What changed in this filing

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Item 1. Financial Statements

2025-05-05 compared with 2024-11-04 · 160 added, 307 removed, 436 unchanged (52% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30,

2025 December 31,

1 unchanged sentence

Cash and cash equivalents $ 126,390 $ 106,594

Restricted cash and cash equivalents — 5

Accounts receivable (net of allowance of $ 1,458 and $ 1,407 , respectively)

1 unchanged sentence

Prepaid and other current assets 41,626 34,078

Assets held for sale (Note 6)

Total current assets 254,478 238,462

36 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(in thousands, except per share amounts)

2 unchanged sentences

Cost of revenue (exclusive of depreciation and amortization shown separately below)

9,372 7,570 26,328 30,632

Selling and marketing expense 172,751 108,176

3 unchanged sentences

Amortization of intangibles 1,307 1,489

Goodwill impairment — 38,600 — 38,600

Restructuring and severance 798 23

1 unchanged sentence

Total costs and expenses 246,837 160,589

Operating income (loss) 9,920 ( 33,992 ) 26,686 ( 40,390 )

Operating (loss) income ( 7,109 ) 7,179

Other income (expense), net:

Interest (expense) income, net ( 10,060 ) ( 7,097 ) ( 17,899 ) 10,992

Other expense ( 57,391 ) ( 110,910 ) ( 55,305 ) ( 108,637 )

Loss before income taxes ( 57,531 ) ( 151,999 ) ( 46,518 ) ( 138,035 )

Income tax (expense) benefit ( 447 ) 3,534 ( 2,692 ) 2,912

Net loss and comprehensive loss $ ( 57,978 ) $ ( 148,465 ) $ ( 49,210 ) $ ( 135,123 )

Interest expense, net ( 9,084 ) ( 6,638 )

Other income 1,388 1,034

(Loss) income before income taxes ( 14,805 ) 1,575

Income tax benefit (expense) 2,430 ( 559 )

Net (loss) income and comprehensive (loss) income $ ( 12,375 ) $ 1,016

Weighted average shares outstanding:

1 unchanged sentence

Diluted 13,441 13,276

Net loss per share:

Net (loss) income per share:

Basic $ ( 0.92 ) $ 0.08

15 unchanged sentences

Balance as of March 31, 2025 $ 103,743 16,889 $ 169 $ 1,261,534 $ ( 891,782 ) 3,355 $ ( 266,178 )

Net income and comprehensive income 7,752 — — — 7,752 — —

Non-cash compensation 7,437 — — 7,437 — — —

Issuance of common stock for stock options, employee stock purchase plan, restricted stock awards and restricted stock units, net of withholding taxes ( 884 ) 118 1 ( 885 ) — — —

Balance as of June 30, 2024 $ 145,820 $ 16,695 $ 167 $ 1,240,766 $ ( 828,935 ) 3,355 $ ( 266,178 )

Net loss and comprehensive loss ( 57,978 ) — — — ( 57,978 ) — —

Non-cash compensation 6,859 — — 6,859 — — —

Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes and cancellations ( 445 ) 21 — ( 445 ) — — —

Balance as of September 30, 2024 $ 94,256 16,716 $ 167 $ 1,247,180 $ ( 886,913 ) 3,355 $ ( 266,178 )

Common Stock Treasury Stock

5 unchanged sentences

Balance as of December 31, 2023 $ 124,132 16,397 $ 164 $ 1,227,849 $ ( 837,703 ) 3,355 $ ( 266,178 )

Net income and comprehensive income 13,457 — — — 13,457 — —

Net income and comprehensive loss 1,016 — — — 1,016 — —

Non-cash compensation 7,789 — — 7,789 — — —

Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes ( 1,422 ) 180 2 ( 1,424 ) — — —

Other 1 — — 1 — — —

Balance as of March 31, 2024 $ 131,515 16,577 $ 166 $ 1,234,214 $ ( 836,687 ) 3,355 $ ( 266,178 )

Net loss and comprehensive loss ( 115 ) — — — ( 115 ) — —

Non-cash compensation 10,199 — — 10,199 — — —

Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes 652 59 — 652 — — —

Balance as of June 30, 2023 $ 241,715 16,324 $ 163 $ 1,209,687 $ ( 701,957 ) 3,355 $ ( 266,178 )

Net loss and comprehensive loss ( 148,465 ) — — — ( 148,465 ) — —

Non-cash compensation 9,854 — — 9,854 — — —

Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes ( 485 ) 33 1 ( 486 ) — — —

Balance as of September 30, 2023 $ 102,619 16,357 $ 164 $ 1,219,055 $ ( 850,422 ) 3,355 $ ( 266,178 )

The accompanying notes to consolidated financial statements are an integral part of these statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(in thousands)

Cash flows from operating activities:

Net loss and comprehensive loss $ ( 49,210 ) $ ( 135,123 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net (loss) income and comprehensive (loss) income $ ( 12,375 ) $ 1,016

Adjustments to reconcile net income to net cash provided by operating activities:

Loss on impairments and disposal of assets 254 368

5 unchanged sentences

Amortization of debt issuance costs 473 612

Write-off of previously-capitalized debt issuance costs — 2,373

Amortization of debt discount 103 6

1 unchanged sentence

Gain on settlement of convertible debt ( 266 ) —

Loss on impairment of equity investments 58,376 114,504

Loss on impairment of goodwill — 38,600

Changes in current assets and liabilities:

4 unchanged sentences

Other, net 82 155

Net cash provided by operating activities 46,022 46,692

Net cash (used in) provided by operating activities ( 210 ) 5,708

Cash flows from investing activities:

2 unchanged sentences

Cash flows from financing activities:

Proceeds from term loan 50,000 125,000

Repayment of term loan ( 3,750 ) ( 625 )

1 unchanged sentence

Repurchase of 0.50 % Convertible Senior Notes

( 158,839 ) ( 156,294 )

Net proceeds from term loan 125,000 —

Payment of debt costs ( 4,152 ) ( 1,079 )

Payment of debt issuance costs ( 500 ) ( 4,085 )

Payment of original issue discount — ( 3,125 )

Other financing activities ( 277 ) —

Net cash used in financing activities ( 52,894 ) ( 160,150 )

Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents ( 15,268 ) ( 123,386 )

Net cash provided by financing activities 23,420 115,743

Net increase in cash, cash equivalents, restricted cash and restricted cash equivalents 19,796 118,705

Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 106,594 112,056

9 unchanged sentences

LendingTree operates what it believes to be the leading online consumer platform that connects consumers with the choices they need to be confident in their financial decisions.

The Company offers consumers tools and resources, including free credit scores, that facilitate comparison-shopping for mortgage loans, home equity loans and lines of credit, auto loans, credit cards, deposit accounts, personal loans, student loans, small business loans, insurance quotes, sales of insurance policies, and other related offerings.

The Company offers consumers tools and resources, including free credit scores, that facilitate comparison-shopping for mortgage loans, home equity loans and lines of credit, auto loans, credit cards, deposit accounts, personal loans, small business loans, insurance quotes, sales of insurance policies, and other related offerings.

The Company primarily seeks to match in-market consumers with multiple providers on its marketplace who can provide them with competing quotes for loans, deposit products, insurance, or other related offerings they are seeking.

3 unchanged sentences

Basis of Presentation

The accompanying unaudited interim consolidated financial statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023, respectively, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S.

The accompanying unaudited interim consolidated financial statements as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

In the opinion of management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the Company's financial position for the periods presented.

The results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or any other period.

The results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or any other period.

The accompanying consolidated balance sheet as of December 31, 2024 was derived from audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”).

18 unchanged sentences

These assumptions and estimates may change as new events occur and additional information is obtained.

If economic conditions worsen, such future changes may have an adverse impact on the Company's results of operations, financial position and liquidity.

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

economic conditions worsen, such future changes may have an adverse impact on the Company's results of operations, financial position and liquidity.

Certain Risks and Concentrations

LendingTree's business is subject to certain risks and concentrations including dependence on third-party technology providers, exposure to risks associated with online commerce security and fraud.

Financial instruments, which potentially subject the Company to concentration of credit risk at September 30, 2024, consist primarily of cash and cash equivalents and accounts receivable, as disclosed in the consolidated balance sheet.

Financial instruments, which potentially subject the Company to concentration of credit risk at March 31, 2025, consist primarily of cash and cash equivalents and accounts receivable, as disclosed in the consolidated balance sheet.

Cash and cash equivalents are in excess of Federal Deposit Insurance Corporation insurance limits, but are maintained with quality financial institutions of high credit.

8 unchanged sentences

Litigation settlements and contingencies consists of expenses related to actual or anticipated litigation settlements.

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2023-07 which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

This ASU is effective for annual periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024.

Early adoption is permitted, including adoption in interim periods.

An entity should adopt the guidance as of the beginning of the earliest period presented.

The Company is evaluating the impact this ASU will have on its consolidated financial statements.

The Company adopted this ASU on December 31, 2024.

See Note 14—Segment Information for further information.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 which expands annual disclosure requirements for income taxes, primarily through disclosure about disaggregated information about an entity's effective tax rate reconciliation and information on income taxes paid.

2 unchanged sentences

The Company is evaluating the impact this ASU will have on its consolidated financial statements and whether to early adopt.

In November 2024, the FASB issued ASU 2024-03 which requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions.

This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses.

The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted, including adoption in interim periods.

The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.

LENDINGTREE, INC.

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Home $ 37,019 $ 30,443

3 unchanged sentences

Insurance 146,652 85,872

Other 2 9 6 66

Total revenue $ 239,728 $ 167,768

6 unchanged sentences

The Company's contractual right to the match fee consideration is contemporaneous with the satisfaction of the performance obligation to deliver a loan request to the customer.

Revenue from Consumer products is generated by match and other upfront fees for clicks or call transfers, as well as from closing fees, approval fees and upfront service and subscription fees.

Closing fees are derived from lenders on certain auto loans, business loans, personal loans, and student loans when the lender funds a loan with the consumer.

Revenue from Consumer products is generated by match and other upfront fees for clicks or call transfers, as well as from closing fees and approval fees.

Closing fees are derived from lenders on certain auto loans, business loans and personal loans when the lender funds a loan with the consumer.

Approval fees are derived from credit card issuers when the credit card consumer receives card approval from the credit card issuer.

Upfront service fees and subscription fees were derived from consumers in the Company's credit services product.

Upfront fees paid by consumers were recognized as revenue over the estimated time the consumer was expected to remain a customer and receive services.

Subscription fees were recognized over the period a consumer was receiving services.

As of the second quarter of 2023, the Company discontinued providing its credit services product to consumers and no longer receives upfront or subscription fees.

The Company recognizes revenue on closing fees and approval fees at the point when a loan request or a credit card consumer is delivered to the customer.

6 unchanged sentences

The Company's contractual right to the match fee consideration is contemporaneous with the satisfaction of the performance obligation to deliver a consumer request to the customer.

The contract asset recorded within prepaid and other current assets on the consolidated balance sheets related to estimated variable consideration was $ 18.6 million and $ 13.7 million at September 30, 2024 and December 31, 2023, respectively.

The contract asset recorded within prepaid and other current assets on the consolidated balance sheets related to estimated variable consideration was $ 23.4 million and $ 20.5 million at March 31, 2025 and December 31, 2024, respectively.

Revenue recognized in any reporting period includes estimated variable consideration for which the Company has satisfied the related performance obligations but are still pending the occurrence or non-occurrence of a future event outside the Company's control (such as lenders providing loans to consumers or credit card approvals of consumers) before the Company has a contractual right to payment.

The Company recognizes increases or decreases to such revenue from prior periods.

There was an increase of $ 0.2 million in the first quarter of 2025 and an increase of $ 0.3 million in the first quarter of 2024.

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As the contract liability was in the Ovation business that closed during 2023, there was no contract liability at December 31, 2023.

During the first nine months of 2023, the Company recognized revenue of $ 0.9 million, that was included in the contract liability balance at December 31, 2022.

The Company recognizes increases or decreases to such revenue from prior periods.

There was an increase of $ 0.2 million in the third quarter of 2024, and there was a decrease of $ 0.1 million in the third quarter of 2023.

NOTE 4— CASH AND RESTRICTED CASH

Total cash, cash equivalents, restricted cash and restricted cash equivalents consist of the following (in thousands) :

September 30,

2024 December 31,

Cash and cash equivalents $ 96,788 $ 112,051

Restricted cash and cash equivalents — 5

Total cash, cash equivalents, restricted cash and restricted cash equivalents $ 96,788 $ 112,056

NOTE 4— ALLOWANCE FOR DOUBTFUL ACCOUNTS

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Balance, beginning of the period $ 1,407 $ 2,222

2 unchanged sentences

Recoveries collected 16 —

Assets held for sale

Balance, end of the period $ 1,458 $ 2,026

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5— GOODWILL AND INTANGIBLE ASSETS

The balance of goodwill, net and intangible assets, net is as follows (in thousands) :

September 30,

2025 December 31,

6 unchanged sentences

Goodwill and Indefinite-Lived Intangible Assets

The Company's goodwill at each of September 30, 2024 and December 31, 2023 consisted of $ 59.3 million associated with the Home segment, $ 166.1 million associated with the Consumer segment, and $ 156.1 million associated with the Insurance segment.

During the third quarter of 2023, the Company concluded that a triggering event had occurred related to its goodwill and an interim quantitative impairment test was performed as of September 30, 2023.

During the third quarter of 2023, the Company’s market capitalization fell below its book value.

Additionally, the Home reporting unit continued to struggle due to the effects of the significant increases in mortgage rates, low for-sale home inventories and the rise in home prices.

The Insurance reporting unit continued to see pressure due to the consumer price inflation negatively impacting carrier underwriting.

Upon completing a quantitative goodwill impairment test, the Company concluded that the carrying value of the Insurance reporting unit exceeded its fair value which resulted in a goodwill impairment charge of $ 38.6 million in the third quarter of 2023.

The fair value of the Home and Consumer reporting units exceeded their carrying amounts, indicating no goodwill impairment.

The Company will monitor the recovery of the Insurance reporting unit and Home reporting unit.

Any changes in the timing of the recovery compared to current expectations could cause an impairment to the Insurance or Home reporting unit.

The Company's goodwill at each of March 31, 2025 and December 31, 2024 consisted of $ 59.3 million associated with the Home segment, $ 166.1 million associated with the Consumer segment, and $ 156.1 million associated with the Insurance segment.

The Company monitors each of the reporting units and the impact of business or economic changes on the fair value of the reporting unit.

Changes in the timing of the recovery of the mortgage business, inflation, interest rates and other changes in current expectations could cause an impairment to the Insurance, Mortgage, or Consumer reporting units.

Intangible assets with indefinite lives relate to the Company's trademarks.

4 unchanged sentences

Customer lists 69,700 ( 37,866 ) 31,834

Balance at September 30, 2024 $ 76,100 $ ( 40,044 ) $ 36,056

Balance at March 31, 2025 $ 69,700 $ ( 37,866 ) $ 31,834

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cost Accumulated

1 unchanged sentence

Customer lists $ 69,700 $ ( 36,559 ) $ 33,141

Trademarks and tradenames 1,300 ( 1,278 ) 22

Balance at December 31, 2024 $ 69,700 $ ( 36,559 ) $ 33,141

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Amortization of intangible assets with definite lives is computed on a straight-line basis and, based on balances as of September 30, 2024, future amortization is estimated to be as follows (in thousands) :

Amortization of intangible assets with definite lives is computed on a straight-line basis and, based on balances as of March 31, 2025, future amortization is estimated to be as follows (in thousands) :

Amortization Expense

6 unchanged sentences

Total intangible assets with definite lives, net $ 31,834

NOTE 7— EQUITY INVESTMENT

The Company's equity investments do not have a readily determinable fair value and, upon acquisition, the Company elected the measurement alternative to value its investments.

Accordingly, the equity investments will be carried at cost less impairment, if any, and subsequently measured to fair value upon observable price changes in an orderly transaction for the identical or similar investments.

Additionally, if a qualitative assessment identifies impairment indicators, then the equity investments must be evaluated for impairment and written down to its fair value, if it is determined that the fair value is less than the carrying value.

Any gains or losses are included within other income (expense) in the consolidated statements of operations and comprehensive income.

In the third quarter of 2024, the Company was informed that Stash executed a term sheet for additional funding.

As a result, the Company determined there was an impairment indicator related to its Stash investment.

The Company determined the fair value by predominately modeling its value of the investment based on the new funding terms.

Based on the valuation of the Stash investment, the Company determined the estimated fair value was below the carrying value of the investment and recorded an impairment charge of $ 43.4 million.

In the third quarter of 2024, the Company determined there was an impairment indicator related to its EarnUp investment and recorded an impairment charge of $ 15.0 million.

In the third quarter of 2023, the Company determined there was an impairment indicator related to its Stash investment and performed a valuation of the investment.

Based on the valuation, the Company determined the estimated fair value was below the carrying value of the investment and recorded an impairment charge of $ 113.1 million.

In the second quarter of 2023, the Company recorded an impairment charge of $ 1.4 million on one of its investments in equity securities.

NOTE 6— ASSETS HELD FOR SALE

In the first quarter of 2025, the Company approved a plan to sell its corporate aircraft.

The aircraft is expected to be sold during 2025 to an unrelated third party.

The carrying value of the asset group is $ 1.2 million (net of $ 1.6 million of accumulated depreciation) and is classified as a current asset held for sale in the consolidated balance sheet as of March 31, 2025.

The aircraft relates to property, plant and equipment.

NOTE 7— ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (in thousands) :

September 30,

2025 December 31,

4 unchanged sentences

Current lease liabilities 5,924 5,799

Accrued contingencies 19,071 3,868

Other 5,529 5,649

Total accrued expenses and other current liabilities $ 100,470 $ 107,185

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8— SHAREHOLDERS' EQUITY

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Weighted average basic common shares 13,441 13,100

2 unchanged sentences

Weighted average diluted common shares 13,441 13,276

For the third quarter and first nine months of 2024, the Company was in a net loss position and, as a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share, because the impact would have been anti-dilutive.

Accordingly, the weighted average basic shares outstanding was used to compute loss per share.

Approximately 0.2 million shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the third quarter and first nine months of 2024, because their inclusion would have been anti-dilutive.

For the third quarter of 2024, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 0.9 million shares of common stock and 0.1 million restricted stock units.

For the first nine months of 2024, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 0.9 million shares of common stock and 0.1 million restricted stock units.

For the third quarter and first nine months of 2023, the Company was in a net loss position and, as a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share, because the impact would have been anti-dilutive.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the first quarter of 2025, the Company was in a net loss position and, as a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share, because the impact would have been anti-dilutive.

Accordingly, the weighted average basic shares outstanding was used to compute loss per share.

An immaterial amount of shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the third quarter and first nine months of 2023 because their inclusion would have been anti-dilutive.

For the third quarter of 2023, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 1.2 million shares of common stock and 0.5 million restricted stock units.

For the first nine months of 2023, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 1.2 million shares of common stock and 0.5 million restricted stock units.

The convertible notes and the warrants issued by the Company could be converted into the Company’s common stock, subject to certain contingencies.

Approximately 0.2 million shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the first quarter of 2025, because their inclusion would have been anti-dilutive.

For the first quarter of 2025 the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 0.9 million shares of common stock and an immaterial amount of restricted stock units.

For the first quarter of 2024, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 1.0 million shares of common stock and 0.3 million restricted stock units.

The convertible notes and the warrants issued by the Company could be converted or exercised, respectively, for the Company’s common stock, subject to certain contingencies.

See Note 11—Debt for additional information.

Approximately 0.3 million and 0.6 million shares in the third quarter and first nine months of 2024, and approximately 0.8 million and 1.2 million shares in the third quarter and first nine months of 2023, respectively, associated with the 0.50 % Convertible Senior Notes due July 15, 2025 were excluded from the calculation of diluted income (loss) per share because their inclusion would have been anti-dilutive.

Shares of the Company's common stock associated with the warrants issued by the Company in 2020 were excluded from the calculation of diluted income (loss) per share for the third quarter and first nine months of 2024 and the third quarter and first nine months of 2023 as they were anti-dilutive since the strike price of the warrants was greater than the average market price of the Company's common stock during the relevant periods.

The if-converted method is used for diluted net income per share calculation of our convertible notes.

Approximately 0.3 million shares related to the potentially dilutive shares of the Company's common stock associated with the 0.50 % Convertible Senior Notes due July 15, 2025 were excluded from the calculation of diluted loss per share for the first quarter of 2025 because their inclusion would have been anti-dilutive.

Approximately 0.6 million shares related to the potentially dilutive shares of the Company's common stock associated with the 0.50 % Convertible Senior Notes due July 15, 2025 for the first quarter of 2024 were excluded from the calculation of diluted income per share because their inclusion would have been anti-dilutive.

Shares of the Company's stock associated with the warrants issued by the Company in 2020 were excluded from the calculation of diluted loss per share for the first quarter of 2025 and for the first quarter of 2024, as they were anti-dilutive because the strike price of the warrants was greater than the average market price of the Company's common stock during the relevant periods.

Equity Distribution Agreement

In July 2024, the Company entered into an Equity Distribution Agreement in connection with the establishment of an ATM Equity Program (as defined in the 2024 Term Loan (as defined herein) agreement) under which the Company may sell up to an aggregate of $ 50.0 million of shares of the Company's common stock.

No sales were made under the Equity Distribution Agreement during the three months ended September 30, 2024.

No sales were made under the Equity Distribution Agreement during the three months ended March 31, 2025.

Common Stock Repurchases

The Company has a plan authorized for the repurchase of LendingTree's common stock.

During the first nine months of 2024 and 2023, the Company did no t repurchase shares of its common stock.

At September 30, 2024, approximately $ 96.7 million of the previous authorizations to repurchase common stock remain available.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During the first quarter of 2025 and the first quarter of 2024, the Company did no t repurchase shares of its common stock.

At March 31, 2025, approximately $ 96.7 million of the previous authorizations to repurchase common stock remain available.

NOTE 9— STOCK-BASED COMPENSATION

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Cost of revenue $ ( 30 ) $ 95

4 unchanged sentences

Total non-cash compensation $ 9,927 $ 7,789

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock Options

7 unchanged sentences

Forfeited — —

Expired ( 98,876 ) 193.70

Options outstanding at September 30, 2024 375,946 225.04 5.79 $ 151

Options exercisable at September 30, 2024 289,625 $ 217.78 5.58 $ 151

(a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $ 58.03 on the last trading day of the quarter ended September 30, 2024 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on September 30, 2024.

Options outstanding at March 31, 2025 371,386 226.17 5.35 $ —

Options exercisable at March 31, 2025 329,434 $ 216.77 5.31 $ —

(a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $ 50.27 on the last trading day of the quarter ended March 31, 2025 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on March 31, 2025.

The intrinsic value changes based on the market value of the Company's common stock.

9 unchanged sentences

Expired ( 217,643 ) 300.00

Options outstanding at September 30, 2024 699,312 227.74 3.89 $ —

Options exercisable at September 30, 2024 481,669 $ 195.10 2.85 $ —

Options outstanding at March 31, 2025 481,669 195.10 2.35 $ —

Options exercisable at March 31, 2025 481,669 $ 195.10 2.35 $ —

The intrinsic value changes based on the market value of the Company's common stock.

As of March 31, 2025, no additional performance-based nonqualified stock options with a market condition had been earned or remain available to be earned.

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The intrinsic value changes based on the market value of the Company's common stock.

As of September 30, 2024, a maximum of 363,464 shares may be earned for achieving superior performance up to 167 % of the remaining unvested target number of shares.

As of September 30, 2024, no additional performance-based nonqualified stock options with a market condition had been earned.

Restricted Stock Units

5 unchanged sentences

Forfeited ( 10,551 ) 45.01

Nonvested at September 30, 2024 576,419 $ 46.76

Nonvested at March 31, 2025 837,166 $ 41.73

Restricted Stock Units with Market Conditions

A summary of changes in outstanding nonvested RSUs with performance conditions is as follows:

RSUs with Market Conditions (a)

RSUs with Market Conditions

Number of Units Weighted Average Grant Date Fair Value

Nonvested at January 1, 2025 46,000 $ 35.24

Granted 69,000 35.83

Vested ( 23,000 ) 37.02

100,000 34.11

Forfeited — —

Nonvested at September 30, 2024 46,000 $ 35.24

(a) During the nine months ended September 30, 2024, the Company granted RSUs with market conditions that will vest if the Company's 45 trading day average closing stock prices equals or exceeds certain price hurdles ($ 41.17 , $ 52.94 and $ 64.70 ) during the performance period of March 1, 2024 to March 1, 2028.

Nonvested at March 31, 2025 146,000 $ 34.46

(a) During the three months ended March 31, 2025, the Company granted RSUs with market conditions that will vest if the Company's 90 trading day average closing stock prices equals or exceeds certain price hurdles ($ 60.00 , $ 75.00 and $ 90.00 ) during the performance period of March 10, 2025 to March 10, 2029.

Upon achievement of each price hurdle, one-half of the awards will vest immediately, and the other half of the awards will vest on the first anniversary of the achievement date.

For purposes of determining stock-based compensation expense, the weighted average grant date fair value per share of the RSUs with market conditions was estimated using the Monte Carlo simulation model, which requires the use of various key assumptions.

Three Months Ended

Expected term (1)

4.00 years 5.00 years

Expected volatility (2)

74.09 % 68.06 %

Risk-free interest rate (3)

3.91 % 4.13 %

Expected dividend (4)

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(1) The expected term of RSUs with market conditions granted was calculated using a four-year performance period plus one year to account for the time-based vesting requirement.

(1) The expected term of RSUs with market conditions granted was calculated using the respective performance period plus any time-based vesting requirement.

(2) The expected volatility rate is based on the historical volatility of the Company's common stock.

2 unchanged sentences

Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(4) For all RSUs with market conditions granted, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate.

1 unchanged sentence

In 2021, the Company implemented an employee stock purchase plan (“ESPP”) under which a total of 262,731 shares of the Company's common stock were reserved for issuance.

As of September 30, 2024, 134,412 shares of common stock were available for issuance under the ESPP.

As of March 31, 2025, 116,574 shares of common stock were available for issuance under the ESPP.

The ESPP is a tax-qualified plan under Section 423 of the Internal Revenue Code.

1 unchanged sentence

The offering periods and purchase periods are typically six-month periods ending on June 30 and December 31 of each year.

During the nine months ended September 30, 2024, 27,852 shares were issued under the ESPP.

During the nine months ended September 30, 2024 and 2023, the Company granted employee stock purchase rights to certain employees with a grant date fair value per share of $ 12.68 and $ 8.53 , respectively, calculated using the Black-Scholes option pricing model.

No shares were issued under the ESPP during the three months ended March 31, 2025.

During the three months ended March 31, 2025 and 2024, the Company granted employee stock purchase rights to certain employees with a grant date fair value per share of $ 13.70 and $ 11.27 , respectively, calculated using the Black-Scholes option pricing model.

For purposes of determining stock-based compensation expense, the grant date fair value per share estimated using the Black-Scholes option pricing model required the use of the following key assumptions:

Nine Months Ended

September 30,

Three Months Ended

Expected term (1)

4 unchanged sentences

4.24 % 5.28 %

4.76 - 5.50 %

(1) The expected term was calculated using the time period between the grant date and the purchase date.

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(in thousands, except percentages)

Income tax (expense) benefit $ ( 447 ) $ 3,534 $ ( 2,692 ) $ 2,912

Income tax benefit (expense) $ 2,430 $ ( 559 )

Effective tax rate 16.4 % 35.5 %

For the third quarter and first nine months of 2024, and the third quarter and first nine months of 2023 the effective tax rate varied from the federal statutory rate of 21 % primarily due to the change in the valuation allowance, net of the current period change in tax effected net indefinite-lived intangibles.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the first quarter of 2025 and the first quarter of 2024, the effective tax rate varied from the federal statutory rate of 21 % primarily due to the change in the valuation allowance, net of the current period change in tax effected net indefinite-lived intangibles.

NOTE 11— DEBT

2 unchanged sentences

The 2025 Notes bear interest at a rate of 0.50 % per year, payable semi-annually on January 15 and July 15 of each year, beginning on January 15, 2021.

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

The 2025 Notes will mature on July 15,

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2025, unless earlier repurchased, redeemed or converted.

The initial conversion rate of the 2025 Notes is 2.1683 shares of the Company's common stock per $1,000 principal amount of 2025 Notes (which is equivalent to an initial conversion price of approximately $ 461.19 per share).

In the second quarter of 2024, the Company repurchased approximately $ 161.3 million in principal amount of the 2025 Notes for $ 151.7 million plus accrued and unpaid interest of approximately $ 0.3 million.

As a result of the repurchase, the Company recognized a gain on the extinguishment of $ 9.6 million and a loss on the write-off of unamortized debt issuance costs of $ 1.0 million, both of which are included in interest (expense) income, net in the consolidated statements of operations and comprehensive income.

In the third quarter of 2024, the Company repurchased approximately $ 7.6 million in principal amount of the 2025 Notes for $ 7.2 million.

As a result of the repurchase, the Company recognized a gain on the extinguishment of $ 0.5 million and an immaterial loss on the write-off of unamortized debt issuance costs, both of which are included in interest income/expense, net in the consolidated statements of operations and comprehensive income.

In the first quarter of 2023, the Company repurchased approximately $ 190.6 million in principal amount of its 2025 Notes, through individual privately-negotiated transactions with certain holders of the 2025 Notes, for $ 156.3 million in cash plus accrued and unpaid interest of approximately $ 0.1 million.

In the fourth quarter of 2023, the Company repurchased approximately $ 100.2 million in principal amount of its 2025 Notes, through privately-negotiated transactions with certain holders of the 2025 Notes, for $ 81.2 million in cash plus accrued and unpaid interest of approximately $ 0.2 million.

During the year ended December 31, 2023, the Company recognized a gain on the extinguishment of debt of $ 53.3 million, a loss on the write-off of unamortized debt issuance costs of $ 3.2 million and incurred debt repayment costs of $ 1.6 million, all of which are included in interest (expense) income, net in the consolidated statements of operations and comprehensive income.

Holders of the 2025 Notes were not entitled to convert the 2025 Notes during the calendar quarter ended September 30, 2024 as the last reported sale price of the Company's common stock, for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on June 30, 2024, was not greater than or equal to 130 % of the conversion price of the 2025 Notes on each applicable trading day.

In the first nine months of 2024, the Company recorded interest expense on the 2025 Notes of $ 1.6 million which consisted of $ 0.8 million associated with the 0.50 % coupon rate and $ 0.8 million associated with the amortization of the debt issuance costs.

In the first nine months of 2023, the Company recorded interest expense on the 2025 Notes of $ 3.3 million which consisted of $ 1.6 million associated with the 0.50 % coupon rate and $ 1.7 million associated with the amortization of the debt issuance costs.

As of September 30, 2024, the fair value of the 2025 Notes was estimated to be approximately $ 109.0 million using the Level 1 observable input of the last quoted market price on September 30, 2024.

A summary of the gross carrying amount, debt issuance costs, and net carrying value of the 2025 Notes, all of which was recorded as a current liability in the September 30, 2024 consolidated balance sheet, are as follows (in thousands) :

September 30,

In the first quarter of 2025, the Company repurchased approximately $ 20.0 million of its 2025 Notes, through individual privately-negotiated transactions with certain holders of the 2025 Notes, for $ 19.7 million in cash plus an immaterial amount of accrued and unpaid interest.

The repurchase resulted in a $ 0.3 million gain on the extinguishment of debt which is included in interest expense, net in the consolidated statement of operations and comprehensive income.

During 2023 and 2024, the Company repurchased $ 459.7 million in principal amount of the 2025 Notes.

The remaining balance outstanding on the 2025 Notes as of March 31, 2025 is $ 95.3 million and will mature in July 2025.

Holders of the 2025 Notes were not entitled to convert the 2025 Notes during the calendar quarter ended March 31, 2025 as the last reported sale price of the Company's common stock, for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on December 31, 2024, was not greater than or equal to 130 % of the conversion price of the 2025 Notes on each applicable trading day.

Under the terms of the 2025 Notes, on or after March 13, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2025 Notes, holders of the 2025 Notes may convert all or a portion of their 2025 Notes regardless of the foregoing conditions.

There have been no conversions in the first quarter of 2025.

In the first three months of 2025, the Company recorded interest expense on the 2025 Notes of $ 0.2 million which consisted of $ 0.1 million associated with the 0.50 % coupon rate and $ 0.1 million associated with the amortization of the debt issuance costs.

In the first three months of 2024, the Company recorded interest expense on the 2025 Notes of $ 0.8 million which consisted of $ 0.4 million associated with the 0.50 % coupon rate and $ 0.4 million associated with the amortization of the debt issuance costs.

As of March 31, 2025, the fair value of the 2025 Notes is estimated to be approximately $ 90.7 million using the Level 1 observable input of the last quoted market price on March 31, 2025.

A summary of the gross carrying amount, debt issuance costs, and net carrying value of the 2025 Notes, all of which is recorded as a current liability in the March 31, 2025 consolidated balance sheet, are as follows (in thousands) :

2025 December 31,

2 unchanged sentences

Net carrying amount $ 95,160 $ 114,976

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company intends to use cash on hand and future cash flows from operations for the repayment of the $ 95.3 million outstanding principal amount of its 2025 Notes.

Convertible Note Hedge and Warrant Transactions

4 unchanged sentences

The 2020 Hedge transactions will expire upon the maturity of the 2025 Notes.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On July 24, 2020, the Company sold to the counterparties, warrants (the “2020 Warrants”) to acquire 1.2 million shares of the Company's common stock at an initial strike price of $ 709.52 per share, which represents a premium of 100 % over the last reported sale price of the common stock of $ 354.76 on July 21, 2020.

If the market price per share of the common stock, as measured under the terms of the 2020 Warrants, exceeds the strike price of the 2020 Warrants, the 2020 Warrants could have a dilutive effect, unless the Company elects, subject to certain conditions, to settle the 2020 Warrants in cash.

In connection with the repurchases of the 2025 Notes noted above, the Company entered into agreements with the counterparties for the 2020 Hedge and 2020 Warrants transactions to terminate the respective portions of these call spread transactions effective as of each settlement date in notional amounts corresponding to the principal amount of the 2025 Notes repurchased.

Subsequent to such termination, the outstanding portion of the 2020 Hedge covers 0.3 million shares of the Company's common stock and 2020 Warrants to acquire 0.3 million shares of the Company's common stock remain outstanding.

As of March 31, 2025, the outstanding portion of the 2020 Hedge covers 0.2 million shares of the Company's common stock and the 2020 Warrants to acquire 0.2 million shares of the Company's common stock remain outstanding.

2021 Credit Facility

On September 15, 2021, the Company entered into a credit agreement (the “Credit Agreement”), consisting of a $ 200.0 million revolving credit facility (the “Revolving Facility”), which matures on September 15, 2026, and a $ 250.0 million delayed draw term loan facility (the “2021 Term Loan” and together with the Revolving Facility, the “Credit Facility”), which matures on September 15, 2028.

As of September 30, 2024, the Company had $ 244.4 million of borrowings outstanding under the 2021 Term Loan bearing interest at the SOFR option rate of 9.0 % and had no borrowings under the Revolving Facility.

As of March 31, 2025, the Company had $ 243.1 million of borrowings outstanding under the 2021 Term Loan bearing interest at the SOFR option rate of 8.4 % and had no borrowings under the Revolving Facility.

As of December 31, 2024, the Company had $ 243.8 million of borrowings outstanding under the 2021 Term Loan and no borrowings under the Revolving Facility.

As of September 30, 2024, borrowings of $ 2.5 million under the 2021 Term Loan are recorded as current portion of long-term debt on the consolidated balance sheet.

At December 31, 2023, the Company had outstanding one letter of credit issued in the amount of $ 0.2 million.

The Company was in compliance with all covenants at September 30, 2024.

In the first nine months of 2024, the Company recorded interest expense related to its Revolving Facility of $ 1.3 million which consisted of $ 0.6 million in unused commitment fees and $ 0.7 million associated with the amortization of the debt issuance costs.

In the first nine months of 2024, the Company recorded interest expense related to the 2021 Term Loan of $ 17.3 million associated with borrowings bearing interest at the SOFR rate.

In the first nine months of 2023, the Company recorded interest expense related to its Revolving Facility of $ 1.1 million which consisted of $ 0.4 million in unused commitment fees and $ 0.7 million associated with the amortization of the debt issuance costs.

In the first nine months of 2023, the Company recorded interest expense related to the 2021 Term Loan of $ 16.4 million associated with borrowings bearing interest at the LIBO rate during the first six months of 2023 and the SOFR option rate in the third quarter of 2023.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of March 31, 2025, borrowings of $ 2.5 million under the 2021 Term Loan are recorded as current portion of long-term debt on the consolidated balance sheet.

The Company was in compliance with all covenants at March 31, 2025.

In the first three months of 2025, the Company recorded interest expense related to its Revolving Facility of $ 0.5 million which consisted of $ 0.3 million in unused commitment fees and $ 0.2 million associated with the amortization of the debt issuance costs.

In the first three months of 2025, the Company recorded interest expense related to the 2021 Term Loan of $ 5.1 million associated with borrowings bearing interest at the SOFR option rate.

In the first three months of 2024, the Company recorded interest expense related to its Revolving Facility of $ 0.4 million which consisted of $ 0.2 million in unused commitment fees and $ 0.2 million associated with the amortization of the debt issuance costs.

In the first three months of 2024, the Company recorded interest expense related to the 2021 Term Loan of $5.7 million associated with borrowings bearing interest at the SOFR option rate.

2024 Term Loan

On March 27, 2024, the Company entered into a $ 175.0 million first lien term loan facility (the “2024 Term Loan”), which matures on March 27, 2031.

The Company drew $ 125.0 million of the 2024 Term Loan upon closing while the remaining $ 50.0 million will be available as a delayed draw term loan until March 27, 2025.

The proceeds of the 2024 Term Loan made on March 27, 2024 were used to pay fees and expenses incurred in connection with the closing of the 2024 Term Loan and delayed draw term loan, and will be used for working capital and general corporate purposes, which may include repayment of the 2025 Notes.

As of September 30, 2024, the Company had $ 118.8 million borrowings outstanding under the 2024 Term Loan bearing interest at the SOFR rate of 10.6 %.

As of September 30, 2024, borrowings of $ 9.4 million under the 2024 Term Loan are recorded as current portion of long-term debt on the consolidated balance sheet.

The 2024 Term Loan is pre-payable at par, after 12 months of call protection (during which time prepayment would be at 101 % of par), or with respect to prepayments made with respect to a change of control, at 101 % of par, and carries a seven-year term.

The Company's borrowings under the 2024 Term Loan bear interest at annual rates at (i) a SOFR rate on a daily basis applicable for an interest period of one month and (ii) 5.75 %, with the opportunity for a one-time 25 basis point step-down at a gross first lien leverage ratio less than or equal to 3.75 x after six fiscal quarters from the date of closing.

The 2024 Term Loan has certain financial covenants which are tested on a quarterly basis.

The covenants include a requirement for the Company to maintain a minimum cash balance of $ 40.0 million as of the last day of any fiscal quarter (or subject to certain conditions an average cash balance of $ 40.0 million based on the average cash balance as of the last day of each week during a fiscal quarter) and a minimum Consolidated EBITDA (as such term is defined in the 2024 Term Loan agreement dated as of March 27, 2024) based on the applicable quarter.

The Company was in compliance with all covenants at September 30, 2024.

In addition, the 2024 Term Loan contains mandatory prepayment events, affirmative and negative covenants and events of default customary for a transaction of this type.

The covenants, among other things, restrict additional indebtedness, liens, mergers or certain fundamental changes, asset dispositions, dividends and other restricted payments, transactions with affiliates, loans and investments and other matters customarily restricted in agreements of this type, all subject to certain exceptions.

In addition, the Company filed an ATM Shelf Registration (as defined in the 2024 Term Loan agreement) with the SEC in the third quarter of 2024.

In the event of a default in the minimum Consolidated EBITDA (as defined in the 2024 Term Loan agreement) covenant, the Company is required to utilize the ATM Equity Program (as defined in the 2024 Term Loan agreement) to sell common stock and use the proceeds to cure the event of default in the minimum Consolidated EBITDA covenant.

Additionally, the Company may use the ATM Equity Program to maintain the $ 40.0 million minimum cash balance requirement in the 2024 Term Loan.

The Company is required to make mandatory prepayments of the outstanding principal amount of loans under the 2024 Term Loan with the net cash proceeds from certain disposition of assets and the receipt of insurance proceeds upon certain casualty and condemnation events, in each case, to the extent not reinvested within a specified time period, from excess cash flow beyond stated threshold amounts, and from the incurrence of certain indebtedness.

The 2024 Term Loan includes customary events of default, that include among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control, and certain material ERISA events.

The occurrence of a default could result in the acceleration of the obligations under the facility.

As security for its obligations under the facility, the Company granted a security interest to substantially all of the Company’s assets and the assets of its material subsidiaries, subject to certain exceptions.

With respect to the 2024 Term Loan, the Company incurred financing costs of $ 7.4 million upon closing consisting of $ 2.8 million of debt issuance costs and $ 3.1 million of original issue discount associated with the initial $ 125.0 million borrowing which are being amortized to interest expense over the life of the 2024 Term Loan and $ 1.5 million of debt issuance costs associated with the $ 50.0 million delayed draw term loan which are being deferred until the funds are drawn.

Additionally, the Company is required to pay an unused commitment fee quarterly in arrears in an amount equal to 1.50 % per annum on the amount of the undrawn portion of the delayed draw term loan commitments under the 2024 Term Loan.

In the first nine months of 2024, the Company recorded interest expense related to the 2024 Term Loan of $ 8.0 million which consisted of $ 7.2 million associated with borrowings bearing interest at the SOFR rate, $ 0.4 million associated with

The Company drew $ 125.0 million of the 2024 Term Loan upon closing and drew the remaining $ 50.0 million delayed draw term loan on March 27, 2025.

The Company incurred fees of $ 0.5 million in the first quarter of 2025 in connection with the $ 50.0 million delayed draw.

As of March 31, 2025, the Company had $ 162.5 million borrowings outstanding under the 2024 Term Loan bearing interest based on the SOFR rate of 10.07 %.

As of December 31, 2024, the Company had $ 115.6 million of borrowings outstanding under the 2024 Term Loan.

As of March 31, 2025, borrowings of $ 8.8 million under the 2024 Term Loan are recorded as current portion of long-term debt on the consolidated balance sheet.

The Company was in compliance with all covenants at March 31, 2025.

In the first three months of 2025, the Company recorded interest expense related to the 2024 Term Loan of $ 3.4 million which consisted of $ 3.0 million associated with borrowings bearing interest based on the SOFR rate, $ 0.2 million associated with unused commitment fees, $ 0.1 million associated with the amortization of debt issuance costs, and $ 0.1 million associated with the accretion of the original issue discount.

In the first three months of 2024, the Company recorded interest expense related to the 2024 Term Loan of $ 0.2 million which consisted of $ 0.2 million associated with borrowings bearing interest based on the SOFR rate and immaterial amounts associated with unused commitment fees, the amortization of debt issuance costs, and accretion of the original issue discount.

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

unused commitment fees, $ 0.2 million associated with the amortization of debt issuance costs, and $ 0.2 million associated with the accretion of the original issue discount.

A summary of the gross carrying amount, debt issuance costs, original issue discount, and net carrying value of the 2024 Term Loan in the September 30, 2024 consolidated balance sheet, are as follows (in thousands):

September 30,

A summary of the gross carrying amount, debt issuance costs, original issue discount, and net carrying value of the 2024 Term Loan in the March 31, 2025 consolidated balance sheet, are as follows (in thousands) :

Current Portion

12 unchanged sentences

With respect to the matters disclosed in this Note 12, unless otherwise indicated, the Company is unable to estimate the possible loss or range of losses that could potentially result from the application of such non-monetary remedies.

As of September 30, 2024 and December 31, 2023, the Company had litigation settlement accruals of $ 4.3 million and $ 0.6 million, respectively.

The litigation settlement accruals relate to litigation matters that were either settled, a firm offer for settlement was extended or an estimated settlement range has been determined, thereby establishing an accrual amount that is both probable and reasonably estimable.

In the ordinary course of business, we are party to litigation involving property, contract, intellectual property and a variety of other claims.

The amounts that may be incurred in such matters may be subject to insurance coverage.

As of March 31, 2025 and December 31, 2024, the Company had litigation settlement accruals of $ 19.1 million and $ 3.9 million, respectively.

The litigation settlement accruals relate to litigation matters that were either settled or a firm offer for settlement was extended or an estimated settlement range has been determined, thereby establishing an accrual amount that is both probable and reasonably estimable.

Legal Matters

On or about October 29, 2019, Joseph Mantha filed a class action lawsuit against QuoteWizard.com, LLC alleging claims in violation of the Telephone Consumer Protection Act.

On August 16, 2024, the U.S.

District Court of Massachusetts granted the plaintiff’s motion to certify a class.

A trial date has been set for November of 2025.

The Company participated in a mediation in April 2025 and reached a preliminary agreement on the terms of settlement.

The settlement is not final and is subject to approval by the court.

An estimated liability of $ 19.0 million for this matter is included in the accompanying consolidated balance sheet as of March 31, 2025.

The settlement is payable in three equal installments, with the first payment due in the fourth quarter of 2025, the second payment due in the first quarter of 2026 and the final payment due in the second quarter of 2026.

NOTE 13— FAIR VALUE MEASUREMENTS

Other than the convertible notes and warrants, as well as the equity interests, the carrying amounts of the Company's financial instruments are equal to fair value at September 30, 2024.

Other than the convertible notes and warrants, and the equity investments, the carrying amounts of the Company's financial instruments are equal to fair value at March 31, 2025.

See Note 11—Debt for additional information on the convertible notes and warrants.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14— SEGMENT INFORMATION

1 unchanged sentence

Home, Consumer, and Insurance.

Characteristics which were relied upon in making the determination of the reportable segments include the nature of the products, the organization's internal structure, and the information that is regularly reviewed by the chief operating decision maker for the purpose of assessing performance and allocating resources.

Characteristics which were relied upon in making the determination of the reportable segments include the nature of the products, the organization's internal structure, and the information that is regularly reviewed by the chief operating decision maker, the Company's Chief Executive Officer, for the purpose of assessing performance and allocating resources.

The Home segment includes the following products:

1 unchanged sentence

The Consumer segment includes the following products:

credit cards, personal loans, small business loans, student loans, auto loans, deposit accounts, and other credit products such as credit repair and debt settlement.

The credit repair business was closed at the end of the second quarter of 2023.

credit cards, personal loans, small business loans, student loans, auto loans, deposit accounts, and other credit products.

The Company ceased offering its student loan product in the first quarter of 2025.

The Insurance segment consists of insurance quote products and sales of insurance policies in the agency businesses.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables are a reconciliation of segment profit, which is the Company's primary segment profitability measure, to income before income taxes.

1 unchanged sentence

This measure excludes overhead, fixed costs and personnel-related expenses.

Three Months Ended September 30, 2024

Home Consumer Insurance Other Total

(in thousands)

Revenue $ 32,248 $ 59,474 $ 169,065 $ 2 $ 260,789

Segment marketing expense 22,993 31,491 127,622 45 182,151

Segment profit (loss) 9,255 27,983 41,443 ( 43 ) 78,638

Cost of revenue 9,372

Brand and other marketing expense 11,391

General and administrative expense 26,680

Product development 11,190

Depreciation 4,584

Amortization of intangibles 1,466

Restructuring and severance 273

Litigation settlements and contingencies 3,762

Operating income 9,920

Interest expense, net ( 10,060 )

Other expense ( 57,391 )

Loss before income taxes $ ( 57,531 )

Three Months Ended September 30, 2023

Three Months Ended March 31, 2025

Home Consumer Insurance Other Total

9 unchanged sentences

Amortization of intangibles 1,307

Goodwill impairment 38,600

Restructuring and severance 798

2 unchanged sentences

Interest expense, net ( 9,084 )

Other expense ( 110,910 )

Other income 1,388

Loss before income taxes $ ( 14,805 )

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2024

Home Consumer Insurance Other Total

2 unchanged sentences

Segment marketing expense 20,833 24,011 52,423 ( 21 ) 97,246

Segment profit (loss) 28,154 82,335 111,257 ( 98 ) 221,648

Segment profit 9,610 27,440 33,449 23 70,522

Cost of revenue 8,545

8 unchanged sentences

Interest expense, net ( 6,638 )

Other expense ( 55,305 )

Loss before income taxes $ ( 46,518 )

Nine Months Ended September 30, 2023

Home Consumer Insurance Other Total

(in thousands)

Revenue $ 118,628 $ 229,439 $ 190,016 $ 66 $ 538,149

Segment marketing expense 78,878 119,466 111,754 516 310,614

Segment profit (loss) 39,750 109,973 78,262 ( 450 ) 227,535

Cost of revenue 30,632

Brand and other marketing expense 39,806

General and administrative expense 92,223

Product development 36,096

Depreciation 14,239

Amortization of intangibles 6,012

Goodwill impairment 38,600

Restructuring and severance 9,967

Litigation settlements and contingencies 350

Operating loss ( 40,390 )

Interest income, net 10,992

Other expense ( 108,637 )

Loss before income taxes $ ( 138,035 )

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 16— RESTRUCTURING ACTIVITIES

During September 2023, the Company completed workforce reductions of 14 employees.

The Company incurred approximately $ 0.9 million in severance charges in connection with the workforce reductions, consisting of cash expenditures for employee separation costs of approximately $ 0.7 million in the third quarter of 2023 and non-cash charges due to the accelerated vesting of certain equity awards of approximately $ 0.2 million through the fourth quarter of 2023.

The cash payments were completed by the third quarter of 2024.

On April 6, 2023, the Company made the decision to close the Ovation credit services business ( the "Ovation Closure".) The Ovation Closure included the elimination of approximately 197 employees, or 18 % of the Company's workforce.

As a result of the Ovation Closure, the Company incurred $ 2.1 million in restructuring expense in connection with cash expenditures for employee separation costs.

In connection with the Ovation Closure, in the first quarter of 2023, the Company recorded asset impairment charges of $ 4.2 million, of which $ 2.1 million related to intangible assets, $ 1.7 million related to property and equipment, and $ 0.4 million related to an operating lease right-of-use asset.

The cash payments for the Ovation Closure were completed in the first quarter of 2024.

On March 24, 2023, the Company committed to a workforce reduction plan (the “Reduction Plan”), to reduce operating costs.

The Reduction Plan included the elimination of approximately 162 employees, or 13 % of the Company’s workforce.

As a result of the Reduction Plan, the Company incurred approximately $ 5.3 million in severance charges in connection with the workforce reduction, consisting of cash expenditures for employee separation costs of approximately $ 4.3 million and non-cash charges for the accelerated vesting of certain equity awards of approximately $ 1.0 million.

The Company incurred restructuring expense of $ 4.3 million in the first quarter of 2023 and an additional $ 1.0 million of restructuring expense in the second quarter of 2023 related to the Reduction Plan.

The Reduction Plan, including cash payments, was completed by the end of the third quarter of 2024.

Accrued Balance at December 31, 2023

Income Statement Impact Payments Accrued Balance at September 30, 2024

Q3 2023 action

Employee separation payments $ 254 $ ( 7 ) $ ( 247 ) $ —

Q2 2023 action

Employee separation payments 34 4 ( 38 ) —

Q1 2023 action

Employee separation payments 421 15 ( 436 ) —

$ 709 $ 12 $ ( 721 ) $ —

Other income 1,034

Income before income taxes $ 1,575

The CODM does not review information on segment assets and as such, no segment asset information is reported herein.

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-Q

Item 1. Financial Statements