An activist investor has notified shareholders that it intends to pursue a major restructuring of Tripadvisor Inc's board, planning to nominate a majority of directors to the travel sites eight-person board, according to people familiar with the matter and a letter set to be released on Tuesday morning.
The investor, which disclosed a roughly 9% stake in Tripadvisor valued at about $160 million in mid-2025, has for some time urged the company to take steps to enhance shareholder value. Its proposals have included selling certain business units or exploring a full sale of the company as ways to unlock value for investors.
In addition to advocating for strategic disposals, the activist has called for improved profitability at Tripadvisors Viator unit as well as across the companys namesake brand. Those operational recommendations form part of the case it plans to present to other shareholders as it pursues control of the board.
The planned push comes in the wake of Tripadvisor reporting weaker-than-expected fourth-quarter earnings roughly a week earlier, a performance shortfall that the activist cited in public commentary as evidence that changes are needed to lift the company's share price.
According to the investor's disclosures, its 9% position represents a sizable holding in Tripadvisor and underpins the scale of the governance campaign now being launched. The investor will make its formal case in the letter scheduled for distribution on Tuesday morning and intends to nominate candidates sufficient to gain majority control of the eight-member board.
Market participants will be watching both the content of the letter and Tripadvisors response closely, as the outcome could steer decisions on asset sales, profitability initiatives at key business lines such as Viator, and broader management and board strategy. The activist has previously communicated similar demands for portfolio rationalization and stronger profit performance.
Context and implications
- The activist's disclosed mid-2025 stake is roughly 9%, valued at about $160 million.
- The investor plans to nominate a majority on Tripadvisor's eight-person board and will issue a letter on Tuesday morning detailing its case.
- The campaign follows Tripadvisor's weaker-than-expected fourth-quarter earnings reported about a week earlier and focuses on boosting profitability at Viator and the Tripadvisor brand, and on potential asset sales or a full sale of the company.