What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-05 compared with 2024-11-04 · 155 added, 209 removed, 232 unchanged (61% of the section changed)

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We operate what we believe to be the leading online consumer platform that connects consumers with the choices they need to be confident in their financial decisions.

We offer 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.

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

We also serve as a valued partner to lenders and other providers seeking an efficient, scalable and flexible source of customer acquisition with directly measurable benefits, by matching the consumer inquiries we generate with these providers.

Our Spring TM platform offers a personalized comparison-shopping experience, financial health advice and credit simulations by providing free credit scores and credit score analysis.

Our online consumer platform provides consumers with access to product offerings from our Network Partners, including 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.

In addition, we offer consumers tools and resources, including free credit scores, that facilitate comparison shopping for loans, deposit products, insurance, and other offerings.

We seek to match to match consumers with multiple providers, who can provide them competing quotes for the product(s) they are seeking.

Our Spring platform offers a personalized comparison-shopping experience, financial health advice and credit simulations by providing free credit scores and credit score analysis.

This authenticated and secure platform enables us to monitor consumers' credit profiles, identify and alert them to changes in their financial health, and to recommend loans and other offerings on our marketplace that may be more favorable than the terms they may have at a given point in time.

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We intend to capitalize on our expertise in performance marketing, product development and technology by leveraging the widespread recognition of the LendingTree brand.

We believe the consumer and small business financial services industry is in the middle stages of a fundamental shift to online product offerings, similar to the shift that started in retail and travel many years ago and is now well established.

We believe the consumer and insurance industries are in the middle stages of a fundamental shift to online product offerings, similar to the shift that started in retail and travel many years ago and is now well established.

We believe that like retail and travel, as consumers continue to move towards online shopping and transactions for financial services, suppliers will increasingly shift their product offerings and advertising budgets toward the online channel.

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“Risk Factors” of our 2024 Annual Report for additional information.

During 2024, the challenging interest rate environment and inflationary pressures have continued to present challenges for many of our mortgage lending partners.

In our Home segment, mortgage rates decreased slightly in the third quarter of 2024 compared to the fourth quarter of 2023, but more than doubled compared to the low rates seen in the third quarter of 2021.

During the first quarter of 2025, the challenging interest rate environment and inflationary pressures have continued to present challenges for many of our mortgage lending partners.

In our Home segment, mortgage rates have remained relatively consistent in the first quarter of 2025 compared to the fourth quarter of 2024 and the first quarter of 2024, but nearly doubled compared to the first quarter of 2022.

The increased mortgage rates continue to cause reduced refinance volumes and continue to put pressure on purchase activity.

In our Insurance segment, demand from our carrier partners has increased significantly and we continue to be optimistic about the remainder of 2024.

In our Insurance segment, demand from our carrier partners remain at relatively elevated levels and we continue to be optimistic about 2025.

Segment Reporting

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Recent Mortgage Interest Rate Trends

Interest rate and market risks can be substantial in the mortgage lead generation business.

Interest rate and market risks are substantial in the mortgage lead generation business.

Short-term fluctuations in mortgage interest rates primarily affect consumer demand for mortgage refinancings, while long-term fluctuations in mortgage interest rates, coupled with the U.S.

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Consumer demand, in turn, affects lender demand for mortgage leads from third-party sources, as well as our own ability to attract online consumers to our website.

Typically, when interest rates decline, we see increased consumer demand for mortgage refinancing, which in turn leads to increased traffic to our website and decreased selling and marketing efforts associated with that traffic.

Typically, when interest rates decline, we see increased consumer demand for mortgage refinancings, which in turn leads to increased traffic to our website and decreased selling and marketing efforts associated with that traffic.

At the same time, lender demand for leads from third-party sources typically decreases, as there are more consumers in the marketplace seeking refinancings and, accordingly, lenders receive more organic mortgage lead volume.

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We dynamically adjust selling and marketing expenditures in all interest rate environments to optimize our results against these variables.

According to Freddie Mac, the monthly average 30-year mortgage interest rates decreased from a monthly average of 6.82% in December 2023 to a monthly average of 6.18% in September 2024.

On a quarterly basis, 30-year mortgage interest rates in the third quarter of 2024 averaged 6.51%, compared to 7.04% in the third quarter of 2023 and 7.29% in the fourth quarter of 2023.

According to Freddie Mac, the monthly average 30-year mortgage interest rates decreased from 6.72% in December 2024 to 6.65% in March 2025.

On a quarterly basis, 30-year mortgage interest rates increased in the first quarter of 2025 to an average 6.82%, from 6.65% in the fourth quarter of 2024.

The quarterly average was up slightly in the first quarter of 2025 compared to 6.75% in the first quarter of 2024.

Typically, as mortgage interest rates rise, there are fewer consumers in the marketplace seeking refinancings and, accordingly, the mix of mortgage origination dollars will move toward purchase mortgages.

According to Mortgage Bankers Association (“MBA”) data, total refinance origination dollars increased to 25% of total mortgage origination dollars in the third quarter of 2024 compared to 15% in the fourth quarter of 2023 and 14% in the third quarter of 2023.

In the third quarter of 2024, total refinance origination dollars increased 135% from the fourth quarter of 2023 and increased 118% from the third quarter of 2023.

Industry-wide mortgage origination dollars in the third quarter of 2024 increased 35% from the fourth quarter of 2023 and increased 21% from third quarter of 2023.

According to Mortgage Bankers Association (“MBA”) data, total refinance origination dollars decreased to 29% of total mortgage origination dollars in the first quarter of 2025 compared to 38% in the fourth quarter of 2024 and increased from 23% in the first quarter of 2024.

In the first quarter of 2025, total refinance origination dollars decreased 41% from the fourth quarter of 2024 and increased 30% from the first quarter of 2024.

Industry-wide mortgage origination dollars in the first quarter of 2025 decreased 22% from the fourth quarter of 2024, but increased 2% from first quarter of 2024.

According to MBA projections, the mix of mortgage origination dollars is expected to continue to be weighted towards purchase mortgages with the refinance share representing approximately 33% for 2025 compared to 28% in 2024.

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Conversely, a weaker real estate market will typically lead to an increase in lender demand, as there are fewer consumers in the marketplace seeking mortgages.

According to Fannie Mae data, existing home sales increased approximately 1% in the third quarter of 2024 compared to the fourth quarter of 2023, and decreased approximately 2% compared to the third quarter of 2023.

Fannie Mae predicts an overall decrease in existing-home sales of approximately 1% in 2024 compared to 2023.

We consider certain metrics related to LendingTree Spring TM ("Spring") set forth below to help us evaluate our business and growth trends and assess operational efficiencies.

According to Fannie Mae data, existing home sales increased 1% in the first quarter of 2025 compared to the fourth quarter of 2024, and increased 1% compared to the first quarter of 2024.

Fannie Mae predicts an overall increase in existing-home sales of approximately 3.1% in 2025 compared to 2024.

We consider certain metrics related to LendingTree Spring ("Spring") set forth below to help us evaluate our business and growth trends and assess operational efficiencies.

We believe our Spring platform drives repeat user engagement resulting in lower acquisition costs and increases consumer lifetime value.

The calculation of the metrics discussed below may differ from other similarly titled metrics used by other companies, securities analysts or investors.

We added 1.2 million net new users in the third quarter of 2024, bringing cumulative active users to 30.7 million as of September 30, 2024.

We added 0.8 million new users in the first quarter of 2025, bringing cumulative sign-ups to 32.1 million at March 31, 2025.

We calculate the number of Spring users at a period end as the number of users that had an active account at any point during the quarter that includes the period end date.

Users that deactivated their accounts prior to the most recent quarter are no longer considered in the user base at the end of the most recent quarter.

We attribute approximately $5.8 million of revenue, or 2% of total revenue, in the third quarter of 2024 to registered Spring users who initiated their transaction from the Spring platform.

During the third quarter of 2024, approximately 0.3 million Spring users initiated a transaction from the Spring platform that contributed to revenue.

Cost Reductions and Simplification of Business

On March 24, 2023, we committed to a workforce reduction plan (the “Reduction Plan”), to reduce operating costs, which included the elimination of approximately 13% of our workforce.

As a result of the Reduction Plan, we incurred approximately $5.3 million in severance charges in connection with the workforce reduction, $4.3 million of which was incurred in the first quarter of 2023 and $1.0 million was incurred in the second quarter of 2023.

Part of this Reduction Plan included the shut down of our LendingTree customer call center as well as our Medicare insurance agency operations within QuoteWizard.

We estimate the Reduction Plan reduced annual compensation expense by approximately $14 million, comprised of $2 million in cost of revenue, $4 million in selling and marketing expense, $3 million in general and administrative expense, and $5 million in product development.

Separately, in 2023, we made the decision to close our Ovation credit services business, an asset group within our Consumer segment, by mid- 2023.

As a result, we recorded an asset impairment charge of $4.2 million in the first quarter of 2023 related to the write-off of certain long-term assets.

Additionally, we incurred $2.1 million in severance charges in the second quarter of 2023 in connection with cash expenditures for employee separation costs.

We acquired Ovation in 2018 to better serve those customers who come to LendingTree and receive suboptimal offers of credit.

The business grew for a number of years before running into challenges in the wake of COVID-19, and more recently the industry has faced increased regulatory pressure.

The business was capital-intensive, required elevated overhead, and future prospects were becoming uncertain.

The Ovation business accounted for approximately 3% of total revenue and 3% of total costs and expenses, with an immaterial impact to net income on the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2022.

Our revenue and earnings may fluctuate from time to time as a result of changes to federal, state, and industry-based laws and regulations, or changes to standards concerning the enforcement thereof.

On January 26, 2024, the U.S.

Federal Communications Commission (the “FCC”) published regulations which, among other things, amend the consent requirements of the Telephone Consumer Protection Act of 1991 to close what the FCC refers to as the “lead generator loophole” by requiring “one-to-one consent” for outbound telemarketing calls or texts made using an automatic telephone dialing system or pre-recorded or artificial voice messages to wireless or residential numbers.

The new “one-to-one consent” rule is scheduled to take effect on January 27, 2025.

Although it remains unclear how these changes may ultimately be interpreted by courts or further revised by regulators, we anticipate that the required changes could have an adverse impact on the market for financial product and insurance quote requests and will require us and our third-party sources to modify our marketing practices and policies.

While we have been proactively working to enhance our due diligence, contractual requirements, and oversight of lead generators, and will continue to analyze our marketing practices and policies and update as appropriate to mitigate the impact on our business and to ensure continuing compliance with the new rules, it is not possible to ensure that all lead generators and employees will comply with our policies and procedures at all times, which may result in potential litigation and regulatory exposure.

Results of Operations for the Three and Nine Months ended September 30, 2024 and 2023

We attribute approximately $3.7 million of revenue, or 2% of total revenue, in the first quarter of 2025 to registered Spring users who initiated their transaction from the Spring platform.

During the first quarter of 2025, approximately 0.2 million Spring users initiated a transaction from the Spring platform that contributed to revenue.

Debt Activity

In March 2025, we drew $50.0 million on our 2024 Term Loan (as defined below) delayed draw facility and incurred fees of $0.5 million associated with the borrowing.

Additionally, we repurchased $20.0 million in principal amount of our 0.50% Convertible Senior Notes due July 15, 2025 ("2025 Notes"), through individual privately-negotiated transactions with certain holders of such notes, for approximately $19.7 million in cash plus accrued and unpaid interest.

Results of Operations for the Three Months ended March 31, 2025 and 2024

Our discussion within Revenue provides the details of consolidated revenue by segment and significant products.

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In Segment Profit, we provide a discussion of the business within each segment, addressing both Company and market impacts on the profitability of each segment in addition to a discussion of segment margin.

Three Months Ended September 30, Nine Months Ended September 30,

Change 2024 2023 $

Three Months Ended March 31,

(Dollars in thousands)

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Amortization of intangibles 1,307 1,489 (182) (12) %

Goodwill impairment — 38,600 (38,600) (100) % — 38,600 (38,600) (100) %

Restructuring and severance 798 23 775 3,370 %

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Total costs and expenses 246,837 160,589 86,248 54 %

Operating income (loss) 9,920 (33,992) 43,912 129 % 26,686 (40,390) 67,076 166 %

Operating (loss) income (7,109) 7,179 (14,288) (199) %

Other income (expense), net:

Interest (expense) income, net (10,060) (7,097) (2,963) (42) % (17,899) 10,992 (28,891) (263) %

Other expense (57,391) (110,910) 53,519 48 % (55,305) (108,637) 53,332 49 %

Loss before income taxes (57,531) (151,999) 94,468 62 % (46,518) (138,035) 91,517 66 %

Income tax (expense) benefit (447) 3,534 3,981 113 % (2,692) 2,912 5,604 192 %

Net loss and comprehensive loss $ (57,978) $ (148,465) $ 90,487 61 % $ (49,210) $ (135,123) $ 85,913 64 %

Revenue increased in the third quarter and first nine months of 2024 compared to the third quarter and first nine months of 2023 due to increases in our Insurance segment partially offset by decreases in our Home and Consumer segments.

Interest expense, net (9,084) (6,638) 2,446 37 %

Other income 1,388 1,034 354 34 %

(Loss) income before income taxes (14,805) 1,575 (16,380) (1,040) %

Income tax benefit (expense) 2,430 (559) (2,989) (535) %

Net (loss) income and comprehensive (loss) income $ (12,375) $ 1,016 $ (13,391) (1,318) %

Revenue increased in the first quarter of 2025 compared to the first quarter of 2024 due to increases in our Insurance, Home and Consumer segments.

Revenue from our Insurance segment increased $60.8 million, or 71%, to $146.7 million in the first quarter of 2025 from $85.9 million in the first quarter of 2024.

The increase in revenue was due to a 41% increase in revenue earned per consumer, representing $34.8 million of the increase and a 22% increase in volume, representing $26.0 million of the increase.

We measure volume for insurance product as the number of consumer request forms and in certain cases of re-engagement with a consumer, the number of subsequent consumer engagements through our platform.

Our Home segment includes the following products:

purchase mortgage, refinance mortgage, and home equity loans and lines of credit.

Revenue from our Home segment increased $6.6 million, or 22%, in the first quarter of 2025 from the first quarter of 2024 due to increases in revenue from our home equity loans and mortgage products.

Revenue from our home equity loans and lines of credit product increased $5.0 million, or 24%, to $25.8 million in the first quarter of 2025 from $20.8 million in the first quarter of 2024.

The increase in revenue was due to a 50% increase in volume,

representing an increase of $8.6 million, partially offset by a 17% decrease in revenue earner per consumer, representing a decrease of $3.6 million.

We measure volume for our home equity loans and lines of credit as the number of consumers completing request forms.

Revenue from our mortgage products increased $1.6 million, or 16%, to $11.2 million in the first quarter of 2025 from $9.6 million in the first quarter of 2024.

The increase in revenue was due to our refinance mortgage product which increased $1.6 million in the first quarter of 2025 compared to the first quarter of 2024 due to increases in the number of consumers completing request forms and an increase in revenue earned per consumer.

While we experienced a slight increase in mortgage revenue, increased mortgage rates continue to cause reduced refinance volumes and continue to put pressure on purchase activity.

We measure volume for our mortgage products as the number of consumers completing request forms.

Our 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.

Many of our Consumer segment products are not individually significant to revenue.

Revenue from our Consumer segment decreased $7.8 million, or 12%, in the third quarter of 2024 from the third quarter of 2023 primarily due to a decrease in credit cards, partially offset by increases in business loans and personal loans.

Revenue from our Consumer segment decreased $62.6 million, or 27%, in the first nine months of 2024 from the first nine months of 2023 primarily due to decreases in each of our consumer products, primarily our credit cards and other credit products.

Revenue from our personal loans product increased $1.3 million, or 5%, to $27.8 million in the third quarter of 2024 from $26.5 million in the third quarter of 2023.

The increase in revenue was due to a 31% increase in volume, representing $6.5 million , partially offset by a 20% decrease in revenue earned per consumer, representing $5.2 million.

Revenue from our personal loans product decreased $3.4 million, or 4%, to $74.9 million in the first nine months of 2024 from $78.3 million in the first nine months of 2023.

The decrease in revenue was due to an 18% decrease in revenue earned per consumer, representing $14.0 million of the decrease, partially offset by a 16% increase in volume, representing $10.6 million of an increase.

Revenue from our Consumer segment increased $4.6 million, or 9%, in the first quarter of 2025 from the first quarter of 2024 primarily due to increases in our personal loans and small business loans products, partially offset by decreases in our credit cards and other credit products.

Revenue from our personal loans product increased $3.3 million, or 16%, to $23.4 million in the first quarter of 2025 from $20.1 million in the first quarter of 2024.

The increase in revenue was due to a 36% increase in volume, representing $6.2 million of an increase, partially offset by a 14% decrease in revenue earned per consumer, representing $2.9 million of a decrease.

We measure volume for our personal loans product as the number of unique consumers completing request forms.

For the current periods, no other products in our Consumer segment represented more than 10% of revenue;

For the periods presented, no other products in our Consumer segment represented more than 10% of revenue;

however, certain other Consumer products experienced notable changes.

Revenue from our credit cards product decreased $8.5 million, or 58%, in the third quarter of 2024 compared to the third quarter of 2023 and decreased $34.6 million, or 64%, in the first nine months of 2024 compared to the first nine months of 2023 due to a decrease in volume and revenue earned per click.

We measure volume for our credit cards product as the number of consumers clicking through to a card issuer.

Revenue from our small business loans product increased $3.7 million, or 32%, in the third quarter of 2024 compared to the third quarter of 2023 primarily due to an increase in revenue earned per consumer.

Revenue from our other credit products decreased $12.4 million, or 46%, in the first nine months of 2024 compared to the first nine months of 2023 due to the closure of our Ovation credit services business at the end of the second quarter of 2023.

Revenue from our deposits product decreased $6.2 million or 45%, in the first nine months of 2024 compared to the first nine months of 2023 due to a decrease in volume and revenue earned per consumer.

Our Home se gment includes the following products:

purchase mortgage, refinance mortgage, and home equity loans and lines of credit.

Revenue from our Home segment decreased $1.1 million, or 3%, in the third quarter of 2024 from the third quarter of 2023 primarily due to a decrease in mortgage products partially offset by an increase in our home equity loans product, and decreased $23.8 million, or 20%, in the first nine months of 2024 from the first nine months of 2023 due to decreases in revenue from each of our Home products.

Revenue from our mortgage products decreased $2.1 million, or 16%, to $11.2 million in the third quarter of 2024 from $13.3 million in the third quarter of 2023.

The decrease in revenue was due to a 12% decrease in volume, representing $1.6 million of the decrease, and a 4% decrease in revenue earned per consumer, representing $0.5 million of the decrease.

Revenue from our mortgage products decreased $18.5 million, or 37%, to $31.1 million in the first nine months of 2024 from $49.5 million in the first nine months of 2023.

The decrease in revenue was due to a 30% decrease in volume, representing $13.4 million of the decrease, and a 10% decrease in revenue earned per consumer, representing $5.1 million of the decrease.

We measure volume for our mortgage products as the number of consumers completing request forms.

Revenue from our purchase mortgage product decreased $10.8 million in the first nine months of 2024 compared to the first nine months of 2023 primarily due to a decrease in the number of consumers completing request forms and a decrease in revenue earned per consumer.

Revenue from our refinance mortgage product decreased $7.7 million in the first nine months of 2024 compared to the first nine months of 2023 due to a decrease in the number of consumers completing request forms and a decrease in revenue earned per consumer, as interest rates have risen.

Revenue from our home equity loans product decreased $5.3 million, or 8%, to $63.8 million in the first nine months of 2024 from $69.1 million in the first nine months of 2023.

The decrease in revenue was due to a 19% decrease in revenue earned per consumer, representing $13.3 million of the decrease, partially offset by a 14% increase in volume, representing a $8.0 million increase.

We measure volume for our home equity loans and lines of credit products as the number of consumers completing request forms.

Revenue from our Insurance segment increased $114.5 million, or 210%, to $169.1 million in the third quarter of 2024 from $54.5 million in the third quarter of 2023.

The increase in revenue was due to a 107% increase in revenue earned per consumer, representing $58.1 million of the increase, and a 50% increase in volume, representing $56.4 million of the increase.

Revenue from our Insurance segment increased $187.0 million, or 98%, to $377.0 million in the first nine months of 2024 from $190.0 million in the first nine months of 2023.

The increase in revenue was due to a 54% increase in revenue earned per consumer, representing $102.3 million of the increase, and a 29% increase in volume, representing $84.7 million of the

We measure volume for our insurance product as the number of consumer request forms and in certain cases re-engagement with a consumer, the number of such subsequent consumer engagements through our platform.

Revenue from small business increased $6.4 million, or 48%, in the first quarter of 2025 compared to the first quarter of 2024 due increases in the number of consumers completing request forms and in revenue earned per consumer.

Revenue from credit cards decreased $3.7 million, or 48%, in the first quarter of 2025 compared to the first quarter of 2024 primarily due to decreases in the number of consumer clicks and revenue earned per click.

Revenue from other credit products decreased $1.2 million, or 31%, in the first quarter of 2025 compared to the first quarter of 2024 due to a decrease in revenue earned per consumer.

Cost of revenue

Cost of revenue consists primarily of costs associated with compensation and other employee-related costs (including stock-based compensation) relating to internally-operated customer call centers, third-party customer call center fees, credit scoring fees, credit card fees, website network hosting, and server fees.

Cost of revenue increased $1.8 million in the third quarter of 2024 from the third quarter of 2023 primarily due to increases in direct costs associated with credit scoring and credit card fees, and compensation and benefits.

Cost of revenue decreased $4.3 million in the first nine months of 2024 from the first nine months of 2023 primarily due to a decrease in compensation and benefits of $3.9 million.

The decreases in the first nine months are primarily due to the Reduction Plan at the end of the first quarter of 2023, including shutting down the LendingTree customer call center, and the closure of the credit repair business at the end of the second quarter of 2023.

Cost of revenue as a percentage of revenue decreased to 4% in the third quarter of 2024 compared to 5% in the third quarter of 2023, and decreased to 4% in the first nine months of 2024 compared to 6% in the first nine months of 2023.

Cost of revenue increased in the first quarter of 2025 from the first quarter of 2024 by $1.4 million, primarily due to an increase in compensation and benefits of $0.9 million.

Cost of revenue as a percentage of revenue decreased to 4% in the first quarter of 2025 compared to 5% in the first quarter of 2024.

Selling and marketing expense

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Advertising production costs are expensed in the period the related ad is first run.

Selling and marketing expense increased in the third quarter of 2024 compared to the third quarter 2023 by $96.3 million, and increased $99.7 million in the first nine months of 2024 compared to the first nine months of 2023 primarily due to the changes in advertising and promotional expense discussed below.

Additionally, compensation and benefits decreased $3.7 million in the first nine months of 2024 compared to the first nine months of 2023.

Selling and marketing expense increased in the first quarter of 2025 compared to the first quarter 2024 by $64.6 million primarily due to the changes in advertising and promotional expense discussed below.

Additionally, compensation and benefits increased $0.9 million in the first quarter of 2025 compared to the first quarter 2024.

Advertising and promotional expense is the largest component of selling and marketing expense, and is comprised of the following:

Three Months Ended September 30, Nine Months Ended September 30,

Change 2024 2023 $

Three Months Ended March 31,

(Dollars in thousands)

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This relationship exists for our Home, Consumer, and Insurance segments.

We adjusted our advertising expenditures in the third quarter and first nine months of 2024 compared to the third quarter and first nine months of 2023 in response to changes in Network Partner demand on our marketplace.

We adjusted our advertising expenditures in the first quarter of 2025 compared to the first quarter of 2024 in response to changes in Network Partner demand on our marketplace.

We will continue to adjust selling and marketing expenditures dynamically in response to anticipated revenue opportunities.

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General and administrative expense consists primarily of compensation and other employee-related costs (including stock-based compensation) for personnel engaged in finance, legal, tax, corporate information technology, human resources and executive management functions, as well as facilities and infrastructure costs and fees for professional services.

General and administrative expense remained relatively consistent in the third quarter of 2024 from the third quarter of 2023.

General and administrative expense decreased in the first nine months of 2024 from the first nine months of 2023 primarily due to a decrease in compensation and benefits of $5.5 million, a decrease in fees and other charges of $1.5 million and a decrease in facilities expenses of $1.5 million.

Additionally, we incurred a $4.2 million loss on the impairment of assets for our Ovation business in the first nine months of 2023.

General and administrative expense as a percentage of revenue decreased to 10% in the third quarter of 2024 compared to 17% in the third quarter of 2023, and decreased to 12% in the first nine months of 2024 compared to 17% in the first nine months of 2023.

General and administrative expense increased $4.9 million in the first quarter of 2025 compared to the first quarter of 2024.

Compensation and benefits increased in the first quarter of 2025 compared to the first quarter of 2024 by $4.8 million, primarily due to an increase in non-cash compensation of $3.0 million.

For additional information, see Note—9-Stock-Based Compensation in the notes to the consolidated financial statements included elsewhere in this report.

Non-cash compensation expense is excluded from Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”), as discussed below.

General and administrative expense as a percentage of revenue in the first quarter of 2025 was 13% compared to 15% for the first quarter of 2024.

Product development

Product development expense consists primarily of compensation and other employee-related costs (including stock-based compensation) and third-party labor costs that are not capitalized, for employees and consultants engaged in the design, development, testing and enhancement of technology.

Product development expense remained consistent in the third quarter of 2024 compared to the third quarter of 2023.

Product development expense decreased in the first nine months of 2024 compared to the first nine months of 2023 primarily due to the Reduction Plan at the end of the first quarter of 2023.

We continued to invest in internal development of new and enhanced features, functionality and business opportunities that we believe will enable us to better and more fully serve consumers and Network Partners.

Amortization of intangibles

The decrease in amortization of intangibles in the third quarter and first nine months of 2024 compared to the third quarter and first nine months of 2023 was primarily due to certain intangible assets associated with our recent business acquisitions becoming fully amortized.

Goodwill impairment

In the third quarter of 2023, we incurred a goodwill impairment charge of $38.6 million in our Insurance reporting unit.

See Note 6 - Goodwill and Intangible Assets, in Part I.

Item 1 Financial Statements, for additional information.

Restructuring and severance

During September 2023, we completed workforce reductions of 14 employees.

We 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 for 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 March 24, 2023, we committed to the Reduction Plan to reduce operating costs, which included the elimination of approximately 13% of our workforce.

As a result of the Reduction Plan, we 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.

We 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.

We made the decision to close the Ovation credit services business by mid-2023 and all operations ceased in August 2023.

We incurred $2.1 million of restructuring expense related to the Ovation closure in the second quarter of 2023 in connection with cash expenditures for employee separation costs.

Interest (expense) income

In March 2024, we drew $125.0 million on a first lien term loan facility and incurred $3.8 million and $8.0 million of interest expense in the third quarter of 2024 and first nine months of 2024, respectively.

In the third quarter of 2024, we repurchased approximately $7.6 million in principal amount of our 0.50% Convertible Senior Notes due July 15, 2025 (the "2025 Notes") for $7.2 million.

As a result of the repurchase, we 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 (expense) income, net in the consolidated statements of operations and comprehensive income.

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

As a result of the repurchase, we 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 first quarter of 2023, we repurchased approximately $190.6 million in principal amount of our 2025 Notes for $156.3 million plus accrued and unpaid interest of approximately $0.1 million.

As a result of the repurchase, we recognized a gain on the extinguishment of $34.3 million, a loss on the write-off of unamortized debt issuance costs of $2.4 million, and incurred debt repayment costs of $1.0 million, all of which are included in interest (expense) income, net in the consolidated statements of operations and comprehensive income.

See Note 12—Debt, in Part I.

Item 1 Financial Statements, for additional information.

Other expense

In the third quarter of 2024, we incurred impairment charges of $58.4 million related to two investments in equity securities.

In the third quarter of 2023, we incurred an impairment charge of $113.1 million related to an investment in equity securities.

See Note 7 - Equity Investment, in Part I.

Item 1 Financial Statements, for additional information.

Income tax expense

For the third quarter and first nine months of 2024 and 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.

Product development expense remained consistent in the first quarter of 2025 compared to the first quarter of 2024 as we continued to invest in internal development of new and enhanced features, functionality and business opportunities that we believe will enable us to better and more fully serve consumers and Network Partners.

Litigation Settlements and Contingencies

In the first quarter of 2025, we incurred $15.2 million of expenses for litigation contingencies due to the Mantha litigation.

See Note 12—Contingencies in the notes to the consolidated financial statements for additional information on litigation matters.

Interest expense, net

In March 2024 and March 2025, we drew $125.0 million and $50.0 million, respectively, on the 2024 Term Loan and incurred $3.4 million of interest expense in the first quarter of 2025 as a result of the 2024 Term Loan.

In the first quarter of 2025, we repurchased approximately $20.0 million in principal amount of our 0.50% Convertible Senior Notes due July 15, 2025 (the "2025 Notes") for $19.7 million plus accrued and unpaid interest.

As a result of the repurchase, we recognized a gain on the extinguishment of $0.3 million, which is included in interest expense, net in the consolidated statement of operations and comprehensive income.

See Note 11—Debt for additional information.

Other income primarily consists of dividend income.

Income tax benefit (expense)

For the first quarter of 2025 and 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.

Segment Profit

Three Months Ended September 30, Nine Months Ended September 30,

Change 2024 2023 $

Three Months Ended March 31,

(Dollars in thousands)

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36 (21) 57 271 %

Other (43) (12) (31) (258) % (98) (450) 352 78 %

Segment profit (12) 23 (35) (152) %

Revenue 239,728 167,768 71,960 43 %

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See Note 14—Segment Information in the notes to the consolidated financial statements for additional information on segments and a reconciliation of segment profit to pre-tax income.

Home segment revenue decreased 3% to $32.2 million in the third quarter of 2024 from the third quarter of 2023 and segment profit decreased 18% to $9.3 million in the third quarter of 2024 from the third quarter of 2023.

Segment margin declined to 29% in the third quarter of 2024 compared to 34% in the third quarter of 2023, primarily due to a decline in revenue earned per consumer, due to a decline in close rates at our lender partners.

Home equity revenue of $21.0 million in the third quarter of 2024 increased $0.9 million from $20.1 million in the third quarter of 2023.

Volume of home equity consumers completing request forms increased 25% in the third quarter of 2024

compared to the third quarter of 2023, however, a 17% decline in revenue earned per consumer partially offset this volume growth.

Within Home, our core mortgage business generated revenue of $11.2 million in the third quarter of 2024, down 16% from the third quarter of 2023.

Revenue in the Home segment increased 22% to $37.0 in the first quarter of 2025 and segment profit increased 37% to $13.1 million in the first quarter of 2025 compared to the first quarter of 2024.

Segment margin increased to 36% in the first quarter of 2025 compared to 32% in the first quarter of 2024, primarily due to a change in product mix.

Home equity revenue of $25.8 million in the first quarter of 2025 increased $5.0 million from $20.8 million in the first quarter of 2024.

Our outlook for home equity remains positive.

According to TransUnion, at the end of 2024 total tappable home equity in the U.S.

was $20.9 trillion, up 3% compared to 2023 and an increase of 63% since the end of 2017.

The historically high level of home equity drove 10% loan origination growth in the fourth quarter of 2024 compared to the fourth quarter of 2023, as measured by number of new accounts.

Within Home, our core mortgage business generated revenue of $11.2 million in the first quarter of 2025, up 16% from the first quarter of 2024.

Our refinance product within our mortgage business matches consumers in the market looking to refinance their existing mortgages with our network lenders.

Our purchase product within our mortgage business matches consumers in the market looking to buy a new home with our network lenders.

The environment for the purchase mortgage market is beginning to improve.

According to the National Association of Realtors, inventory of existing homes for sale in the U.S.

increased to 1.33 million units, or 20%, in March of 2025 compared to March of 2024, and has grown by a double-digit percentage each month dating back to March of 2024.

Annual home price growth has slowed to 3% most recently, following several years of double-digit annual growth that began during the summer of 2020.

Persistently higher mortgage rates and increased economic uncertainty stemming from U.S.

policy are currently having an offsetting impact on the inventory and price benefits.

Our mortgage business is directly impacted by the mortgage market in which we participate.

Our mortgage business continues to see headwinds from a lack of in-the-money refinance borrowers given the current higher level of mortgage rates, and subdued home sales have pressured the volume of consumers searching for purchase loans.

We believe financial market expectations for continued decreases in interest rates may benefit the mortgage and home equity lending environment and our Home segment.

Our Consumer segment revenue decreased 12% to $59.5 million in the third quarter of 2024 from the third quarter of 2023, and segment profit decreased 19% to $28.0 million in the third quarter of 2024 from the third quarter of 2023 due to the decline in revenue.

Segment margin was 47% in the third quarter of 2024 compared to 51% in the third quarter of 2023 primarily due to a decline in revenue earned per consumer on certain products as well as a change in mix shift in the product revenue.

Personal loans revenue of $27.8 million in the third quarter of 2024 increased 5% from the third quarter of 2023 as lending standards remain restrictive at our lender partners.

If financial market expectations for decreases in short-term interest rates remain as projected, we believe this would likely benefit our personal loans product in future quarters.

Small business revenue increased 32% in the third quarter of 2024 from the third quarter of 2023, as the lending appetite has remained stable from our partners.

Additionally, the revenue growth has allowed us to invest more into marketing spend to capture high quality business owners searching for loans.

See the section titled "Revenue" above for additional discussion of declines in product revenues within the Consumer segment.

Insurance revenue increased 210% to $169.1 million in the third quarter of 2024 from the third quarter of 2023 and segment profit increased 77% to $41.4 million in the third quarter of 2024 from the third quarter of 2023.

Carrier demand for new auto insurance customers has been strong, with volume increasing 50% in the third quarter of 2024 compared to the third quarter of 2023, as two years of compounded premium rate increases combined with declines in the price of used vehicles and replacement parts has created a favorable underwriting environment.

Segment margin declined to 25% in the third quarter of 2024 from 43% in the third quarter of 2023.

In 2023, we were able to exit from our highest cost marketing channels and continue to meet the decreased level of demand.

In 2024, we re-entered those marketing channels to fill the increase in carrier demand, which has resulted in lower segment profit margin.

Revenue in our Consumer segment increased 9% to $56.0 million in the first quarter of 2025 from the first quarter of 2024, and segment profit decreased 1% to $27.1 million in the first quarter of 2025 from the first quarter of 2024.

Segment margin was 48% in the first quarter of 2025 compared to 53% in the first quarter of 2024 primarily due to decline in revenue earned per consumer on certain products as well as a change in mix shift in the product revenue.

Underwriting criteria for lenders on our network was broadly stable in the first quarter, as a positive employment environment and lower pace of inflation compared to more recent periods presents an attractive underwriting environment for many loan types.

Personal loans revenue of $23.4 million in the first quarter of 2025 increased 16% from the first quarter of 2024 as consumers completing request forms increased 34%.

In March last year we saw appetite from many personal loan originators begin to firm following a prolonged period of historically high consumer price inflation.

We responded by leaning into targeted marketing spend for the product to capitalize on the improving fundamentals, which we credit for the recent consistent growth in the business.

We remain optimistic that the combination of record consumer credit card debt outstanding and a stable underwriting backdrop will drive forward growth.

Small business revenue increased 48% in the first quarter of 2025 from the first quarter of 2024 due to increases in the number of consumers completing request forms and in revenue earned per consumer.

The investment to grow our concierge sales team has strengthened our renewal and lender bonus revenue streams.

Improved unit economics from this investment has allowed us to increase our marketing spend to capture more high-intent small business owners searching for new loans.

We forecast the small business product will generate record revenue in 2025.

See the section titled "Revenue" above for additional discussion of product revenues within the Consumer segment.

Insurance revenue increased 71% to $146.7 million in the first quarter of 2025 from the first quarter of 2024 and segment profit increased 16% to $38.7 million in the first quarter of 2025 from the first quarter of 2024.

Carrier demand for new auto insurance customers has been strong, with volume increasing 22% in the first quarter of 2025 compared to the first quarter of 2024, as two years of compounded premium rate increases combined with declines in the price of used vehicles and replacement parts has created a favorable underwriting environment.

Our Insurance segment was negatively impacted in the first quarter of 2025 by the implementation of changes to our consumer experience to comply with the FCC's one-to-one consent rule.

However, following a Federal appeals court opinion that struck down the rule at the end of January of 2025, we were able to revert to our previous experience.

Our Insurance segment margin decreased to 26% in the first quarter of 2025 compared to 39% in the first quarter of 2024.

In the first quarter of 2024, we were able to exit from our highest cost marketing channels and continue to meet the decreased level of demand.

Throughout 2024, we re-entered those marketing channels to fill the increase in carrier demand, which has resulted in lower segment profit margin.

We expect the Insurance segment will return to a more normalized growth pattern in 2025 following a historic year of performance last year.

As the pace of growth moderates, we are focused on optimizing our marketing mix and growing channels outside of internet search.

Our goal is to retain the same level of quality, high-intent consumer traffic while seeking to lower our overall marketing cost to improve margin in this business.

Variable Marketing Expense and Variable Marketing Margin

We report variable marketing expense and variable marketing margin as supplemental measures to accounting principles generally accepted in the United States of America ("GAAP".) These related measures are the primary metrics by which we measure the effectiveness of our marketing efforts.

We report variable marketing expense and variable marketing margin as supplemental measures to accounting principles generally accepted in the United States of America ("GAAP").

These related measures are the primary metrics by which we measure the effectiveness of our marketing efforts.

Variable marketing expense represents the portion of selling and marketing expense attributable to variable costs paid for advertising, direct marketing, and related expenses, and excludes overhead, fixed costs, and personnel-related expenses.

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(in thousands)

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(in thousands)

2 unchanged sentences

Variable marketing expense $ 162,001 $ 98,321

The following is a reconciliation of net loss, the most directly comparable GAAP measure, to variable marketing margin:

The following is a reconciliation of net (loss) income, the most directly comparable GAAP measure, to variable marketing margin:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(in thousands)

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

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

Adjustments to reconcile to variable marketing margin:

1 unchanged sentence

Non-variable selling and marketing expense (1)

9,976 9,805 28,971 32,624

General and administrative expense 30,660 25,796

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Amortization of intangibles 1,307 1,489

Goodwill impairment — 38,600 — 38,600

Restructuring and severance 798 23

Litigation settlements and contingencies 15,212 36

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

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

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

Interest expense, net 9,084 6,638

Other income (1,388) (1,034)

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

Variable marketing margin $ 77,727 $ 69,447

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At the time of an acquisition, the intangible assets of the acquired company, such as purchase agreements, technology and customer relationships, are valued and amortized over their estimated lives.

The following table is a reconciliation of net loss, the most directly comparable GAAP measure, to Adjusted EBITDA.

The following table is a reconciliation of net (loss) income, the most directly comparable GAAP measure, to Adjusted EBITDA.

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(in thousands)

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

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

Adjustments to reconcile to Adjusted EBITDA:

3 unchanged sentences

Loss on impairments and disposal of assets 254 368

Loss on impairment of equity investments 58,376 113,064 58,376 114,504

Goodwill impairment — 38,600 — 38,600

Non-cash compensation expense 9,867 7,789

Acquisition expense — — — (5)

Litigation settlements and contingencies 15,212 36

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

Interest expense, net 9,084 6,638

Dividend income (1,388) (1,034)

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

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

Adjusted EBITDA $ 24,626 $ 21,551

Financial Condition, Liquidity and Capital Resources

As of September 30, 2024, we had $96.8 million of cash and cash equivalents, compared to $112.1 million of cash and cash equivalents as of December 31, 2023.

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

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

We expect our cash and cash equivalents, cash flows from operations and available borrowings under our credit facilities to be sufficient to fund our operating needs for the next twelve months and beyond.

Financial Position, Liquidity and Capital Resources

As of March 31, 2025, we had $126.4 million of cash and cash equivalents, compared to $106.6 million of cash and cash equivalents as of December 31, 2024.

In the first quarter of 2025, we repurchased approximately $20.0 million in principal amount of our 2025 notes for $19.7 million resulting in a gain on the extinguishment of $0.3 million which is included in interest expense, net in the consolidated statement of operations and comprehensive income.

In March 2025, we drew the remaining $50.0 million of the 2024 Term Loan delayed draw.

We expect our cash and cash equivalents and cash flows from operations to be sufficient to fund our operating needs for the next twelve months and beyond.

We will continue to monitor the impact of the current economic conditions, including interest rates, and inflation on our liquidity and capital resources.

As of September 30, 2024, we have $115.3 million outstanding on the 2025 Notes.

We intend to use cash on hand, available borrowings of $50.0 million from the 2024 Term Loan (as defined below), and future cash flows from operations for the repayment of the 2025 Notes.

As of March 31, 2025, we have $95.3 million outstanding on the 2025 Notes.

We intend to use cash on hand and future cash flows from operations for the repayment of the 2025 Notes, due July 15, 2025.

For more information, see Note 11—Debt, in the notes to the consolidated financial statements included elsewhere in this report.

Equity Distribution Agreement

In July 2024, we 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 we may sell up to an aggregate of $50.0 million of shares of the our common stock.

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

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

No sales were made under the Equity Distribution Agreement during 2024 or in the first quarter of 2025.

Credit Facilities

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The proceeds of the Revolving Facility can be used to finance working capital, for general corporate purposes and any other purpose not prohibited by the Credit Agreement.

We borrowed $250.0 million under the delayed draw term loan on May 31, 2022 and used $170.2 million of the proceeds to settle our 0.625% Convertible Senior Notes due June 1, 2022 ("2022 Notes"), including interest.

We borrowed $250.0 million under the delayed draw term loan on May 31, 2022 and used $170.2 million of the proceeds to settle the Company’s 0.625% Convertible Senior Notes due June 1, 2022, including interest.

The remaining proceeds of $79.8 million may be used for general corporate purposes and any other purposes not prohibited by the Credit Agreement.

As of November 1, 2024, we have outstanding $244.4 million under the 2021 Term Loan and the remaining borrowing capacity under the Revolving Facility is $200.0 million.

As of September 30, 2024, we have $20.0 million available for borrowing under the Revolving Facility.

As of May 2, 2025, we have outstanding $243.1 million under the 2021 Term Loan.

As of March 31, 2025, we have $20.0 million available for borrowing under the Revolving Facility.

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

We 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 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 our 2025 Notes.

We drew $125.0 million of the 2024 Term Loan upon closing and drew the remaining $50.0 million on March 27, 2025.

The proceeds of the 2024 Term Loan can be used for working capital and general corporate purposes, which may include repayment of our 2025 Notes.

The funding had a $3.1 million original issue discount and associated debt issuance costs of $4.8 million.

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

As of November 1, 2024, we had $118.8 million borrowings outstanding under the 2024 Term Loan.

See Note 12—Debt, in Part I.

Item 1 Financial Statements, for additional information.

As of May 2, 2025, the Company had $162.5 million borrowings outstanding under the 2024 Term Loan.

See Note 11—Debt for additional information.

Our cash flows are as follows:

Nine Months Ended

September 30,

Three Months Ended

(in thousands)

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

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

Net cash used in investing activities (3,414) (2,746)

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

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

Cash Flows from Operating Activities

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In addition, our uses of cash from operating activities include compensation and other employee-related costs, other general corporate expenditures, litigation settlements and contingencies, and income taxes.

Net cash provided by operating activities remained relatively consistent in the first nine months of 2024 from the first nine months of 2023 primarily due to unfavorable changes in accounts receivable, partially offset by favorable changes in accounts payable, accrued expenses and other current liabilities.

Net cash (used in) provided by operating activities decreased in the first three months of 2025 from the first three months of 2024 primarily due to unfavorable changes in accounts payable, accrued expenses and other current liabilities, prepaid expenses and other current assets, and income taxes, partially offset by favorable changes in accounts receivable.

Cash Flows from Investing Activities

Net cash used in investing activities in the first nine months of 2024 and 2023 consisted of capital expenditures primarily related to internally developed software.

Net cash used in investing activities in the first three months of 2025 and 2024 of $3.4 million and $2.7 million, respectively, consisted of capital expenditures primarily related to internally developed software.

Cash Flows from Financing Activities

Net cash used in financing activities in the first nine months of 2024 consisted primarily of the repurchase of the 2025 Notes for $158.8 million, term loan repayments of $8.8 million and $2.8 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the exercise of stock options offset by $117.8 million net proceeds from the 2024 Term Loan.

Net cash used in financing activities in the first nine months of 2023 consisted primarily of the repurchase of the 2025 Notes for $156.3 million.

New Accounting Pronouncements and Critical Accounting Estimates

For information regarding new accounting pronouncements and critical accounting estimates, see Note 2 — Significant Accounting Policies, in Part I, Item 1 Financial Statements .

Net cash provided by financing activities in the first three months of 2025 of $23.4 million consisted primarily of the $49.5 million net proceeds from the 2024 Term Loan delayed draw partially offset by repurchases of our 2025 Notes for $19.7 million, term loan repayments of $3.8 million and $2.6 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the exercise of stock options.

Net cash provided by financing activities in the first three months of 2024 of $115.7 million consisted primarily of the $117.8 million net proceeds for the 2024 Term Loan partially offset by $1.4 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the exercise of stock options.

New Accounting Pronouncements

For information regarding new accounting pronouncements, See Note 2 — Significant Accounting Policies, in Part I, Item 1 consolidated financial statements of this Quarterly Report on Form 10-Q.

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 2. Management’s Discussion and Analysis