TRIP

The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes included in this Quarterly Report, and the consolidated financial statements and accompanying notes, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2025 Annual Report. This Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the views of our management regarding current expectations and projections about future events and are based on currently available information. Forward-looking statements include, but are not limited to, statements regarding the pending sale of our TheFork business to American Express, including expected timing, net proceeds, potential uses of proceeds, and anticipated transaction benefits Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, but not limited to, those discussed in our 2025 Annual Report, Part I, Item 1A, “Risk Factors,” as well as those discussed elsewhere in this Quarterly Report. Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations. Accordingly, readers should not place undue reliance on these forward-looking statements. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans,” “projects,” “will,” “would,” “could,” and “believes,” among others, generally identify forward-looking statements; however, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. We are not under any obligation to, and do not intend to, publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Please carefully review and consider the various disclosures made in this report and in our other reports filed with the SEC that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations. Overview The Tripadvisor group (the “Group”) is a portfolio of global online platforms purpose-built to connect travelers with experiences, accommodations, restaurants and other relevant travel destination points of interest (“POIs”). Our mission is to be the world's most trusted source for travel and experiences. We offer travelers the ability to search, discover, book, and review experiences, hotels, and restaurants seamlessly through our two-sided marketplaces across three primary consumer-facing brands: Viator, Tripadvisor, and TheFork. Tripadvisor also plays a unique role in broader travel planning and guidance, offering authentic traveler-submitted reviews and content, travel planning tools and related technology to instill confidence for travelers in every part of their travel journey. The Company's strategy is focused on growing and scaling its Experiences marketplace, which we believe represents an attractive long-term value creation opportunity, while optimizing its legacy offerings within the Hotels and Other segment for profitability. As part of its Experiences focused strategy, on June 14, 2026, the Company entered into a put option agreement for the sale of TheFork, as further discussed in the section below titled “Pending Sale of TheFork.” The Experiences segment includes both Viator and Tripadvisor points-of-sale. Viator is a pure-play experiences online travel agency (“OTA”), offering an online global marketplace focused on merchandising bookable experiences to travelers that typically have relatively higher purchase intent either pre-destination or in-destination. Tripadvisor is an online global travel guidance platform that also merchandises experiences to its audience, which more commonly serves travelers in the discovery and planning phases. The Hotels and Other segment primarily consists of the Tripadvisor hotel and restaurant guidance platform, which includes hotel metasearch, and related advertising offerings primarily for hotels and restaurants. The Group’s globally recognized brands and extensive user-generated content (“UGC”) support traveler search, discovery, and planning, which in-turn generates high-intent demand for its experiences and dining marketplace offerings as well as for commercial partners in the hotels category and advertising opportunities for endemic and non-endemic advertisers. In turn, clickstream and behavioral data reflecting traveler intent, transactional data from its experiences and dining marketplaces, UGC, and structured and unstructured data related to millions of POIs attractions, and destinations enhance the customer experience through product enhancements and personalization, reinforcing the discovery and engagement loop over time. In addition, the breadth, depth, and scale of first party data is uniquely valuable in the Company’s pursuit to innovate in the application of artificial intelligence (“AI”) for travel and experiences discovery, planning, and booking. 27 Trends The online travel industry in which we operate is large, highly dynamic and competitive. Below, we describe current trends affecting our overall business and segments, including opportunities, but also uncertainties that may impact our ability to execute on our objectives and strategies. Our Experiences business is a two-sided online marketplace, which has exhibited consistent revenue growth and improving profitability, prior to the macro-environment headwinds during the first half of 2026, as discussed below. The Company’s total revenue and adjusted EBITDA continue to shift more towards Experiences, as shown in our segment financial information. As of the year ended December 31, 2025, the Experiences segment represented approximately 55% of the Company’s total revenue from continuing operations and 30% of our adjusted EBITDA from continuing operations. As the Company continues to execute on its growth strategies and invest in Experiences, we expect to see our media-based and click-based advertising offerings become a smaller share of our overall revenue and profit mix. Our highest strategic priority is to extend our position as a leader in the experiences category. The global experiences market is large, growing, highly fragmented, and under penetrated, with the vast majority of bookings still occurring through traditional offline sources. We expect to benefit from ongoing market tailwinds as consumers increasingly book experiences online and consumer behavior continues to allocate more discretionary spending to travel and experiences and away from physical goods. These trends present attractive growth opportunities for our business, as well as to many competitors. Given the competitive positioning of our businesses relative to the attractive growth prospects in the experiences category, we expect to continue to invest in this category across Tripadvisor Group to continue growing revenue, operating scale, and market share for the long-term. In our Hotels and Other segment, we generate a significant amount of direct traffic from search engines, including Google, through search engine optimization (“SEO”) performance. We believe our SEO traffic acquisition performance has been negatively impacted by search engines changing their search result placement and underlying algorithms to increase the prominence of their own products in search results across our business. We believe that our Hotels and Other segment will continue to be impacted by these challenges and others, including AI overviews displacing top ranked links, reduced click-through rates and a shift towards platform based non-traditional search. Recent Developments Pending Sale of TheFork On June 14, 2026, the Company entered into a put option agreement (the “Put Option Agreement”) with American Express Travel Related Services Company, Inc. (“American Express Travel”) to sell TheFork, its online restaurant reservation and management platform in Europe, for $700.0 million in cash, subject to certain adjustments. On August 1, 2026, following the completion of the required consultation process with the relevant French Works Council on July 30, 2026, the Company exercised the put option. On August 2, 2026, the Company entered into an Equity Purchase Agreement with American Express Travel to sell TheFork. The sale of TheFork is currently expected to be completed by the end of 2026, subject to customary closing conditions, including required regulatory approvals. Upon execution of the Put Option Agreement, the assets and liabilities of the TheFork business met the accounting requirements to be classified as held for sale. In addition, the accounting requirements for reporting the TheFork business as a discontinued operation were also satisfied as the transaction constitutes a strategic shift that will have a major effect on the Company's operations and financial results. Unless otherwise noted, all amounts, percentages, and any discussions below reflect only the results of operations and financial condition of our continuing operations. Furthermore, upon designation of TheFork business as a discontinued operation, the Company determined that TheFork is no longer a reportable segment. The Company will continue to own and operate the TheFork business until the closing of the transaction resulting in the sale of TheFork. The Company's continuing operations now consist of two reportable segments: (1) Experiences, and (2) Hotels and Other. All prior period segment disclosure information has been recast to conform to the current reporting structure. Refer to Note 3: “Discontinued Operations” and “Note 13: Segment Information” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information. Macro-Environment Headwinds During the first half of 2026, specifically beginning in late February and throughout March, the conflict in the Middle East, severe flooding in Hawaii and civil unrest in Mexico, two key destination markets, as well as weather-related events and travel conditions throughout May and June within Europe and the U.S., had an adverse impact on our Experiences business. Although Experiences showed growth across all reported measures through February, as a result of these macro-events, during the first half of 28 2026, we did observe a negative impact on booking volumes, gross booking value, and revenue, as well as an increase in cancellation rates across all points of sale in our Experiences segment. This negatively impacted our overall growth rates across our reported measures during the first half of 2026 in the Experiences segment. We also expect that heightened geopolitical tensions and conflicts, including evolving events in the Middle East, may continue to have an impact on the travel industry and, as a result, continue to impact our financial results in the second half of the year. Restructuring and Related Reorganization Actions During the fourth quarter of 2025, the Company approved and subsequently initiated a series of cost savings actions following a decision to realign its operating model across its Experiences and Hotels and Other segments to support the Company’s positioning as an experiences-led and AI-enabled company. As a result of these actions taken, the Company incurred pre-tax restructuring and other related reorganization costs of $3.9 million and $6.9 million during the three and six months ending June 30, 2026, which consisted of employee severance and related benefits, primarily in our Hotels and Other segment. These actions are expected to be substantially completed by the fourth quarter of 2026 and represent transformational initiatives of the Company's operating structure, which are not reflective of the Company's normal and recurring business operations. The multi-period nature of these actions generally reflects the operational challenges of executing a global workforce reduction across multiple jurisdictions, including compliance with local statutory requirements in certain international locations, and the timing of employee notifications and departures. Refer to “Note 6: Accrued Expenses and Other Current Liabilities” and “Note 13: Segment Information” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information related to these actions. During the fourth quarter of 2024, the Company approved and subsequently initiated a set of actions across its businesses in order to reduce its cost structure, improve operational efficiencies, and realign its workforce with its strategic initiatives. As a result of actions taken under this initiative, during first half of 2025, the Company incurred pre-tax restructuring and other related reorganization costs of $9.3 million, which consisted of employee severance and related benefits, primarily in our Hotel and Other segment. Repayment of 2026 Senior Notes and Expiration of Capped Calls On April 1, 2026, the Company repaid its 0.25% Convertible 2026 Senior Notes due 2026 (“2026 Senior Notes”), at maturity, for $345.4 million, consisting of the full outstanding principal and accrued interest, funded by cash on hand. In connection with the maturity and repayment of the 2026 Senior Notes on April 1, 2026, the Capped Calls also expired unexercised. Refer to “Note 7: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information. Employees As of June 30, 2026, the Company had approximately 2,465 employees, of which approximately 860 are employees of TheFork. Approximately 70%, 26%, and 4% of the Company’s current employees are based in Europe, the U.S., and the rest of world, respectively. Additionally, we use independent contractors to supplement our workforce. We believe we have good relationships with our employees and contractors, including relationships with employees represented by international works councils or other similar organizations. Seasonality Consumer travel expenditures have historically followed a seasonal pattern. Correspondingly, travel partner advertising investments, and therefore our revenue and operating profits, have also historically followed a seasonal pattern. Our financial performance tends to be highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, including travel experiences taken, and traveler accommodation stays, compared to the first and fourth quarters, which represent seasonal low points. In addition, during the first half of the year, experience bookings typically exceed the amount of completed experiences, resulting in higher cash flow related to working capital; while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative. Other factors may also impact typical seasonal fluctuations, such as significant shifts in our business mix, adverse economic conditions or economic uncertainty, public health-related events, as well as other factors. 29 Critical Accounting Policies and Estimates There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our “Critical Accounting Policies and Estimates” in Part II, Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2025 Annual Report. Significant Accounting Policies and New Accounting Pronouncements There have been no material changes to our significant accounting policies or new accounting pronouncements which required adoption had a significant impact on our unaudited condensed consolidated financial statements since December 31, 2025, as compared to those described under “Note 2: Significant Accounting Policies,” in the notes to the audited consolidated financial statements in Item 8 of our 2025 Annual Report. During the second quarter of 2026, we reclassified the results of TheFork segment as discontinued operations in our unaudited condensed consolidated statements of operations for all periods presented, as discussed above. Statements of Operations Selected Financial Data (in millions, except percentages) Three months ended June 30, % Change Six months ended June 30, % Change 2026 2025 2026 vs. 2025 2026 2025 2026 vs. 2025 Revenue $ 441.9 $ 476.0 (7 )% $ 767.7 $ 828.5 (7 )% Costs and expenses: Cost of sales 31.0 36.5 (15 )% 58.0 58.6 (1 )% Marketing 215.4 207.4 4 % 376.6 360.8 4 % Personnel (including stock-based compensation of $16.8, $26.2, $35.3 and $51.5, respectively) 99.2 125.5 (21 )% 204.7 248.0 (17 )% Technology 21.6 21.5 0 % 43.2 41.0 5 % General and administrative 14.5 9.5 53 % 25.7 23.5 9 % Depreciation and amortization 18.5 17.7 5 % 37.6 34.8 8 % Restructuring and other related reorganization costs 3.9 — n.m. 6.9 9.3 (26 )% Total costs and expenses: 404.1 418.1 (3 )% 752.7 776.0 (3 )% Operating income (loss) 37.8 57.9 (35 )% 15.0 52.5 (71 )% Other income (expense): Interest expense (15.0 ) (17.3 ) (13 %) (30.8 ) (29.1 ) 6 % Interest income 5.3 10.1 (48 )% 13.0 20.0 (35 )% Other income (expense), net — (5.8 ) n.m. 1.5 (9.1 ) n.m. Total other income (expense), net (9.7 ) (13.0 ) (25 )% (16.3 ) (18.2 ) (10 )% Income (loss) before income taxes 28.1 44.9 (37 )% (1.3 ) 34.3 n.m. (Provision) benefit for income taxes (5.3 ) (8.4 ) (37 )% (6.5 ) (0.6 ) 983 % Net income (loss) from continuing operations 22.8 36.5 (38 )% (7.8 ) 33.7 n.m. Net income (loss) from discontinued operations, net of tax (0.4 ) (0.5 ) (20 )% (2.2 ) (8.7 ) (75 )% Net income (loss) $ 22.4 $ 36.0 (38 )% $ (10.0 ) $ 25.0 n.m. Other Financial Data: Adjusted EBITDA from continuing operations (1) $ 76.4 $ 97.2 (21 )% $ 92.8 $ 143.5 (35 )% n.m. = not meaningful (1)Adjusted EBITDA from continuing operations is considered a non-GAAP measure as defined by the SEC. Please refer to the “Adjusted EBITDA” discussion below for more information, including tabular reconciliations to the most directly comparable GAAP financial measure. 30 Revenue and Segment Information Experiences Segment Three months ended June 30, % Change Six months ended June 30, % Change 2026 2025 2026 vs. 2025 2026 2025 2026 vs. 2025 (in millions) (in millions) Revenue $ 278.6 $ 270.5 3 % $ 446.5 $ 426.3 5 % Less: (1) Cost of sales 27.5 27.5 0 % 47.4 44.6 6 % Marketing 170.7 152.1 12 % 289.4 258.4 12 % Personnel (exclusive of stock-based compensation) 37.1 40.2 (8 )% 74.1 76.1 (3 )% Technology 7.9 8.1 (2 )% 15.7 14.9 5 % General and administrative 4.6 4.8 (4 )% 8.7 8.9 (2 )% Total Adjusted EBITDA $ 30.8 $ 37.8 (19 )% $ 11.2 $ 23.4 (52 )% Adjusted EBITDA Margin by Segment (2) 11.1 % 14.0 % 2.5 % 5.5 % (1)Refer to “Note 13: Segment Information” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for expense information needed in order to reconcile to the total operating expense captions on the unaudited condensed consolidated statements of operations. (2)“Adjusted EBITDA Margin by Segment” is defined as Adjusted EBITDA by segment divided by revenue by segment. Key Operating Metrics We use the operating metrics described below to assist us in measuring our operations performance, identifying trends, formulating projections and making strategic decisions for the Experiences segment. We are not aware of any uniform standards for calculating these metrics, which may hinder comparability with other companies that may calculate similarly titled metrics in a different way. Management believes it is useful to monitor these metrics together and not individually as it does not make business decisions based upon any single metric. We regularly review our processes and may adjust how we calculate these metrics to improve their accuracy. We make these key metrics available to investors because we believe they are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making, and because they may be used by investors to help analyze the health of our business. None of these metrics should be considered as an alternative to any measure of financial performance calculated in accordance with GAAP. Number of Experience Bookings We define an experience booking as a single tour, activity, or attraction that can be purchased through Viator's platform for one or several travelers, prior to adjustments such as date changes, refunds, or cancellations. This metric is reported at the time the booking is made. As an example, a single experience booked in January for three travelers would be reported as one experience booking in the first quarter. We believe that the number of experience bookings, an operational measure, is a useful indicator of the scale of our marketplace. The number of experiences booked were approximately 6.5 million and 12.1 million during the three and six months ended June 30, 2026, respectively, an increase of approximately 5% and 7%, respectively, when compared to the same periods in 2025, primarily driven through growth on Viator and third-party points of sale, partially offset by SEO-related headwinds in the Tripadvisor point of sale. Gross Booking Value (“GBV”) GBV represents the total dollar value of experience bookings in a given period prior to any adjustments such as date changes, refunds or cancellations. GBV is an operational measure that provides an indication of total engagement and economic activity driven by our platform in a given period by all marketplace constituents (travelers, experiences operators, and partners). Management uses GBV for operational decision-making purposes to monitor the growth, scale, and reach of its online marketplace as well as assess the 31 health of its global ecosystem. Accordingly, management does not consider GBV to be an indicator of revenue or any other financial statement measure. GBV reached $1.4 billion and $2.6 billion during the three and six months ended June 30, 2026, respectively, an increase of approximately 3% and 7%, respectively, when compared to the same periods in 2025, primarily due to growth in the number of experience bookings as discussed above. These were partially offset by SEO -headwinds and the macro-related factors noted above, which negatively impacted bookings growth, and lower average bookings values across Viator and Tripadvisor points of sale when compared to the same periods in 2025. Revenue and Adjusted EBITDA Experiences segment revenue increased by $8.1 million and $20.2 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, primarily driven by GBV growth, as discussed above. These increases were partially offset by the macro-related factors noted above, that negatively impacted bookings growth and increased cancellation rates during the first half of 2026. Adjusted EBITDA in our Experiences segment decreased by $7.0 million and $12.2 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, and adjusted EBITDA margin decreased by 2.9 percentage points and 3.0 percentage points during three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. The decrease in adjusted EBITDA was primarily due to an increase in paid marketing costs, partially offset by an increase in revenue growth, as discussed above. The decline in adjusted EBITDA margin during the three and six months ended June 30, 2026 when compared to the same periods in 2025 was primarily due to an increase in marketing costs, partially offset by lower personnel costs as a percentage of revenue. Hotels and Other Segment Three months ended June 30, % Change Six months ended June 30, % Change 2026 2025 2026 vs. 2025 2026 2025 2026 vs. 2025 (in millions) (in millions) Revenue $ 163.3 $ 205.5 (21 )% $ 321.2 $ 402.2 (20 )% Less: (1) Cost of sales 5.5 9.0 (39 )% 12.6 14.0 (10 )% Marketing 44.7 55.3 (19 )% 87.2 102.4 (15 )% Personnel (exclusive of stock-based compensation) 45.3 59.1 (23 )% 95.3 120.4 (21 )% Technology 13.7 13.4 2 % 27.5 26.1 5 % General and administrative 8.5 9.3 (9 )% 17.0 19.2 (11 )% Total Adjusted EBITDA $ 45.6 $ 59.4 (23 )% $ 81.6 $ 120.1 (32 )% Adjusted EBITDA Margin by Segment (2) 27.9 % 28.9 % 25.4 % 29.9 % (1)Refer to “Note 13: Segment Information” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for expense information needed in order to reconcile to the total operating expense captions on the unaudited condensed consolidated statements of operations. (2)“Adjusted EBITDA Margin by Segment” is defined as Adjusted EBITDA by segment divided by revenue by segment. Hotels and Other segment revenue decreased by $42.2 million and $81.0 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, driven by declines across all revenue streams primarily from free marketing channels, particularly SEO, as discussed further below. Adjusted EBITDA in our Hotels and Other segment decreased by $13.8 million and $38.5 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, while adjusted EBITDA margin decreased 1.0 percentage point and 4.5 percentage points during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. The decrease in adjusted EBITDA was primarily due to a decrease in revenue, as noted above, partially offset by a decrease in the segment's operating expenses of $28.4 million and $42.5 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. This decrease was primarily related to a decrease in personnel costs due to a reduction in headcount related to cost reduction measures taken during the fourth quarter of 2025, and to a lesser extent, a decrease in marketing expenses as we continue to optimize for profitability. The decline in adjusted EBITDA margin during the three and six months ended June 30, 2026 when compared to the same periods in 2025, was primarily due to an increase in marketing costs 32 as a percentage of revenue due to declines in free marketing channels, particularly SEO, and the resulting shift from free to paid marketing channels, as well as technology costs as a percent of revenue. The following is a detailed discussion of the revenue sources within our Hotels and Other segment: Three months ended June 30, % Change Six months ended June 30, % Change 2026 2025 2026 vs. 2025 2026 2025 2026 vs. 2025 ($ in millions) ($ in millions) Hotels and Other: Hotels $ 117.9 $ 152.3 (23 %) $ 232.3 $ 300.3 (23 %) % of Hotels and Other revenue* 72 % 74 % 72 % 75 % Media and advertising 31.2 35.5 (12 %) 59.2 66.2 (11 %) % of Hotels and Other revenue* 19 % 17 % 18 % 16 % Other 14.2 17.7 (20 %) 29.7 35.7 (17 %) % of Hotels and Other revenue* 9 % 9 % 9 % 9 % Total Hotels and Other Revenue $ 163.3 $ 205.5 (21 %) $ 321.2 $ 402.2 (20 %) *Percentages may not total to 100% due to rounding. Hotels Revenue Hotels revenue decreased by $34.4 million and $68.0 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, primarily due to a decrease in hotel metasearch revenue. These decreases were driven primarily by a decline in revenue from free marketing channels, and to a lesser extent, paid marketing channels, resulting in lower click volumes, which more than offset an increase in pricing as measured in cost-per-click rates (“CPCs”) in our hotel metasearch offering. Growth in CPCs was due in part to certain product changes made that improved qualified referrals to our partners and, as a result, increased CPCs, across all geographies. Media and Advertising Revenue Media and advertising revenue primarily consists of revenue from display-based advertising (or “media advertising”) across our Tripadvisor Group platform and decreased $4.3 million and $7.0 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. These decreases were primarily driven by declines in traditional display and programmatic advertising (together sometimes referred to as “on platform” advertising) that correlates closely with overall traffic volume. Other Revenue Other revenue includes click-based advertising and display-based advertising revenue from our cruise, as well as, Tripadvisor dining revenue. At the start of 2026, the Company no longer offers travelers access to vacation rentals, flights and rental cars offerings on its platform. Tripadvisor dining revenue includes affiliate marketing commissions earned primarily from restaurant reservation bookings on Tripadvisor-branded websites and mobile apps, fulfilled by TheFork, in addition to revenue earned from Hotels and Other’s own business-to-business (“B2B”) restaurant offerings. Other revenue decreased $3.5 million and $6.0 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, primarily due to Tripadvisor dining revenue as we shift our strategic focus and simplify the management of our Hotels and Other segment, and to a lesser extent, the Company no longer offering vacation rentals, flights and rental cars offerings on our platform, as noted above. 33 Expenses Cost of Sales Cost of sales consists of expenses that are directly related or closely correlated to revenue generation, including direct costs, such as credit card and other booking transaction payment fees, media production costs, ad serving fees, and other revenue generating costs. In addition, cost of sales includes operating costs such as bad debt expense and non-income taxes, including sales, use, digital services, and other non-income related taxes. Three months ended June 30, % Change Six months ended June 30, % Change 2026 2025 2026 vs. 2025 2026 2025 2026 vs. 2025 ($ in millions) ($ in millions) Cost of sales $ 31.0 $ 36.5 (15 %) $ 58.0 $ 58.6 (1 %) % of revenue 7.0 % 7.7 % 7.6 % 7.1 % Cost of sales decreased $5.5 million during the three months ended June 30, 2026 when compared to the same period in 2025, primarily due to a decrease in digital services taxes, resulting from the repeal of enacted tax legislation in Canada during 2026 related to digital service taxes, which includes a refund of $2.0 million realized during the second quarter of 2026, as well as, a decrease in bad debt expense, media production costs and other transactional costs related to generating revenue in Hotels and Other. This decrease was partially offset by an increase in credit card payment processing fees as a result of revenue growth in Experiences. Cost of sales decreased $0.6 million during the six months ended June 30, 2026 when compared to the same period in 2025, primarily due a decrease in digital services taxes, as discussed above, partially offset by an increase in credit card payment processing fees as a result of revenue growth in Experiences. Marketing Marketing expenses (or advertising costs) consist of direct costs, including traffic generation costs from paid online traffic acquisition costs (including SEM and other online traffic acquisition costs), syndication costs and affiliate marketing commissions, social media costs, brand advertising (including connected television, traditional television and other offline advertising), promotions and public relations. Three months ended June 30, % Change Six months ended June 30, % Change 2026 2025 2026 vs. 2025 2026 2025 2026 vs. 2025 ($ in millions) ($ in millions) Marketing - Experiences $ 170.7 $ 152.1 12 % $ 289.4 $ 258.4 12 % Marketing - Hotels and Other 44.7 55.3 (19 %) 87.2 102.4 (15 %) Total Marketing $ 215.4 $ 207.4 4 % $ 376.6 $ 360.8 4 % % of revenue 48.7 % 43.6 % 49.1 % 43.5 % Marketing costs increased $8.0 million and $15.8 million during the three and six months ended June 30, 2026 when compared to the same periods in 2025, primarily driven by an increase in marketing costs in Experiences, in order to drive revenue growth and increase market share, partially offset by a decrease in marketing costs in Hotels and Other as we continue to optimize for profitability. Personnel Personnel expenses consist primarily of salaries, payroll taxes, bonuses, employee health and other benefits, and stock-based compensation. In addition, personnel expenses include costs associated with contingent staff, bonuses and commissions for sales, sales support, customer support and marketing employees. Three months ended June 30, % Change Six months ended June 30, % Change 2026 2025 2026 vs. 2025 2026 2025 2026 vs. 2025 ($ in millions) ($ in millions) Personnel (exclusive of stock-based compensation) $ 82.4 $ 99.3 (17 %) $ 169.4 $ 196.5 (14 %) Stock-based compensation 16.8 26.2 (36 %) 35.3 51.5 (31 %) Total Personnel $ 99.2 $ 125.5 (21 %) $ 204.7 $ 248.0 (17 %) % of revenue 22.4 % 26.4 % 26.7 % 29.9 % Personnel costs, including stock-based compensation, decreased $26.3 million and $43.3 million during the three and six months ended June 30, 2026 when compared to the same periods in 2025, primarily driven by a reduction in headcount related to 34 cost-reduction measures initiated in Hotels and Other during 2026 and 2025, and lower annual stock-based grant value awarded to employees during 2026. Technology Technology expenses consist primarily of licensing, data center costs including cloud-based solutions, maintenance, computer supplies, telecom, and content translation and localization costs. Three months ended June 30, % Change Six months ended June 30, % Change 2026 2025 2026 vs. 2025 2026 2025 2026 vs. 2025 ($ in millions) ($ in millions) Technology $ 21.6 $ 21.5 0 % $ 43.2 $ 41.0 5 % % of revenue 4.9 % 4.5 % 5.6 % 4.9 % Technology and content costs increased $0.1 million and $2.2 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. The increase in technology and content costs during the six month months ended June 30, 2026, when compared to the same period in 2025, was primarily due to increased licensing fees and data center costs. General and Administrative General and administrative expenses consist primarily of professional service fees and other fees including audit, legal, tax and accounting, and other operating costs including real estate and office expenses, and non-compensation related personnel expenses such as travel, relocation, recruiting, and training expenses. Three months ended June 30, % Change Six months ended June 30, % Change 2026 2025 2026 vs. 2025 2026 2025 2026 vs. 2025 ($ in millions) ($ in millions) General and administrative $ 14.5 $ 9.5 53 % $ 25.7 $ 23.5 9 % % of revenue 3.3 % 2.0 % 3.3 % 2.8 % General and administrative costs increased $5.0 million during the three months ended June 30, 2026 when compared to the same period in 2025, primarily due to a decrease of $4.6 million related to the decrease of a previously estimated accrual regarding a potential settlement of a regulatory related matter during the second quarter of 2025, which did not reoccur during 2026. General and administrative costs increased $2.2 million during the six months ended June 30, 2026, respectively, when compared to the same period in 2025, primarily due to $3.3 million of shareholder activism costs during the first quarter of 2026, and a decrease of $4.6 million related to the decrease of a previously estimated accrual during the second quarter of 2025, as noted above. These headwinds were partially offset by a recovery of $4.8 million during the first quarter of 2026, related to an external fraud incident which occurred during the fourth quarter of 2022, and to a lesser extent, an increase of sublease income related to office space. As discussed above, the results of TheFork business has been reclassified to discontinued operations for all periods presented. Stranded costs, which are certain shared costs, primarily personnel costs, previously allocated to the TheFork reportable segment that do not qualify for discontinued operations accounting classification and are reported within continuing operations for all periods presented. These costs included in general and administrative expenses totaled $1.0 million and $2.2 million for the three and six months ended June 30, 2026, respectively, and $1.0 million and $1.8 million for the three and six months ended June 30, 2025, respectively. Depreciation and Amortization Depreciation expense consists of depreciation on computer equipment, leasehold improvements, furniture, office equipment and other assets, and amortization of capitalized website development costs and right-of-use assets related to our finance lease. Amortization consists of the amortization of definite-lived intangibles purchased in business acquisitions. 35 Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 ($ in millions) ($ in millions) Depreciation $ 18.2 $ 17.1 $ 36.9 $ 33.5 Amortization of intangible assets 0.3 0.6 0.7 1.3 Total depreciation and amortization $ 18.5 $ 17.7 $ 37.6 $ 34.8 % of revenue 4.2 % 3.7 % 4.9 % 4.2 % Depreciation and amortization increased $0.8 million and $2.8 million during both the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, primarily due to increased depreciation related to previous capital investments in internal website development, and to a lesser extent, an increase in capital investments primarily in technology and office space across the business, partially offset by the completion of amortization related to intangible assets purchased in business acquisitions from previous years. Restructuring and other related reorganization costs Restructuring and other related reorganization costs consist primarily of employee severance and related benefits and other related reorganization costs. Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 (in millions) (in millions) Restructuring and other related reorganization costs $ 3.9 $ — $ 6.9 $ 9.3 The Company incurred pre-tax restructuring and other related reorganization costs of $3.9 million and $6.9 million during the three and six months ended June 30, 2026, as discussed above. Refer to “Note 6: Accrued Expenses and Other Current Liabilities” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for more information regarding restructuring and other related reorganization costs. Interest Expense Interest expense primarily consists of interest incurred, commitment fees, and debt issuance cost amortization related to the Credit Facility, the Term Loan B Facility, the 2026 Senior Notes, as well as imputed interest on finance leases. Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 (in millions) (in millions) Interest expense $ (15.0 ) $ (17.3 ) $ (30.8 ) $ (29.1 ) Interest expense decreased $2.3 million during the three months ended June 30, 2026 when compared to the same period in 2025, primarily due to a decrease in interest rates. Interest expense increased $1.7 million during the six months ended June 30, 2026 when compared to the same period in 2025, primarily due to the issuance of our Tack-On Incremental Term Loan B Facility in March 2025, which incrementally increased our ongoing financing costs, partially offset by a decrease in interest rates when compared to the same period in 2025. The majority of interest expense reported for all periods presented was related to the Term Loan B Facility. Refer to “Note 7: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information. Interest Income Interest income primarily consists of interest earned from available on demand bank deposits, time deposits, money market funds, and marketable securities, including amortization of discounts and premiums on our marketable securities. Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 (in millions) (in millions) Interest income $ 5.3 $ 10.1 $ 13.0 $ 20.0 Interest income decreased $4.8 million and $7.0 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, primarily due to a decrease in interest rates received on demand bank deposits, time 36 deposits, and money market funds, as well as a decrease in cash invested during the second quarter of 2026 as a result of the repayment of the 2026 Senior Notes on April 1, 2026. Refer to “Note 7: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information. Other Income (Expense), Net Other income (expense), net generally consists of net foreign exchange gains and losses, forward contract gains and losses, earnings/(losses) from equity method investments, gain/(loss) and impairments on non-marketable investments, gain/(loss) on sale/disposal of businesses, and other assets, gain/(loss) on extinguishments of debt, and other non-operating income (expenses). Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 (in millions) (in millions) Other income (expense), net $ — $ (5.8 ) $ 1.5 $ (9.1 ) Other income, net, increased $5.8 million and $10.6 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, primarily due to net foreign exchange gains incurred as a result of foreign currency movements during the periods. (Provision) Benefit for Income Taxes Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 ($ in millions) ($ in millions) (Provision) benefit for income taxes $ (5.3 ) $ (8.4 ) $ (6.5 ) $ (0.6 ) Effective tax rate 18.9 % 18.7 % (500.0 %) 1.7 % Our effective tax rate for the three and six months ended June 30, 2026 differs from the U.S. federal statutory rate of 21%, primarily due to the benefit of foreign-derived deduction eligible income and the tax effects of stock-based compensation. Our effective tax rate for the six months ended June 30, 2026 is negative 500%, primarily due to a pretax book loss for continuing operations during the six months ended June 30, 2026, and a provision for income tax that largely includes shortfalls from stock based compensation recognized in full in the quarter the shortfall occurs. The change in our income tax provision during the three months ended June 30, 2026, when compared to the same period in 2025, was primarily due to a decrease in pretax income. The change in our income tax provision during the six months ended June 30, 2026, when compared to the same period in 2025, was primarily due to a discrete tax benefit of $11.4 million recorded during the first quarter of 2025 to release income tax reserves as a result of the U.S. federal statute of limitation of assessment expiring on tax years 2014, 2015, and 2016. Refer to “Note 8: Income Taxes” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information. Net income (loss) from continuing operations Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 ($ in millions) ($ in millions) Net income (loss) from continuing operations $ 22.8 $ 36.5 $ (7.8 ) $ 33.7 Net income (loss) margin from continuing operations 5.2 % 7.7 % (1.0 %) 4.1 % Net income from continuing operations decreased by $13.7 million during the three months ended June 30, 2026 when compared to the same period in 2025, primarily driven by a decrease in revenue, as described in more detail above under “Revenue and Segment Information” and, to a lesser extent, an increase in marketing costs, and pre-tax restructuring and other related reorganization costs of $3.9 million during the second quarter of 2026. These declines were partially offset by a decrease in personnel costs and, to a lesser extent, cost of sales, all of which is described in more detail above under “Expenses.” Net income decreased by $41.5 million during the six months ended June 30, 2026 when compared to the same period in 2025, primarily driven by a decrease in revenue, as described in more detail above under “Revenue and Segment Information”, as well as, an 37 increase in marketing costs. These declines were partially offset by a decrease in personnel costs, as described in more detail above under “Expenses.” Net income (loss) from discontinued operations, net of tax Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 ($ in millions) ($ in millions) Net income (loss) from discontinued operations, net of tax $ (0.4 ) $ (0.5 ) $ (2.2 ) $ (8.7 ) Net income (loss) margin from discontinued operations, net of tax (0.7 %) (0.9 %) (1.9 %) (8.6 %) Net loss from discontinued operations, net of tax improved by $0.1 million and $6.5 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. These improvements were primarily driven by an increase in revenue of $7.0 million and $17.9 million during the three and six months ended June 30, 2026 when compared to the same periods in 2025, respectively, due to booking volume growth largely in TheFork's branded channel, in addition to increased adoption of its premium online reservation booking software offering, and third-party partnership revenue. These improvements in revenue were partially offset by an increase in total costs and expenses of $3.8 million, primarily related to an increase in brand marketing costs, and an increase of $7.1 million, primarily due to an increase in personnel costs due to increased headcount to support business growth, during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. In addition, an increase in provision for income taxes of $2.3 million and $3.4 million during the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025, negatively impacted net income (loss) from discontinued operations, net of tax. Net income (loss) Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 ($ in millions) ($ in millions) Net income (loss) $ 22.4 $ 36.0 $ (10.0 ) $ 25.0 Net income (loss) margin 4.5 % 6.8 % (1.1 %) 2.7 % Net income decreased by $13.6 million and $35.0 million during the three and six months ended June 30, 2026 when compared to the same periods in 2025. These decreases were driven by the factors discussed above in “Net income (loss) from continuing operations” and “Net income (loss) from discontinued operations, net of tax”. Adjusted EBITDA To provide investors with additional information regarding our financial results, we also disclose consolidated Adjusted EBITDA, which is a non-GAAP financial measure. A “non-GAAP financial measure” refers to a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in such company’s financial statements. Adjusted EBITDA is also our reported measure of segment profit and a key measure used by our CODM, management and Board of Directors to understand and evaluate the operating performance of our business as a whole and our individual operating segments, and on which internal budgets and forecasts are based and approved. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons and better enables management and investors to compare financial results between periods as these costs may vary independent of ongoing core business performance. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our CODM, management and Board of Directors. We define Adjusted EBITDA as net income (loss) from continuing operations plus: (1) provision (benefit) for income taxes; (2) other expense (income), net; (3) depreciation and amortization; (4) stock-based compensation; (5) goodwill, long-lived asset, and intangible assets impairments; (6) legal reserves, settlements and other (including indirect tax reserves related to audit settlements and the impact of one-time changes resulting from enacted indirect tax legislation); (7) restructuring and other related reorganization costs; (8) transaction related expenses 38 (including non-operational costs related to significant shareholder activism, which includes third-party advisory, legal, and other professional fees); and (9) non-recurring expenses and income unusual in nature or infrequently occurring. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results reported in accordance with GAAP. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss) from continuing operations and our other GAAP results. Some of these limitations are: •Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; •Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; •Adjusted EBITDA does not reflect the interest expense, or cash requirements necessary to service interest or principal payments on our debt; •Adjusted EBITDA does not consider the potentially dilutive impact of stock-based compensation; •although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; •Adjusted EBITDA does not reflect certain income and expenses not directly tied to the ongoing core operations of our business, such as legal reserves, settlements and other, restructuring and other related reorganization costs, and transaction related expenses; •Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; •Adjusted EBITDA is unaudited and does not conform to SEC Regulation S-X, and as a result such information may be presented differently in our future filings with the SEC; and •other companies, including companies in our own industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. These limitations apply also to Adjusted EBITDA Margin. The following table presents a reconciliation of Adjusted EBITDA to Net income (loss) from continuing operations, the most directly comparable financial measure calculated and presented in accordance with GAAP, for the periods presented: Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 (in millions) Net income (loss) from continuing operations $ 22.8 $ 36.5 $ (7.8 ) $ 33.7 Add: Provision (benefit) for income taxes 5.3 8.4 6.5 0.6 Add: Other expense (income), net 9.7 13.0 16.3 18.2 Add: Restructuring and other related reorganization costs 3.9 — 6.9 9.3 Add: Legal reserves, settlements and other (1) (0.9 ) (4.6 ) (0.7 ) (4.6 ) Add: Transaction related expenses (2) 0.3 — 3.5 — Add: Non-recurring expenses (income) (3) — — (4.8 ) — Add: Stock-based compensation 16.8 26.2 35.3 51.5 Add: Depreciation and amortization 18.5 17.7 37.6 34.8 Adjusted EBITDA $ 76.4 $ 97.2 $ 92.8 $ 143.5 (1)During the second quarter of 2026, the Company realized a refund of $2.0 million, resulting from the repeal of enacted tax legislation in Canada during 2026 related to digital service taxes, reflected in cost of sales on our unaudited condensed consolidated statement of operations. In addition, during the second quarter of 2026, the Company recorded a legal contingency accrual of $1.1 million, reflected in general and administrative expenses on our unaudited condensed consolidated statement of operations. During the second quarter of 2025, the Company recorded a decrease of $4.6 million to a previously estimated accrual for the settlement of a regulatory related matter, reflected in general and administrative expenses on our unaudited condensed consolidated statement of operations. (2)The Company expensed certain costs related to shareholder activism of $3.3 million, and other transaction related costs of $0.2 million, reflected in general and administrative expenses on our unaudited condensed consolidated statements of operations. (3)Represents a recovery of $4.8 million related to an external fraud incident, which occurred during the fourth quarter of 2022. The Company reduced Adjusted EBITDA by this recovery amount during the first quarter of 2026, which was recorded to general and administrative expenses on the unaudited condensed consolidated statement of operations. The Company considers such recovery to be non-recurring in nature. 39 Stock-Based Compensation Refer to “Note 10: Stock-Based Awards” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information on current year equity award activity, including the issuance of approximately 4.5 million service-based RSUs with a weighted average grant-date fair value of $10.33 and approximately 0.8 million PSUs with a weighted average grant-date fair value of $10.14 during the six months ended June 30, 2026. Liquidity and Capital Resources Our principal source of liquidity is cash flow generated from operations and our existing cash and cash equivalents balance. Our liquidity needs can also be met through drawdowns under the Credit Facility. As of June 30, 2026 and December 31, 2025, we had $843.2 million and $978.0 million, respectively, of cash and cash equivalents, and $496.4 million of available borrowing capacity under the Credit Facility. As of June 30, 2026, approximately $221.8 million of our cash and cash equivalents were held by our international subsidiaries outside of the U.S., of which nearly 31% was located in the U.K. As of June 30, 2026, the significant majority of our cash was denominated in U.S. dollars. As of June 30, 2026, we are party to a credit agreement (“Amended Credit Agreement”), which, among other things, provides for a $500.0 million revolving credit facility (“Credit Facility”) with a maturity date of June 29, 2028. As of June 30, 2026 and December 31, 2025, we had no outstanding borrowings under the Credit Facility and $3.6 million of issued undrawn standby letters of credit. The Company may borrow from the Credit Facility in U.S. dollars, Euros and Sterling. For information regarding interest rates on potential borrowings under the Credit Facility refer to “Note 7: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report. The Credit Facility, among other things, requires us to maintain a maximum total net leverage ratio and contains certain customary affirmative and negative covenants and events of default, including for a change of control. As of June 30, 2026 and December 31, 2025, we were in compliance with our covenant requirements in effect under the Credit Facility. While there can be no assurance that we will be able to meet the total net leverage ratio covenant in the future, based on our current projections, we do not believe there is a material risk that we will not remain in compliance throughout the next twelve months. As of June 30, 2026, the Company had an aggregate outstanding principal amount of $8.5 million and $827.5 million in short-term and long-term debt, respectively, on our unaudited condensed consolidated balance sheet pertaining to the Term Loan B Facility, which is discussed below. On April 1, 2026, the Company repaid in full the outstanding 2026 Senior Notes, at maturity, for $345.4 million, consisting of principal and accrued interest, funded by cash on hand. Refer to “Note 7: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information. The Company also maintains the Term Loan B Facility with an aggregate principal amount remaining of $836.0 million, maturing on July 8, 2031, with an interest rate based on secured overnight financing rate (“SOFR”) plus 2.75%, payable monthly. As of June 30, 2026 and 2025, the interest rate on the Term Loan B Facility was 6.39% and 7.08%, respectively. The Term Loan B Facility is required to be paid down at 1.00% of the aggregate principal amount per year, repayable in quarterly installments on the last day of each calendar quarter, equal to 0.25% of the principal amount with the balance due on the maturity date. Principal payments of $4.3 million were made during both the six months ended June 30, 2026 and 2025. The Term Loan B Facility has no financial covenants. We may from time to time repurchase the Term Loan B Facility through tender offers, open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. For further information on the Amended Credit Agreement, the Credit Facility, the Term Loan B Facility, and 2026 Senior Notes, refer to “Note 7: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report. Significant uses of capital and other liquidity matters On September 7, 2023, our Board of Directors authorized the repurchase of $250.0 million in shares of our common stock under a share repurchase program. This share repurchase program does not have a fixed expiration date or obligate the Company to acquire any particular number of shares and may be modified, suspended or discontinued at any time. During the three and six months ended June 30, 2026, the Company did not repurchase any shares of outstanding common stock under the share repurchase program. As of June 30, 2026, we had $110.0 million remaining available to repurchase shares of our common stock under this share repurchase 40 program. During the three and six months ended June 30, 2025, we repurchased approximately 2.8 million shares of our outstanding common stock at an average price of $14.22 per share, exclusive of fees and commissions, or $40.0 million in the aggregate. Our business typically experiences seasonal fluctuations that affect the timing of our annual cash flows during the year related to working capital. As a result of our experience bookings, we generally receive cash from travelers at the time of booking or prior to the occurrence of an experience, and we record these amounts, net of commissions, on our consolidated balance sheet as deferred merchant payables. We pay the operator, or the supplier, after the travelers’ use. Therefore, we generally receive cash from the traveler prior to paying the operator and this operating cycle represents a source or use of cash to us. During the first half of the year, experience bookings typically exceed completed experiences, resulting in higher cash flow related to working capital, while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative. Other factors may also impact typical seasonal fluctuations, such as significant shifts in our business mix, adverse economic conditions, public health-related events, as well as other factors that could result in future seasonal patterns that are different from historical trends. In addition, new or different payment options offered to our customers could impact the timing of cash flows, such as our “Reserve Now, Pay Later” payment option, which allows travelers the option to reserve certain experiences and defer payment until a date no later than two days before the experience date. Usage of this payment option may continue to increase, though it is still not used in a majority of bookings to date, and affect the timing of our future cash flows and working capital. In addition, in January 2021, we received an issue closure notice from HM Revenue & Customs (“HMRC”) in the U.K. relating to adjustments for the 2012 through 2016 tax years. These proposed adjustments are related to deductions for intercompany financing and would result in an increase to income tax expense in an estimated range of $20.0 million to $30.0 million, which is inclusive of transition tax benefits and exclusive of interest expense, at the close of the audit if HMRC prevails. We are also currently subject to audit by HMRC in tax years 2017 through 2023. If HMRC were to seek adjustments of a similar nature through a closure notice for transactions in these years, we could be subject to significant additional tax liabilities. Although the ultimate timing for resolution of this matter is uncertain, any future payments required would negatively impact our operating cash flows. We believe that our available cash and cash equivalents will be sufficient to fund our foreseeable working capital requirements, capital expenditures, existing business growth initiatives, debt and interest obligations, lease commitments, and other financial commitments through at least the next twelve months. Our future capital requirements may also include capital needs for acquisitions and/or other expenditures in support of our business strategy, which may potentially reduce our cash balance and/or require us to borrow under the Credit Facility or to seek other financing alternatives. In addition, the expected net proceeds from the pending sale of TheFork business will provide the Company additional flexibility to either paydown a portion of its long-term debt and/or potentially repurchase its common stock in the open market under the existing share repurchase program. The Company estimates it will incur transaction related costs of $15.0 million to $20.0 million related to the sale of TheFork, which will be netted from the expected gain on sale. We do not expect the disposition of TheFork business to have a significant impact on future operating cashflows. Our cash flows for the six months ended June 30, 2026 and 2025, as reflected in our unaudited condensed consolidated statements of cash flows from continuing operations, are summarized in the following table: Six months ended June 30, 2026 2025 (in millions) Net cash provided by (used in): Operating activities $ 252.4 $ 304.7 Investing activities $ (22.5 ) $ (36.5 ) Financing activities $ (359.1 ) $ (127.6 ) During the six months ended June 30, 2026, our primary source of cash was from operations, while our primary use of cash was from financing activities (including $345.0 million for the repayment of the 2026 Senior Notes and $5.9 million for the payment of withholding taxes on net share settlements of our equity awards) and investing activities (including $22.5 million in capital expenditures). This use of cash was funded with cash and cash equivalents and operating cash flows generated during the period. During the six months ended June 30, 2025, our primary source of cash was from operations, while our primary use of cash was from financing activities (including $410.7 million to repurchase our outstanding common stock pursuant to the Merger, including transaction costs, $40.0 million in repurchases of our outstanding common stock under our existing share repurchase program, and $10.1 million for the payment of withholding taxes on net share settlements of our equity awards) and investing activities (including $34.3 million in capital expenditures). This use of cash was funded with cash and cash equivalents and operating cash flows generated during the period, as well as, financing activities which includes $341.4 million in borrowings from our Tack-On Incremental Term Loan B Facility, net of financing costs. 41 Net cash provided by operating activities from continuing operations for the six months ended June 30, 2026, decreased by $52.3 million when compared to the same period in 2025, primarily due to a decrease in net income from continuing operations of $41.5 million, as well as a decrease in non-cash items of $29.2 million, partially offset by an increase in working capital of $18.4 million. The increase in working capital for the six months ended June 30, 2026 when compared to the same period in 2025, was primarily driven by changes related to the timing of collection of cash from customers, the timing of vendor payments and deferred merchant payments to experiences operators. Net cash used in investing activities from continuing operations for the six months ended June 30, 2026 decreased by $14.0 million when compared to the same period in 2025, primarily due to a decrease in leasehold improvements related to our office spaces, as well as, a decrease in capitalized website development costs due to a reduction in headcount related to cost-reduction measures initiated in Hotels and Other during 2026 and 2025. Net cash used in financing activities from continuing operations for the six months ended June 30, 2026 increased by $231.5 million when compared to the same period in 2025, primarily due to the repayment of our 2026 Senior Notes during the second quarter of 2026 of $345.0 million and proceeds received from the issuance of our Tack-On Incremental Term Loan B Facility during 2025 of $341.4 million, net of financing costs, partially offset by $410.7 million for the repurchase of our outstanding common stock pursuant to the Merger and a $40.0 million decrease in net cash used to repurchase shares of our outstanding common stock under our existing share repurchase program, both occurring during 2025. Contractual Obligations, Commercial Commitments and Off-Balance Sheet Arrangements There have been no material changes outside the normal course of business to our contractual obligations and commercial commitments since December 31, 2025. As of June 30, 2026, other than our contractual obligations and commercial commitments, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the SEC. Refer to “Liquidity and Capital Resources” in Part II, Item 7. —Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2025 Annual Report for a discussion of our contractual obligations and commercial commitments. Contingencies In the ordinary course of business, we are party to legal, regulatory and administrative matters, including threats thereof, arising out of, or in connection with our operations. These matters may involve claims involving, but not limited to, intellectual property rights (including privacy rights), tax matters (including value-added, excise, digital services, sales and use, transient occupancy and accommodation taxes), regulatory compliance (including competition, consumer protection matters, data privacy and cybersecurity matters), contractual claims (including related to our material agreements or other contracts), defamation and reputational claims, personal injury claims, labor and employment matters and commercial disputes. Routinely, we review the status of all significant outstanding matters to assess any potential financial exposure. We record the estimated loss in our consolidated statement of operations when (i) it is probable that an asset has been impaired or a liability has been incurred; and (ii) the amount of the loss can be reasonably estimated and is material. We provide disclosures in the notes to the consolidated financial statements for loss contingencies that do not meet both of these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the consolidated financial statements. We base accruals on the best information available at the time, which can be highly subjective. Although occasional adverse decisions or settlements may occur, we do not believe that the final disposition of any of these matters will have a material adverse effect on our business, except for certain known income tax matters discussed below. However, the final outcome of these matters could vary significantly from our estimates. Finally, there may be claims or actions pending or threatened against us of which we are currently not aware and the ultimate disposition of which could have a material adverse effect on us. We are under audit by the IRS and various other domestic and foreign tax authorities with regards to income tax and non-income tax matters. We have reserved for potential adjustments to our provision for income taxes that may result from examinations by, or any negotiated agreements with, these tax authorities. Although we believe our tax estimates are reasonable, the final determination of audits could be materially different from our historical income tax provisions and accruals. The results of an audit could have a material effect on our financial position, results of operations, or cash flows in the period for which that determination is made. Refer to “Note 8: Income Taxes” and “Note 9: Commitments and Contingencies” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information on other potential contingencies, including ongoing audits by the IRS and various other domestic and foreign tax authorities, and other tax and legal matters. Over recent years, the Organization for Economic Cooperation and Development (“OECD”) through its “Inclusive Framework” has been working on a “two-pillar” global tax consensus project that, if implemented, would result in certain changes to the current global tax regulatory framework. The OECD’s “Pillar One” initiative proposes to reallocate certain profits from the largest and most profitable 42 multinational businesses to countries where the customers of those businesses are located, and the “Pillar Two” initiative proposes a global minimum income tax rate on corporations of 15%. In response to these proposals, certain jurisdictions have enacted legislation to implement a global minimum income tax of 15%, which currently has no material impact on our financial results, as well as legislation to impose new forms of gross receipts taxes, such as digital services taxes imposed on digital advertising and online marketplace platforms/services. On January 5, 2026, the OECD/G20 announced the Side-by-Side (SbS) package, implemented as administrative guidance and modifying the operation of Pillar 2 rules. The package introduces simplifications and new safe harbors for U.S. and other multinational companies where domestic and international tax systems meet robust requirements to coexist with Pillar 2, which would fully exempt U.S.-parented groups from the application of two of the three Pillar 2 top-up taxes. This does not have a material impact on the Company. If consensus is reached on Pillar One, unilateral digital services taxes is expected to be repealed, however until such time we continue to be subject to these taxes and are currently subject to unilateral digital services taxes. While the future of the global tax regulatory landscape remains uncertain, we continue to monitor the OECD’s and members ongoing discussions to determine the current and potential impact on our unaudited condensed consolidated financial statements. During the three and six months ended June 30, 2026, we recorded $0.1 million and $1.2 million, respectively, of digital service taxes to cost of sales on our unaudited condensed consolidated statements of operations, which includes a realized refund of $2.0 million during the second quarter of 2026, resulting from the repeal of enacted tax legislation in Canada during March 2026 related to digital service taxes. During the three and six months ended June 30, 2025, we recorded $4.2 million and $5.6 million, respectively, of digital service taxes to cost of sales on our unaudited condensed consolidated statements of operations.