Amendment to Schedule 13D Filing for TripAdvisor, Inc.

This filing is an amendment to a Schedule 13D, detailing an agreement between Starboard Value LP and TripAdvisor, Inc. The agreement, dated March 22, 2026, concerns the composition of the Issuer's Board of Directors. Key terms include increasing the board size to ten directors and appointing two new independent directors, Andrew F. Cates and Dhiren R. Fonseca. Starboard also has the right to recommend two additional designees under certain conditions. The Issuer has agreed to nominate these directors, not increase the board size beyond ten during a standstill period without Starboard's consent, and hold its 2026 annual meeting by June 30, 2026. Amendments to the Issuer's Bylaws regarding stockholder action by written consent and special meetings are also part of the agreement. Starboard has agreed to customary standstill provisions and to vote in accordance with the board's recommendations on most matters, with specific exceptions. Two existing directors will not stand for re-election. The agreement also specifies actions regarding the appointment of new directors if they cease to serve prior to the standstill period expiration, contingent on Starboard's ownership threshold.