{"url_path":"/sec/trip/8-k/2026-06-15/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.","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":508,"has_tables":true,"body_markdown":"Item 7.01.\n\nRegulation FD Disclosure.\n\nOn June 15, 2026, the Company issued a press release regarding the execution of the Put Option Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.\n\nThe information furnished with Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.\n\nCautions Concerning Forward-Looking Statements\n\nCertain statements included in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of federal securities laws. These forward-looking statements are based on current expectations and assumptions that involve risks and uncertainties on information available to the Company as of the date hereof. These statements include, but are not limited to, statements regarding the proposed sale of the Company’s TheFork business to American Express, the anticipated benefits, related agreements, timing of the transaction and potential uses of proceeds. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements generally can be identified by phrases such as “possible,” “potential,” “intends” or “expects” or other words or phrases of similar import or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” or similar variations.\n\nThese forward-looking statements involve many risks and uncertainties that could cause actual results and the timing of events to differ materially from those expressed or implied by such statements, including, but not limited to: the parties may not realize the potential benefits of the Transaction in the near term or at all; the Transaction or sale of TheFork may not be achieved on the predicted timeline or at all; there may be liabilities or tax consequences related to the divestiture that are not known, probable or estimable at this time; unfavorable outcome of regulatory review or antitrust proceedings in European jurisdictions, the completion of required employee works council consultations, or the successful execution of a definitive purchase agreement; difficulties or\n\n \n\n1\n\nunexpected costs relating to segregating the technology and data platforms of TheFork from retained operations; the failure to satisfy any other closing conditions; risks related to disruption of management time away from core operations; risks relating to the Company operating without TheFork platform; risks inherent to the business may result in additional strategic and operational risks, which may impact the Company’s risk profile, which the Company may not be able to mitigate effectively; and other risks and uncertainties detailed in periodic reports that the Company files with the U.S. Securities and Exchange Commission (“SEC”). Additional information concerning important risks and uncertainties can be found in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statements to reflect subsequent events or circumstances."}