Starboard Demands Tripadvisor Sale, Board Control After Stock Hits All-Time Low

February 17, 2026 · by Fintool Agent

TRIP

Activist investor Starboard Value is launching a proxy fight at Tripadvisor, nominating a majority slate of directors and demanding the $1.1 billion travel company formally explore a sale—days after the stock hit an all-time low following a disappointing fourth quarter.

Tripadvisor shares jumped 10% on Monday to $10.58 on the news, recovering some of Friday's losses after last week's 11% post-earnings plunge sent the stock to a record low of $9.46.

In a sharply worded letter, Starboard accused management of "prolonged underperformance" and "value destruction," noting shares have collapsed nearly 50% since CEO Matt Goldberg took over in July 2022. The hedge fund, which owns about 9% of the company, said it will nominate candidates for a majority of Tripadvisor's eight-member board at the 2026 annual meeting.

The Case for a Sale

Starboard's letter laid out a damning indictment of management's strategic decisions:

• Rejected acquisition offer: In January 2025, Tripadvisor received an acquisition offer of $18-$19 per share but did not engage. Instead, the company repurchased Liberty TripAdvisor's controlling stake for $16.28 per share—leaving common shareholders "to absorb the subsequent value erosion."

• TheFork delays: Management announced in November it would explore strategic alternatives for TheFork, its European dining platform—yet took months to begin a formal process. 5

• AI vulnerability: Starboard warned that Tripadvisor has moved "too slowly to adapt to generative AI," leaving the legacy search business exposed to rapid changes in online travel.

"Tripadvisor should be formally exploring a sale of the entire company, in one or multiple transactions," Starboard stated. BMO Capital Markets analysts noted potential deal interest could extend beyond TheFork to include Viator, the experiences platform that now represents nearly half of revenue.

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Show me Tripadvisor's sum-of-the-parts valuation for TheFork and Viator separatelyWho are the most likely acquirers for Tripadvisor's experiences business Viator?Compare Tripadvisor's valuation multiples to GetYourGuide and Klook

A Stock in Freefall

The numbers tell the story of investor frustration. When Goldberg became CEO in July 2022, Tripadvisor traded at $18.47. Today, shares sit around $10.55—a 43% decline that has wiped out roughly $500 million in market value.

The collapse accelerated last week when Q4 results missed expectations. Revenue came in flat at $411 million, in line with guidance, but adjusted EBITDA of $45 million (11% margin) disappointed at the low end of expectations. 1 The stock fell 11% on February 12 alone. 2

More troubling for investors: the legacy hotels and media business continues to deteriorate rapidly, with Q4 revenue down 15% year-over-year to $151 million. 3 Management blamed "structural traffic headwinds" from changing search dynamics and AI overviews—exactly the vulnerability Starboard highlighted.

Management's Defense

Tripadvisor responded cautiously, saying its board and management have held "numerous discussions" with Starboard and "welcome constructive input that furthers the common goal of enhancing value for all shareholders."

On the Q4 earnings call, CEO Goldberg emphasized the company's transformation into an "experiences-first" business:

"Tripadvisor Group is fundamentally different today than it was three years ago. Our focus and investment are now deliberately centered on a large and growing marketplace opportunity, particularly in experiences, rather than on constrained, SEO-dependent legacy offerings." 8

The experiences segment (Viator and Tripadvisor experiences) grew revenue 10% to $924 million in 2025 and now represents 49% of total revenue—up from 41% in 2022. 9 Management expects experiences to contribute over 50% of revenue and approximately 40% of adjusted EBITDA in 2026. 10

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What is Viator's gross booking value and how fast is it growing?Compare Tripadvisor's experiences segment margins to Booking Holdings' experiences businessShow me what CEO Goldberg said about AI partnerships on the latest earnings call

What's TheFork Worth?

TheFork may be the first asset to go. The European dining reservation platform generated $221 million in revenue in 2025, up 22% year-over-year, with dramatically improving profitability—adjusted EBITDA margin expanded 600 basis points to 9.2%. 1

Management acknowledged on the earnings call that TheFork "has more limited strategic synergies" with the experiences-first direction and represents "a uniquely valuable business with an attractive long-term growth profile, which may be underappreciated in our portfolio." 2

Starboard's presentation materials suggest TheFork could fetch 5x revenue, implying a valuation north of $1 billion—nearly equal to Tripadvisor's entire current market cap. After taxes, proceeds could fund "meaningful capital return to shareholders." 3

The AI Wild Card

Perhaps the most intriguing element of management's defense is its AI strategy. Goldberg revealed the company launched an "AI-native MVP" in Q4 that is "outperforming our prior on-site AI travel assistant across key customer engagement and conversion metrics." 4

More significantly, Tripadvisor has established partnerships with major AI platforms:

• Viator app in ChatGPT launched this week as a proof of concept 5
• Licensing arrangements driving "significant increases in traffic coming from LLMs, with higher revenue per visitor" 6
• Conversations about "doing something bigger" with a select AI partner 7

Management believes it can be the "trust layer" that helps travelers "close the confidence gap between planning and booking"—noting that while nearly half of travelers use AI to plan trips, less than 10% actually book through AI tools. 8

What to Watch

The proxy fight timeline means investors should watch for:

• Director nominations: Starboard must formally submit its slate during the upcoming nomination window
• TheFork process: Management committed to a strategic review, with potential sale announcements possible in coming months
• Annual meeting: The proxy battle will culminate at the 2026 shareholder meeting, likely in June

Morningstar analyst Dan Wasiolek said Monday's development "could accelerate action toward a sale of parts of Tripadvisor's business." With the stock trading at just 1.3x revenue and 7x adjusted EBITDA, the company may be more valuable sold in pieces than as a struggling public company.

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What activist campaigns has Starboard Value won in the past 5 years?Build a DCF model for Tripadvisor assuming TheFork is sold at 5x revenueShow me institutional ownership changes in Tripadvisor over the last 2 quarters

Related: Tripadvisor Company Profile