cancelable only upon payment of significant penalty.
On September 7, 2023, our Board of Directors authorized the repurchase of $250 million in shares of our common stock under a new share repurchase program. This share repurchase program, which has a term of two years, does not obligate the Company to acquire any particular number of shares and may be modified, suspended or discontinued at any time.
On September 7, 2023, our Board of Directors authorized the repurchase of $250 million in shares of our common stock under a new share repurchase program. This share repurchase program does not have a fixed expiration date or obligate the Company to acquire any particular number of shares and may be modified, suspended or discontinued at any time.
As of December 31, 2024, approximately $227 million of our cash and cash equivalents were held by our international subsidiaries outside of the U.S., of which approximately 44% was held in the U.K. As of December 31, 2024, the significant majority of our cash was denominated in U.S. dollars.
As of December 31, 2025, approximately $241 million of our cash and cash equivalents were held by our international subsidiaries outside of the U.S., of which approximately 40% was held in the U.K. As of December 31, 2025, the significant majority of our cash was denominated in U.S. dollars.
If consensus is reached on Pillar One, unilateral digital services taxes should be repealed, however until such time we continue to be subject to these taxes.
If consensus is reached on Pillar One, unilateral digital services taxes is expected to be repealed, however until such time we continue to be subject to these taxes and are currently subject to unilateral digital services taxes.
Year ended December 31, 2024 2023 2022 (in millions) Restructuring and other related reorganization costs $ 21 $ 22 $ — % of revenue 1.1 % 1.2 % 0.0 % The Company incurred pre-tax restructuring and other related reorganization costs of $21 million during the year ended December 31, 2024, as discussed above.
Year ended December 31, 2025 2024 2023 (in millions) Restructuring and other related reorganization costs $ 43.4 $ 21.1 $ 22.2 % of revenue 2.3 % 1.2 % 1.2 % 49 The Company incurred pre-tax restructuring and other related reorganization costs of $43 million during the year ended December 31, 2025, as discussed above.
Our liquidity needs can also be met through drawdowns under the Credit Facility. As of both December 31, 2024 and 2023, we had approximately $1.1 billion of cash and cash equivalents, and $497 million of available borrowing capacity under our Credit Facility as of December 31, 2024.
Our liquidity needs can also be met through drawdowns under the Credit Facility. As of December 31, 2025 and 2024, we had approximately $1.0 billion and $1.1 billion, respectively, of cash and cash equivalents, and $496 million of available borrowing capacity under the Credit Facility as of December 31, 2025.
We recorded a total income tax provision of $82 million for the year ended December 31, 2024.
We recorded a total income tax provision of $5 million for the year ended December 31, 2025.
Refer to “Note 1: Organization and Business Description ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information.
Refer to “Note 18: Segment and Geographic Information ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information.
Adjusted EBITDA in TheFork segment improved by $19 million during the year ended December 31, 2024 when compared to the same period in 2023, and adjusted EBITDA margin improved by 12 percentage points during the year ended December 31, 2024 when compared to the same period in 2023.
Adjusted EBITDA in TheFork segment improved by $15 million during the year ended December 31, 2025 when compared to the same period in 2024, and adjusted EBITDA margin improved by 6.3 percentage points during the year ended December 31, 2025 when compared to the same period in 2024.
(5) Estimated future lease payments for our corporate headquarters in Needham, Massachusetts. These amounts exclude expected rental income under non-cancelable subleases. (6) Estimated future lease payments for our operating leases, primarily for office space, with non-cancelable lease terms. These amounts exclude expected rental income under non-cancelable subleases.
(5) Estimated undiscounted future lease payments for our operating leases, primarily for office space, with non-cancelable lease terms. These amounts exclude expected rental income under non-cancelable subleases.
Principal payments of $1 million were made during the year ended December 31, 2024. The 2026 Senior Notes are not registered securities and there are currently no plans to register these notes as securities in the future.
Principal payments of $9 million were made under the Term Loan B Facility during the year ended December 31, 2025. The 2026 Senior Notes are not registered securities and there are currently no plans to register these notes as securities in the future.
During the year ended December 31, 2024, the Company repurchased 1,366,385 shares of its common stock at an average price of $18.28 per share, exclusive of fees, commissions, and excise taxes, or $25 million in the aggregate. As of December 31, 2024, there was $200 million remaining available to repurchase shares of its common stock under this share repurchase program.
During the year ended December 31, 2024, the Company repurchased 1,366,385 shares of its common stock at an average price of $18.28 per share, exclusive of fees, commissions, and excise taxes, or $25 million in the aggregate.
For information regarding interest rates on potential borrowings under the Credit Facility refer to “Note 8: Debt ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
The Company may borrow from the Credit Facility in U.S. dollars, Euros and Sterling. For information regarding interest rates on potential borrowings under the Credit Facility refer to “Note 8: Debt ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
Tripadvisor Experiences and Dining Revenue Tripadvisor experiences and dining revenue includes intercompany (intersegment) revenue consisting of affiliate marketing commissions earned primarily from experience bookings, and to a lesser extent, restaurant reservation bookings on Tripadvisor-branded websites and mobile apps, fulfilled by Viator and TheFork, respectively, which is eliminated on a consolidated basis, in addition to revenue earned from Brand Tripadvisor’s restaurant offerings.
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 B2B restaurant offerings.
Refer to “Note 1: Organization and Business Description ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information.
Refer to “Note 14: Stockholders’ Equity ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information.
We are currently subject to unilateral digital services taxes, and during the years ended December 31, 2024, 2023 and 2022, we recorded $18 million, $18 million and $9 million, respectively, of digital service taxes to cost of sales on our consolidated statements of operations.
During the years ended December 31, 2025, 2024 and 2023, we recorded $16 million, $18 million and $18 million, respectively, of digital service taxes to cost of sales on our consolidated statements of operations.
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.
Heightened geopolitical tensions and conflicts, including the evolving events in the Middle East and between Ukraine and Russia; acts of terrorism; political instability and public-health related events are examples of events that could have a negative impact on the travel industry and, as a result, our financial results.
In addition, this amount includes a one-time charge of $3 million during the year ended December 31, 2024, resulting from enacted tax legislation in Canada during June 2024 related to digital service taxes, which requires retrospective application back to January 1, 2022.
Refer to "Note 11: Commitments and Contingencies " for further information. In addition, this amount includes a one-time charge of $3 million during the year ended December 31, 2024, resulting from enacted digital service tax legislation in Canada in June 2024, which required retrospective application back to January 1, 2022.
We believe that our available cash and cash equivalents will be sufficient to fund our foreseeable working capital requirements, capital expenditures, existing business growth initiatives, debt and interest obligations, lease commitments, obligations under the Merger Agreement, and other financial commitments through at least the next twelve months.
We believe that our available cash and cash equivalents will be sufficient to fund our foreseeable working capital requirements, capital expenditures, existing business growth initiatives, debt and interest obligations, including repayment of its 2026 Senior Notes on April 1, 2026, lease commitments, and other financial commitments through at least the next twelve months.
Usage of this payment option may continue to increase, though it is still not used in a majority of bookings to date, and affect the timing of our future cash flows and working capital.
Usage of this payment option may continue to increase, though it is still not used in a majority of bookings to date, and affect the timing of our future cash flows and working capital. As described above, on April 29, 2025, the Merger with LTRIP closed.
Our future capital requirements may also include capital needs for acquisitions and/or other expenditures in support of our business strategy, which may potentially reduce our cash balance and/or require us to borrow under the Credit Facility or to seek other financing alternatives. 54 Our cash flows from operating, investing and financing activities, as reflected in our consolidated statements of cash flows, are summarized in the following table: Year ended December 31, 2024 2023 2022 (in millions) Net cash provided by (used in): Operating activities $ 144 $ 235 $ 400 Investing activities (73 ) (63 ) (52 ) Financing activities (63 ) (127 ) (27 ) During the year ended December 31, 2024, our primary source of cash was from operations, while our primary use of cash was from financing activities (including repurchases of our outstanding common stock at an aggregate cost of $25 million under our existing share repurchase program, payment of withholding taxes on net share settlements of our equity awards of $21 million, and financing costs related to the issuance of our Term Loan B Facility of $7 million) and investing activities (including capital expenditures of $74 million incurred during the year ended December 31, 2024).
Our future capital requirements may also include capital needs for acquisitions and/or other expenditures in support of our business strategy, which may potentially reduce our cash balance and/or require us to borrow under the Credit Facility or to seek other financing alternatives. 55 Our cash flows from operating, investing and financing activities, as reflected in our consolidated statements of cash flows, are summarized in the following table: Year ended December 31, 2025 2024 2023 (in millions) Net cash provided by (used in): Operating activities $ 245 $ 144 $ 235 Investing activities $ (84 ) $ (73 ) $ (63 ) Financing activities $ (197 ) $ (63 ) $ (127 ) During the year ended December 31, 2025, our primary source of cash was from operations, while our primary use of cash was from financing activities (including $411 million to repurchase our outstanding common stock pursuant to the Merger, $90 million in repurchases of our outstanding common stock under the existing share repurchase program, and $20 million in payments of withholding taxes on net share settlements of equity awards), and investing activities (including $82 million in capital expenditures).
In addition to our corporate headquarters lease, we have contractual obligations in the form of operating leases for office space, in which we lease an aggregate of approximately 165,000 square feet, at nearly 25 other locations across North America, Europe and Asia Pacific, in cities such as New York, London, Singapore, Barcelona and 56 Paris, primarily used for sales offices, subsidiary headquarters, and international management teams, pursuant to leases with various expiration dates, with the latest expiring in March 2034.
In addition to our corporate headquarters lease, we have contractual obligations in the form of operating leases for office space, in which we lease an aggregate of approximately 172,000 square feet, at nearly 25 other locations across North America, Europe and Asia Pacific, in cities such as New York, London, Singapore, Barcelona and Paris, primarily used for sales offices, subsidiary headquarters, and international management teams, pursuant to leases with various expiration dates, with the latest expiring in December 2034. 57 Contingencies In the ordinary course of business, we are party to legal, regulatory and administrative matters, including threats thereof, arising out of, or in connection with our operations.
Adjusted EBITDA in our Brand Tripadvisor segment decreased $47 million during the year ended December 31, 2024 when compared to the same period in 2023, while adjusted EBITDA margin decreased by 2 percentage points during the year ended December 31, 2024 when compared to the same period in 2023.
Adjusted EBITDA in our Hotels and Other segment decreased $47 million during the year ended December 31, 2025 when compared to the same period in 2024, while adjusted EBITDA margin decreased by 3.5 percentage points during the year ended December 31, 2025 when compared to the same period in 2024.
Net income (loss) Year ended December 31, 2024 2023 2022 (in millions) Net income (loss) $ 5 $ 10 $ 20 Net income (loss) margin 0.3 % 0.6 % 1.3 % Net income decreased $5 million during the year ended December 31, 2024 when compared to the same period in 2023.
Net income (loss) Year ended December 31, 2025 2024 2023 (in millions) Net income (loss) $ 39.8 $ 4.9 $ 10.4 Net income (loss) margin 2.1 % 0.3 % 0.6 % Net income increased $35 million during the year ended December 31, 2025 when compared to the same period in 2024.
Net cash provided by operating activities for the year ended December 31, 2024, decreased by $91 million when compared to the same period in 2023, primarily due to a decrease in working capital of $121 million, and to a lesser extent, a decrease in net income of $5 million, partially offset by an increase in non-cash items of $35 million, primarily due to an increase in stock-based compensation expense.
Net cash provided by operating activities for the year ended December 31, 2025, increased by $101 million when compared to the same period in 2024, primarily due to an increase in working capital of $50 million, and to a lesser extent, an increase in net income of $35 million and an increase in non-cash items of $16 million.
The Term Loan B Facility was offered at 99.75% of par and is required to be paid down at 1.00% of the aggregate principal amount per year, repayable in quarterly installments on the last day of each calendar quarter, commencing December 31, 2024, equal to 0.25% of the original principal amount with the balance due on the maturity date.
We refer to the Term Loan B Facility, combined with the Tack-On Incremental Term Loan B Facility, as the “Term Loan B Facility.” The Term Loan B Facility is required to be paid down at 1.00% of the aggregate principal amount per year, repayable in quarterly installments on the last day of each calendar quarter, equal to 0.25% of the principal amount with the balance due on the maturity date.
Refer to “Note 1: Organization and Business Description ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for additional information on the Merger.
Certain Relationships and Related Party Transactions For information on our related party transactions, refer to “Note 17: Related Party Transactions ” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
Adjusted EBITDA in the Viator segment improved by $33 million during the year ended December 31, 2024 when compared to the same period in 2023, and adjusted EBITDA margin improved by 4 percentage points during the year ended December 31, 2024 when compared to the same period in 2023.
Adjusted EBITDA in our Hotels and Other segment decreased $61 million during the year ended December 31, 2024 when compared to the same period in 2023, while adjusted EBITDA margin decreased by 3.9 percentage points during the year ended December 31, 2024 when compared to the same period in 2023.
Net cash used in investing activities for the year ended December 31, 2024 increased by $10 million when compared to the same period in 2023, due to an increase in capital expenditures across the business.
Net cash used in investing activities for the year ended December 31, 2025 increased by $11 million when compared to the same period in 2024, largely due to an increase in capital investment primarily in technology and office space across the Company.
Net cash used in financing activities for the year ended December 31, 2024 decreased by $64 million when compared to the same period in 2023, primarily due to a decrease in net cash used to purchase shares of our common stock under share repurchase programs of $75 million, partially offset by financing costs related to the issuance of our Term Loan B Facility of $7 million during 2024. 55 The following table summarizes our current and long-term material cash requirements, both accrued and off-balance sheet, as of December 31, 2024: By Period Total Less than 1 year 1 to 3 years 3 to 5 years More than 5 years (in millions) Term Loan B Facility (1) $ 499 $ 5 $ 10 $ 10 $ 474 Expected interest payments on Term Loan B Facility (2) 219 35 68 67 49 2026 Senior Notes (3) 345 — 345 — — Expected interest payments on 2026 Senior Notes (4) 1 1 — — — Finance lease obligations (5) 57 10 20 18 9 Operating lease obligations (6) 20 7 6 3 4 Expected commitment fee payments on Credit Facility (7) 4 1 2 1 — Purchase obligations and other (8) 106 35 54 17 — Total (9)(10)(11) $ 1,251 $ 94 $ 505 $ 116 $ 536 (1) Represents outstanding principal on our Term Loan B Facility due July 2031 and assumes that existing debt is repaid at maturity.
Net cash used in financing activities for the year ended December 31, 2025 increased by $134 million when compared to the same period in 2024, primarily due to $411 million for the repurchase of our outstanding common stock pursuant to the Merger, a $65 million increase in net cash used to repurchase shares of our outstanding common stock under the existing share repurchase program, and a net decrease in proceeds received from the issuance of debt under the Term Loan B Facility during 2025 of $152 million, net of financing costs, partially offset by the repayment of the 2025 Senior Notes of $500 million during 2024. 56 The following table summarizes our current and long-term material cash requirements, both accrued and off-balance sheet, as of December 31, 2025: By Period Total Less than 1 year 1 to 3 years 3 to 5 years More than 5 years (in millions) Term Loan B Facility (1) $ 840 $ 9 $ 17 $ 17 $ 797 Expected interest payments on Term Loan B Facility (2) 286 53 105 102 26 2026 Senior Notes (3) 345 345 — — — Finance lease obligations (4) 48 10 20 18 — Operating lease obligations (5) 45 10 13 8 14 Expected commitment fee payments on Credit Facility (6) 3 1 2 — — Purchase obligations and other (7) 88 43 43 2 — Total (8)(9) $ 1,655 $ 471 $ 200 $ 147 $ 837 (1) Represents outstanding principal on our Term Loan B Facility due July 2031 and assumes that existing debt is repaid at maturity.
Our actual results may differ from the results discussed in any forward looking statements, which may be due to factors discussed in “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Overview The Tripadvisor group operates as a family of brands with a purpose of connecting people to experiences worth sharing.
Our actual results may differ from the results discussed in any forward looking statements, which may be due to factors discussed in “Risk Factors” and elsewhere in this Annual Report on Form 10-K.
Some of these limitations are: • Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; • Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; • Adjusted EBITDA does not reflect the interest expense, or cash requirements necessary to service interest or principal payments on our debt; • Adjusted EBITDA does not consider the potentially dilutive impact of stock-based compensation; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; • Adjusted EBITDA does not reflect certain income and expenses not directly tied to the ongoing core operations of our business, such as legal reserves, settlements and other, restructuring and other related reorganization costs, and transaction related expenses; • Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; • Adjusted EBITDA is unaudited and does not conform to SEC Regulation S-X, and as a result such information may be presented differently in our future filings with the SEC; and • other companies, including companies in our own industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. 51 The following table presents a reconciliation of Adjusted EBITDA to Net Income (Loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, for the periods presented: Year ended December 31, 2024 2023 2022 (in millions) Net income (loss) $ 5 $ 10 $ 20 Add: Provision (benefit) for income taxes 82 115 47 Add: Other expense (income), net 5 1 34 Add: Restructuring and other related reorganization costs 21 22 — Add: Legal reserves, settlements and other (1) 18 — 1 Add: Transaction related expenses (2) 3 3 — Add: Other non-recurring expenses (income) (3) — — 8 Add: Stock-based compensation 120 96 88 Add: Depreciation and amortization 85 87 97 Adjusted EBITDA $ 339 $ 334 $ 295 (1) This amount primarily includes an estimated accrual for the potential settlement of a regulatory related matter of $10 million, expensed during 2024.
Some of these limitations are: • Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; • Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; • Adjusted EBITDA does not reflect the interest expense, or cash requirements necessary to service interest or principal payments on our debt; • Adjusted EBITDA does not consider the potentially dilutive impact of stock-based compensation; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; • Adjusted EBITDA does not reflect certain income and expenses not directly tied to the ongoing core operations of our business, such as legal reserves, settlements and other, restructuring and other related reorganization costs, and transaction related expenses; • Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; • Adjusted EBITDA is unaudited and does not conform to SEC Regulation S-X, and as a result such information may be presented differently in our future filings with the SEC; and • other companies, including companies in our own industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
In March 2021, the Company completed the sale of $345 million of the 2026 Senior Notes. The 2026 Senior Notes provide, among other things, that interest at a rate of 0.25% per annum, is payable on April 1 and October 1 of each year, until their maturity on April 1, 2026.
The outstanding principal under the 2026 Senior Notes of $345 million provides, among other things, that interest at a rate of 0.25% per annum is payable on April 1 and October 1 of each year, until their maturity on April 1, 2026, which the Company expects to repay using its existing cash and cash equivalents.
The following is a detailed discussion of the revenue sources within our Brand Tripadvisor segment: Year ended December 31, % Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Brand Tripadvisor: (in millions, except percentages) Tripadvisor-branded hotels $ 585 $ 659 $ 650 (11 %) 1 % % of Brand Tripadvisor revenue* 62 % 64 % 67 % Media and advertising 150 145 130 3 % 12 % % of Brand Tripadvisor revenue* 16 % 14 % 13 % Tripadvisor experiences and dining (1) 169 176 134 (4 %) 31 % % of Brand Tripadvisor revenue* 18 % 17 % 14 % Other 45 51 52 (12 %) (2 %) % of Brand Tripadvisor revenue* 5 % 5 % 5 % Total Brand Tripadvisor Revenue $ 949 $ 1,031 $ 966 (8 %) 7 % 42 *Percentages may not total to 100% due to rounding (1) Tripadvisor experiences and dining revenue within the Brand Tripadvisor segment is shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis.
The following is a detailed discussion of the revenue sources within our Hotels and Other segment: Year ended December 31, % Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Hotels and Other: (in millions, except percentages) Hotels $ 550.3 $ 584.5 $ 659.0 (6 %) (11 %) % of Hotels and Other revenue* 73 % 71 % 73 % Media and advertising 132.0 149.7 145.1 (12 %) 3 % % of Hotels and Other revenue* 18 % 18 % 16 % Other (1) 67.8 83.9 97.4 (19 %) (14 %) % of Hotels and Other revenue* 9 % 10 % 11 % Total Hotels and Other Revenue $ 750.1 $ 818.1 $ 901.5 (8 %) (9 %) *Percentages may not total to 100% due to rounding 45 (1) Tripadvisor dining revenue within the Hotels and Other segment is shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis.
Tripadvisor-branded Hotels Revenue Tripadvisor-branded hotels revenue decreased $74 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to a decrease in hotel meta revenue and, to a lesser extent, a decrease in hotel B2B revenue as the Company transitioned from a sales-led model to a self-service model during 2024.
Hotels Revenue Hotels revenue decreased $34 million during the year ended December 31, 2025 when compared to the same period in 2024, primarily due to a decrease in hotel metasearch revenue and, to a lesser extent, a decrease in hotel B2B revenue.
Media and Advertising Revenue Media and advertising revenue consists of revenue from display-based advertising (or “media advertising”) across our platform and increased $5 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to an increase in overall advertising campaigns and pricing.
Media and Advertising Revenue Media and advertising revenue, which primarily consists of revenue from display-based advertising across our Tripadvisor Group platform, decreased $18 million during the year ended December 31, 2025 when compared to the same period in 2024.
Year ended December 31, % Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) Technology $ 91 $ 80 $ 63 14 % 27 % % of revenue 5.0 % 4.5 % 4.2 % 2024 vs. 2023 Technology costs increased $11 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to increased licensing costs in the Viator segment, and to a lesser extent, increased data center costs in the Brand Tripadvisor segment. 47 2023 vs. 2022 Technology costs increased $17 million during the year ended December 31, 2023 when compared to the same period in 2022, primarily due to increased licensing costs, and to a lesser extent, increased data center costs in both the Brand Tripadvisor and Viator segments.
Year ended December 31, % Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in millions) Technology $ 98.7 $ 91.3 $ 80.0 8 % 14 % % of revenue 5.2 % 5.0 % 4.5 % 48 Technology costs increased $7 million during the year ended December 31, 2025 when compared to the same period in 2024, primarily due to increased data center costs in Hotels and Other and licensing costs in Experiences.
In addition, personnel expenses include costs associated with contingent staff, bonuses and commissions for sales, sales support, customer support and marketing employees.
Personnel Personnel expenses consist primarily of salaries, payroll taxes, bonuses, employee health and other benefits, and stock-based compensation. In addition, personnel expenses include costs associated with contingent staff, bonuses and commissions for sales, sales support, customer support and marketing employees.
(3) “Adjusted EBITDA Margin by Segment” is defined as Adjusted EBITDA by segment divided by revenue by segment. Brand Tripadvisor revenue decreased by $82 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to a decrease in hotel meta revenue and, to a lesser extent, a decrease in hotel B2B revenue.
The decrease in adjusted EBITDA margin during the year ended December 31, 2025 when compared to the same period in 2024, was largely due to an increase in marketing costs as a percent of revenue. 2024 vs. 2023 Hotels and Other revenue decreased by $83 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to a decrease in hotel meta revenue and, to a lesser extent, a decrease in hotel B2B revenue.
Year ended December 31, 2024 2023 2022 (in millions) Depreciation $ 79 $ 78 $ 84 Amortization of intangible assets 6 9 13 Total depreciation and amortization $ 85 $ 87 $ 97 % of revenue 4.6 % 4.9 % 6.5 % Depreciation and amortization decreased $2 million during the year ended December 31, 2024 when compared to the same period in 2023, primarily due to the completion of amortization related to intangible assets purchased in business acquisitions from previous years. 48 Restructuring and other related reorganization costs Restructuring and other related reorganization costs consist primarily of employee severance and related benefits and other related reorganization costs.
Year ended December 31, 2025 2024 2023 (in millions) Depreciation $ 89.6 $ 78.6 $ 78.2 Amortization of intangible assets 2.8 6.5 8.8 Total depreciation and amortization $ 92.4 $ 85.1 $ 87.0 % of revenue 4.9 % 4.6 % 4.9 % Depreciation and amortization increased $7 million during the year ended December 31, 2025 when compared to the same period in 2024, primarily due to increased depreciation related to previous capital expenditure investments in internal website development, partially offset by the completion of amortization related to intangible assets purchased in business acquisitions in previous years.
During the three months ended September 30, 2023, we received a competent authority refund of $49 million, inclusive of interest income, related to this IRS audit settlement. In addition, in January 2021, we received an issue closure notice from HM Revenue & Customs (“HMRC”) in the U.K. relating to adjustments for the 2012 through 2016 tax years.
In addition, in January 2021, we received an issue closure notice from HM Revenue & Customs (“HMRC”) in the U.K. relating to adjustments for the 2012 through 2016 tax years.
A “non-GAAP financial measure” refers to a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in such company’s financial statements.
A “non-GAAP financial measure” refers to a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in such company’s financial statements. 51 Adjusted EBITDA is also our reported measure of segment profit and a key measure used by our CODM, management and Board of Directors to understand and evaluate the operating performance of our business as a whole and our individual operating segments, and on which internal budgets and forecasts are based and approved.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe elimination of such intersegment transactions is included within the “Corporate & Eliminations” column in the tables below . 116 Year ended December 31, 2024 Brand Tripadvisor (1) Viator (2) TheFork (3) Corporate & Eliminations Total (in millions) External revenue $ 814 $ 840 $ 181 $ — $ 1,835 Intersegment revenue 135 — — ( 135 ) — Revenue $ 949 $ 840 $ 181 $ ( 135 ) $ 1,835 Less: (4) Cost of sales (5) 33 80 15 — 128 Marketing 251 562 51 ( 135 ) 729 Personnel (exclusive of stock-based compensation as shown separately below) 266 126 83 — 475 Technology 54 25 12 — 91 General and administrative (6) 44 14 15 — 73 Adjusted EBITDA 301 33 5 — 339 Depreciation and amortization ( 85 ) ( 85 ) Stock-based compensation ( 120 ) ( 120 ) Restructuring and other related reorganization costs (7) ( 18 ) ( 2 ) ( 1 ) ( 21 ) Legal reserves, settlements and other (8) ( 18 ) ( 18 ) Transaction related expenses (9) ( 3 ) ( 3 ) Operating income (loss) 92 Other income (expense), net ( 5 ) Income (loss) before income taxes 87 (Provision) benefit for income taxes ( 82 ) Net income (loss) 5 Year ended December 31, 2023 Brand Tripadvisor (1) Viator (2) TheFork (3) Corporate & Eliminations Total (in millions) External revenue $ 897 $ 737 $ 154 $ — $ 1,788 Intersegment revenue 134 — — ( 134 ) — Revenue $ 1,031 $ 737 $ 154 $ ( 134 ) $ 1,788 Less: (4) Cost of sales 31 79 9 — 119 Marketing 279 519 41 ( 134 ) 705 Personnel (exclusive of stock-based compensation as shown separately below) 273 110 91 — 474 Technology 50 18 12 — 80 General and administrative (10) 50 11 15 — 76 Adjusted EBITDA 348 — ( 14 ) — 334 Depreciation and amortization ( 87 ) ( 87 ) Stock-based compensation ( 96 ) ( 96 ) Restructuring and other related reorganization costs (7) ( 10 ) ( 3 ) ( 9 ) — ( 22 ) Transaction related expenses (9) ( 3 ) ( 3 ) Operating income (loss) 126 Other income (expense), net ( 1 ) Income (loss) before income taxes 125 (Provision) benefit for income taxes ( 115 ) Net income (loss) 10 117 Year ended December 31, 2022 Brand Tripadvisor (1) Viator (2) TheFork (3) Corporate & Eliminations Total (in millions) External revenue $ 873 $ 493 $ 126 $ — $ 1,492 Intersegment revenue 93 — — ( 93 ) — Revenue $ 966 $ 493 $ 126 $ ( 93 ) $ 1,492 Less: (4) Cost of sales 20 51 7 — 78 Marketing 260 351 58 ( 93 ) 576 Personnel (exclusive of stock-based compensation as shown separately below) 249 81 85 — 415 Technology 42 9 12 — 63 General and administrative (11) 50 12 3 — 65 Adjusted EBITDA 345 ( 11 ) ( 39 ) — 295 Depreciation and amortization ( 97 ) ( 97 ) Stock-based compensation ( 88 ) ( 88 ) Legal reserves, settlements and other ( 1 ) ( 1 ) Other non-recurring expenses (income) (12) ( 8 ) ( 8 ) Operating income (loss) 101 Other income (expense), net ( 34 ) Income (loss) before income taxes 67 (Provision) benefit for income taxes ( 47 ) Net income (loss) 20 (1) Certain personnel cost s of $ 7 million, $ 6 million and $ 5 million for the years ended December 31, 2024, 2023 and 2022 , respectively, were allocated to the Viator and TheFork segments.
Biggest changeThe elimination of such intersegment transactions is included within the “Corporate & Eliminations” column in the tables below . 119 Year ended December 31, 2025 Experiences (1) Hotels and Other (2) TheFork (3) Corporate & Eliminations Total (in millions) External revenue $ 924 $ 746 $ 221 $ — $ 1,891 Intersegment revenue — 4 — ( 4 ) — Revenue $ 924 $ 750 $ 221 $ ( 4 ) $ 1,891 Less: (4) Cost of sales 93 30 22 145 Marketing 538 195 62 ( 4 ) 791 Personnel (exclusive of stock-based compensation as shown separately below) 153 226 86 465 Technology 31 54 14 99 General and administrative (5) 18 38 16 72 Adjusted EBITDA 91 207 21 — 319 Depreciation and amortization ( 92 ) ( 92 ) Stock-based compensation ( 108 ) ( 108 ) Restructuring and other related reorganization costs (6) ( 10 ) ( 30 ) ( 3 ) ( 43 ) Legal reserves, settlements and other (7) 4 4 Operating income (loss) 80 Other income (expense), net ( 35 ) Income (loss) before income taxes 45 (Provision) benefit for income taxes ( 5 ) Net income (loss) $ 40 Year ended December 31, 2024 Experiences (1) Hotels and Other (2) TheFork (3) Corporate & Eliminations Total (in millions) External revenue $ 840 $ 814 $ 181 $ — $ 1,835 Intersegment revenue — 4 — ( 4 ) — Revenue $ 840 $ 818 $ 181 $ ( 4 ) $ 1,835 Less: (4) Cost of sales (8) 81 32 15 — 128 Marketing 500 182 51 ( 4 ) 729 Personnel (exclusive of stock-based compensation as shown separately below) 141 251 83 — 475 Technology 25 54 12 — 91 General and administrative (9) 14 44 15 — 73 Adjusted EBITDA 79 255 5 — 339 Depreciation and amortization ( 85 ) ( 85 ) Stock-based compensation ( 120 ) ( 120 ) Restructuring and other related reorganization costs (6) ( 2 ) ( 18 ) ( 1 ) — ( 21 ) Legal reserves, settlements and other (10) ( 18 ) ( 18 ) Transaction related expenses (11) ( 3 ) ( 3 ) Operating income (loss) 92 Other income (expense), net ( 5 ) Income (loss) before income taxes 87 (Provision) benefit for income taxes ( 82 ) Net income (loss) $ 5 120 Year ended December 31, 2023 Experiences (1) Hotels and Other (2) TheFork (3) Corporate & Eliminations Total (in millions) External revenue $ 737 $ 897 $ 154 $ — $ 1,788 Intersegment revenue — 4 — ( 4 ) — Revenue $ 737 $ 901 $ 154 $ ( 4 ) $ 1,788 Less: (4) Cost of sales 79 31 9 — 119 Marketing 469 199 41 ( 4 ) 705 Personnel (exclusive of stock-based compensation as shown separately below) 126 257 91 — 474 Technology 18 50 12 — 80 General and administrative (12) 12 49 15 — 76 Adjusted EBITDA 33 315 ( 14 ) — 334 Depreciation and amortization ( 87 ) ( 87 ) Stock-based compensation ( 96 ) ( 96 ) Restructuring and other related reorganization costs (6) ( 3 ) ( 10 ) ( 9 ) - ( 22 ) Transaction related expenses (11) ( 3 ) ( 3 ) Operating income (loss) 126 Other income (expense), net ( 1 ) Income (loss) before income taxes 125 (Provision) benefit for income taxes ( 115 ) Net income (loss) $ 10 (1) Includes certain shared personnel costs allocated from the Hotels and Other segment of $ 12 million, $ 10 million and $ 8 million for the years ended December 31, 2025, 2024 and 2023 , respectively.
Refer to “Note 3: Financial Instruments and Fair Value Measurements ” and “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 on our cash and cash equivalents, investments and other financial instruments, 2026 Senior Notes, Term Loan B Facility and our Credit Facility.
Refer to “Note 3: Financial Instruments and Fair Value Measurements ” and “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 on our cash and cash equivalents, investments and other financial instruments, 2026 Senior Notes, Term Loan B Facility and the Credit Facility.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: ORGANIZATION AND BUSINESS DESCRIPTION We refer to Tripadvisor, Inc. and our wholly-owned subsidiaries as “Tripadvisor,” “Tripadvisor group,” “the Company,” “us,” “we” and “our” in these notes to the consolidated financial statements. On December 20, 2011, Expedia Group, Inc. (“Expedia”) completed a spin-off of Tripadvisor into a separate publicly traded Delaware corporation.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: ORGANIZATION AND BUSINESS DESCRIPTION We refer to Tripadvisor, Inc. and our wholly-owned subsidiaries as “Tripadvisor,” “the Group,” “the Company,” “us,” “we” and “our” in these notes to the consolidated financial statements. On December 20, 2011, Expedia Group, Inc. (“Expedia”) completed a spin-off of Tripadvisor into a separate publicly traded Delaware corporation.
Our financial performance tends to be highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, including traveler accommodation stays, and travel experiences taken, compared to the first and fourth quarters, which represent seasonal low points.
Our financial performance tends to be highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, including travel experiences taken, and traveler accommodation stays, compared to the first and fourth quarters, which represent seasonal low points.
We expense the costs associated with communicating the advertisements in the period in which the advertisement takes place. We expense the production costs associated with advertisements in the period in which the advertisement first takes place.
We expense costs associated with communicating the advertisements in the period in which the advertisement takes place. We expense the production costs associated with advertisements in the period in which the advertisement first takes place.
Earnings Per Share (“EPS”) Basic Earnings Per Share Attributable to Common Stockholders We compute basic earnings per share, or Basic EPS, by dividing net income (loss) by the weighted average number of common shares outstanding during the period.
Earnings Per Share (“EPS”) Basic EPS Attributable to Common Stockholders We compute basic earnings per share, or Basic EPS, by dividing net income (loss) by the weighted average number of common shares outstanding during the period.
Diluted Earnings Per Share Attributable to Common Stockholders Diluted earnings per share, or Diluted EPS, includes the potential dilution of common equivalent shares outstanding that could occur from stock-based awards and other stock-based commitments using the treasury stock method.
Diluted EPS Attributable to Common Stockholders Diluted earnings per share, or Diluted EPS, includes the potential dilution of common equivalent shares outstanding that could occur from stock-based awards and other stock-based commitments using the treasury stock method.
In periods of a net loss, common equivalent shares are excluded from the calculation of Diluted EPS as their inclusion would have an antidilutive effect. Accordingly, for periods in which we report a net loss, Diluted EPS is the same as Basic EPS, since dilutive common equivalent shares are not assumed to have been issued if their effect is antidilutive.
In periods of net loss, common equivalent shares are excluded from the calculation of Diluted EPS as their inclusion would have an antidilutive effect. Accordingly, for periods in which we report a net loss, Diluted EPS is the same as Basic EPS, since dilutive common equivalent shares are not assumed to have been issued if their effect is antidilutive.
Holders may convert their 2026 Senior Notes at any time prior to the close of business on the business day immediately preceding January 1, 2026, in multiples of $ 1,000 principal amount, only under the following conditions and circumstances: • during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $ 1,000 principal amount of 2026 Senior Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or • upon the occurrence of specified corporate events as described in the 2026 Indenture.
Holders may convert their 2026 Senior Notes at any time prior to the close of business on the business day immediately preceding January 1, 2026, in multiples of $ 1,000 principal amount, only under the following conditions and circumstances: 103 • during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $ 1,000 principal amount of 2026 Senior Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or • upon the occurrence of specified corporate events as described in the 2026 Indenture.
We define adjusted EBITDA as net income (loss) plus: (1) (provision) benefit for income taxes; (2) other income (expense), net; (3) depreciation and amortization; (4) stock-based compensation; (5) goodwill, long-lived asset, and intangible assets impairments; (6) legal reserves, settlements and other (including indirect tax reserves related to audit settlements and the impact of one-time changes resulting from enacted indirect tax legislation); (7) restructuring and other related reorganization costs; (8) transaction related expenses; and (9) non-recurring expenses and income unusual in nature or infrequently occurring.
We define adjusted EBITDA as net income (loss) plus: (1) (provision) benefit for income taxes; (2) other income (expense), net; (3) depreciation and amortization; (4) stock-based compensation; (5) goodwill, long-lived asset, and intangible assets impairments; (6) legal reserves, settlements and other (including indirect tax reserves related to audit settlements and 118 the impact of one-time changes resulting from enacted indirect tax legislation); (7) restructuring and other related reorganization costs; (8) transaction related expenses; and (9) non-recurring expenses and income unusual in nature or infrequently occurring.
During the years ended December 31, 2024, 2023 and 2022, we recorded $ 19 million, $ 35 million, and $ 35 million of interest expense, respectively, on our consolidated statements of operations. 2026 Senior Notes On March 25, 2021, we entered into a purchase agreement for the sale of $ 345 million aggregate principal amount of 0.25 % Convertible 2026 Senior Notes due 2026 (the “2026 Senior Notes”) in a private offering to qualified institutional buyers.
During the years ended December 31, 2024 and 2023, we recorded $ 19 million and $ 35 million of interest expense, respectively, on our consolidated statements of operations. 2026 Senior Notes On March 25, 2021, we entered into a purchase agreement for the sale of $ 345 million aggregate principal amount of 0.25 % Convertible 2026 Senior Notes due 2026 (the “2026 Senior Notes”) in a private offering to qualified institutional buyers.
We recognize this revenue net of an estimate of the impact of cancellations, using historical cancellation rates and current trends. Contract assets are recognized at the time of booking for commissions that are billable upon the completion of a traveler's stay. CPA revenue is generally billed to our travel partners two months after traveler stays are completed.
We recognize this revenue net of an estimate of the impact of cancellations, using historical cancellation rates and current trends. Contract assets are recognized at the time of booking for commissions that are billable upon 76 the completion of a traveler's stay. CPA revenue is generally billed to our travel partners two months after traveler stays are completed.
(2) MSUs shall vest three years from grant date, generally with 25% vesting if the weighted-average stock price over a 30-day trading period during the vesting period is equal to or greater than $35.00 but less than $45.00, 50% vesting if equal to or greater than $45.00 but less than $55.00, and 100% vesting if equal to or greater than $55.00, subject to continuous employment with, or performance of services for, the Company .
(2) MSUs vest three years from grant date, generally with 25% vesting if the weighted-average stock price over a 30-day trading period during the vesting period is equal to or greater than $35.00 but less than $45.00, 50% vesting if equal to or greater than $45.00 but less than $55.00, and 100% vesting if equal to or greater than $55.00, subject to continuous employment with, or performance of services for, the Company.
Although occasional adverse decisions or settlements may occur, we do not believe that the final disposition of any of these matters will have a material adverse effect on our business, except for certain known 108 income tax matters discussed in “Note 10: Income Taxes .” However, the final outcome of these matters could vary significantly from our estimates.
Although occasional adverse decisions or settlements may occur, we do not believe that the final disposition of any of these matters will have a material adverse effect on our business, except for certain known income tax matters discussed in “Note 10: Income Taxes .” However, the final outcome of these matters could vary significantly from our estimates.
T he Company intends to use the remainder of the proceeds from this offering for general corporate purposes, which may include repayment of debt. The debt issuance 102 costs are being amortized over the remaining term of the 2026 Senior Notes, using the effective interest rate method, and recorded to interest expense on our consolidated statement of operations.
T he Company intends to use the remainder of the proceeds from this offering for general corporate purposes, which may include repayment of debt. The debt issuance costs are being amortized over the remaining term of the 2026 Senior Notes, using the effective interest rate method, and recorded to interest expense on our consolidated statement of operations.
Refer to “Note 18: Segment and Geographic Information ” for disaggregation of the Company’s revenue by major products and revenue sources. We have determined that disaggregating revenue into these categories achieves the disclosure objective under GAAP, which is to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
Refer to “Note 18: Segment and Geographic Information ” for disaggregation of the Company’s revenue by major products and revenue sources. We have determined that the disaggregation of revenue into these categories achieves the disclosure objective under GAAP, which is to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
The weighted average maturity of our total invested cash shall not exceed 18 months , and no security shall have a final maturity date greater than three years , according to our investment policy. 80 We continually review any available-for-sale securities to determine whether their fair value is below their carrying value.
The weighted average maturity of our total invested cash shall not exceed 18 months , and no security shall have a final maturity date greater than three years , according to our investment policy. We continually review any available-for-sale securities to determine whether their fair value is below their carrying value.
Any impairment would be measured by the amount that the carrying values, of such asset groups, exceed their 86 estimated fair value and would be included in operating income (loss) on the consolidated statement of operations. Considerable management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates.
Any impairment would be measured by the amount that the carrying values, of such asset groups, exceed their estimated fair value and would be included in operating income (loss) on the consolidated statement of operations. Considerable management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates.
We use foreign currency forward exchange contracts (“forward contracts”) to manage certain short-term foreign currency risk to attempt to reduce the effects of fluctuating foreign currency exchange rates on our cash flows denominated in foreign currencies. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives.
We typically use foreign currency forward exchange contracts (“forward contracts”) to manage certain short-term foreign currency risk to attempt to reduce the effects of fluctuating foreign currency exchange rates on our cash flows denominated in foreign currencies. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives.
These differences are not expected to be significant due to the short-term nature of the contracts, which to date, have typically had maturities at inception of 90 days or less. The net cash received or paid related to our derivative instruments are classified in other investing activities in our consolidated statements of cash flows.
These differences are not expected to be significant due to the short-term nature of the contracts, which to date, have typically had maturities at inception of 90 days or less. The net cash received or paid related to our derivative instruments is classified in other investing activities in our consolidated statements of cash flows.
CPC rates for hotel sponsored placements that our travel partners pay are generally based on bids 75 submitted as part of an auction by our travel partners or a pre-determined contractual CPC rate. The travel partner agrees to pay us the CPC rate amount each time a traveler clicks on a link to the travel partner’s website.
CPC rates for hotel sponsored placements that our travel partners pay are generally based on bids submitted as part of an auction by our travel partners or a pre-determined contractual CPC rate. The travel partner agrees to pay us the CPC rate amount each time a traveler clicks on a link to the travel partner’s website.
The strike price of the Capped Calls is $ 73.81 , while the cap price of the Capped Calls will initially be $ 107.36 per share of our common stock, which represents a premium of 100 % over the close price of our common stock of $ 53.68 per share on March 22, 2021 and is subject to certain customary adjustments under the terms of the Capped Calls.
The strike price of the Capped Calls is $ 73.81 , while the cap price of the Capped Calls will initially be $ 107.36 per share of our common 104 stock, which represents a premium of 100 % over the close price of our common stock of $ 53.68 per share on March 22, 2021 and is subject to certain customary adjustments under the terms of the Capped Calls.
Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive these awards, and subsequent events are not indicative of the reasonableness of our original estimates of fair value. 79 The Company accounts for forfeitures in the period in which they occur, rather than estimating expected forfeitures.
Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive these awards, and subsequent events are not indicative of the reasonableness of our original estimates of fair value. The Company accounts for forfeitures in the period in which they occur, rather than estimating expected forfeitures.
Our marketable securities are classified and accounted for as available-for-sale, and therefore are carried at fair value, with unrealized gains and losses, net of taxes, reported in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Fair values are determined for each individual security in the investment portfolio.
Marketable securities are classified and accounted for as available-for-sale, and therefore are carried at fair value, with unrealized gains and losses, net of taxes, reported in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Fair values are determined for each individual security in the investment portfolio.
We classify our non-marketable equity investments as long-term assets on our consolidated balance sheet as those investments do not have stated contractual maturity dates. On a quarterly basis, we perform a qualitative assessment considering impairment indicators, if any, to evaluate whether these investments are impaired.
We classify our non-marketable equity investments as long-term assets on our consolidated balance sheet as those investments do not have stated contractual maturity dates. 84 On a quarterly basis, we perform a qualitative assessment considering impairment indicators, if any, to evaluate whether these investments are impaired.
The obligations under the Amended Credit Agreement are secured by substantially all assets, whether personal, tangible or intangible, of the Company and the Subsidiary Loan Parties as granted under the Security Documents. Any term not otherwise defined herein shall have the meaning ascribed to it in the Amended Credit Agreement.
The obligations under the Amended Credit Agreement are secured by substantially all assets, whether personal, tangible or intangible, of the Company and the Subsidiary Loan Parties as granted under the 101 Security Documents. Any term not otherwise defined herein shall have the meaning ascribed to it in the Amended Credit Agreement.
On June 6, 2023, our stockholders approved the TripAdvisor, Inc. 2023 Stock and Annual Incentive Plan (the “2023 Plan”) primarily for the purpose of providing sufficient reserves of shares of our common stock to ensure our 110 ability to continue to provide new hires, employees, and other participants with equity incentives.
On June 6, 2023, our stockholders approved the TripAdvisor, Inc. 2023 Stock and Annual Incentive Plan (the “2023 Plan”) primarily for the purpose of providing sufficient reserves of shares of our common stock to ensure our ability to continue to provide new hires, employees, and other participants with equity incentives.
Since our 2026 Senior Notes bear interest at a fixed rate, we are more sensitive to the capital market conditions of our shares than changes in interest rates. The fair value of the 2026 Senior Notes and Term Loan B Facility will likely change based on the capital market conditions.
Since the 2026 Senior Notes bear interest at a fixed rate, we are more sensitive to the capital market conditions of our common shares than changes in interest rates. The fair value of the 2026 Senior Notes and Term Loan B Facility will likely change based on the capital market conditions.
The Company expects to complete its performance obligations within one year from the initial transaction date. The value related to our remaining or partially satisfied performance obligations relates to subscription services that are satisfied over time or services that are recognized at a point in time, but not yet achieved.
The 74 Company expects to complete its performance obligations within one year from the initial transaction date. The value related to our remaining or partially satisfied performance obligations relates to subscription services that are satisfied over time or services that are recognized at a point in time, but not yet achieved.
In instances where we recognize revenue over time, we generally have either a subscription service 74 that is recognized over time on a straight-line basis using the time-elapsed output method, or based on other output measures that provide a faithful depiction of the transfer of our services.
In instances where we recognize revenue over time, we generally have either a subscription service that is recognized over time on a straight-line basis using the time-elapsed output method or based on other output measures that provide a faithful depiction of the transfer of our services.
Given we do 82 not currently borrow on a collateralized basis, our incremental borrowing rate is estimated to approximate the interest rate in which the Company would expect to pay on a collateralized basis over a similar term and payments, and in economic environments where the leased asset is located.
Given we do not currently borrow on a collateralized basis, our incremental borrowing rate is estimated to approximate the interest rate in which the Company would expect to pay on a collateralized basis over a similar term and payments, and in economic environments where the leased asset is located.
We measure the fair value of our outstanding or unsettled derivatives using Level 2 fair value inputs, as we use a pricing model that takes into account the contract terms as well as current foreign currency exchange rates in active markets.
We measure the fair value of our outstanding or unsettled derivatives using Level 2 92 fair value inputs, as we use a pricing model that takes into account the contract terms as well as current foreign currency exchange rates in active markets.
Tripadvisor continues to be subject to certain post Spin-Off obligations under the Tax Sharing Agreement, whereby Tripadvisor is generally required to indemnify Expedia for any taxes resulting from the Spin-Off to the extent such amounts resulted from (i) any act or failure to act by Tripadvisor described in the covenants in the tax sharing agreement, (ii) any acquisition of Tripadvisor equity securities or assets or those of a member of the Tripadvisor group; or (iii) any failure of the representations with respect to Tripadvisor or any member of our group to be true or any breach by Tripadvisor or any member of the Tripadvisor group of any covenant, in each case, which is contained in the separation documents or in the documents relating to the IRS private letter ruling and/or the opinion of counsel.
Tripadvisor continues to be subject to certain post Spin-Off obligations under the Tax Sharing Agreement for the 2011 tax year, whereby Tripadvisor is generally required to indemnify Expedia for any taxes resulting from the Spin-Off to the extent such amounts resulted from (i) any act or failure to act by Tripadvisor described in the covenants in the tax sharing agreement, (ii) any acquisition of Tripadvisor equity securities or assets or those of a member of the Tripadvisor group; or (iii) any failure of the representations with respect to Tripadvisor or any member of our group to be true or any breach by Tripadvisor or any member of the Tripadvisor group of any covenant, in each case, which is contained in the separation documents or in the documents relating to the IRS private letter ruling and/or the opinion of counsel.
If macroeconomic conditions deteriorate, consumer demand and spending may decline, we may not be able to pass on increased costs to our 71 customers and any inability to navigate the macroeconomic environment could harm our business, results of operations and financial condition.
If macroeconomic conditions deteriorate, consumer demand and spending may decline, we may not be able to pass on increased costs to our customers and any inability to navigate the macroeconomic environment could harm our business, results of operations and financial condition.
Level 2—Valuations are based on observable inputs other than quoted market prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 2—Valuations are based on observable inputs other than quoted market prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or 88 similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
The terms of the 2026 Senior Notes are governed by an Indenture, dated March 25, 2021 (the “2026 Indenture”), among the Company, the guarantors party thereto and the trustee. The 2026 Senior 101 Notes mature on April 1, 2026 , unless earlier converted, redeemed or repurchased.
The terms of the 2026 Senior Notes are governed by an Indenture, dated March 25, 2021 (the “2026 Indenture”), among the Company, the guarantors party thereto and the trustee. The 2026 Senior Notes mature on April 1, 2026 , unless earlier converted, redeemed or repurchased.
Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend on our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions and other factors deemed relevant by our Board of Directors.
Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend on our results of operations, earnings, capital requirements, 116 financial condition, future prospects, contractual restrictions and other factors deemed relevant by our Board of Directors.
We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the consolidated financial statements.
We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to 89 the consolidated financial statements.
If, however, we determine that it is more likely than not that the implied fair value of the goodwill is less than its carrying amount, we then perform a quantitative assessment and compare the estimated fair value of the reporting unit to the carrying value.
If, however, we determine 85 that it is more likely than not that the implied fair value of the goodwill is less than its carrying amount, we then perform a quantitative assessment and compare the estimated fair value of the reporting unit to the carrying value.
GAAP provides the following hierarchical levels of inputs used to measure fair value: 87 Level 1—Valuations are based on quoted market prices for identical assets and liabilities in active markets.
GAAP provides the following hierarchical levels of inputs used to measure fair value: Level 1—Valuations are based on quoted market prices for identical assets and liabilities in active markets.
Based upon that evaluation, our Chief Executive Officer and President and our Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our Chief Executive Officer and President and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Based upon that evaluation, our Chief Executive Officer and President and our Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our Chief Executive Officer and President and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
KPMG LLP, an independent registered public accounting firm, has audited the Company's consolidated financial statements included elsewhere in this Annual Report on Form 10-K and has also audited the effectiveness of our internal control over financial reporting as of December 31, 2024, as stated in this Annual Report on Form 10-K under the heading, “Report of Independent Registered Public Accounting Firm.” Limitations on Effectiveness of Controls and Procedures Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud.
KPMG LLP, an independent registered public accounting firm, has audited the Company's consolidated financial statements included elsewhere in this Annual Report on Form 10-K and has also audited the effectiveness of our internal control over financial reporting as of December 31, 2025, as stated in this Annual Report on Form 10-K under the heading, “Report of Independent Registered Public Accounting Firm.” Limitations on Effectiveness of Controls and Procedures Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud.
We compute the weighted average number of common and common equivalent shares outstanding during the period using the sum of (i) the number of shares of common stock and Class B common stock used in the Basic EPS calculation as indicated above; (ii) if dilutive, the incremental weighted average common stock that we would issue upon the assumed exercise of outstanding common equivalent shares, primarily stock options and restricted stock units using the treasury stock method; and (iii) if dilutive, performance-based and market-based awards based on the number of shares that would be issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period.
We compute the weighted average number of common and common equivalent shares outstanding during the period using the sum of (i) the number of shares of common stock used in the Basic EPS calculation as indicated above; (ii) if dilutive, the incremental weighted average common stock that we would issue upon the assumed exercise of outstanding common equivalent shares, primarily restricted stock units and stock options using the treasury stock method; and (iii) if dilutive, performance-based and market-based awards based on the number of shares that would be issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period.
However, upon conversion of the 2026 Senior Notes, unless the market price of our common stock exceeds the cap price, an exercise of the Capped Calls would generally offset any dilution from the 2026 89 Senior Notes from the conversion price up to the cap price.
However, upon conversion of the 2026 Senior Notes, unless the market price of our common stock exceeds the cap price, an exercise of the Capped Calls would generally offset any dilution from the 2026 Senior Notes from the conversion price up to the cap price.
A Monte-Carlo simulation model, which simulated the present value of the potential outcomes of future stock prices was 112 used to calculate the grant-date fair value of our MSU awards.
A Monte-Carlo simulation model, which simulated the present value of the potential outcomes of future stock prices, was used to calculate the grant-date fair value of our MSU awards.
As part of the qualitative assessment for our annual 2024 goodwill impairment analysis of our reporting units, the factors that we considered included, but were not limited to: (a) changes in macroeconomic conditions in the overall economy and the specific markets in which we operate, (b) our ability to access capital, (c) changes in the online travel industry, (d) changes in the level of competition, (e) evaluation of current and future forecasted financial results of the 85 reporting units, (f) comparison of our current financial performance to historical and budgeted results of the reporting units, (g) change in excess of the Company’s market capitalization over its book value, (h) changes in estimates, valuation inputs, and/or assumptions since the last quantitative analysis of the reporting units during the second quarter of 2022, (i) changes in the regulatory environment, (j) changes in strategic outlook or organizational structure and leadership of the reporting units; and (k) other relevant factors, and how these factors might impact specific performance in future periods.
As part of our qualitative assessment for our goodwill impairment analysis of our former reporting units, the factors that we considered included, but were not limited to: (a) changes in macroeconomic conditions in the overall economy and the specific markets in which we operate, (b) our ability to access capital, (c) changes in the online travel industry, (d) changes in the level of competition, (e) evaluation of current and future forecasted financial results of the reporting units, (f) comparison of our current financial performance to historical and budgeted results of the reporting units, (g) change in excess of the Company’s market capitalization over its book value, (h) changes in estimates, valuation inputs, and/or assumptions since the last quantitative analysis of the reporting units during the second quarter of 2022, (i) changes in the regulatory environment, (j) changes in strategic outlook or organizational structure and leadership of the reporting units; and (k) other relevant factors, and how these factors might impact specific performance in future periods.
For certain revenue streams, we assessed the recorded revenue by selecting a sample of transactions and compared the amounts recognized for consistency with underlying documentation, including evidence of contracts with customers. 63 We involved IT professionals with specialized skills and knowledge, who assisted in: • testing certain IT applications used by the Company in its revenue recognition processes. • testing the transfer of relevant revenue data between certain systems used in the revenue recognition processes.
For certain revenue streams, we assessed the recorded revenue by selecting a sample of transactions and compared the amounts recognized for consistency with underlying documentation, including evidence of contracts with customers. 64 We involved IT professionals with specialized skills and knowledge, who assisted in: • testing certain IT applications used by the Company in its revenue recognition processes. • testing the transfer of relevant revenue data between certain systems used in the revenue recognition processes.
Other Financial Assets and Liabilities As of December 31, 2024 and 2023, financial instruments not measured at fair value on a recurring basis including accounts payable, accrued expenses and other current liabilities, and deferred merchant payables, were carried at cost on our consolidated balance sheets, which approximates their fair values because of the short-term nature of these items.
Other Financial Assets and Liabilities As of December 31, 2025 and 2024, financial instruments not measured at fair value on a recurring basis including accounts payable, accrued expenses and other current liabilities, and deferred merchant payables, were carried at cost on our consolidated balance sheets, which approximates their fair values because of the short-term nature of these items.
Refer to “Note 3: Financial Instruments and Fair Value 59 Measurements ” in the notes to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further detail on our derivative instruments. Our exposure to potentially volatile movements in foreign currency exchange rates will increase as we increase our operations in international markets.
Refer to “Note 3: Financial Instruments and Fair Value 60 Measurements ” in the notes to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further detail on our derivative instruments. Our exposure to potentially volatile movements in foreign currency exchange rates will increase as we increase our operations in international markets.
This method requires us to estimate future revenues, the appropriate royalty rate and the weighted average cost of capital, however, such assumptions are inherently uncertain and actual results could differ from those estimates. During the Company's annual indefinite-lived intangible impairment test during the fourth quarter of 2024, a qualitative assessment was performed.
This method requires us to estimate future revenues, the appropriate royalty rate and the weighted average cost of capital, however, such assumptions are inherently uncertain and actual results could differ from those estimates. During the Company's annual indefinite-lived intangible impairment test during the fourth quarter of 2025, a qualitative assessment was performed.
We generally invest our excess cash in available on demand bank deposits and term deposits at major global financial institutions, money market funds, and marketable securities. Our investment policy and strategy is focused on capital preservation and supporting our liquidity requirements. We invest in highly-rated securities, and our investment policy limits the amount of credit exposure to any one issuer.
We generally invest our excess cash in available on demand bank deposits and time deposits at major global financial institutions, money market funds, and marketable securities. Our investment policy and strategy is focused on capital preservation and supporting our liquidity requirements. We invest in highly-rated securities, and our investment policy limits the amount of credit exposure to any one issuer.
There was no significant revenue recognized in the years ended December 31, 2024, 2023 and 2022 related to performance obligations satisfied in prior periods, respectively. We have applied a practical expedient and do not disclose the value of unsatisfied performance obligations that have an original expected duration of less than one year.
There was no significant revenue recognized in the years ended December 31, 2025, 2024 and 2023 related to performance obligations satisfied in prior periods, respectively. We have applied a practical expedient and do not disclose the value of unsatisfied performance obligations that have an original expected duration of less than one year.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We amortize these contract costs on a straight-line basis over the estimated customer life, which is based on historical customer retention rates. Amortization expense recorded to personnel expense on our consolidated statements of operations during each of the years ended December 31, 2024, 2023 and 2022, was $ 1 million.
We amortize these contract costs on a straight-line basis over the estimated customer life, which is based on historical customer retention rates. Amortization expense recorded to personnel expense on our consolidated statements of operations during each of the years ended December 31, 2025, 2024 and 2023, was $ 1 million.
NOTE 14: STOCKHOLDERS’ EQUITY Preferred Stock In addition to common stock, we are authorized to issue up to 100 million preferred shares, with $ 0.001 par value per share, with terms determined by our Board of Directors, without further action by our stockholders. As of December 31, 2024 , no preferred shares had been issued.
NOTE 14: STOCKHOLDERS’ EQUITY Preferred Stock In addition to common stock, we are authorized to issue up to 100 million preferred shares, with $ 0.001 par value per share, with terms determined by our Board of Directors, without further action by our stockholders. As of December 31, 2025 , no preferred shares had been issued.
Payments under our operating leases are primarily fixed, however, certain of our operating lease agreements include rental payments which are adjusted periodically for inflation. We recognize these costs as variable lease costs on our consolidated statement of operations, which were not material during the years ended December 31, 2024, 2023 and 2022.
Payments under our operating leases are primarily fixed, however, certain of our operating lease agreements include rental payments which are adjusted periodically for inflation. We recognize these costs as variable lease costs on our consolidated statement of operations, which were not material during the years ended December 31, 2025, 2024 and 2023.
We believe that our audits provide a reasonable basis for our opinions. 62 Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
We believe that our audits provide a reasonable basis for our opinions. 63 Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
In periods of net income, shares of our common stock subject to the potential conversion of the 2026 Senior Notes outstanding during the period is also included in our weighted average number of shares outstanding used to calculate Diluted EPS using the if-converted method under GAAP, as share settlement is presumed.
In periods of net income, shares of our common stock subject to the potential conversion of the 2026 Senior Notes outstanding during the period are also included in our weighted average number of shares outstanding used to 90 calculate Diluted EPS using the if-converted method, as share settlement is presumed under GAAP.
Sales incentives are not paid upon renewal of these contracts and therefore are not commensurate with the initial sales incentive costs. As of both December 31, 2024 and 2023, there was $ 3 million of unamortized contract costs in other long-term assets on our consolidated balance sheet.
Sales incentives are not paid upon renewal of these contracts and therefore are not commensurate with the initial sales incentive costs. As of both December 31, 2025 and 2024, there was $ 3 million of unamortized contract costs in other long-term assets on our consolidated balance sheet.
For the periods ended December 31, 2024, 2023 and 2022 , respectively, our forward contracts have not been designated as hedges and generally had maturities of less than 90 days . Our outstanding or unsettled forward contracts were carried at fair value on our consolidated balance sheets at December 31, 2024 and 2023.
For the periods ended December 31, 2025, 2024 and 2023 , respectively, our forward contracts have not been designated as hedges and generally had maturities of less than 90 days . Our outstanding or unsettled forward contracts were carried at fair value on our consolidated balance sheets at December 31, 2025 and 2024.
After considering these factors and the impact that changes in such factors would have on the inputs used in our previous quantitative assessment, we determined that it was more likely than not that our indefinite-lived intangible assets were not impaired as of December 31, 2024.
After considering these factors and the impact that changes in such factors would have on the inputs used in our previous quantitative assessment, we determined that it was more likely than not that our indefinite-lived intangible assets were not impaired as of December 31, 2025.
Impairment of Long-Lived Assets We periodically review the carrying amount of our definite-lived intangible assets and other long-term assets, including property and equipment, net and operating lease right-of-use assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable.
Impairment of Long-Lived Assets We periodically review the carrying amount of our other long-term assets, including property and equipment, net and operating lease right-of-use assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable.
The 2026 Senior Notes are senior unsecured obligations of the Company, although guaranteed by certain of the Company’s domestic subsidiaries, with interest payable semiannually in arrears on April 1 and October 1 of each year. As of December 31, 2024 and 2023, unpaid interest on our 2026 Senior Notes was not material.
The 2026 Senior Notes are senior unsecured obligations of the Company, although guaranteed by certain of the Company’s domestic subsidiaries, with interest payable semiannually in arrears on April 1 and October 1 of each year. As of December 31, 2025 and 2024, unpaid interest on our 2026 Senior Notes was not material.
We did not enter into any cash flow, fair value or net investment hedges during the years ended December 31, 2024, 2023 or 2022. Refer to “Note 3: Financial Instruments and Fair Value Measurements ” for additional information on our derivatives.
We did not enter into any cash flow, fair value or net investment hedges during the years ended December 31, 2025, 2024 or 2023. Refer to “Note 3: Financial Instruments and Fair Value Measurements ” for additional information on our derivatives.
Due to ongoing operating losses, we performed a qualitative assessment to evaluate whether this equity investment is impaired as of December 31, 2024. During the years ended December 31, 2024, 2023 and 2022 , respectively, we did no t record any impairment loss on this equity investment.
Due to ongoing operating losses, we performed a qualitative assessment to evaluate whether this equity investment is impaired as of December 31, 2025. During the years ended December 31, 2025, 2024 and 2023 , respectively, we did no t record any impairment loss on this equity investment.
As of December 31, 2024 and 2023, we had issued $ 3 million and $ 4 million, respectively, of undrawn standby letters of credit under the Credit Facility. For the years ended December 31, 2024, 2023 and 2022, we recorded total commitment fees on the Credit Facility of $ 1 million to interest expense on our consolidated statements of operations.
As of December 31, 2025 and 2024, we had issued $ 4 million and $ 3 million, respectively, of undrawn standby letters of credit under the Credit Facility. For the years ended December 31, 2025, 2024 and 2023, we recorded total commitment fees on the Credit Facility of $ 1 million to interest expense on our consolidated statements of operations.
Our investment policy requires our investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss. As of December 31, 2024 and 2023, respectively, we had no outstanding marketable securities in our investment portfolio, and no outstanding borrowings under our Credit Facility.
Our investment policy requires our investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss. As of December 31, 2025 and 2024, respectively, we had no outstanding marketable securities in our investment portfolio, and no outstanding borrowings under the Credit Facility.
As of December 31, 2024, 2023, and 2022 , the market price of a share of our common stock did not exceed the $ 107.36 cap price. Refer to “Note 8: Debt ” for further information regarding our 2026 Senior Notes and Capped Calls.
As of December 31, 2025, 2024, and 2023 , the market price of a share of our common stock did not exceed the $ 107.36 cap price. Refer to “Note 8: Debt ” for further information regarding our 2026 Senior Notes and Capped Calls.
As of both December 31, 2024 and 2023, the carrying value of the Notes Receivable was $ 9 million, net of accumulated allowance for credit losses, and is classified in other long-term assets, net on our consolidated balance sheet at amortized cost.
As of both December 31, 2025 and 2024, the carrying value of the Notes Receivable was $ 9 million, net of accumulated allowance for credit losses, and is classified in other long-term assets, net on our consolidated balance sheet at amortized cost.
The Company’s management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. Pursuant to Exchange Act Rule 13a-15(d) or 15d-15(d), management has concluded that, as of December 31, 2024, our internal control over financial reporting was effective. Management has reviewed its assessment with the Audit Committee.
The Company’s management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. Pursuant to Exchange Act Rule 13a-15(d) or 15d-15(d), management has concluded that, as of December 31, 2025, our internal control over financial reporting was effective. Management has reviewed its assessment with the Audit Committee.
We currently do not hedge our interest rate risk; however, we are continually evaluating the interest rate market, and if we become increasingly exposed to potentially volatile movements in interest rates, and if these 58 movements are material, this could cause us to adjust our financing strategy.
We currently do not hedge our interest rate risk; however, we are continually evaluating the interest rate market, and if we become increasingly exposed to potentially volatile movements in interest rates, and if these 59 movements are material, this could cause us to adjust our financing strategy.
We record this click-based advertising revenue as the click occurs and diner leads are sent to the restaurant partner as our performance obligation is fulfilled at that time. Click-based revenue is generally billed to our restaurant partners monthly, consistent with the timing of the service. Other Revenue.
We record this click-based advertising revenue as the click occurs and 77 diner leads are sent to the restaurant partner as our performance obligation is fulfilled at that time. Click-based revenue is generally billed to our restaurant partners monthly, consistent with the timing of the service.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission .
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission .
Amortization expense for operating lease ROU assets and interest accretion on operating lease liabilities are recognized as a single operating lease cost in our consolidated statement of operations, which results effectively in recognition of rent expense on a straight-line basis over the lease period.
Amortization expense for operating lease ROU assets and interest accretion on operating lease liabilities is recognized as a single operating lease cost in our consolidated statement of operations, which results effectively in recognition of rent expense on a straight-line basis over the lease period.
The resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity on our consolidated balance sheet. In addition, our subsidiaries also engage in transactions in currencies other than its functional currency.
The resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity on our consolidated balance sheet. In addition, our subsidiaries also engage in transactions in currencies other than their functional currency.
Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected. 120 Item 9B .
Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected. 123 Item 9B .
Additionally, natural disasters, public health-related events, 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.
Additionally, natural disasters, public health-related events, 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 and/or legislation and regulation are examples of other events that could have a negative impact on the travel industry, and as a result, our financial results.
We assess such asset for impairment when events or circumstances indicate that the carrying amount may not be recoverabl e. No impairments were recognized during the years ended December 31, 2024, 2023 and 2022.
We assess such asset for impairment when events or circumstances indicate that the carrying amount may not be recoverabl e. No impairments were recognized during the years ended December 31, 2025, 2024 and 2023.
Controls and Procedures Evaluation of Disclosure Controls and Procedures As of December 31, 2024, our management, with the participation of our Chief Executive Officer and President and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act.
Controls and Procedures Evaluation of Disclosure Controls and Procedures As of December 31, 2025, our management, with the participation of our Chief Executive Officer and President and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act.
Credit Facility As of December 31, 2024 and 2023 , we had no outstanding borrowings from the Credit Facility. The Credit Facility also includes $ 15 million of borrowing capacity available for letters of credit and $ 40 million for swing-line borrowings on same-day notice.
Credit Facility As of December 31, 2025 and 2024 , we had no outstanding borrowings from the Credit Facility. The Credit Facility also includes $ 15 million of borrowing capacity available for letters of credit and $ 40 million for swing-line borrowings on same-day notice.

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