Trivago's share structure & Expedia ownership
Trivago’s Share Structure
Trivago N.V. utilizes a dual-class share structure under Dutch law:
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Class A Ordinary Shares (1 vote per share): Held by public investors and company founders. These trade on the Nasdaq via American Depositary Shares (ADSs) under the ticker TRVG.
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ADS Ratio: Since November 17, 2023, 1 ADS = 5 Class A shares (prior to that date, the ratio was 1 ADS = 1 Class A share).
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Class B Ordinary Shares (10 votes per share): High-voting shares held exclusively by Expedia Group and co-founder Rolf Schrömgens.
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Class B shares are unlisted, but each Class B share is convertible into 1 Class A share at any time at the option of the holder. Class A shares cannot be converted into Class B shares.
Expedia’s Ownership: Voting Power vs. Economic Stake
Dual-class shares create a significant wedge between voting control and economic ownership:
| Metric | Expedia Group Ownership | What It Means |
|---|---|---|
| Voting Power | 84.0% | Expedia controls all shareholder votes (board elections, mergers, corporate bylaws). |
| Economic Stake | 59.5% | Expedia holds 59.5% of total equity. When trivago pays dividends or distributes capital, Expedia receives 59.5% of the total cash distributed. |
The remaining ~16% voting power is split between co-founder Rolf Schrömgens (~11.4% via his Class B shares) and Class A public/founder shareholders (~4.6%).
Share Breakdown & Public Float
Based on Trivago N.V.’s SEC Form 20-F filings:
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Total Outstanding Shares: ~351.5 million shares
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Class B Shares: ~237.5 million (~67.5% of total shares)
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Expedia Group: ~209.2 million shares (59.5% of total)
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Rolf Schrömgens: ~28.3 million shares (~8.0% of total)
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Class A Shares: ~114.1 million (~32.5% of total shares, or ~22.8 million ADS equivalents)
What percentage is publicly traded?
- Nominal Public Class: Class A shares represent 32.5% of the company’s total share count.
- True Public Free Float: The founders (Rolf Schrömgens and Peter Vinnemeier) retain substantial individual blocks of Class A shares (over 25 million shares).
- After subtracting insider and affiliate holdings, trivago’s free float is approximately 24% to 26% of the company (roughly 17–18 million ADSs).
Key Takeaways
- Market Cap includes all shares: It values all 351.5M Class A and Class B shares at the equivalent market price, not just the shares trading on Nasdaq.
- Expedia has 84% voting power, but 59.5% economic interest: It can dictate all corporate decisions, but only takes home 59.5% of profits and dividends.
- Public investors hold roughly one quarter of the company: The true public float is ~25%, held as ADSs representing Class A shares (with 1 ADS bundling 5 underlying shares).