UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 2, 2026
TRIPADVISOR, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada | 001-35362 | 80-0743202 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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400 1st Avenue Needham, MA 02494 | ||
(Address of Principal Executive Offices) (Zip Code) | ||
(781) 800-5000
Registrant’s Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock |
| TRIP |
| Nasdaq |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Tripadvisor, Inc., a Nevada corporation (the “Company”), and Seth Kalvert have agreed that Mr. Kalvert will leave his position as Chief Legal Officer and Secretary of the Company effective May 1, 2026. Mr. Kalvert’s departure will be treated as a Qualifying Termination for purposes of the Company’s Amended and Restated Executive Severance Plan and Summary Plan Description (the “Severance Plan”). Mr. Kalvert's departure is not the result of any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices. The Company thanks Mr. Kalvert for his contributions and wishes him well in his future endeavors.
Following his departure, Mr. Kalvert has agreed to remain available to the Company for a period of time in an advisory capacity to provide transition and other services. The terms of this arrangement will be mutually agreed upon between the Company and Mr. Kalvert.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: April 2, 2026 |
| By: | /S/ MICHAEL NOONAN |
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| Michael Noonan |
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| Chief Financial Officer |