Quick Pitch: Tripadvisor (TRIP)

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Activism / Strategic review: 70% upside (at $10.06)

Tripadvisor is a well covered stock, and I will not present any unique angles in this write-up. However, I think it might be a timely opportunity.

The bullish pitch is quite straightforward – Tripadvisor trades at a deep discount to the value of its three businesses: Viator (marketplace platform for experiences), TheFork (restaurant reservation platform), and the original/legacy Brand Tripadvisor (recently renamed ‘Hotels and Other’).

But that has been the case for years, and lots of investors got burned waiting for the sum of the parts story to play out. The stock is down 80% since 2021. The sentiment around the company is terrible, marked by years of poor management, value destruction and, more recently, AI disruption fears. Short interest stands at 23% of shares outstanding.

So why do I think it might be different this time? There are a few reasons:

  • The share price has been crushed following the release of Q4 results. TRIP is down 30% YTD, and the stock is at all-time lows. Downside should be quite well protected at the current levels as the company trades at only 4x EBITDA and ~7x FCF. Even after accounting for substantial share-based compensation expense, EBITDA multiple rises to only 5.9x.
  • The board has just announced a sale process for TheFork.
  • A prominent activist Starboard Value, which has been pushing for a full company sale, has now also moved to overhaul TRIP’s board in June’s meeting. The activist is also purchasing stock in the open market at the current levels.

The next few months are likely to be quite eventful for Tripadvisor, and I do not think investors are risking much to wait and see what transpires.

While the event angle is evident, the valuations of the three businesses are way murkier. That is probably the reason why the opportunity exists. This is how the total stacks up:

SCR 20260225 b9n

Can the three segments be sold at these values/multiples? I do not have a strong opinion about that, and these multiples are a bit of the guesswork on my side. No one knows how AI will impact each of these businesses. But at least these assumptions are way more conservative than the comps communicated by Starboard a few months ago, and should at least partially reflect the uncertainties ahead.

Even applying heavily discounted multiples to each segment, the risk/reward remains asymmetric given how bearish the market already is on the stock. With TheFork at just 1x sales ($250m), Viator at 6x EBITDA ($810m) and Brand Tripadvisor at just 1x EBITDA ($162m), the equity value still adds up to $7.8/share, or 29% downside from the current levels.

This situation should develop quickly. Over the next few months, we should have a much clearer sense of how fast the company can be put into play. The board owns 3% of the shares and has a poor reputation/track record. Greg Maffei is still TRIP’s chairman even though the company is no longer controlled by Liberty Group. It could be difficult to push this board to action, so it is possible that value creation will depend on the activist taking control. Given the track record and reputation of the opposing sides, it would be difficult to imagine the activist losing. Beyond Starboard, the only other large shareholders are BlackRock and Vanguard, which own 11% each.

 

A brief timeline of recent developments

Historically, Tripadvisor was controlled by Liberty Group, which held over 56% of voting power. In April last year, TRIP bought out Liberty’s stake, eliminating that voting control and making the company fully independent. This finally opened the door to activism. As part of the deal, TRIP cancelled approximately 17% of its outstanding shares at an effective purchase price of $16.28/share. Another notable detail is that the transaction proxy revealed that in January 2025, TRIP had received an acquisition offer of $18-$19/share from an unnamed strategic bidder. The board did not disclose the offer at the time and rejected it as being too low.

It did not take long for an activist to show up. In July 2025, Starboard Value disclosed a 9% stake in TRIP with a cost basis of around $14/share. Starboard is one of the more prominent activist hedge funds in the US. In October, Starboard released a detailed presentation urging TRIP to sell TheFork and explore value creation options for the legacy Brand Tripadvisor segment.

This month, TRIP released disappointing Q4 2025 results, showing an accelerating decline in the Brand Tripadvisor segment. The stock tumbled from $13/share to $10/share. Management had been hinting at strategic options for some time (likely due to pressure from Starboard), and alongside the Q4 results, officially announced the strategic review to explore monetization of TheFork.

We believe this is a uniquely valuable business with an attractive long-term growth profile, which may be underappreciated in our portfolio given the market activity we’ve seen around the dining category. As a result, we’ve decided to explore strategic alternatives for TheFork as part of our broader portfolio review.

Starboard swiftly issued an open letter accusing the board of taking an ‘incrementalist approach’ and questioning why TheFork’s monetization process is only beginning now, despite months spent exploring the alternatives already. The activist urged management to put the whole company in play and threatened to replace a majority of the board at the 2026 annual meeting.

Since publicly disclosing our investment in July 2025, we have had numerous conversations with different members of management and the Board, as well as the Company’s advisors. These conversations have all been extremely cordial and friendly. We have had the best of intentions and the highest of hopes. Unfortunately, as the saying goes, talk is cheap, and Tripadvisor has only been willing to talk, rather than commit to meaningful change.
<…>
This Board has proven one thing to us. They will not do enough. They will not do it fast enough. Instead of yet another half measure, we believe Tripadvisor should be formally exploring a sale of the entire company, in one or multiple transactions. Shareholders deserve a credible, comprehensive process focused on maximizing value.
<…>
We have offered to work with Tripadvisor to reconstitute the Board, but it has become clear to us that we must take action into our own hands and seek to replace a majority of the Board. As such, during the Company’s upcoming window for shareholders to submit director nominations with respect to the Company’s 2026 annual meeting of shareholders, we intend to nominate a highly-qualified slate of directors representing a majority of the Board. We look forward to sharing more details with the Company and our fellow shareholders in the coming weeks.

Management’s subsequent response was a boilerplate press release, so it is not clear if they plan to take any additional action in light of Starboard’s accusations and intentions to replace the board. We will have to wait and see.

 

A few more details on the valuation of the three businesses

Let’s start with TheFork. Starboard made a detailed presentation on TRIP in October 2025, which outlined several peer transactions at mid-single-digit to 10x+ revenue multiples. At the time Starboard chose to value TheFork at 5x 2026E sales.

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That multiple is probably no longer applicable, as AI disruption fears have changed the landscape, with major OTA and marketplace platform peers down 10%-30% over the last six months. Nonetheless, TheFork’s Q4 2025 performance was strong, with 2026 revenues guided to grow in the low-to-mid teens, broadly in line with Starboard’s mid-teens growth expectation from October. In my calculations, I’m applying a 4x sales multiple. While this remains an optimistic bullish case designed to highlight potential upside, it sits slightly below the multiple previously proposed by Starboard, reflecting the recent sector-wide compression since then.

Moving on to Viator, TRIP’s marketplace platform for experiences, which has long been considered the Company’s most valuable asset. The segment has been recently renamed to ‘Experiences’. Here are a few comps for directional valuation cross-checks:

  • Similar-sized but faster-growing peer GetYourGuide raised funds at a $2bn valuation in 2023 when it was still smaller than Viator. Recent figures show it has since caught up, with revenues approaching $1bn in 2025 and the number of experiences booked growing by 30% (versus 16% for Viator). GetYourGuide is now planning another funding round, expected to be priced at a premium to 2023 levels.
  • Klook, an Asian peer, plans a US IPO at a rumored $4bn valuation. It generated $417m in revenue in 2024 (compared to almost $1bn for Viator last year), growing at 24% YoY. The IPO size rumor source is questionable (the website doesn’t seem very trustworthy). However, the company does aim to raise up to $500m, so the valuation range is likely to be in the billions.
  • Somewhat comparable businesses, the major OTAs, trade at: BKNG – 13.5x 2026E adj. EBITDA, ABNB – 14.4x, and EXPE – 6.6x.
  • This VIC pitch from 2023 was valuing the segment at $1.9bn. The business performance (i.e. revenue growth) has worsened a bit since then.

Given Viator’s leading market position, strong two-sided network effects, and solid growth profile (formerly 20%+ CAGR, now low -double digits) alongside continuous margin expansion, a double-digit EBITDA multiple (I am using 10x) looks justifiable in a sale scenario.

The last piece is Brand Tripadvisor (recently renamed ‘Hotels and Other’), a slowly melting ice cube that still generates a lot of cash and almost two thirds of company’s EBITDA. Revenues were down 8% last year and are guided to decline by mid-high teens in 2026. The cost structure remains extremely bloated, with $226m in annual personnel costs and $38m in G&A last year alone. Starboard sees personnel cost reduction as a key value creation lever for this segment, which should help to partially offset the secular profitability declines. Overall, 3x forward EBITDA for this segment seems punishing enough for this exercise.

 

A brief overview of the businesses

  • Viator (reported as ‘Experiences’ segment): The largest global marketplace for experiences (tour guides, activities, etc.). The platform includes 400k bookable experiences and 65k operators. It generates revenue through commissions. The business has been hailed as the crown jewel of TRIP, as Experiences has by far the lowest online penetration and is the fastest-growing subsegment in the online travel services industry. Viator used to grow at 20% CAGR but has slowed to low double digits lately, partially due to competitive pressures. Adj. EBITDA margins have been consistently growing from negative 2% in 2022 to positive 10% last year, with 13-14% guided for 2026. The business is reported under the “Experiences” segment.
  • TheFork: One of the largest restaurant reservation platforms in the EU. It operates in 11 countries with more than 50,000 restaurants, 20m reviews, and 80% repeat customer bookings. TheFork generates revenue from per-booking fees and SaaS subscriptions for access to reservation management software. It is the smallest but fastest-growing business of TRIP, compounding sales at a stable 20% over the last several years. It became profitable on an adj. EBITDA basis in 2024. The adj. EBITDA margin grew to 10% last year and is guided to expand to 12%-13% in 2026. The segment name matches the business name.
  • Hotels & Other (previous Brand Tripadvisor segment): Review and discovery platform for hotels, restaurants, and attractions. It generates revenue primarily through ads and lead generation for online travel agencies. It was once a key asset, but management failed to monetize it effectively and did not respond to growing competition from Google Reviews and AI. The platform has been in steady decline since pre-COVID times (see the graph below), with revenue dropping by 8% in 2024 and 2025, with mid-high teens drop guided for this year. Adj. EBITDA margins dropped from 36% in 2022 to <30% last year. It is not only that the platform is losing traffic to AI but also that it lives mostly off ads. Once AI platforms launch ads, the segment (as well as most ad-driven businesses) might take another significant hit, and it is not clear whether this risk is reflected in management’s current guidance. The business is reported under the “Hotels and Other” segment.

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Useful links to familiarize yourself deeper with the situation at TRIP:

14 Comments

14 thoughts on “Quick Pitch: Tripadvisor (TRIP)”

  2. What do you feel about the opinion that TripAdvisor’s problems goes far beyond corporate bloat and cost-cutting. The company is already embarking on a restructuring that will save $85M in annual cost. The true problem here is loss of market share vs. other OTA peers. That’s not something I think Starboard can help fix.

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  3. Answers to yxd0018 questions:
    – TRIP is not an OTA, online booking platforms are often Tripadvisor clients, which buy click-based advertising on its website. Having said that, you are correct to point out the Tripadvisor is losing its relevance, first to competition from Google Reviews and now to AI. That’s why I have valued this legacy business at only 3x EBITDA even though it is profitable and generating cash at the moment.
    – I have already covered Starboard in the write-up. Starboard’s move to overhaul the board and its open market share purchases are meaningful positives for TRIP.
    – That said, I do not feel confident in my grasp of the outlook for TRIP’s businesses or the multiples they could fetch in a sale. These could easily be lower or higher. That’s is also why I have put this as a ‘quick pitch’ rather than higher confidence ‘portfolio idea’. At the moment, TRIP is something of a black box, and the investment is essentially a bet on Starboard’s thesis against the bear case. The activist clearly sees value here, and winning the board seats should be straightforward. It remains to be seen whether their view on underlying value will ultimately prove correct.

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  5. It looks that Starboard has managed to reshuffle TripAdvisor’s board without even waiting for the shareholder meeting. Greg Maffei and fellow Liberty insider Albert Rosenthaler will not stand for re-election at the 2026 AGM. The fact that Maffei stayed on as chairman of TRIP even after Liberty lost control has been one of Starboard’s core complaints in its activist campaign.

    At a quick glance, it seems like a win for the activist. The odds of Starboard securing board seats, or pushing through a broader shake-up in June, look even higher.

    To play devil’s advocate, though:

    – I wonder whether this development could have any negative connotations for the ongoing theFork sale (the chairman announcing his resignation in the middle of the process). However, the process was officially announced at the beginning of February, which leaves ~4.5 months until the AGM. TripAdvisor had already been hinting at reviewing options before February, so it is possible they did not start from scratch last month. Hence, it is possible the resignation does not signal any disruption to the process, and the company could still be planning to announce a deal.
    – Is it possible that Starboard will be satisfied with these changes and withdraw its board nominees, setting up a settlement with TRIP? Something similar played out at STAA earlier this year, but at that situation activist held a large stake and continues to hold a lot of leverage (close to effective control). Here, Starboard would be left with little to show for its campaign. If this was an attempt to “walk away” while saving face, you would expect the resignations at least to be framed as part of a broader settlement straightaway rather than announced quietly in isolation as were yesterday.

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  7. I’d say the recent board changes and yesterday’s settlement with Starboard look positive. Maffei is out, and Starboard has already secured two board seats with two more to come, bringing it to 4 out of 10 post AGM. It is not the full overhaul they initially pushed for, but it comes with no real risk or downside for them and still leaves them with a very meaningful influence over TRIP.

    Moreover, this is not a typical “go quiet” settlement. Starboard has kept their hands open to publicly challenge management’s decisions going forward. First, the activist retains the right to vote against any strategic transactions, including a merger or asset sale. Second, after the AGM, Starboard will have the ability to publicly criticize the company and its strategy.

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  8. Starboard has sold 5% of TRIP (more than half of its prior stake) and has entered into swaps for the same number of shares. While its disclosed ownership has dropped to 4.4%, its effective economic interest remains at 9.4%. This is not great optics for the activism angle and could signal that Starboard is looking to exit the position quietly over time. Moreover, we have now lost visibility into any further changes in its stake. That said, Starboard’s economic exposure to TRIP has not changed, and the activist has already secured four board seats, which will allow it to effect changes from inside. Starboard may simply not intend to be active on the voting side in the near term and has opted to shed the disclosure burden.

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  9. Trip released a somewhat mixed Q1. Most of the financials landed in line with guidance, though Viator underperformed because of macro headwinds. Management is projecting more of the same in Q2. Even so, they sounded upbeat about the portfolio review, noting they’ve made “good progress” and the work done so far reinforces their view that the stock is undervalued:

    “Last quarter, we noted that we were formally exploring alternatives for the pork, and we continue to make good progress. While we have no definitive announcement at this time, the work has reinforced our view that this is a highly attractive asset whose value may not be fully reflected within the current portfolio, and we expect to provide an update in the near term.”

    Revenue and EBITDA guidance were both met in Q1. The Hotels and Others segment (formerly Brand Tripadvisor) continues to deteriorate, though the slide was a bit slower than anticipated (down 20% YoY versus the expected 21-23%). TheFork continues to outperform, with revenue up +23% against the 20%-22% previously guided.

    The biggest disappointment was the Experiences segment (formerly Viator). January and February looked good (revenue up 15%, in line with low teens guidance), but the wheels came off in March. Tensions in the Middle East rattled the broader travel market. On top of that, civil unrest in Mexico and flooding in Hawaii (two large markets) triggered a further surge in cancellations and dragged down bookings. Management thinks things might stabilize by the end of Q2, but the outlook remains murky and tied to macro developments. Q2 revenue growth for this segment is guided to slow even further to 2%-5% YoY, a big decline from the low teens growth originally expected for the year.

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  10. I think you’re making a mistake putting 30% tax rate on each segment.

    First, I’m guessing they will have a creative way to limit or minimize The Fork taxes. But even if they don’t, RemainCo would be sold at the holding company level (TRIP) in a tax free manner (if it were to ever be sold).

    There is no outcome where all 3 would be taxed 30%.

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    • The 30% tax assumption on TheFork mirrors Starboard’s own modeling. With the two other segments, I added taxes simply to be more on the conservative side with the calculations.

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      • Starboard is being conservative on The Fork (they also made a ton of acquisitions there, including w/ Michelin in 2019) but there is no world you should tax effect Viator sale proceeds. It’s not conservative it’s just wrong. They would sell TRIP as a whole if Viator was the only division left and was to be sold.

        I guess there is conservative and there is just not correct?

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  12. TRIP announced the sale of TheFork to American Express for $700m in cash. With +25% gain since the write-up, I think the special sit angle has largely played out. I am closing this one out.

    TheFork sale taxes will be minimal, with management explicitly stating that net proceeds are expected to closely approximate gross proceeds. The proceeds will go toward share repurchases, debt paydown, and M&A within the experiences (Viator) segment. The deal is expected to close by the end of the year. Interestingly, the market has barely reacted to the news, though the stock is up 30% over the past four weeks, so perhaps this was priced in early.

    Overall, it is a good result, though not really a great one. The sale multiple works out to 2.8x 2026E revenues, well below the 5x Starboard estimated last year or the 4x I used in the pitch. On the bright side, the 30% tax assumption on proceeds turned out to be far too conservative, so net proceeds will end up very close to the write-up calcs.

    The difficult question is what comes next. The crown jewel asset is gone. Management offered no hint of the strategic review continuation, instead emphasizing that it will look to buy more assets. The multiple TheFork fetched does not suggest anything especially encouraging for the other segments in the current environment. Given this year’s headwinds for the remaining segments, the odds are that management will not look to sell Viator in the near-term, but will aim for a recovery first. Selling TheFork was Starboard’s main goal also.

    In a no-sale scenario, any meaningful upside from here becomes much harder to underwrite as you have to factor in corporate overhead and heavy stock-based compensation into the SoTP framework.

    https://www.bamsec.com/filing/119312526270351?cik=1526520

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