Tripadvisor (TRIP) Stock: Activist Launches Hostile Takeover After 50% Crash

TLDR

• Starboard Value holds 9% stake in Tripadvisor and is nominating a majority of directors to the company’s eight-person board
• Tripadvisor shares have collapsed 50% over six months after weak earnings and concerns about AI competition
• The activist investor wants Tripadvisor to sell TheFork restaurant platform or explore a full company sale
• Tripadvisor’s $1.1 billion valuation trades at a discount to online travel peers like Airbnb, Expedia, and Booking Holdings
• The board fight comes one week after Tripadvisor reported disappointing fourth-quarter financial results

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Starboard Value is taking the gloves off. The activist hedge fund plans to nominate a majority slate to Tripadvisor’s board of directors.

Tripadvisor, Inc., TRIP

The move represents a dramatic escalation. Starboard disclosed its 9% stake in mid-2025, worth approximately $160 million.

That investment initially boosted the stock. But the rally was short-lived.

Tripadvisor shares have crashed nearly 50% in six months. Poor earnings and AI fears drove the decline.

The Wall Street Journal broke the news Monday evening, citing a letter and sources familiar with the matter. Starboard planned to send the letter Tuesday morning.

Neither company responded to early requests for comment. The silence suggests a battle is brewing.

Why Starboard Wants Change

The activist investor sees massive untapped value. Tripadvisor’s market cap sits at just $1.1 billion.

That’s dirt cheap compared to competitors. On an enterprise value-to-earnings basis, Tripadvisor trades below Airbnb, Expedia, and Booking Holdings.

Even online marketplace companies like Maplebear command higher multiples. Starboard believes this gap proves management has failed.

The fund has pushed two main strategies. First, sell TheFork, the restaurant reservations platform operating across Europe.

Second, sell the entire company. Management rejected that option back in 2024.

Starboard also wants operational fixes. The fund demands better profitability at both Viator and the core Tripadvisor brand.

Timing Couldn’t Be Worse

Tripadvisor just reported weak fourth-quarter earnings last week. The results disappointed Wall Street analysts.

The company faces a bigger threat than quarterly misses. AI-powered travel planning tools are emerging as serious competition.

These new platforms could siphon traffic from Tripadvisor’s search-based model. Investors are spooked by the existential risk.

Starboard’s patience has clearly run out. Nominating a majority board slate is the nuclear option in activist investing.

The eight-person board will face a proxy fight in coming months. Shareholders will choose between Starboard’s candidates and current directors.

Starboard’s $160 million position makes it one of Tripadvisor’s largest shareholders. That gives the fund real leverage in any vote.

The activist has been vocal since investing. Public presentations outlined the case for selling assets or the whole company.

Management’s refusal to budge set up this confrontation. Now shareholders will decide who’s right about Tripadvisor’s future.

The stock’s 50% collapse strengthens Starboard’s hand. Frustrated investors may be ready for change.

Tripadvisor operates two main businesses. The namesake platform connects travelers with reviews and booking options.

Viator focuses on experiences and tours. TheFork handles restaurant reservations in European markets.

Starboard believes each piece could fetch more value separately. Breaking up the company would unlock that hidden worth.

The proxy battle will dominate headlines for months. Both sides will make their case directly to shareholders in regulatory filings.

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