Lindsey Cara, Authorized Signatory of Starboard Value GP LLC, its general partner

0001193805-25-000968.txt : 20250703 0001193805-25-000968.hdr.sgml : 20250703 20250703080013 ACCESSION NUMBER: 0001193805-25-000968 CONFORMED SUBMISSION TYPE: SCHEDULE 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20250703 DATE AS OF CHANGE: 20250703 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TripAdvisor, Inc. CENTRAL INDEX KEY: 0001526520 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] ORGANIZATION NAME: 06 Technology EIN: 800743202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86536 FILM NUMBER: 251103776 BUSINESS ADDRESS: STREET 1: 400 1ST AVENUE CITY: NEEDHAM STATE: MA ZIP: 02494 BUSINESS PHONE: 781-800-5800 MAIL ADDRESS: STREET 1: 400 1ST AVENUE CITY: NEEDHAM STATE: MA ZIP: 02494 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Starboard Value LP CENTRAL INDEX KEY: 0001517137 ORGANIZATION NAME: CF EIN: 000000000 FILING VALUES: FORM TYPE: SCHEDULE 13D BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SCHEDULE 13D 1 primary_doc.xml SCHEDULE 13D 0001517137 XXXXXXXX LIVE Common Stock, $0.001 par value per share 06/26/2025 false 0001526520 896945201 Tripadvisor, Inc.

400 1ST AVENUE NEEDHAM MA 02494

JEFFREY C. SMITH 212-845-7977 STARBOARD VALUE LP 777 Third Avenue, 18th Floor New York NY 10017 ANDREW FREEDMAN, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 MEAGAN REDA, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001517137 N Starboard Value LP OO N DE 10635484.00 0.00 10635484.00 0.00 10635484.00 N 9.0 PN 0001373638 N STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD WC N E9 5796806.00 0.00 5796806.00 0.00 5796806.00 N 4.9 CO 0001519812 N STARBOARD VALUE & OPPORTUNITY S LLC WC N DE 813578.00 0.00 813578.00 0.00 813578.00 N 0.7 OO 0001767736 N Starboard Value & Opportunity Master Fund L LP WC N E9 306158.00 0.00 306158.00 0.00 306158.00 N 0.3 PN 0001767773 N Starboard Value L LP OO N DE 306158.00 0.00 306158.00 0.00 306158.00 N 0.3 PN 0001575979 N Starboard Value R GP LLC OO N DE 306158.00 0.00 306158.00 0.00 306158.00 N 0.3 OO 0001833016 N Starboard X Master Fund Ltd WC N E9 2074300.00 0.00 2074300.00 0.00 2074300.00 N 1.8 CO 0001517138 N Starboard Value GP LLC OO N DE 10635484.00 0.00 10635484.00 0.00 10635484.00 N 9.0 OO 0001517139 N Starboard Principal Co LP OO N DE 10635484.00 0.00 10635484.00 0.00 10635484.00 N 9.0 PN 0001517140 N Starboard Principal Co GP LLC OO N DE 10635484.00 0.00 10635484.00 0.00 10635484.00 N 9.0 OO 0001362697 N Smith Jeffrey C OO N X1 0.00 10635484.00 0.00 10635484.00 10635484.00 N 9.0 IN 0001410600 N Feld Peter A OO N X1 0.00 10635484.00 0.00 10635484.00 10635484.00 N 9.0 IN Common Stock, $0.001 par value per share Tripadvisor, Inc. 400 1ST AVENUE NEEDHAM MA 02494 The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D"). This statement is filed by: (i) Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company ("Starboard V&O Fund"), with respect to the shares of Common Stock, $0.001 par value per share (the "Shares"), of Tripadvisor, Inc. (the "Issuer"), directly and beneficially owned by it; (ii) Starboard Value and Opportunity S LLC, a Delaware limited liability company ("Starboard S LLC"), with respect to the Shares directly and beneficially owned by it; (iii) Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership ("Starboard L Master"), with respect to the Shares directly and beneficially owned by it; (iv) Starboard Value L LP ("Starboard L GP"), as the general partner of Starboard L Master; (v) Starboard Value R GP LLC ("Starboard R GP"), as the general partner of Starboard L GP; (vi) Starboard X Master Fund Ltd, a Cayman Islands exempted company ("Starboard X Master"), with respect to the Shares directly and beneficially owned by it; (vii) Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard L Master, Starboard X Master and of a certain managed account (the "Starboard Value LP Account") and the manager of Starboard S LLC; (viii) Starboard Value GP LLC ("Starboard Value GP"), as the general partner of Starboard Value LP; (ix) Starboard Principal Co LP ("Principal Co"), as a member of Starboard Value GP; (x) Starboard Principal Co GP LLC ("Principal GP"), as the general partner of Principal Co; (xi) Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; and (xii) Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. The address of the principal office of each of Starboard V&O Fund, Starboard S LLC, Starboard L Master, Starboard L GP, Starboard R GP, Starboard X Master, Starboard Value LP, Starboard Value GP, Principal Co and Principal GP is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of each of Messrs. Smith and Feld is c/o Starboard Value LP, 201 E Las Olas Boulevard, Suite 1000, Fort Lauderdale, Florida 33301. The officers and directors of Starboard V&O Fund and Starboard X Master and their principal occupations and business addresses are set forth on Exhibit 1 attached hereto and are incorporated by reference in this Item 2. The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard S LLC, Starboard L Master and Starboard X Master have been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard L Master, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Starboard L GP serves as the general partner of Starboard L Master. Starboard R GP serves as the general partner of Starboard L GP. Messrs. Smith and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. No Reporting Person, nor any person listed on Exhibit 1, attached hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). No Reporting Person, nor any person listed on Exhibit 1, attached hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Messrs. Smith and Feld are citizens of the United States of America. The citizenship of the persons listed on Exhibit 1, attached hereto, is set forth therein and is incorporated by reference in this Item 2. The securities of the Issuer purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 5,796,806 Shares beneficially owned by Starboard V&O Fund is approximately $80,565,720, excluding brokerage commissions. The aggregate purchase price of the 813,578 Shares beneficially owned by Starboard S LLC is approximately $11,301,951, excluding brokerage commissions. The aggregate purchase price of the 306,158 Shares beneficially owned by Starboard L Master is approximately $4,254,280, excluding brokerage commissions. The aggregate purchase price of the 2,074,300 Shares beneficially owned by Starboard X Master is approximately $28,850,594, excluding brokerage commissions. The aggregate purchase price of the 1,644,642 Shares held in the Starboard Value LP Account is approximately $23,088,690, excluding brokerage commissions. The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons intend to engage with the Issuer's management and Board of Directors regarding opportunities for value creation. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4. The percentages used in this Schedule 13D are based upon 118,092,104 Shares outstanding, as of May 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons as of the close of business on July 2, 2025. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition. Information concerning transactions in the securities of the Issuer effected by the Reporting Persons during the past sixty days is set forth in Exhibit 2 attached hereto and is incorporated herein by reference. Except as otherwise noted, all of the transactions in the securities of the Issuer listed therein were effected in the open market through various brokerage entities. No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. Not applicable. On July 3, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 1 - Directors and Officers. 2 - Transactions in the Securities. 99.1 - Joint Filing Agreement by and among the Reporting Persons, dated July 3, 2025. 99.2 - Power of Attorney for Jeffrey C. Smith and Peter A. Feld, dated July 3, 2025. Starboard Value LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value GP LLC, its general partner 07/03/2025 STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager 07/03/2025 STARBOARD VALUE & OPPORTUNITY S LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its manager 07/03/2025 Starboard Value & Opportunity Master Fund L LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value L LP, its general partner 07/03/2025 Starboard Value L LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner 07/03/2025 Starboard Value R GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory 07/03/2025 Starboard X Master Fund Ltd /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager 07/03/2025 Starboard Value GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Principal Co LP, its member 07/03/2025 Starboard Principal Co LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Principal Co GP LLC, its general partner 07/03/2025 Starboard Principal Co GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory 07/03/2025 Smith Jeffrey C /s/ Lindsey Cara Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith 07/03/2025 Feld Peter A /s/ Lindsey Cara Lindsey Cara, Attorney-in-Fact for Peter A. Feld 07/03/2025 EX-1 2 ex1to13d06297373_070325.htm DIRECTORS AND OFFICERS

Exhibit 1

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd and Starboard X Master Fund Ltd

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Patrick Agemian Director	Director of Global Funds Management, Ltd.	PO Box 10034, Buckingham Square 2nd Floor 720A West Bay Road Grand Cayman Cayman Islands, KY1-1001	Canada
Kenneth R. Marlin Director	Chief Financial Officer, Starboard Value LP	Starboard Value LP 201 E Las Olas Boulevard Suite 1000 Fort Lauderdale, Florida 33301	United States of America
Alaina Danley Director	Managing Director of Waystone Governance Ltd.	Waystone Governance Ltd. Suite 5B201, 2nd Floor One Nexus Way P.O. Box 2587 Grand Cayman Cayman Islands, KY1-1103	Cayman Islands

EX-2 3 ex2to13d06297373_070325.htm TRANSACTIONS IN SECURITIES

Exhibit 2

Transactions in the Securities of the Issuer During the Past Sixty Days

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

Sale of Forward Contract	(91,606)	13.8680	05/07/2025
Purchase to Cover Short of May 23, 2025 Put Option ($15.00 Strike Price)¹	825,000	0.3200	05/19/2025
Short Sale of June 20, 2025 Put Option ($15.00 Strike Price)¹	(829,700)	0.5600	05/19/2025
Purchase to Cover Short of June 20, 2025 Put Option ($15.00 Strike Price)¹	829,700	1.8700	06/17/2025
Short Sale of July 11, 2025 Put Option ($15.00 Strike Price)¹	(827,100)	1.8300	06/17/2025
Purchase of Common Stock	230,825	12.7370	06/26/2025
Purchase of Common Stock	230,825	12.7370	06/26/2025
Purchase of Common Stock	18,857	12.5010	06/26/2025
Purchase of Common Stock	18,857	12.5010	06/26/2025
Purchase of Common Stock	2,756	12.2650	06/26/2025
Purchase of Common Stock	2,755	12.2650	06/26/2025
Purchase of Common Stock	4,829	12.5050	06/26/2025
Purchase of Common Stock	4,828	12.5050	06/26/2025
Purchase of Common Stock	73,937	12.8340	06/26/2025
Purchase of Common Stock	73,937	12.8340	06/26/2025
Purchase of Common Stock	2,472	12.8230	06/27/2025
Purchase of Common Stock	2,472	12.8230	06/27/2025
Purchase of Common Stock	275,550	12.9510	06/27/2025
Purchase of Common Stock	275,550	12.9510	06/27/2025
Purchase of Common Stock	103,864	13.0120	06/27/2025
Purchase of Common Stock	103,864	13.0120	06/27/2025
Exercise of Forward Contract	1,577,403	13.9140	06/27/2025
Exercise of Forward Contract	1,671,658	14.9040	06/27/2025
Purchase of Common Stock	34,600	13.0200	06/30/2025
Purchase of Common Stock	34,600	13.0200	06/30/2025
Purchase to Cover Short of July 11, 2025 Put Option ($15.00 Strike Price)¹	827,100	1.6500	07/01/2025
Short Sale of July 1, 2025 Put Option ($15.00 Strike Price)²	(804,600)	1.6500	07/01/2025
Acquisition of Common Stock Upon Assignment of July 1, 2025 Put Option ($15.00 Strike Price)²	804,600	15.0000	07/01/2025
Purchase of Common Stock	4,110	13.0560	07/01/2025
Purchase of Common Stock	4,110	13.0560	07/01/2025
Purchase of Common Stock	211,128	14.8750	07/02/2025
Purchase of Common Stock	21,191	14.5090	07/02/2025
Purchase of Common Stock	7,228	14.6630	07/02/2025

STARBOARD VALUE AND OPPORTUNITY S LLC

Sale of Forward Contract	(12,609)	13.8680	05/07/2025
Purchase to Cover Short of May 23, 2025 Put Option ($15.00 Strike Price)¹	114,400	0.3200	05/19/2025
Short Sale of June 20, 2025 Put Option ($15.00 Strike Price)¹	(115,300)	0.5600	05/19/2025
Purchase to Cover Short of June 20, 2025 Put Option ($15.00 Strike Price)¹	115,300	1.8700	06/17/2025
Short Sale of July 11, 2025 Put Option ($15.00 Strike Price)¹	(115,300)	1.8300	06/17/2025
Purchase of Common Stock	64,334	12.7370	06/26/2025
Purchase of Common Stock	5,256	12.5010	06/26/2025
Purchase of Common Stock	768	12.2650	06/26/2025
Purchase of Common Stock	1,346	12.5050	06/26/2025
Purchase of Common Stock	20,607	12.8340	06/26/2025
Purchase of Common Stock	689	12.8230	06/27/2025
Purchase of Common Stock	76,800	12.9510	06/27/2025
Purchase of Common Stock	28,948	13.0120	06/27/2025
Exercise of Forward Contract	216,850	13.9140	06/27/2025
Exercise of Forward Contract	229,823	14.9040	06/27/2025
Purchase of Common Stock	9,643	13.0200	06/30/2025
Purchase to Cover Short of July 11, 2025 Put Option ($15.00 Strike Price)¹	115,300	1.6500	07/01/2025
Short Sale of July 1, 2025 Put Option ($15.00 Strike Price)²	(121,200)	1.6500	07/01/2025
Acquisition of Common Stock Upon Assignment of July 1, 2025 Put Option ($15.00 Strike Price)²	121,200	15.0000	07/01/2025
Purchase of Common Stock	1,238	13.0560	07/01/2025
Purchase of Common Stock	31,796	14.8750	07/02/2025
Purchase of Common Stock	3,191	14.5090	07/02/2025
Purchase of Common Stock	1,089	14.6630	07/02/2025

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

Sale of Forward Contract	(4,855)	13.8680	05/07/2025
Purchase to Cover Short of May 23, 2025 Put Option ($15.00 Strike Price)¹	44,500	0.3200	05/19/2025
Short Sale of June 20, 2025 Put Option ($15.00 Strike Price)¹	(43,400)	0.5600	05/19/2025
Purchase to Cover Short of June 20, 2025 Put Option ($15.00 Strike Price)¹	43,400	1.8700	06/17/2025
Short Sale of July 11, 2025 Put Option ($15.00 Strike Price)¹	(44,300)	1.8300	06/17/2025
Purchase of Common Stock	24,712	12.7370	06/26/2025
Purchase of Common Stock	2,019	12.5010	06/26/2025
Purchase of Common Stock	295	12.2650	06/26/2025
Purchase of Common Stock	517	12.5050	06/26/2025
Purchase of Common Stock	7,915	12.8340	06/26/2025
Purchase of Common Stock	264	12.8230	06/27/2025
Purchase of Common Stock	29,500	12.9510	06/27/2025
Purchase of Common Stock	11,119	13.0120	06/27/2025
Exercise of Forward Contract	83,345	13.9140	06/27/2025
Exercise of Forward Contract	88,340	14.9040	06/27/2025
Purchase of Common Stock	3,704	13.0200	06/30/2025
Purchase to Cover Short of July 11, 2025 Put Option ($15.00 Strike Price)¹	44,300	1.6500	07/01/2025
Short Sale of July 1, 2025 Put Option ($15.00 Strike Price)²	(41,600)	1.6500	07/01/2025
Acquisition of Common Stock Upon Assignment of July 1, 2025 Put Option ($15.00 Strike Price)²	41,600	15.0000	07/01/2025
Purchase of Common Stock	426	13.0560	07/01/2025
Purchase of Common Stock	10,930	14.8750	07/02/2025
Purchase of Common Stock	1,098	14.5090	07/02/2025
Purchase of Common Stock	374	14.6630	07/02/2025

STARBOARD X MASTER FUND LTD

Sale of Forward Contract	(32,724)	13.8680	05/07/2025
Purchase to Cover Short of May 23, 2025 Put Option ($15.00 Strike Price)¹	286,100	0.3200	05/19/2025
Short Sale of June 20, 2025 Put Option ($15.00 Strike Price)¹	(281,600)	0.5600	05/19/2025
Purchase to Cover Short of June 20, 2025 Put Option ($15.00 Strike Price)¹	281,600	1.8700	06/17/2025
Short Sale of July 11, 2025 Put Option ($15.00 Strike Price)¹	(283,300)	1.8300	06/17/2025
Purchase of Common Stock	158,156	12.7370	06/26/2025
Purchase of Common Stock	12,920	12.5010	06/26/2025
Purchase of Common Stock	1,888	12.2650	06/26/2025
Purchase of Common Stock	3,308	12.5050	06/26/2025
Purchase of Common Stock	50,660	12.8340	06/26/2025
Purchase of Common Stock	188,800	12.9510	06/27/2025
Purchase of Common Stock	71,165	13.0120	06/27/2025
Exercise of Forward Contract	566,267	13.9140	06/27/2025
Exercise of Forward Contract	599,942	14.9040	06/27/2025
Purchase of Common Stock	1,694	12.8230	06/27/2025
Purchase of Common Stock	23,707	13.0200	06/30/2025
Purchase to Cover Short of July 11, 2025 Put Option ($15.00 Strike Price)¹	283,300	1.6500	07/01/2025
Short Sale of July 1, 2025 Put Option ($15.00 Strike Price)²	(302,600)	1.6500	07/01/2025
Acquisition of Common Stock Upon Assignment of July 1, 2025 Put Option ($15.00 Strike Price)²	302,600	15.0000	07/01/2025
Purchase of Common Stock	3,092	13.0560	07/01/2025
Purchase of Common Stock	79,412	14.8750	07/02/2025
Purchase of Common Stock	7,970	14.5090	07/02/2025
Purchase of Common Stock	2,719	14.6630	07/02/2025

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

Sale of Forward Contract	(18,206)	13.8680	05/07/2025
Purchase of Common Stock	128,837	12.7370	06/26/2025
Purchase of Common Stock	10,525	12.5010	06/26/2025
Purchase of Common Stock	1,538	12.2650	06/26/2025
Purchase of Common Stock	2,695	12.5050	06/26/2025
Purchase of Common Stock	41,268	12.8340	06/26/2025
Purchase of Common Stock	153,800	12.9510	06/27/2025
Purchase of Common Stock	57,972	13.0120	06/27/2025
Exercise of Forward Contract	366,585	14.3080	06/27/2025
Exercise of Forward Contract	385,402	14.0320	06/27/2025
Purchase of Common Stock	1,380	12.8230	06/27/2025
Purchase of Common Stock	19,312	13.0200	06/30/2025
Purchase of Common Stock	2,499	13.0560	07/01/2025
Purchase of Common Stock	416,734	14.8750	07/02/2025
Purchase of Common Stock	41,827	14.5090	07/02/2025
Purchase of Common Stock	14,268	14.6630	07/02/2025

______________________________

¹ Represents Shares underlying American-style put options sold short in the over the counter market, that were subsequently covered prior to the expiration date.

²Represents Shares underlying American-style put options sold short in the over the counter market, that were exercised pursuant to their terms.

EX-99.1 4 ex991to13d06297373_070325.htm JOINT FILING AGREEMENT

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of Tripadvisor, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Starboard Value LP

By:	/s/ Lindsey Cara
	Lindsey Cara, Authorized Signatory of Starboard Value GP LLC, its general partner
Date:	07/03/2025

STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD

By:	/s/ Lindsey Cara
	Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
Date:	07/03/2025

STARBOARD VALUE & OPPORTUNITY S LLC

By:	/s/ Lindsey Cara
	Lindsey Cara, Authorized Signatory of Starboard Value LP, its manager
Date:	07/03/2025

Starboard Value & Opportunity Master Fund L LP

By:	/s/ Lindsey Cara
	Lindsey Cara, Authorized Signatory of Starboard Value L LP, its general partner
Date:	07/03/2025

Starboard Value L LP

By:	/s/ Lindsey Cara
	Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner
Date:	07/03/2025

Starboard Value R GP LLC

By:	/s/ Lindsey Cara
	Lindsey Cara, Authorized Signatory
Date:	07/03/2025

Starboard X Master Fund Ltd

By:	/s/ Lindsey Cara
	Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
Date:	07/03/2025

Starboard Value GP LLC

By:	/s/ Lindsey Cara
	Lindsey Cara, Authorized Signatory of Starboard Principal Co LP, its member
Date:	07/03/2025

Starboard Principal Co LP

By:	/s/ Lindsey Cara
	Lindsey Cara, Authorized Signatory of Starboard Principal Co GP LLC, its general partner
Date:	07/03/2025

Starboard Principal Co GP LLC

By:	/s/ Lindsey Cara
	Lindsey Cara, Authorized Signatory
Date:	07/03/2025

Smith Jeffrey C

By:	/s/ Lindsey Cara
	Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith
Date:	07/03/2025

Feld Peter A

By:	/s/ Lindsey Cara
	Lindsey Cara, Attorney-in-Fact for Peter A. Feld
Date:	07/03/2025

EX-99.2 5 ex992to13d06297373_070325.htm POWER OF ATTORNEY

Exhibit 99.2

POWER OF ATTORNEY

The undersigned hereby appoints Jeffrey C. Smith, Peter A. Feld, Lindsey Cara and Kenneth R. Marlin, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard X Master Fund Ltd, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP and Starboard Principal Co GP LLC or any of their respective affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Jeffrey C. Smith, Peter A. Feld, Lindsey Cara and Kenneth R. Marlin, or any of them, under this Power of Attorney shall continue with respect to the undersigned until revoked in writing.

Smith Jeffrey C

By:	/s/ Jeffrey C. Smith
	Jeffrey C. Smith
Date:	07/03/2025

Feld Peter A

By:	/s/ Peter A. Feld
	Peter A. Feld
Date:	07/03/2025