TripAdvisor to sell TheFork to American Express for $700 million

What happened

TripAdvisor, Inc. announced on August 3, 2026, via an SEC Form 8-K, that it had executed an Equity Purchase Agreement to sell its European restaurant reservation and management platform, TheFork, to American Express Travel Related Services Company, Inc. for $700 million in cash, subject to customary adjustments.

The transaction follows a previously disclosed put option agreement entered into on June 14, 2026. The sale could not be finalized until mandatory employee information and consultation with the relevant French Works Council was completed. That process ended on July 30, 2026. TripAdvisor exercised the put option on August 1, and the parties signed the purchase agreement on August 2.

Shares of TripAdvisor fell 25.5% on the day of the filing, closing at $10.42 on volume 2.96 times the average, according to market data. The filing does not explain the reason for the price decline.

The transaction structure

Under the agreement, American Express will acquire TheFork for all cash from its existing cash on hand. The deal includes standard representations, warranties, and covenants, including an interim operating covenant requiring TripAdvisor to run TheFork in the ordinary course until closing.

Completion of the sale is subject to receipt of regulatory approvals, including antitrust clearances in applicable European jurisdictions, and other customary closing conditions. The parties expect the transaction to close by the end of 2026.

The agreement contains an exclusivity clause that bars TripAdvisor from soliciting other buyers for TheFork until the deal closes. If the agreement is terminated because regulatory or antitrust hurdles cannot be cleared but all other closing conditions are met, American Express must pay TripAdvisor a reverse termination fee of $35 million.

What this means

An 8-K is a form companies file with the SEC to announce major events that shareholders should know about. Item 1.01 specifically covers entering a material definitive agreement. This filing reports that TripAdvisor has signed a binding contract to sell a significant asset.

A put option agreement gives the holder (here, TripAdvisor) the right to force the buyer (American Express) to purchase the asset at a predetermined price. By exercising the put and executing the purchase agreement, TripAdvisor has locked in the sale at $700 million, subject to regulatory approval.

The reverse termination fee ($35 million) is a provision common in merger agreements: it protects the seller if the deal falls through due to antitrust issues—a risk both parties recognized given the European regulatory review. If that happens, American Express pays TripAdvisor the fee as compensation.

The consultation with the French Works Council is a legal requirement under French labor law when a transaction affects employees in France. TheFork is headquartered in France, so this step was mandatory before signing the definitive agreement.