Tripadvisor (NASDAQ: TRIP) plans $700M sale of TheFork to American Express
Rhea-AI Filing Summary
Tripadvisor, Inc. has agreed to sell TheFork, its European online restaurant reservation and management platform, to American Express for $700 million in an all-cash transaction. The deal is structured through a put option agreement that allows Tripadvisor to require American Express to acquire the business under a detailed equity purchase agreement.
The agreement cannot be signed until completion of the French Works Council consultation for LaFourchette SAS, and closing will also depend on required regulatory approvals and other customary conditions. The transaction is currently expected to be completed by the end of 2026. Tripadvisor expects net proceeds to be close to gross proceeds and highlights that the sale should support capital returns, balance sheet strength, and investment in its Experiences strategy.
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Insights
Tripadvisor moves to monetize TheFork with a $700M divestiture while doubling down on Experiences.
Tripadvisor has secured an irrevocable put option for an all-cash sale of TheFork to American Express at a fixed $700 million price. TheFork generated last-twelve-month revenue of $232 million and segment adjusted EBITDA of $28 million as of the first quarter of 2026, so this is a sizable, profitable asset.
The structure requires completion of French Works Council consultation before signing the equity purchase agreement, followed by regulatory and other customary closing conditions, with completion targeted before the end of 2026. Management signals that net proceeds should closely match gross proceeds and may be used for share repurchases, debt reduction, or inorganic investments in Experiences, but actual capital allocation will depend on future decisions and closing of the deal.
8-K Event Classification
Key Figures
Key Terms
Put Option Agreement financial
Equity Purchase Agreement financial
Consultation Process regulatory
segment adjusted EBITDA financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry Into a Definitive Material Agreement. |
On 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”).
Pursuant 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”).
In 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.
Under 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.
The 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.
| Item 7.01. | Regulation FD Disclosure. |
On 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.
The 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.
Cautions Concerning Forward-Looking Statements
Certain 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.
These 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
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unexpected 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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | The following exhibits are furnished with this Current Report on Form 8-K. |
| Exhibit |
Description | |
| 10.1 | Put Option Agreement, dated as of June 14, 2026, by and between Tripadvisor, Inc. and American Express Travel Related Services Company, Inc. (including the form of Equity Purchase Agreement attached as Schedule A thereto).* | |
| 99.1 | Press Release of Tripadvisor, Inc. dated June 15, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Schedules and certain sub-exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any omitted schedules or sub-exhibits to the SEC upon request. |
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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 thereunto duly authorized.
| TRIPADVISOR, INC. | ||||||
| Date: June 15, 2026 | By: | /s/ Michael Noonan | ||||
| Michael Noonan, | ||||||
| Chief Financial Officer | ||||||
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Exhibit 99.1
Tripadvisor Enters into Agreement to Sell TheFork to American Express for $700 Million
Transaction highlights the value of Tripadvisor’s portfolio and enables greater focus on experiences
NEEDHAM, Mass., June 15, 2026 (PRNewswire) — Tripadvisor, Inc. (NASDAQ: TRIP) (the “Company”) today announced it has entered into a put option agreement to sell TheFork, its online restaurant reservation and management platform in Europe, to American Express for $700 million in an all-cash transaction.
The agreement follows Tripadvisor’s February 2026 announcement that it would explore strategic alternatives for TheFork. It recognizes the value created in the business over more than a decade, and allows Tripadvisor to focus even more fully on its Experiences strategy.
“This agreement reflects two things we believe deeply: the tangible value across Tripadvisor Group’s portfolio and our ongoing focus on the opportunity we see ahead in Experiences,” said Matt Goldberg, CEO, Tripadvisor Group. “We’re proud of what we’ve built with TheFork and grateful for the team’s work to secure a leading position in European dining. I’m confident that we’ve found an ideal home for them and look forward to expanding our relationship with American Express in the future.”
The transaction is expected to provide Tripadvisor with significant flexibility to accelerate its capital return policy, maintain a well-capitalized balance sheet, and continue investing in its Experiences business to drive shareholder value. The companies also see opportunities to build on their existing relationship and deliver additional value to travelers over time.
“In addition to welcoming TheFork to the American Express family, we’re excited about the opportunity to deepen our relationship with Tripadvisor going forward,” said Stephen Squeri, Chairman and CEO, American Express. “By building on our shared strengths across dining, travel, and experiences, we have opportunities to create even greater value for customers and partners.”
The proposed transaction is expected to close before the end of 2026, subject to labor consultation and customary closing conditions, including regulatory approvals. The Company anticipates minimal tax cost from the sale of TheFork, with net proceeds expected to closely approximate the gross proceeds. Potential uses of proceeds include share repurchases, debt paydown, or inorganic investment within the experiences category.
As of the first quarter of 2026, the Company’s last reported period, the last twelve-month revenue for TheFork was $232 million and adjusted EBITDA for TheFork segment for the same period was $28 million.
Advisors
Goldman Sachs served as financial advisor and Goodwin Procter LLP and Reed Smith LLP served as legal advisors to Tripadvisor and TheFork.
Note on Segment Adjusted EBITDA
We refer to segment adjusted EBITDA as a measure of segment profitability because it is the measure of profit or loss for our reportable segments provided to our Chief Operating Decision Maker (CODM) in accordance with U.S. GAAP for segment reporting. Segment adjusted EBITDA is a key performance measure used by our CODM and Board of Directors to evaluate our individual operating segments. We define adjusted EBITDA as net income (loss) plus: (1) (provision) benefit for income taxes; (2) other income (expense), net; (3) depreciation and amortization; (4) stock-based compensation; (5) goodwill, long-lived asset, and intangible asset impairments; (6) legal reserves, settlements and other (including indirect tax reserves related to audit settlements and the impact of one-time changes resulting from enacted indirect tax legislation); (7) restructuring and other related reorganization costs; (8) transaction related expenses (including non-operational costs related to significant shareholder activism, which includes third-party advisory, legal, and other professional fees); and (9) non-recurring expenses and income unusual in nature or infrequently occurring.
About Tripadvisor, Inc.
The Tripadvisor Group connects people to experiences worth sharing, and aims to be the world’s most trusted source for travel and experiences. We leverage our brands, technology, and capabilities to connect our global audience with partners through rich content, travel guidance, and two-sided marketplaces for experiences, restaurants, and other travel categories such as hotels. The subsidiaries of Tripadvisor, Inc. (Nasdaq: TRIP), include a portfolio of travel brands and businesses, including Tripadvisor, Viator, and TheFork.
Cautionary Note Regarding Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements regarding the proposed sale of Tripadvisor’s TheFork business to American Express, the anticipated benefits, related agreements and timing of the transaction and potential uses of proceeds. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially.
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Key factors that could cause such differences include: whether or when the required employee works council consultation processes are completed; the ability of the parties to successfully execute a definitive purchase agreement following exercise of the put option; the satisfaction of closing conditions, including obtaining regulatory and antitrust approvals; difficulties or unexpected costs relating to segregating the integrated technology data and platform of TheFork from our retained operations and anticipated benefits for Tripadvisor as a result of the proposed transaction do not fully materialize; risks related to disruption of management time; the operational risk of running our core business without the integrated data platform of TheFork; and the potential for material adjustments to net working capital or unforeseen tax consequences related to the divestiture. Tripadvisor expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect any change in Tripadvisor’s expectations with regard thereto or any change in events, conditions or circumstances on which such statement is based. Please refer to the publicly filed documents of Tripadvisor, including its most recent Forms 10-K and 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports Tripadvisor subsequently filed with the SEC, for additional information about Tripadvisor and about the risks and uncertainties related to Tripadvisor’s business which may affect the statements in this release.
Investor relations contact
ir@tripadvisor.com
Media contact
northamericapr@tripadvisor.com
TRIP-G
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