Form 8-K - Current report

0001606745false0001606745us-gaap:CommonClassBMember2024-04-102024-04-100001606745us-gaap:CommonClassAMember2024-04-102024-04-1000016067452024-04-102024-04-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

​

Washington, D.C. 20549

​

FORM 8-K

CURRENT REPORT

​

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

​

Date of Report (date of earliest event reported): April 10, 2024

​

LIBERTY TRIPADVISOR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

​	​	​
Delaware	001-36603	46-3337365
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

​

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

​

Registrant's telephone number, including area code: [phone]

​

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

​	​	​
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Series A common stock	LTRPA	*
Series B common stock	LTRPB	*

​

* The registrant’s common shares trade on the OTCQB Venture Market as of October 30, 2023.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

​

​

​

Item 7.01. Regulation FD Disclosure.

On April 10, 2024, Liberty TripAdvisor Holdings, Inc. (the “Company”) announced that interested shareholders and analysts are invited to participate in a brief quarterly Q&A session following the completion of the prepared remarks on Liberty Broadband Corporation’s first quarter earnings conference call. During this Q&A session management will be accepting questions regarding Liberty Broadband Corporation and the Company. The conference call will be held on Wednesday, May 8^th at 11:15 a.m. (E.T.). During the call, management may discuss the financial performance and outlook of these companies, as well as other forward looking matters.

This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose.

​

Item 9.01.  Financial Statements and Exhibits.

​

(d)  Exhibits

​

​	​	​
​	​	​
Exhibit No.	​	Description
99.1	​	Press Release, dated April 10, 2024
104	​	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

​

​

2

​

​

SIGNATURE

​

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​

Date: April 11, 2024

​	​	​
​	LIBERTY TRIPADVISOR HOLDINGS, INC.
​	​	​
​	​	​
​	By:	/s/ Wade Haufschild
​	​	Name: Wade Haufschild
​	​	Title: Senior Vice President

​

​

3

​

Exhibit 99.1

April 10, 2024

​

Liberty TripAdvisor Holdings to Conduct Quarterly Q&A Conference Call

​

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Liberty TripAdvisor Holdings, Inc. (“Liberty TripAdvisor”) (OTCMKTS: LTRPA, LTRPB) announced that interested shareholders and analysts are invited to participate in a brief quarterly Q&A session following the completion of the prepared remarks on Liberty Broadband Corporation’s first quarter earnings conference call. During this Q&A session, management will be accepting questions regarding Liberty Broadband Corporation and Liberty TripAdvisor. The conference call will be held on Wednesday, May 8^th at 11:15 a.m. E.T. During the call, management may discuss the financial performance and outlook of these companies, as well as other forward looking matters.

Please call InComm Conferencing at [phone] or [phone], passcode 13742820, at least 10 minutes prior to the call. Callers will need to be on a touch-tone telephone to ask questions. The conference administrator will provide instructions on how to use the polling feature.

In addition, the conference call will be broadcast live via the Internet. All interested participants should visit the Liberty TripAdvisor website at https://www.libertytripadvisorholdings.com/investors/news-events/ir-calendar to register for the webcast. Replays of the call will also be available on the Liberty TripAdvisor website. The conference call will be archived on the website after appropriate filings have been made with the SEC.

​

About Liberty TripAdvisor Holdings, Inc.

Liberty TripAdvisor Holdings, Inc. (OTCMKTS: LTRPA, LTRPB) consists of its subsidiary Tripadvisor. Tripadvisor is the world's largest travel platform, aggregating reviews and opinions from its community of travelers about accommodations, restaurants, experiences, airlines and cruises throughout the world.

Liberty TripAdvisor Holdings, Inc.
Shane Kleinstein, 720-875-5432

Source: Liberty TripAdvisor Holdings, Inc.

---

Document and Entity Information	Apr. 10, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 10, 2024
Entity Registrant Name	LIBERTY TRIPADVISOR HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36603
Entity Tax Identification Number	46-3337365
Entity Address, Address Line One	12300 Liberty Blvd.
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	720
Local Phone Number	875-5200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001606745
Amendment Flag	false
Series A
Document Information [Line Items]
Title of 12(b) Security	Series A common stock
Trading Symbol	LTRPA
Series B
Document Information [Line Items]
Title of 12(b) Security	Series B common stock
Trading Symbol	LTRPB

---