{"url_path":"/sec/trip/8-k/2026-06-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Definitive Material Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1526520/0001193125-26-270351-index.html","accession_number":"0001193125-26-270351","cik":"0001526520","ticker":"TRIP","issuer_name":"TripAdvisor, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1526520/0001193125-26-270351-index.html","primary_entity_key":"0001526520","primary_entity_name":"TripAdvisor, Inc."},"word_count":422,"has_tables":true,"body_markdown":"Item 1.01.\n\nEntry Into a Definitive Material Agreement.\n\nOn June 14, 2026, TripAdvisor, Inc., a Nevada corporation (the “Company”), entered into a put option agreement (the “Put Option Agreement”) with American Express Travel Related Services Company, Inc., a New York corporation (“Buyer”).\n\nPursuant to the Put Option Agreement, Buyer provided an irrevocable commitment to acquire (the “Put Option”) the legal entities comprising the Company’s online restaurant reservation and management platform in Europe known as “TheFork” (the “Business”) pursuant to the terms and conditions set forth in the Equity Purchase Agreement attached as an exhibit to the Put Option Agreement (the “Equity Purchase Agreement”).\n\nIn accordance with applicable French labor laws, the Company cannot execute the Equity Purchase Agreement until the French Works Council of the Company’s subsidiary, LaFourchette SAS, has been formally informed and consulted (the “Consultation Process”). Pursuant to the terms of the Put Option Agreement, the execution and signing of the Equity Purchase Agreement may only occur following completion of the Consultation Process. Following the execution of the Equity Purchase Agreement, the consummation of the transaction will be subject to the receipt of required regulatory approvals and other customary closing conditions. The transaction is currently expected to be completed by the end of 2026.\n\nUnder the terms of the Equity Purchase Agreement and subject to its execution, Buyer will acquire the Business for $700 million, subject to certain adjustments, in an all-cash transaction (the “Transaction”). The purchase price will be paid by Buyer with cash on hand. The Equity Purchase Agreement contains customary representations, warranties, and covenants of the parties. The Put Option will remain open for exercise by the Company until the earlier of (i) ten (10) business days after the completion of the Consultation Process, and (ii) six (6) months after the date of the Put Option Agreement. The Company granted to the Buyer an exclusivity undertaking in the Put Option Agreement that extends until twelve (12) months after the date thereof; provided that such exclusivity terminates upon the execution of the Equity Purchase Agreement, which agreement provides for exclusivity until the closing of the Transaction.\n\nThe foregoing description of the Put Option Agreement, the Equity Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Put Option Agreement (including the form of the Equity Purchase Agreement attached thereto), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference."}