TRIP 10-K Annual Report Dec. 31, 2024

TRIPADVISOR, INC.

10-Qs and 10-Ks

10-K	Fiscal year ended Dec. 31, 2024
10-Q	Quarter ended Sept. 30, 2024
10-Q	Quarter ended June 30, 2024
10-Q	Quarter ended March 31, 2024
10-K	Fiscal year ended Dec. 31, 2023
10-Q	Quarter ended Sept. 30, 2023
10-Q	Quarter ended June 30, 2023
10-Q	Quarter ended March 31, 2023
10-K	Fiscal year ended Dec. 31, 2022
10-Q	Quarter ended Sept. 30, 2022
10-Q	Quarter ended June 30, 2022
10-Q	Quarter ended March 31, 2022
10-K	Fiscal year ended Dec. 31, 2021
10-Q	Quarter ended Sept. 30, 2021
10-Q	Quarter ended June 30, 2021
10-Q	Quarter ended March 31, 2021
10-K	Fiscal year ended Dec. 31, 2020
10-Q	Quarter ended Sept. 30, 2020
10-Q	Quarter ended June 30, 2020
10-Q	Quarter ended March 31, 2020
10-K	Fiscal year ended Dec. 31, 2019
10-Q	Quarter ended Sept. 30, 2019
10-Q	Quarter ended June 30, 2019
10-Q	Quarter ended March 31, 2019
10-K	Fiscal year ended Dec. 31, 2018
10-Q	Quarter ended Sept. 30, 2018
10-Q	Quarter ended June 30, 2018
10-Q	Quarter ended March 31, 2018
10-K	Fiscal year ended Dec. 31, 2017
10-Q	Quarter ended Sept. 30, 2017
10-Q	Quarter ended June 30, 2017
10-Q	Quarter ended March 31, 2017
10-K	Fiscal year ended Dec. 31, 2016
10-Q	Quarter ended Sept. 30, 2016
10-Q	Quarter ended June 30, 2016
10-Q	Quarter ended March 31, 2016
10-K	Fiscal year ended Dec. 31, 2015
10-Q	Quarter ended Sept. 30, 2015
10-Q	Quarter ended June 30, 2015
10-Q	Quarter ended March 31, 2015
10-K	Fiscal year ended Dec. 31, 2014
10-Q	Quarter ended Sept. 30, 2014
10-Q	Quarter ended June 30, 2014
10-Q	Quarter ended March 31, 2014
10-K	Fiscal year ended Dec. 31, 2013
10-Q	Quarter ended Sept. 30, 2013
10-Q	Quarter ended June 30, 2013
10-Q	Quarter ended March 31, 2013
10-K	Fiscal year ended Dec. 31, 2012
10-Q	Quarter ended Sept. 30, 2012
10-Q	Quarter ended June 30, 2012
10-Q	Quarter ended March 31, 2012
10-K	Fiscal year ended Dec. 31, 2011
10-Q	Quarter ended Sept. 30, 2011

PROXIES

DEF 14A	Filed on April 29, 2024
DEF 14A	Filed on April 26, 2023
DEF 14A	Filed on April 29, 2022
DEF 14A	Filed on April 29, 2021
DEF 14A	Filed on April 28, 2020
DEF 14A	Filed on April 26, 2019
DEF 14A	Filed on April 27, 2018
DEF 14A	Filed on April 26, 2017
DEF 14A	Filed on April 29, 2016
DEF 14A	Filed on April 28, 2015
DEF 14A	Filed on April 30, 2014
DEF 14A	Filed on May 13, 2013
DEF 14A	Filed on April 30, 2012

TABLE OF CONTENTS

Part Iprint Item 1. Businessprint Item 1A. Risk Factorsprint Item 1B. Unresolved Staff Commentsprint Item 1B. Unresolveprint Item 1C. Cybersecurityprint Item 1C. Cybeprint Item 2. Propertiesprint Item 2. Propeprint Item 3. Legal Proceedingsprint Item 3. Legal Prprint Item 4. Mine Safety Disclosuresprint Part IIprint Item 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securitiesprint Item 5. Market For Registrant S Common Equity, Related Stocprint Item 6. [reserved]print Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 7. Management S Discussion and Analysis Ofprint Item 7A. Quantitative and Qualitative Disclosures About Market Riskprint Item 7A. Quaprint Item 8. Financial Statements and Supplementary Dataprint Note 1: Organization and Business Descriptionprint Note 2: Significant Accounting Policiesprint Note 3: Financial Instruments and Fair Value Measurementsprint Note 4: Property and Equipment, Netprint Note 5: Leasesprint Note 6: Goodwill and Intangible Assets, Netprint Note 7: Accrued Expenses and Other Current Liabilitiesprint Note 8: Debtprint Note 9: Other Long-term Liabilitiesprint Note 10: Income Taxesprint Note 11: Commitments and Contingenciesprint Note 11: Commitmentsprint Note 12: Employee Benefit Plansprint Note 13: Stock Based Awards and Other Equity Instrumentsprint Note 14: Stockholders Equityprint Note 15: Earnings Per Shareprint Note 16: Other Income (expense), Netprint Note 17: Related Party Transactionsprint Note 18: Segment and Geographic Informationprint Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosureprint Item 9A. Controls and Proceduresprint Item 9B. Other Informationprint Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspectionsprint Part IIIprint Item 10. Directors, Executive Officers and Corporate Governanceprint Item 11. Executive Compensationprint Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Mattersprint Item 13. Certain Relationships and Related Transactions, and Director Independenceprint Item 14. Principal Accounting Fees and Servicesprint Part IVprint Item 15. Exhibit and Financial Statement Schedulesprint Item 16. Form 10-k Summaryprint Item 16. Formprint

Exhibits

2.1 Agreement and Plan of Merger, dated as of December 18, 2024, by and among LTRIP, TRIP and Merger Sub 8-K 001-35362 2.1 12/19/24 3.1 Restated Certificate of Incorporation of Tripadvisor, Inc. 8-K 001-35362 3.1 12/27/11 3.2 Amended and Restated Bylaws of Tripadvisor, Inc. 8-K 001-35362 3.2 12/27/11 3.3 Amendment No. 1 to Amended and Restated Bylaws of Tripadvisor, Inc. 8-K 001-35362 3.1 2/12/13 4.1 Specimen Tripadvisor, Inc. Common Stock Certificate S-4/A 333-175828-01 4.6 10/24/11 4.2 Description of the Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10-K 001-35362 4.2 2/19/20 4.3 Indenture, dated July 9, 2020, among Tripadvisor, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee (as successor trustee to Wilmington Trust, National Association) 8-K 001-35362 4.1 7/9/20 4.4 Form of Senior Note (included in Exhibit 4.1) 8-K 001-35362 4.2 7/9/20 4.5 Indenture, dated as of March 25, 2021, by and among Tripadvisor, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee 8-K 001-35362 4.1 3/25/21 4.6 Form of 0.25% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.1) 8-K 001-35362 4.2 3/25/21 10.1 Governance Agreement, by and among Tripadvisor, Inc., Liberty Interactive Corporation and Barry Diller, dated as of December 20, 2011 8-K 001-35362 10.1 12/27/11 10.2 Assignment and Assumption of Governance Agreement by and among Tripadvisor, Inc. and Liberty Tripadvisor Holdings, dated as of August 12, 2014 10-K 001-35362 10.2 2/16/24 10.3 Tax Sharing Agreement by and between Tripadvisor, Inc. and 8-K 001-35362 10.2 12/27/11 Expedia, Inc., dated as of December 20, 2011 10.4+ Tripadvisor, Inc. Deferred Compensation Plan for Non-Employee Directors S-8 333-178637 4.6 12/20/11 10.5 Corporate Headquarters Lease with Normandy Gap-V Needham Building 3, LLC, as landlord, dated as of June 20, 2013 10-Q 001-35362 10.1 7/24/13 10.6 Guaranty dated June 20, 2013 by Tripadvisor, Inc. for the benefit of Normandy Gap-V Needham Building 3, LLC, as landlord 10-Q 001-35362 10.2 7/24/13 10.7 Amendment and Restatement Agreement, dated as of June 29, 2023, to the Credit Agreement dated as of June 26, 2015 (as amended as of May 12, 2017, May 5, 2020 and December 17, 2020, among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor, LLC, the other Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent 8-K 001-35362 10.1 7/6/23 10.8 First Amendment, dated July 8, 2024, to the Amended and Restated Agreement, dated as of June 29, 2023, by and among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor, LLC, the other Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent 8-K 001-35362 10.1 7/8/24 10.9+ Executive Severance Plan and Summary Plan Description 10-Q 001-35362 10.4 8/8/17 10.10+ Form of Option Agreement (Domestic) 10-Q 001-35362 10.2 5/6/21 10.11+ Form of Option Agreement (International) 10-Q 001-35362 10.3 5/6/21 10.12+ Form of Restricted Stock Unit Agreement (Domestic) 10-Q 001-35362 10.1 5/8/24 10.13+ Form of Restricted Stock Unit Agreement (International) 10-Q 001-35362 10.2 5/8/24 10.14+ Form of Restricted Stock Unit Agreement (French) 10-Q 001-35362 10.3 5/8/24 10.15+ Form of Restricted Stock Unit Agreement (Performance Based) 10-Q 001-35362 10.4 5/8/24 10.16+ Form of Restricted Stock Unit Agreement (Non-Employee Directors) 10-Q 001-35362 10.2 8/1/18 10.17 Governance Agreement dated as of November 6, 2019 between Tripadvisor, Inc. and Trip.com Group Limited 8-K 001-35362 10.1 11/6/19 10.18+ Employment Agreement, dated as of March 29, 2021 between Tripadvisor, LLC and Seth Kalvert 10-Q 001-35362 10.7 5/6/21 10.19 Form of Capped Call Confirmation 8-K 001-35362 10.1 3/25/21 10.20+ Employment Letter Agreement dated May 2, 2022 between Tripadvisor LLC and Matt Goldberg 8-K 001-35362 10.1 5/4/22 10.21+ Employment Letter Agreement dated October 10, 2022 between Tripadvisor LLC and Michael Noonan 8-K 001-35362 10.1 10/11/22 10.22+ Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan 10-K 001-35362 10.21 2/16/24 10.23 Voting Agreement, dated as of December 18, 2024, by and among TRIP, LTRIP and Gregory B. Maffei 8-K 001-35362 10.1 12/19/24 10.24 Voting Agreement, dated as of December 18, 2024, by and among TRIP, LTRIP and Certares 8-K 001-35362 10.2 12/19/24 10.25 Letter Agreement, dated as of December 18, 2024, by and among TRIP, LTRIP and Certares 8-K 001-35362 10.3 12/19/24 19.1 Tripadvisor, Inc. Insider Trading Policy 21.1 Subsidiaries of the Registrant 23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Tripadvisor, Inc. Incentive Compensation Clawback Policy, dated November 1, 2023 10-K 001-35362 97.1 2/16/24

TRIP 10-K Fiscal year ended Dec. 31, 2024

Exhibits