What changed in this filing

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Item 1A. Risk Factors

2024-02-29 compared with 2023-02-28 · 104 added, 70 removed, 597 unchanged (23% of the section changed)

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Risks Related to our Business

Adverse conditions in the primary and secondary mortgage markets, as well as the general economy, could have a material adverse effect on our business, financial condition and results of operations.

Constraints in the primary and secondary mortgage markets in the past have had, and may in the future have, an adverse effect on our business, financial condition and results of operations.

Adverse conditions in the primary and secondary mortgage markets, as well as the general economy, have had and could continue to have a material adverse effect on our business, financial condition and results of operations.

Constraints in the primary and secondary mortgage markets in the past have had, and may continue to have, an adverse effect on our business, financial condition and results of operations.

Generally, increases in interest rates adversely affect the ability of our mortgage Network Partners to close loans, and adverse economic trends limit the ability of our mortgage Network Partners to offer home loans other than low-margin conforming loans.

Our businesses may experience a decline in demand for their offerings due to decreased consumer demand as a result of the conditions described above, now or in the future.

Our businesses have experienced, and will likely continue to experience a decline in demand for their offerings due to decreased consumer demand as a result of the conditions described above, now or in the future.

The high interest rates in 2022 and 2023 and home affordability significantly impacted our mortgage business and continue to do so.

The decreased consumer demand for mortgage refinancing typically leads to decreased traffic to our website and higher associated selling and marketing efforts associated with that traffic.

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In addition, because our businesses do not have exclusive relationships with Network Partners, consumers may obtain loans, insurance and other financial products from these third-party service providers without having to use our marketplaces.

Network Partners can offer loans, insurance and other financial products directly to consumers through their own marketing campaigns or other traditional methods of distribution, such as referral arrangements, physical store-front operations or broker

Network Partners can offer loans, insurance and other financial products directly to consumers through their own marketing

campaigns or other traditional methods of distribution, such as referral arrangements, physical store-front operations or broker agreements.

Network Partners may also offer loans, insurance and other financial products and services to prospective customers online directly, through one or more online competitors or other business, or both.

If a significant number of consumers seek loans, insurance and other financial products and services directly from Network Partners or through our competitors as opposed to through our marketplaces, our business, financial condition and results of operations could be materially and adversely affected.

Failure to maintain our reputation and brand recognition and attract and retain consumers in a cost-effective manner could materially and adversely affect our business, financial condition and results of operations.

Failure to maintain our reputation and brand recognition and attract and retain consumers in a cost-effective manner could materially and adversely affect our business and results of operations.

As such, adverse publicity from litigation or governmental investigations could impact our business and financial condition and results of operations.

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Any changes in our systems or failure to appropriately balance between the introduction of new capabilities and managing of existing systems present risk of interruption in our systems, which could result in disruptions to our information systems that could materially adversely affect our operations.

We are dependent on the use of technology systems like our MyLendingTree platform as well as backend systems to support our strategic objectives.

We are dependent on the use of technology systems like our Spring platform as well as backend systems to support our strategic objectives.

Implementation and integration of complex systems and technology present significant challenges in terms of costs, human resources, and development of effective internal controls.

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Our operations could be adversely affected, or we could face imposition of regulatory penalties, if it were unable to timely or effectively modify our systems as necessary or appropriately balance the introduction of new capabilities with the management of existing systems.

Our credit card product offering is subject to particular risks.

• adverse conditions in the economy may affect credit card issuers and their willingness to issue new credit;

• credit losses among credit card issuers may increase beyond normal and budgeted levels which could cause a reduction in demand;

In the future, we directly or through our third-party provided information technology systems or software may incorporate artificial intelligence (“AI”) capabilities into our business.

As with many innovations, AI presents risks, challenges, and unintended consequences that could affect its adoption, and therefore our business.

AI algorithms and training methodologies may be flawed, ineffective or inadequate.

AI development or deployment practices by us or third-party providers could result in incidents that could increase the resources we need to implement cybersecurity measures to protect the security of our data.

These deficiencies and other failures of any potential AI systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm.

Trends in the credit card industry, as well as the impact of the general economy on the ability of users to qualify for credit cards, could harm our business, financial condition and results of operations.

Our credit card product offering is subject to particular risks, including, but not limited to:

• adverse conditions in the economy may affect credit card issuers and their willingness to issue new credit which would negatively affect revenue;

• credit losses among credit card issuers may increase beyond normal and budgeted levels which could cause a reduction in credit card issuers' ability to extend credit;

• interest rate increases may make balance transfer cards less profitable for issuers;

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• increased competition and its effect on our website traffic, click-through rates, advertising rates, revenue, margins, and market share;

• ability to provide competitive service to credit card issuers and to consumers using our online offerings and other platforms;

• our ability to provide competitive service to credit card issuers and to consumers using our online offerings and other platforms;

• credit card issuers may determine that the online digital marketing channel is no longer a viable marketing platform for generating new credit card customers;

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Changes in economic conditions, including general factors such as a slower pace of economic growth or recessionary periods, could negatively impact these industries and our business.

Additionally, the lending products our Network partners offer within our Home and Consumer segments are dependent upon, among other things, overall level of interest rates, home prices, availability of credit in the financial market and changes in underwriting standards.

Additionally, the lending products our Network partners offer within our Home and Consumer segments are dependent upon, among other things, the overall level of interest rates, home prices, availability of credit in the financial market and changes in underwriting standards.

Our Insurance segment is dependent on the personal auto and home insurance industry, which can be negatively impacted by inflation, supply chain issues, rising car accident severity and frequency, as well as natural disasters such as hurricanes.

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Fluctuations and constraints in these markets in the past have harmed, and may in the future, harm our business, financial condition and results of operations.

Economic factors such as increased interest rates, slow economic growth or recessionary conditions, the pace of home price appreciation or outright depreciation, changes in household debt levels, and increased unemployment or stagnant or

declining wages can affect the lending markets broadly.

National or global events, including, but not limited to, the COVID-19 pandemic, can also affect such macroeconomic conditions.

National or global events, such as the COVID-19 pandemic, can also affect such macroeconomic conditions.

These factors can affect the number of consumers applying for loans and overall loan approval rates, which can adversely affect our business.

Increases in interest rates driven by the Federal Reserve Board’s Federal Open Market Committee to combat a historically high rate of inflation may continue.

Increases in interest rates driven by the Federal Reserve Board’s Federal Open Market Committee to combat a historically high rate of inflation may continue or decreases in interest rates may be delayed.

Additional rate increases could pressure consumer demand for mortgage products, as well as our business, personal and credit card products, and thus could negatively impact our business.

Our insurance business, QuoteWizard, is significant to our revenue, and operational issues in this business could have a material impact on our results of operations.

Our QuoteWizard business poses risks for our ongoing operations, including, among others:

Our QuoteWizard business poses risks for our ongoing operations, including, but not limited to:

• adverse conditions in the economy may affect insurance carriers and their willingness to issue policies;

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• insurance carriers and other advertisers in the business verticals in which we or QuoteWizard operate may be unwilling to advertise on our or QuoteWizard’s websites or mobile applications;

• concentration of customers with large insurance carriers, causing significant budget reductions from these customers to impact our business;

• concentration of customers with large insurance carriers may cause significant budget reductions from these customers and may impact our business;

• major publishers may determine they no longer want QuoteWizard as an advertising partner;

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• that the business acquired in the acquisition may not continue to perform as well as anticipated;

• assumed liabilities associated with QuoteWizard’s historical operations, including liabilities arising from data privacy and security laws and regulations or security breaches.

• ongoing operating risks, including liabilities arising from data privacy and security laws and regulations or security breaches.

If the QuoteWizard business is impacted by the risks described above, then our results of operations and future growth prospects could be materially and adversely affected.

Our insurance agency businesses pose unique risks.

Our Medicare and Property and Casualty insurance agency businesses employ a different business model than the rest of our businesses and are subject to unique risks because of our role in selling insurance policies direct to consumers.

Our insurance agency businesses pose unique risks that may have a material adverse impact on our results of operations.

Our Property and Casualty insurance agency businesses employ a different business model than the rest of our businesses and are subject to unique risks because of our role in selling insurance policies direct to consumers.

In that role, we act as agents of insurance carriers or of other insurance agents, known as uplines, that we contract with.

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Our models could be incorrect and we could generate less revenue than expected.

also lose appointments with carriers or uplines that affect our ability to sell policies and generate revenue.

We could also lose appointments with carriers or uplines that affect our ability to sell policies and generate revenue.

Carrier losses, which could result from increased repair time and costs due to inflation and supply chain issues in the automotive and housing industries, among other issues, could cause carriers to reduce commissions or increase premiums, both of which would have a negative effect on us.

Insurance carriers could increase premiums to the point where we cannot profitably sell policies or consumers make the decision to forego the purchase of insurance.

Insurance carriers could increase premiums to the point where we cannot profitably sell policies or consumers forego the purchase of insurance.

Our licensed insurance agents are critical to our agency business and our inability to attract and retain effective agents or for them to obtain or retain their licenses to sell policies could have a negative impact on our results of operation.

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The full impact of COVID-19 or any widespread public health issue on our financial condition and results of operations will depend on the duration and scope of an outbreak (including any potential future waves, the emergence or re-emergence of variants and their transmissibility, and the success of vaccination programs and treatments), its impact on our consumers and our Network Partners, how quickly normal economic conditions, operations, and the demand for our services and products can resume, and any permanent behavioral changes that the pandemic may cause.

The extent to which the COVID-19 pandemic or any widespread public health issue impacts our business, financial condition and results of operations, as well as our regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and cannot be predicted.

The extent to which the COVID-19 pandemic or any widespread public health issue impacts our business, financial condition

and results of operations, as well as our regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and cannot be predicted.

Some of our products are new to the market and may fail to achieve or maintain customer acceptance and profitability.

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If we fail to develop our websites or apps to respond to technological developments and changing consumer and customer needs cost effectively, or if consumers and customers respond negatively to changes, we may lose market share, which could materially and adversely affect our business, financial condition and results of operations.

If consumers do not find value in our Spring platform or other platforms, or do not like the consumer experience on the platforms, the number of matches on our platform may decline, which would harm our business, financial condition and resul ts of operations.

We believe that the growth of our business and revenue depends upon our ability to engage our existing users on the Spring and other platforms and to add new users.

If we lose users or user engagement diminishes, our business and financial condition will be negatively impacted.

If we fail to remain competitive on customer experience, editorial articles and product offerings, our ability to grow our business may also be adversely affected.

Factors that could negatively affect our ability to grow our user base and engagement include, among others:

• we lose users to new market entrants and/or existing competitors;

• we do not obtain regulatory approvals necessary for expansion into new verticals, or to launch new products, product features or tools;

• we fail to effectively use search engines, social media platforms, digital app stores, content-based online advertising, and other online sources for generating traffic to our platform;

• our platform experiences disruptions or outages;

• we suffer reputational harm to our brand including from negative publicity, whether accurate or inaccurate;

• we fail to offer new and competitive products, to provide effective updates to our existing products or to keep pace with technological improvements in our industry;

• technical or other problems frustrate the user experience;

• we are unable to address user concerns regarding the content, privacy, and security of our digital platform;

• we are unable to continue to innovate and improve our platform by generating compelling content and tools;

• existing or new financial services providers use incentives to directly cross-sell their products, reducing consumer benefits of using multiple providers.

Our inability to overcome these challenges could impair our ability to engage users on our platforms, and could harm our business, operating results and financial condition.

We improve our products and services in ways that forego short-term gains.

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The pursuit of future potential acquisitions may divert the attention of management and cause us to incur significant expenses related to identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated.

Even if we successfully acquire additional businesses or technologies, we may not achieve the anticipated benefits or synergies due to a number of factors, including, among others:

Even if we successfully acquire additional businesses or technologies, we may not achieve the anticipated benefits or synergies due to a number of factors, including but not limited to:

• senior management’s attention may be diverted from the management of daily operations to the integration of the businesses acquired in the acquisition;

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• adverse conditions in the economy may affect the lenders or insurance carriers or other customers of the acquired businesses and their willingness to issue new credit, write new policies or otherwise expand their businesses;

• advertisers in the business verticals in which we or the acquired businesses operate may be unwilling to advertise on our websites or mobile applications;

• advertisers in the business verticals in which we, or the acquired businesses we operate, may be unwilling to advertise on our websites or mobile applications;

• increased competition and its effect on our or the acquired businesses' website traffic, click-through rates, submitted consumer requests, advertising rates, revenue, margins, and market share;

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We have experienced a reduction in our headcount as a result of both elevated turnover caused by the market as well as planned severances, which places substantial demand on remaining management and our operational infrastructure.

As we manage through this change, we must effectively transition work, train, develop and motivate a large number of both existing and new employees, while maintaining the beneficial aspects of our company culture.

As we manage through this change, we must effectively transition work and train, develop and motivate a large number of both existing and new employees, all while maintaining the beneficial aspects of our company culture.

If we do not manage the changing employee base effectively, the quality of our services and efficiency of our operations could suffer, which could harm our business and results of operations.

We rely on the performance of highly skilled personnel and if we are unable to attract, retain, develop and motivate well-qualified employees, our business and results of operations could be harmed.

We believe our success has depended, continues to and in the future will depend, on the efforts and talents of our management team and our highly skilled employees and workers, including our software engineers, analysts, marketing

professionals and sales staff.

We believe our success has depended, continues to depend and in the future will depend on the efforts and talents of our management team and our highly skilled employees and workers, including our software engineers, analysts, marketing professionals and sales staff.

Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees.

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If these providers do not provide consumers with competitive levels of convenience, customer service, price and responsiveness, the value of our various brands may be harmed, the ability of our businesses to attract consumers to our websites may be limited and the number of consumers matched through our marketplaces may decline, which could have a material and adverse effect on our business, financial condition and results of operations.

A significant portion of our total revenue has, in the past, been derived from one Network Partner, and our results of operations could be adversely affected and stockholder value harmed if we lose significant business from this Network Partner.

Although for the years ended December 31, 2022 and 2021, no Network Partners accounted for more than 10% of total consolidated revenue, for the year ended December 31, 2020, one Network Partner accounted for 15% of total consolidated revenue, and this Network Partner remains a significant contributor to our total revenue.

A significant portion of our total revenue has, in the past, been derived from one Network Partner, and our results of operations could be adversely affected if we lose significant business from this Network Partner.

Although for the years ended December 31, 2023, 2022 and 2021, no Network Partners accounted for more than 10% of total consolidated revenue, in the past, a significant portion of our total revenue has been derived from one Network Partner.

This particular Network Partner remains a significant contributor to our total revenue.

If this significant Network Partner were to cease purchasing consumer requests and we were unable to replace the associated demand, the loss could have a material adverse effect on our results of operations in the short term and potentially also the longer term.

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Borrowings under the Credit Facility can be used to finance working capital needs, capital expenditures, and general corporate purposes, including to finance permitted acquisitions.

As of December 31, 2022 and February 27, 2023, we have outstanding a $0.2 million letter of credit under the Revolving Facility.

As of December 31, 2022 and February 27, 2023, we have $248.8 million borrowings outstanding under the Term Loan Facility.

As of December 31, 2023, we have outstanding a $0.2 million letter of credit under the Revolving Facility.

As of December 31, 2023, we have $246.9 million borrowings outstanding under the Term Loan Facility.

The Credit Facility contains a restrictive financial covenant, which limits the amount of first lien consolidated debt to an EBITDA ratio subject to a step up following a material acquisition.

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The Credit Facility requires us to pledge as collateral, subject to certain customary exclusions, substantially all of our assets.

The obligations under this facility are unconditionally guaranteed, subject to certain customary exclusions, on a senior basis by our material domestic subsidiaries, which guaranties are secured, subject to certain customary exclusions, by substantially all of each such guarantor's assets.

The obligations under this facility are unconditionally guaranteed, subject to certain customary exclusions, on a senior basis by our material domestic subsidiaries.

The guaranties are secured, subject to certain customary exclusions, by substantially all of each such guarantor's assets.

If an event of default occurs or if we otherwise fail to comply with any of the negative or affirmative covenants of the Credit Facility, the lenders may declare all of the obligations and indebtedness under such facility due and payable.

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In the processing of consumer transactions, our businesses collect, use, store, disclose, transfer, and otherwise process a large volume of personal information and other confidential, proprietary and sensitive data.

Breaches or failures of security involving our systems or website or those of any of our affiliates, Network Partners or external service providers have occurred in the past and may occur in the future, and have in the past resulted in, and could in the future result in, the theft, unauthorized access, acquisition, use, disclosure, modification or misappropriation of personal information of our consumers, employees or third parties with whom we conduct business, or other confidential, proprietary and sensitive data, fraudulent activity, or system disruptions or shutdowns.

The occurrence of any actual or attempted breach, failure of security or fraudulent activity, the reporting of such an incident, whether accurate or not, or our failure to make adequate or timely disclosures to the public or law enforcement agencies following any such event, whether due to delayed discovery or a failure to follow existing protocols, could result in claims made against us or our affiliates, Network Partners or external service providers, which could result in state and/or federal litigation and related financial liabilities, as well as criminal penalties or civil liabilities, regulatory actions from state and/or federal governmental authorities, and significant fines, orders, sanctions, litigation and claims against us by consumers or third parties and related indemnification obligations.

Breaches or failures of security involving our systems or website or those of any of our affiliates, Network Partners or external service providers have occurred

in the past and may occur in the future, and have in the past resulted in, and could in the future result in, the theft, unauthorized access, acquisition, use, disclosure, modification or misappropriation of personal information of our consumers, employees or third parties with whom we conduct business, or other confidential, proprietary and sensitive data, fraudulent activity, or system disruptions or shutdowns.

Such claims could result in state and/or federal litigation and related financial liabilities, as well as criminal penalties or civil liabilities, regulatory actions from state and/or federal governmental authorities, and significant fines, orders, sanctions, litigation and claims against us by consumers or third parties and related indemnification obligations.

Actual or perceived security breaches or failures also have in the past caused, and may in the future cause, financial losses, increased costs, interruptions in the operations of our business, misappropriation of assets, significant damage to our brand and reputation with consumers and third parties with whom we do business and result in adverse publicity, loss of consumer confidence, distraction to our management, and reduced sales and profits, any or all of which could have a material and adverse impact on our business, financial condition and results of operations.

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The inability to implement, maintain and upgrade adequate safeguards could have a material and adverse impact on our business, financial condition and results of operations.

Moreover, there could be public announcements regarding any data security-related incidents and any steps we take to respond to or remediate such incidents, and if securities analysts or investors perceive these announcements to be negative, it could, among other things, have a substantial adverse effect on the price of our common stock.

Moreover, there could be public announcements regarding any data security-related incidents and any steps we take to respond to or remediate such incidents.

If securities analysts or investors perceive these announcements to be negative, it could, among other things, have a substantial adverse effect on the price of our common stock.

Consumers are generally concerned with security and privacy of the internet and any publicized security problems affecting our businesses or those of third parties with whom we are affiliated or otherwise conduct business may discourage consumers from doing business with us, which could have a material and adverse effect on our business, financial condition and results of operations.

While we currently maintain cybersecurity insurance, such insurance may not be sufficient in type or amount to cover us against claims related to breaches, failures or other data security-related incidents, and we cannot be certain that cyber insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to

any future claim.

The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material and adverse effect on our business, financial condition and results of operations.

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Federal Trade Commission (“FTC”) and Federal Communications Commission (“FCC”) has resulted in restrictions on our marketing activities.

Additional federal, state and in some instances, local laws regulate secured and unsecured lending, and insurance brokerage activities, and certain solicitation activities related to registered investment advisors, which impacts our marketplace, partners and consumers.

These laws generally regulate the manner in which lending and lending-related activities, and insurance brokerage activities, and solicitation activities related to registered investment advisors are marketed or made available, including advertising and other consumer disclosures, payments for services and record keeping requirements;

Additional federal, state and in some instances, local laws regulate secured and unsecured lending, and insurance brokerage activities, which impacts our marketplace, partners and consumers.

These laws generally regulate the manner in which lending and lending-related activities, as well as insurance brokerage activities, are marketed or made available, including advertising and other consumer disclosures, payments for services and record keeping requirements.

These laws include RESPA, the Fair Credit Reporting Act, the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Housing Act and various state laws.

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Violations of RESPA or similar state statutes can lead to claims of substantial damages, which may include (but are not limited to) fines, treble damages and attorneys' fees, government enforcement actions, civil and criminal liability, or other remedies.

We diligently monitor and assess new regulatory guidance, enforcement actions and court interpretations of RESPA

as part of our ongoing compliance management program and devote substantial resources and management attention to regulatory compliance in light of such developments .

We diligently monitor and assess new regulatory guidance, enforcement actions and court interpretations of RESPA as part of our ongoing compliance management program and devote substantial resources and management attention to regulatory compliance in light of such developments .

Various federal, state and, in some instances, local, laws also prohibit unfair, deceptive and abusive marketing and sales practices.

We have adopted appropriate policies and procedures to address these requirements (such as appropriate consumer disclosures and call scripting, call monitoring and other quality assurance and compliance measures), but it is not possible to ensure that all employees comply with our policies and procedures at all times.

We have adopted appropriate policies and procedures to address these requirements (such as appropriate consumer

disclosures and call scripting, call monitoring and other quality assurance and compliance measures), but it is not possible to ensure that all employees comply with our policies and procedures at all times.

Regulatory authorities and private plaintiffs may allege that we failed to comply with applicable laws, rules and regulations where we believe we have complied.

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The collection, use, storage, disclosure, transfer and other processing of personal information is increasingly subject to a wide array of federal and state laws and regulations regarding data privacy and security, including the GLBA, that are intended to protect the privacy of personal information that is collected, used, stored, disclosed, transferred and otherwise processed in or from the governing jurisdiction.

Some countries, including India, also are considering or have passed legislation requiring local storage and processing of data, or similar requirements, which could increase the cost and complexity of delivering our products and services.

Some countries also are considering or have passed legislation requiring local storage and processing of data, or similar requirements, which could increase the cost and complexity of delivering our products and services.

As we seek to expand our business, we are, and may increasingly become, subject to various laws, regulations and standards, as well as contractual obligations, relating to data use, privacy and security in the jurisdictions in which we operate.

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At the federal level, we are subject to the GLBA, which restricts certain collection, storage, use, disclosure and other processing by covered companies of certain personal information, requires notice to individuals of privacy practices and provides individuals with certain rights to prevent the use and disclosure of certain non-public or otherwise legally protected personal information.

The GLBA also imposes requirements regarding the safeguarding and proper destruction of

personal information through the issuance of data security standards or guidelines.

The GLBA also imposes requirements regarding the safeguarding and proper destruction of personal information through the issuance of data security standards or guidelines.

In addition, many states in which we operate have laws that protect the privacy and security of personal information.

For example, the California Consumer Privacy Act (the “CCPA”) requires covered companies to, among other things, provide certain disclosures to California residents and provide such residents with certain data protection and privacy rights, including the ability to opt-out of certain sales of personal information.

The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of certain personal information.

For example, the California Consumer Privacy Act (the “CCPA”), as amended by the California Privacy Rights Act ("CPRA"), requires covered companies to, among other things, provide certain disclosures to California residents and provide such residents with certain data protection and privacy rights, including the ability to opt-out of certain sales of personal information.

The CCPA provides for civil penalties for violations, as

well as a private right of action for certain data breaches that result in the loss of certain personal information.

This private right of action may increase the likelihood of, and risks associated with, data breach litigation.

The passage of the California Privacy Rights Act (“CPRA”), which expands upon the CCPA, will bring additional compliance obligations with respect to certain processing of personal information of California residents and became effective in most material respects on January 1, 2023.

The CCPA and the CPRA contain several exemptions, including a provision to the effect that the CCPA and CPRA do not apply where the personal information is collected, processed, sold or disclosed pursuant to the GLBA.

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All of these evolving compliance and operational requirements impose significant costs that are likely to increase over time, may require us to modify our data processing practices and policies, divert resources from other initiatives and projects, and could restrict the way products and services involving data are offered, all of which may have a material and adverse impact on our business, financial condition and results of operations.

Many statutory requirements, both in the United States and abroad, include obligations for companies to notify individuals of data breaches involving certain personal information, which have in the past resulted from and may in the future result from, breaches experienced by us or our external service providers.

Many regulatory and statutory requirements, both in the United States and abroad, include obligations for companies to notify individuals of data breaches involving certain personal information, which have in the past resulted from, and may in the future result from, breaches experienced by us or our external service providers.

For example, laws in all 50 U.S.

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Any failure or perceived failure by us or our Network Partners or external service providers to comply with our posted privacy policies or with any applicable federal, state or foreign laws, regulations, standards, certifications or orders relating to data privacy or security or consumer protection, or any compromise of security that results in the theft, unauthorized access, acquisition, use, disclosure, or misappropriation of personal information or other user data, could result in fines or proceedings or litigation by governmental agencies or consumers, including class action privacy litigation in certain jurisdictions, which would subject us to significant awards, penalties or judgments, one or all of which could materially and adversely affect our business, financial condition and results of operations.

In addition, if our practices are not consistent, or viewed as not consistent, with legal and regulatory requirements, including changes in laws, regulations and standards or new interpretations or applications of existing laws, regulations and standards, we may also become subject to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, or severe criminal or civil sanctions, all of which may affect our financial condition, operating results and our reputation.

In addition, if our practices are not consistent, or viewed as not

consistent, with legal and regulatory requirements, including changes in laws, regulations and standards or new interpretations or applications of existing laws, regulations and standards, we may also become subject to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, or severe criminal or civil sanctions, all of which may affect our financial condition, operating results and our reputation.

Failure to obtain proper business licenses or other documentation or to otherwise comply with local laws and requirements regarding marketing, sales or services, may result in civil or criminal penalties and restrictions on our ability to conduct business in that jurisdiction.

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Further, as mandated by the federal Secure and Fair Enforcement of Mortgage Licensing Act of 2008 (the “SAFE Act”), states adopted certain minimum standards for the licensing of individuals involved in mortgage lending or loan brokering.

States also require licenses to undertake certain insurance brokerage activities, and state or federal licensure or registration is required to undertake solicitation activities involving registered investment advisors.

States also require licenses to undertake certain insurance brokerage activities.

Compliance with these requirements may render it more difficult for us and our Network Partners to operate or may raise our internal costs or the costs of our Network Partners, which may be passed on to us through less favorable commercial arrangements.

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If we experience one or more ownership changes in the future as a result of future transactions in our stock, our ability to utilize NOLs could be limited.

Our ability to use our NOLs was limited on an annual basis by the TCJA.

Our ability to use our federal NOLs was limited on an annual basis by the TCJA.

This limitation was deferred for tax years 2019 and 2020 by the 2020 Coronavirus Aid, Relief, and Economic Security (“CARES”) Act.

Our ability to use certain of our state NOLs was limited on an annual basis in various jurisdictions by legislative updates specific to the individual jurisdictions.

We may become subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.

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Our success depends, in part, on our ability to develop and commercialize our products and services without infringing, misappropriating or otherwise violating the intellectual property rights of third parties.

However, we may not be aware or we may disagree that our products or services are infringing, misappropriating or otherwise violating third-party intellectual property rights and such third parties may bring claims alleging such infringement, misappropriation or violation.

However, we may not be aware or we may disagree that our products or services

are infringing, misappropriating or otherwise violating third-party intellectual property rights and such third parties may bring claims alleging such infringement, misappropriation or violation.

Lawsuits are often time-consuming and expensive to resolve and they may divert management’s time and attention.

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Defending, protecting and enforcing our intellectual property and similar proprietary rights might entail significant expense or be time-consuming or distracting to management.

defenses, counterclaims or countersuits are successful, we could lose valuable intellectual property rights.

Further, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights, and if such defenses, counterclaims or countersuits are successful, we could lose valuable intellectual property rights.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential or sensitive information could be compromised by disclosure in the event of litigation.

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We generally consider the protection of our trademarks to be important for purposes of brand maintenance and reputation.

While we strive to protect our trademarks, service marks and domain names, effective trademark protection may not be available, and contractual disputes may affect the use of marks governed by private contract.

While we strive to protect our trademarks, service marks and domain names, effective trademark protection may not

be available and contractual disputes may affect the use of marks governed by private contract.

Similarly, not every variation of a domain name may be available or be registered, even if available.

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We have been granted one U.S.

patent and own one provisional U.S.

patent and from time to time we may have patent applications pending with the USPTO and various foreign patent authorities for various proprietary technologies and other inventions.

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These matters could involve claims for substantial amounts of money or for other relief that might necessitate changes to our business or operations.

defense of these actions has been, and will likely continue to be, both time consuming and expensive, and the outcomes of these actions cannot be predicted with certainty.

The defense of these actions has been, and will likely continue to be, both time consuming and expensive, and the outcomes of these actions cannot be predicted with certainty.

Determining reserves for pending litigation is a complex, fact-intensive process that requires significant legal judgment.

25 unchanged sentences

There can be no assurance that the Internet’s infrastructure will continue to be able to support the demands placed on it by sustained growth in the number of users and amount of traffic.

To the extent that the Internet’s infrastructure is unable to support the demands placed on it, our business may be impacted.

To the extent that the Internet’s infrastructure is unable to support the demands placed on it, our business may

We may also be disadvantaged by the adverse effect of any delays or cancellations of private sector or government initiatives designed to expand broadband access.

15 unchanged sentences

Fluctuations in our operating results, quarter-to-quarter earnings and other factors may result in significant decreases in the price of our common stock.

The market price for our common stock has been volatile, as the trading volume has fluctuated and may continue to fluctuate, causing significant price variations to occur.

The market price for our common stock has been volatile.

From when we became a publicly-traded company to as of December 31, 2023, the price per share of our common stock has fluctuated from an intraday low of $1.42 per share to an intraday high of $434.94 per share.

49 unchanged sentences

Our amended and restated certificate of incorporation and/or bylaws include provisions that:

• authorize our board of directors to issue, without further action by our stockholders, up to five million shares of undesignated preferred stock, sometimes referred to as “blank check preferred”;

• authorize our board of directors to issue, without further action by our stockholders, up to 5,000,000 shares of undesignated preferred stock, sometimes referred to as “blank check preferred”;

• prohibit cumulative voting in the election of directors;

11 unchanged sentences

We do not intend to pay any cash dividends on our common stock in the foreseeable future.

We have not declared or paid a cash dividend on our common stock during the nine most recent fiscal years.

We have not declared or paid a cash dividend on our common stock in over ten years.

We have no current intention to declare or pay cash dividends on our common stock in the foreseeable future.

7 unchanged sentences

Our quarterly operating results may fluctuate as a result of these seasonal trends.

In certain historical periods, broader cyclical trends in interest rates, as well as the mortgage and real estate markets, have upset the customary seasonal

In certain historical periods, broader cyclical trends in interest rates, as well as the mortgage and real estate markets, have upset the customary seasonal trends.

Our Consumer and Insurance segments also have certain products with various seasonality trends which may create further uncertainty in our quarterly operating results.

11 unchanged sentences

We may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Notes surrendered therefore, or pay cash with respect to Notes being converted if we elect not to issue shares, which could harm our reputation and affect the trading price of our common stock.

We may not have the ability to pay off the Notes with our current cash and future cash flow, combined with our borrowing capacity under our current Credit Facility, or raise the funds necessary to pay off the Notes upon their maturity in July 2025.

Our Notes mature on July 15, 2025, unless earlier repurchased, redeemed or converted.

As of December 31, 2023, $284 million of the Notes were outstanding.

We may not have enough available cash or availability under our Credit Facility or be able to obtain financing at the time the Notes mature, which could harm our reputation and affect the trading price of our common stock.

Additional funding may not be available to us on acceptable terms or at all.

Our ability to obtain additional debt will depend on a number of factors, including market conditions, interest rates, our operating performance, our credit rating and lender or investor interest.

If we elect to settle the Notes in shares, then existing stockholders could experience substantial dilution.

Our hedge and warrant transactions may affect the value of the Notes and our common stock.

10 unchanged sentences

We may try to raise additional funds through public or private financings, strategic relationships or other arrangements.

Although our existing Credit Facility limits our ability to incur additional

indebtedness, these restrictions are subject to a number of qualifications and exceptions and may be amended with the consent of our lenders.

Although our existing Credit Facility limits our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and may be amended with the consent of our lenders.

Accordingly, under certain circumstances, we may incur substantial additional debt.

8 unchanged sentences

Although in each of February 2018 and February 2019, our board of directors authorized us to repurchase of up to $100.0 million and $150.0 million shares of our common stock, respectively, we cannot guarantee that the stock repurchase program will be fully consummated or that it will enhance long-term stockholder value.

Our ability to repurchase stock is limited by our Credit Facility.

The program could affect the trading price of our stock and increase volatility, and any announcement of a termination or change of this program may result in a decrease in the trading price of our stock.

In addition, any purchases made under this program may diminish our cash reserves.

There were no repurchases during the year ended December 31, 2023.

During the years ended December 31, 2022 and 2021, we purchased 379,895 and 334,253 shares of our common stock, respectively, for $43.0 million and $40.0 million, respectively.

12 unchanged sentences

Any residual purchase price is recorded as goodwill.

We also estimate the fair value of any contingent consideration.

estimate the fair value of any contingent consideration.

Our estimates of fair value are based upon assumptions believed to be reasonable but which are uncertain and involve significant judgments by management.

14 unchanged sentences

These quarterly adjustments could have a material adverse effect on our results of operations.

During 2021 and 2020, we incurred $(8.2) million and $5.3 million, respectively, of contingent consideration expense due to the change in estimated fair value of the earnout payments.

Unresolved Staff Comments

Not applicable.

During 2021, we incurred $8.2 million of contingent consideration income due to the change in estimated fair value of the earnout payments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors