猫途鹰 2025年度报告

Notice of 2026 Annual Meeting andProxy Statementand2025 Annual Report Notice of 2026 Annual Meetingand Proxy Statement April 30, 2026 Dear Fellow Stockholders: A year ago, we set out to build on our leadership in experiences. In 2025, we delivered — becoming an experiences-firstcompany, a shift we believe is clearly reflected in our performance. Year over year, experiences booked grew 16% to 22.9 million,while gross booking value (GBV) grew 13% to $4.7 billion. Adjusted EBITDA in our Experiences segment, meanwhile, reached $91million, up from $79 million in 2024. Our Experiences segment accounted for nearly half of total Group revenue, and we expect itsshare of total Group revenue to grow even further in 2026. This reflects meaningful scale, with growth and efficiency that haveenabled us to become the world’s largest experiences platform, and operating profitably. Beyond experiences, we made progress across the portfolio: •In dining, we saw significant growth at TheFork, with revenue up 22%, while adjusted EBITDA more than tripled,which we believe demonstrates an attractive long-term growth profile.•In Hotels & Other,we streamlined and simplified the businessthrough a restructuring that we anticipate will betteralign costs with its revenue profile, protect profitability, and enable a greater focus on experiences.•And across all our brands, our data and AI capabilitiesare improving how travelers discover and book. Weaccelerated AI-driven product matching and personalized recommendations across our platforms to drive conversion. Weexpanded partnerships with leading AI and search platforms, ensuring we are present wherever travelers plan andbook. At the trusted intersection between travelers and operators, we believe we’ve built a differentiated data asset withunmatched utility. This progress is representative of our deliberate shift to more durable, higher growth marketplace offerings, which in 2025represented over 60% of revenue and 35% of adjusted EBITDA. We achieved record revenue of $1.9 billion, driven by 12% growth inour marketplace offerings, our Experiences and TheFork segments, which more than offset weaker performance in our legacyofferings within our Hotels & Other segment. On a consolidated basis, year over year revenue grew 3%, while net income was $40million, adjusted EBITDA1was $319 million, and free cash flow1was $163 million. Finally, we simplified our capital structure through the April 2025 merger transaction with our former controllingstockholder. Combined with $90 million in share repurchases, these actions reduced our share count by approximately 21% since theend of 2024. We also began to refresh our Board, adding leadership and operational experience aligned with our focus on long-termvalue creation. In 2026 we plan to build on this momentum — continuing to grow our leadership in experiences, leverage the power of ourassets for an AI-driven future, and simplify the portfolio with discipline. To our employees — thank you for your ongoing commitment and engagement. 2025 brought significant change, and yourfocus, resilience and dedication made our progress possible. Across our teams and geographies, your collective contributionsstrengthen our business every day. To our shareholders — thank you for your continued support. We’re confident that our shift to becoming an experiences-firstcompany, combined with disciplined execution, positions Tripadvisor to create meaningful long-term value. You are cordially invited to attend the Annual Meeting of Stockholders of Tripadvisor, Inc. to be held on Monday, June 29,2026, at 10:00 a.m. Eastern Time. The Annual Meeting will be held virtually. You may attend the meeting, submit questions and voteyour shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/TRIP2026. To enter the AnnualMeeting, you will need the control number that is printed in the box marked by the arrow on your proxy card. We recommend loggingin at least fifteen minutes before the meeting starts. Online check-in will start at approximately 9:45 a.m. Eastern Time on Monday,June 29, 2026. At the Annual Meeting, stockholders will be asked to vote on the matters described in the accompanying Notice of AnnualMeeting and Proxy Statement, as well as such other business that may properly come before the meeting and any adjournments orpostponements thereof. Your vote is very important to us. Please review the instructions for each voting option described in the Noticeand in this Proxy Statement. Your prompt cooperation will be greatly appreciated. PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS 400 1st AvenueNeedham, Massachusetts 02494 NOTICE OF ANNUAL MEETING OF STOCKHOLDERSTo Be Held on June 29, 2026 The 2026 Annual Meeting of Stockholders of Tripadvisor, Inc., a Nevada corporation, will be held on Monday, June 29, 2026,at 10:00 a.m. Eastern Time. The Annual Meeting will be held via the Internet and will be a virtual meeting. You may a