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SCHEDULE 13D/A 0001193805-25-000968 0001517137 XXXXXXXX LIVE 1 Common Stock, $0.001 par value per share 02/17/2026 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 10774996.00 0.00 10774996.00 0.00 10774996.00 N 9.4 PN 0001373638 N STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD WC N E9 5799775.00 0.00 5799775.00 0.00 5799775.00 N 5.1 CO 0001519812 N STARBOARD VALUE & OPPORTUNITY S LLC WC N DE 805253.00 0.00 805253.00 0.00 805253.00 N 0.7 OO 0001767736 N Starboard Value & Opportunity Master Fund L LP WC N E9 316321.00 0.00 316321.00 0.00 316321.00 N 0.3 PN 0001767773 N Starboard Value L LP OO N DE 316321.00 0.00 316321.00 0.00 316321.00 N 0.3 PN 0001575979 N Starboard Value R GP LLC OO N DE 316321.00 0.00 316321.00 0.00 316321.00 N 0.3 OO 0001833016 N Starboard X Master Fund Ltd WC N E9 2116298.00 0.00 2116298.00 0.00 2116298.00 N 1.8 CO 0001517138 N Starboard Value GP LLC OO N DE 10774996.00 0.00 10774996.00 0.00 10774996.00 N 9.4 OO 0001517139 N Starboard Principal Co LP OO N DE 10774996.00 0.00 10774996.00 0.00 10774996.00 N 9.4 PN 0001517140 N Starboard Principal Co GP LLC OO N DE 10774996.00 0.00 10774996.00 0.00 10774996.00 N 9.4 OO 0001362697 N Smith Jeffrey C OO N X1 0.00 10774996.00 0.00 10774996.00 10774996.00 N 9.4 IN 0001410600 N Feld Peter A OO N X1 0.00 10774996.00 0.00 10774996.00 10774996.00 N 9.4 IN Common Stock, $0.001 par value per share TripAdvisor, Inc. 400 1ST AVENUE NEEDHAM MA 02494 The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D. Item 3 is hereby amended and restated to read as follows: 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 5,799,775 Shares beneficially owned by Starboard V&O Fund is approximately $77,882,193, excluding brokerage commissions. The aggregate purchase price of the 805,253 Shares beneficially owned by Starboard S LLC is approximately $10,827,844, excluding brokerage commissions. The aggregate purchase price of the 316,321 Shares beneficially owned by Starboard L Master is approximately $4,222,720, excluding brokerage commissions. The aggregate purchase price of the 2,116,298 Shares beneficially owned by Starboard X Master is approximately $28,348,980, excluding brokerage commissions. The aggregate purchase price of the 1,737,349 Shares held in the Starboard Value LP Account is approximately $23,786,443, excluding brokerage commissions. Item 4 is hereby amended to add the following: On February 17, 2026, Starboard Value LP (together with its affiliates, "Starboard") delivered a letter to the Issuer, which, among other things, details Starboard's disappointment with the Issuer's prolonged underperformance and the Issuer's Board of Directors' (the "Board") inaction in light of rapid innovation and change within its industry. While Starboard believes the Issuer has the opportunity to take advantage of significant value creation opportunities, Starboard highlights in the letter the failure of the Board to take decisive actions to execute on such opportunities, as well as the risk that the Issuer will squander its position. Starboard believes a reconstituted Board is required to instill a sense of urgency, which is necessary for the Issuer to compete in an increasingly competitive environment, and to objectively assess all value creation opportunities available to the Issuer, including a potential sale of the Issuer, in one or multiple transactions. Accordingly, Starboard announced its intention to nominate a majority slate of highly qualified director candidates for election to the Board at the Issuer's 2026 annual meeting of stockholders. The full text of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 5(a) is hereby amended and restated to read as follows: The percentages used in this Schedule 13D are based upon 114,755,221 Shares outstanding, as of February 6, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 13, 2026. 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 February 17, 2026. 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. Item 5(b) is hereby amended and restated to read as follows: 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. Item 5(c) is hereby amended and restated to read as follows: Information concerning transactions in the securities of the Issuer effected by the Reporting Persons during the past sixty days is set forth in Exhibit 1 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. Item 7 is hereby amended to add the following exhibits: 1 - Transactions in the Securities. 99.1 - Letter to the Issuer's Chairman, CEO and Board, dated February 17, 2026. Starboard Value LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value GP LLC, its general partner 02/17/2026 STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager 02/17/2026 STARBOARD VALUE & OPPORTUNITY S LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its manager 02/17/2026 Starboard Value & Opportunity Master Fund L LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value L LP, its general partner 02/17/2026 Starboard Value L LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner 02/17/2026 Starboard Value R GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory 02/17/2026 Starboard X Master Fund Ltd /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager 02/17/2026 Starboard Value GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Principal Co LP, its member 02/17/2026 Starboard Principal Co LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Principal Co GP LLC, its general partner 02/17/2026 Starboard Principal Co GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory 02/17/2026 Smith Jeffrey C /s/ Lindsey Cara Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith 02/17/2026 Feld Peter A /s/ Lindsey Cara Lindsey Cara, Attorney-in-Fact for Peter A. Feld 02/17/2026