SCHEDULE: Starboard Value Discloses 9.0% Stake in Tripadvisor, Signals Intent for Value Creation

Activist investor Starboard Value LP and its affiliates have disclosed a 9.0% beneficial ownership stake in Tripadvisor, Inc., stating their belief that the shares are undervalued and expressing intent to engage with management and the Board on opportunities for value creation.

Summary

• Starboard Value LP and its affiliated entities and individuals (collectively, the "Reporting Persons") have acquired a significant stake in Tripadvisor, Inc.
• The Reporting Persons beneficially own an aggregate of 10,635,484 shares of Tripadvisor's common stock, representing 9.0% of the outstanding shares as of July 2, 2025.
• This percentage is based on 118,092,104 shares outstanding as of May 1, 2025, as reported by Tripadvisor.
• The total aggregate purchase price for these shares across various Starboard funds and accounts is approximately $148,061,235, excluding brokerage commissions.
• The Reporting Persons acquired the shares because they believe them to be undervalued and an attractive investment opportunity.
• They intend to engage with Tripadvisor's management and Board of Directors to discuss opportunities for value creation.

Sentiment

Score: 7

Explanation: The disclosure of a significant activist stake by Starboard Value is generally viewed as a positive catalyst for a company's stock, as it signals an intent to drive value creation through strategic and operational improvements. While it introduces potential for management conflict, the primary stated purpose is to enhance shareholder value, which is a positive for investors.

Positives

• A prominent activist investor, Starboard Value, has identified Tripadvisor as an undervalued asset, potentially signaling future strategic changes aimed at enhancing shareholder value.
• Starboard's stated intent to engage with management and the Board on "opportunities for value creation" suggests a proactive approach to improving the company's performance or structure.
• The potential for discussions regarding changes to capitalization, ownership structure, board composition, or business combinations could lead to significant positive catalysts for the stock.

Negatives

• The filing of a Schedule 13D by an activist investor often indicates dissatisfaction with the current management or strategic direction, suggesting underlying issues that Starboard believes need addressing.
• Potential for a proxy contest or prolonged public dispute if management resists Starboard's proposals, which could create uncertainty and distraction for the company.

Risks

• The Reporting Persons may seek to influence or change the Issuer's capitalization, ownership structure, board structure (including board composition), or pursue potential business combinations or dispositions.
• There is a risk of potential conflict between the activist investor's objectives and the current management's strategy, which could lead to operational disruptions or a prolonged period of uncertainty.
• The Reporting Persons may increase or decrease their position, including through sales, short selling, or hedging, which could impact share price volatility.

Future Outlook

The Reporting Persons intend to engage with Tripadvisor's management and Board of Directors to explore opportunities for value creation. They may seek changes to the company's capitalization, ownership structure, board composition, or pursue potential business combinations or dispositions. They will continuously review their investment and may adjust their position based on market conditions and the Issuer's performance.

Industry Context

The travel and tourism industry, in which Tripadvisor operates, is dynamic and highly competitive, influenced by global economic conditions, technological advancements, and consumer travel trends. Activist investor involvement, such as Starboard Value's stake, is a common occurrence in mature or underperforming sectors where investors believe significant value can be unlocked through strategic or operational changes. This move suggests Starboard sees potential for Tripadvisor to improve its competitive positioning or financial performance within this evolving landscape.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• The Reporting Persons entered into a Joint Filing Agreement on July 3, 2025, to jointly file statements on Schedule 13D, which is a formal arrangement among the reporting parties.

Stakeholder Impact

• Shareholders: Potential for increased shareholder value if Starboard's initiatives lead to improved financial performance, strategic changes, or a sale of the company. Could also lead to volatility if there is a prolonged activist campaign.
• Management/Board: Increased scrutiny and pressure to perform, potential for changes in leadership or strategic direction.
• Employees: Potential for operational changes or restructuring depending on Starboard's recommendations, which could impact workforce.

Next Steps

• Engage with Tripadvisor's management and Board of Directors regarding opportunities for value creation.
• Potentially increase or decrease their position in Tripadvisor shares.
• Engage in discussions with other stockholders or third parties about the Issuer.
• Make recommendations or proposals concerning changes to capitalization, ownership structure, board structure (including board composition), or potential business combinations/dispositions.
• Suggest improvements for the Issuer's financial and/or operational performance.

Key Dates

Recommendation

Keywords

Tripadvisor, Starboard Value, Activist Investor, Schedule 13D, Shareholder Activism, Value Creation, Corporate Governance, Investment Opportunity, Common Stock, Beneficial Ownership