February 17, 2026
Tripadvisor, Inc.
400 1st Avenue
Needham, Massachusetts 02494
Attn: Greg Maffei, Chairman
Matt Goldberg, Chief Executive Officer
Members of the Board of Directors
cc:
Mike Noonan, Chief Financial Officer
Dear Greg, Matt, and Members of the Board:
Starboard Value LP (together with its affiliates, “Starboard” or “we”) is a large shareholder of Tripadvisor, Inc. (“Tripadvisor” or the “Company”), holding in excess of 9.0% ownership interest. We invested in the Company based on our determination that Tripadvisor is a global leader in online travel, with an unparalleled brand, strong user loyalty, unique data and content, and market-leading assets in Brand Tripadvisor, Viator, and TheFork. We appreciate the time management and the Board of Directors (the “Board”) have spent with us over the past several months. We continue to believe there is a significant value unlock opportunity at Tripadvisor. What frustrates us, however, is the Company’s lack of urgency in taking action to capture this value creation opportunity.
Since publicly disclosing our investment in July 2025, we have had multiple conversations with different members of management and the Board, as well as the Company’s advisors. These conversations have been consistently cordial and collegial. We have had the best of intentions and the greatest of hopes. Unfortunately, as the saying goes, talk is cheap, and Tripadvisor has proven willing to talk, but not to commit to meaningful change.
In recent months, we have spent significant time with Tripadvisor’s leadership team reviewing the Company’s strategy around Generative AI. Through multiple meetings with senior leadership, we reviewed the Company’s product roadmap and AI initiatives, provided detailed feedback, and highlighted the criticality of acting quickly and decisively as AI transforms consumer behavior and the competitive landscape. We have repeatedly pointed out that the pace of change at the status quo is unacceptable in an environment where speed matters and incumbents face the risk of disintermediation.
We have also expressed the view that given the Company’s substantial underperformance and its transition from a controlled company to an uncontrolled company, meaningful governance improvements, including Board refreshment, are necessary.
Unfortunately, throughout our engagement, we have been consistently met with the reality that change at Tripadvisor is either absent or far too slow and limited. We have repeatedly expressed that the Company’s historically incremental approach will not lead to an acceptable outcome. Bold and decisive actions are needed. Shareholders need and deserve change to better protect their interests, especially given the Company’s prolonged underperformance and the tremendous value destruction that has occurred over time.
Simply put, management and the Board have made extremely poor decisions. Since Mr. Goldberg’s appointment as CEO on July 1, 2022, Tripadvisor’s stock price has declined by nearly 50%¹, underperforming the broader market by over 100%². In fact, following the Company’s fourth quarter 2025 earnings release, Tripadvisor’s stock price hit an all-time low. Yet the Board appears to have taken no action to hold management accountable — how is this possible?
Additionally, in just the past year, the Company has had multiple opportunities to create value for shareholders. Instead, shareholders have watched value continue to be destroyed.
In January 2025, Tripadvisor received an acquisition proposal of $18.00 to $19.00 per share, representing a premium of approximately 95% above the current stock price, but the Company decided not to even engage in a potential transaction, deeming the proposal “inadequate”³. How is this possible?
In April 2025, Tripadvisor completed a transaction to repurchase Liberty TripAdvisor’s controlling stake, with an actual purchase price of $16.28 per share, representing a premium of approximately 70% above the current stock price, while common shareholders have been left to suffer the subsequent value erosion⁴. How is this possible?
¹ Market data as of February 13, 2026.
² Market is defined as the Russell 2000 Index.
³ Schedule 14A filed by Liberty TripAdvisor Holdings Inc. on March 24, 2025.
⁴ Tripadvisor’s FY2025 10-K, dated February 13, 2026.
Tripadvisor vs. Russell 2000 Index Price Performance During CEO Matt Goldberg’s Tenure
Furthermore, despite Liberty TripAdvisor being bought out at a premium and well above the current stock price, their representatives remain on the Board, and Mr. Maffei continues to serve as Chairman. How is this possible?
In fact, despite Tripadvisor announcing over a year ago that it would no longer operate as a controlled company, the Board has made only minimal changes. How is this possible?
Over the past 12 to 24 months, Tripadvisor has witnessed rapid advances in Generative AI technology. Travel planning has become a popular use case for large language models (LLMs), and Tripadvisor is actually one of the most frequently cited websites by LLMs. Yet, despite the growing risk of AI disintermediation, Tripadvisor has been severely delayed and extremely slow in developing and launching a competitive AI version of Tripadvisor. In a period of rapid innovation and change, and with such a favorable position, Tripadvisor appears to be squandering its first-mover advantage. Shareholders are once again left asking: how is this possible?
Most recently, on the Company’s fourth quarter fiscal year 2025 earnings call, Tripadvisor announced it is formally evaluating strategic alternatives for TheFork. We are perplexed by what exactly Tripadvisor has been doing over the past few months in this regard, given management already discussed this topic on the third quarter fiscal year 2025 earnings call, stating they are “constantly evaluating all options to unlock the value of all of our assets, and that includes TheFork,” and that “everything is on the table.” If that is truly the case, why did it take an additional three months merely to announce the formal exploration of strategic alternatives for a single business segment, while shareholders have been waiting years for decisive action? In fact, we explicitly communicated our view to management and the Board months ago: selling TheFork is an obvious decision because it is a non-core asset and we believe there are numerous potential buyers interested in this business. Once again, this action is too little, too late, perpetuating the incrementalism that has plagued the Company’s decision-making for years. How can the Board allow this? How is this possible?
This Board has proven one thing to us: they will not do enough, and they will not do it fast enough. We believe Tripadvisor should no longer settle for half-measures and should formally explore a full sale of the Company, whether in one transaction or multiple transactions. Shareholders deserve a credible and comprehensive process to maximize value.
If this Board cannot act decisively and in a timely manner — as it has proven time and time again — we believe it is time for significant change. We had offered to work cooperatively with Tripadvisor to reconstitute the Board, but we have come to the clear realization that we must take action ourselves and seek to replace a majority of the Board.
Accordingly, during the Company’s upcoming open window for shareholders to nominate directors for election at the 2026 Annual Meeting, we plan to nominate a slate of highly qualified director candidates to occupy a majority of the Board’s seats. We look forward to sharing more details with the Company and other shareholders in the coming weeks.
Today, Tripadvisor’s stock trades at $9.61 per share, an all-time low, or below 4.0x consensus forward EBITDA for fiscal 2026¹. We believe there remain significant opportunities to create value at the Company, but we do not have confidence that the current management team and Board can achieve them. We believe Tripadvisor should be run and overseen by people with the urgency, resources, skills, and motivation to act quickly and execute as required to win in a rapidly changing world. The era of incrementalism is over.
As value continues to be destroyed, shareholders’ patience with the status quo is exhausted. We remain believers in Tripadvisor’s opportunity to create significant shareholder value, and we remain willing to work with the Company to achieve this. However, bold action and meaningful change are now required, not more of the same.
Sincerely,
Jeffrey C. Smith
Managing Member
Starboard Value
¹ Source: Bloomberg. Reflects consensus estimates as of February 13, 2026.