As filed with the Securities and Exchange Commission on May 6, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
trivago N.V.
(Exact Name of Registrant as Specified in its Charter)
The Netherlands | Not Applicable | ||||
(State or other Jurisdiction of | (I.R.S. Employer Identification | ||||
Incorporation or Organization) | Number) | ||||
| Kesselstraße 5 - 7 | |||||
| 40221 Düsseldorf | |||||
Federal Republic of Germany
+49-171-6115916
(Address, including zip code, of registrant’s principal executive offices)
TRIVAGO N.V. AMENDED AND RESTATED 2016 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th floor
New York, NY 10168
(212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
trivago N.V. Kesselstraße 5 - 7 40221 Düsseldorf Federal Republic of Germany Attn: Legal Department +49-171-6115916 | Michael Albano Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 +1 212 225 2438 | ||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Non-accelerated filer ☐
Emerging growth company ☐
Accelerated filer ☒
Smaller reporting 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 7(a)(2)(B) of the Securities Act. ☐
Explanatory note
Pursuant to General Instruction E of Form S-8, trivago N.V. (the “Registrant”) is filing this registration statement on Form S-8 (this “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) to register an additional 34,836,725 Class A shares in connection with the first amendment (the “Amendment”) to the Registrant’s Amended and Restated 2016 Omnibus Incentive Plan (the “Plan”), which is subject to and contingent upon the approval of the shareholders of the Registrant. The shares registered hereby are of the same class as those registered under the Registrant’s effective registration statement on Form S-8, File No. 333-215164, filed by the Registrant with the Commission on December 19, 2016, the Registrant’s effective registration statement on Form S-8, File No. 333-258288, filed by the Registrant with the Commission on July 30, 2021, and the Registrant’s effective registration statement on Form S-8, File No. 333-280813, filed by the Registrant with the Commission on July 15, 2024 (together, the “Earlier Registration Statements”). Upon approval of the Amendment by the shareholders of the Registrant, which Amendment was adopted by the Management Board of the Registrant on May 4, 2026 and by the Supervisory Board of the Registrant on May 1, 2026, the Amendment shall (i) increase the number of Class A shares reserved and available for issuance under the Plan by the additional number of Class A shares registered hereby and (ii) extend the termination date of the Plan to the tenth anniversary of the date on which such shareholder approval is obtained. The contents of the Earlier Registration Statements, where applicable, are hereby incorporated by reference, except that the provisions contained in Part II of such Earlier Registration Statements are modified as set forth in this Registration Statement.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants covered by the Plan, as may be amended and restated, as specified by Rule 428(b)(1) under the Securities Act.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which the Registrant has filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are hereby incorporated by reference herein, and shall be deemed to be a part of, this Registration Statement:
a.the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (File No. 001-37959), filed with the Commission on February 26, 2026 (the “Annual Report”);
b.the Registrant’s reports on Form 6-K filed with the Commission on (i) February 3, 2026 (File No. 001-37959) and (ii) May 5, 2026 (File No. 001-37959); and
c.the description of the Registrant’s Class A shares, contained in Exhibit 2.5 of the Annual Report, together with any amendment thereto filed with the Commission for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing of such documents.
For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained therein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The following documents are filed as part of this Registration Statement:
| Incorporated by reference | |||||||||||||||||
| Form | Exhibit | Filing Date | Filed herewith | ||||||||||||||
| 4.1 | 20-F | 1.1 | 3/1/2024 | ||||||||||||||
| 4.2 | # | ||||||||||||||||
| 4.3 | # | ||||||||||||||||
| 4.4 | F-3 | 4.4 | 4/5/2018 | ||||||||||||||
| 4.4(a) | F-6 | (a)(ii) | 11/17/2023 | ||||||||||||||
| 4.5 | F-1/A | 4.4 | 12/5/2016 | ||||||||||||||
| 5.1 | # | ||||||||||||||||
| 23.1 | # | ||||||||||||||||
| 23.2 | # | ||||||||||||||||
| 24.1 | # | ||||||||||||||||
| 107 | Filing Fee Table. | # | |||||||||||||||
Signatures
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Düsseldorf, Federal Republic of Germany, on May 6, 2026.
| trivago N.V. | ||||||||
| By: | /s/ Johannes Thomas | |||||||
| Johannes Thomas | ||||||||
| Managing Director & Chief Executive Officer | ||||||||
| By: | /s/ Wolf Schmuhl | |||||||
Wolf Schmuhl | ||||||||
Managing Director & Chief Financial Officer | ||||||||
| By: | /s/ Andrej Lehnert | |||||||
Andrej Lehnert | ||||||||
| Managing Director & Chief Product Officer | ||||||||
| By: | /s/ Jasmine Ezz | |||||||
Jasmine Ezz | ||||||||
| Managing Director & Chief Marketing Officer | ||||||||
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Johannes Thomas and Wolf Schmuhl, severally and individually, and each of them (with full power to each of them to act alone) his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons on May 6, 2026 in the capacities indicated. This document may be executed in counterparts that when so executed shall constitute one document, notwithstanding that all of the undersigned are not signatories to the original of the same counterpart.
| Name | Title | ||||
| /s/ Johannes Thomas | |||||
| Johannes Thomas | Managing Director & Chief Executive Officer | ||||
| /s/ Wolf Schmuhl | |||||
| Wolf Schmuhl | Managing Director & Chief Financial Officer | ||||
| /s/ Jasmine Ezz | |||||
| Jasmine Ezz | Managing Director & Chief Marketing Officer | ||||
| /s/ Andrej Lehnert | |||||
| Andrej Lehnert | Managing Director & Chief Product Officer | ||||
Signature of Authorized Representative in the United States
| Cogency Global Inc. | ||||||||
| By: | /s/ Colleen A. De Vries | |||||||
| Name: | Colleen A. De Vries | |||||||
| Title: | Senior Vice-President on behalf of Cogency Global Inc. | |||||||