What changed in this filing

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Item 1. Financial Statements

2025-08-01 compared with 2025-05-05 · 204 added, 128 removed, 468 unchanged (42% of the section changed)

48 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands, except per share amounts)

2 unchanged sentences

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

10,029 8,411 19,937 16,956

Selling and marketing expense 176,753 148,387 349,504 256,563

6 unchanged sentences

Total costs and expenses 229,192 200,553 476,029 361,142

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

Operating income 20,924 9,587 13,815 16,766

Other income (expense), net:

1 unchanged sentence

Other income 248 1,052 1,636 2,086

(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

Income (loss) before income taxes 10,770 9,438 ( 4,035 ) 11,013

Income tax (expense) benefit ( 1,908 ) ( 1,686 ) 522 ( 2,245 )

Net income (loss) and comprehensive income (loss) $ 8,862 $ 7,752 $ ( 3,513 ) $ 8,768

Weighted average shares outstanding:

1 unchanged sentence

Diluted 13,650 13,407 13,495 13,364

Net (loss) income per share:

Net income (loss) per share:

Basic $ 0.65 $ 0.58 $ ( 0.26 ) $ 0.67

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 8,862 — — — 8,862 — —

Non-cash compensation 5,162 — — 5,162 — — —

Issuance of common stock for stock options, employee stock purchase plan, restricted stock awards and restricted stock units, net of withholding taxes 345 78 1 344 — — —

Balance as of June 30, 2025 $ 118,112 16,967 $ 170 $ 1,267,040 $ ( 882,920 ) 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 loss 1,016 — — — 1,016 — —

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

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

1 unchanged sentence

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 7,752 — — — 7,752 — —

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

Issuance of common stock for stock options, 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 )

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

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in thousands)

1 unchanged sentence

Net (loss) income and comprehensive (loss) income $ ( 3,513 ) $ 8,768

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

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

Loss on impairments and disposal of assets 254 781

8 unchanged sentences

Gain on settlement of convertible debt ( 266 ) ( 8,619 )

Loss on impairment of equity investments 1,225 —

Changes in current assets and liabilities:

4 unchanged sentences

Other, net 522 ( 109 )

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

Net cash provided by operating activities 27,743 765

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 ( 6,563 ) ( 4,375 )

1 unchanged sentence

Repurchase of 0.50 % Convertible Senior Notes

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

( 19,700 ) ( 151,687 )

Net proceeds from term loan 50,000 125,000

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

Payment of original issue discount — ( 3,125 )

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

Net cash provided by (used in) financing activities 20,952 ( 40,578 )

Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents 42,537 ( 45,287 )

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, 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 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.

The accompanying unaudited interim consolidated financial statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024, 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.

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 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 results for the three and six months ended June 30, 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”).

10 unchanged sentences

the determination of income taxes payable and deferred income taxes, including related valuation allowances;

fair value of assets acquired in a business combination;

litigation accruals;

11 unchanged sentences

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 March 31, 2025, 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 June 30, 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.

10 unchanged sentences

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.

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

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

The Company adopted this ASU on December 31, 2024.

4 unchanged sentences

The guidance will be applied on a prospective basis with the option to adopt the guidance retrospectively.

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

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

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.

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Home $ 40,418 $ 32,166 $ 77,437 $ 62,609

3 unchanged sentences

Insurance 147,157 122,071 293,809 207,943

Other 22 2 46 4

Total revenue $ 250,116 $ 210,140 $ 489,844 $ 377,908

17 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 $ 23.4 million and $ 20.5 million at March 31, 2025 and December 31, 2024, respectively.

The contract asset recorded within prepaid and other current assets on the consolidated balance sheets related to estimated variable consideration was $ 26.6 million and $ 20.5 million at June 30, 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.

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

LENDINGTREE, INC.

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Balance, beginning of the period $ 1,458 $ 2,026 $ 1,407 $ 2,222

13 unchanged sentences

Goodwill and Indefinite-Lived Intangible Assets

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's goodwill at each of June 30, 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.

1 unchanged sentence

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

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Intangible Assets with Definite Lives

3 unchanged sentences

Customer lists $ 69,700 $ ( 39,173 ) $ 30,527

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

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Balance at June 30, 2025 $ 69,700 $ ( 39,173 ) $ 30,527

Cost Accumulated

2 unchanged sentences

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

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 of intangible assets with definite lives is computed on a straight-line basis and, based on balances as of June 30, 2025, future amortization is estimated to be as follows (in thousands) :

Amortization Expense

8 unchanged sentences

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.

On July 8, 2025, the Company sold the aircraft to an unrelated third party for $ 2.5 million and incurred closing costs of $ 0.3 million.

As a result, the Company will record a gain on the sale in the third quarter of 2025 of approximately $ 1.0 million.

The aircraft relates to property, plant and equipment.

NOTE 7— EQUITY INVESTMENT

The 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 second quarter of 2025, the Company recorded an impairment charge of $ 1.2 million on its investment in Stash Financial, Inc.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8— ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Weighted average basic common shares 13,549 13,257 13,495 13,179

2 unchanged sentences

Weighted average diluted common shares 13,650 13,407 13,495 13,364

For the first six months 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.

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

For the second 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 six months 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 second 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 0.1 million restricted stock units.

For the first six 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 1.0 million shares of common stock and 0.1 million restricted stock units.

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

See Note 12 — Debt for additional information.

Approximately 0.2 million and 0.3 million shares in the second quarter and first six months of 2025, and approximately 0.6 million shares in the second quarter and first six months of 2024, 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 second quarter and first six months of 2025 and the second quarter and first six months of 2024 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.

LENDINGTREE, INC.

1 unchanged sentence

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.

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.

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 March 31, 2025.

No sales were made under the Equity Distribution Agreement during the six months ended June 30, 2025.

Common Stock Repurchases

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

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.

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

At June 30, 2025, approximately $ 96.7 million of the previous authorizations to repurchase common stock remain available.

NOTE 10— STOCK-BASED COMPENSATION

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Cost of revenue $ 58 $ 74 $ 28 $ 169

4 unchanged sentences

Total non-cash compensation $ 5,162 $ 7,437 $ 15,089 $ 15,226

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock Options

7 unchanged sentences

Forfeited — —

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.

Expired ( 1,600 ) 64.30

Options outstanding at June 30, 2025 369,786 226.87 4.77 $ —

Options exercisable at June 30, 2025 327,834 $ 217.51 4.69 $ —

(a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $ 37.07 on the last trading day of the quarter ended June 30, 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 June 30, 2025.

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

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock Options with Market Conditions

8 unchanged sentences

Expired ( 217,643 ) 300.00

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

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

Options outstanding at June 30, 2025 481,669 195.10 2.10 $ —

Options exercisable at June 30, 2025 481,669 $ 195.10 2.10 $ —

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.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of June 30, 2025, no additional performance-based nonqualified stock options with a market condition had been earned or remain available to be earned.

Restricted Stock Units

5 unchanged sentences

Forfeited ( 24,057 ) 42.48

Nonvested at March 31, 2025 837,166 $ 41.73

Nonvested at June 30, 2025 816,433 $ 41.28

Restricted Stock Units with Market Conditions

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

RSUs with Market Conditions

RSUs with Market Conditions (a)

Number of Units Weighted Average Grant Date Fair Value

Nonvested at January 1, 2025 46,000 $ 35.24

100,000 34.11

Granted 100,000 34.11

Vested ( 11,500 ) 38.25

Forfeited — —

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.

Nonvested at June 30, 2025 134,500 $ 34.14

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(a) During the six months ended June 30, 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

Six Months Ended June 30,

Expected term (1)

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

As of June 30, 2025, 94,518 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.

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.

During the six months ended June 30, 2025, 22,056 shares were issued under the ESPP.

During the six months ended June 30, 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:

Three Months Ended

Six Months Ended

Expected term (1)

7 unchanged sentences

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

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(4) The risk-free interest rate is specific to the date of grant.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands, except percentages)

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

Income tax (expense) benefit $ ( 1,908 ) $ ( 1,686 ) $ 522 $ ( 2,245 )

Effective tax rate 17.7 % 17.9 % 12.9 % 20.4 %

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.

For the second quarter and first six months of 2025, and the second quarter and first six months 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 and current tax expense on taxable income.

In the third quarter of 2025, the Company will adopt the One Big Beautiful Bill Act, which includes provisions impacting various aspects of the Company's tax obligations, including research and development expensing and 163(j) of the Internal Revenue Code limitation changes.

The impact of these changes on the Company's financial statements is being evaluated and will be disclosed in future filings.

NOTE 12— DEBT

1 unchanged sentence

On July 24, 2020, the Company issued $ 575.0 million aggregate principal amount of its 0.50 % Convertible Senior Notes due July 15, 2025 (the “2025 Notes”) in a private placement.

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,

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).

The 2025 Notes accrued 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 matured on July 15, 2025.

The conversion rate of the 2025 Notes was 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).

On July 15, 2025 the Company repaid the $ 95.3 million outstanding principal amount of the 2025 Notes upon maturity in cash plus $ 0.2 million of accrued interest.

Upon this repayment, the 2025 Notes were extinguished and repaid in full and the Company has no further obligations with respect to the 2025 Notes.

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.

1 unchanged sentence

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) :

The remaining balance outstanding on the 2025 Notes as of June 30, 2025 was $ 95.3 million and matured in July 2025.

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 could convert all or a portion of their 2025 Notes regardless of the foregoing conditions.

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

In the first six months of 2025, the Company recorded interest expense on the 2025 Notes of $ 0.6 million which consisted of $ 0.3 million associated with the 0.50 % coupon rate and $ 0.3 million associated with the amortization of the debt issuance costs.

In the first six months of 2024, the Company recorded interest expense on the 2025 Notes of $ 1.3 million which consisted of $ 0.6 million associated with the 0.50 % coupon rate and $ 0.7 million associated with the amortization of the debt issuance costs.

As of June 30, 2025, the fair value of the 2025 Notes was estimated to be approximately $ 95.3 million using the Level 1 observable input of the last quoted market price on June 30, 2025.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 June 30, 2025 consolidated balance sheet, are as follows (in thousands) :

2025 December 31,

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Net carrying amount $ 95,286 $ 114,976

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

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The 2020 Hedge transactions are expected generally to reduce the potential dilution to the Company's common stock upon conversion of the 2025 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2025 Notes, as the case may be, in the event that the market price per share of common stock, as measured under the terms of the 2020 Hedge transactions, is greater than the strike price of the 2020 Hedge transactions, which initially corresponds to the initial conversion price of the 2025 Notes, or approximately $ 461.19 per share of common stock.

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

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The 2020 Hedge transactions expired on July 15, 2025 upon the maturity of the 2025 Notes.

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.

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.

The 2020 Warrants expired on July 15, 2025 upon the maturity of the 2025 Notes.

As of June 30, 2025, the outstanding portion of the 2020 Hedge covered 0.2 million shares of the Company's common stock and 2020 Warrants to acquire 0.2 million shares of the Company's common stock remained 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 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 June 30, 2025, the Company had $ 242.5 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 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 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.

As of June 30, 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 June 30, 2025.

In the first six months of 2025, the Company recorded interest expense related to its Revolving Facility of $ 1.0 million which consisted of $ 0.5 million in unused commitment fees and $ 0.5 million associated with the amortization of the debt issuance costs.

In the first six months of 2025, the Company recorded interest expense related to the 2021 Term Loan of $ 10.3 million associated with borrowings bearing interest at the SOFR option rate.

In the first six months of 2024, the Company recorded interest expense related to its Revolving Facility of $ 0.9 million which consisted of $ 0.4 million in unused commitment fees and $ 0.5 million associated with the amortization of the debt

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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) :

issuance costs.

In the first six months of 2024, the Company recorded interest expense related to the 2021 Term Loan of $ 11.4 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 and drew the remaining $ 50.0 million 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 June 30, 2025, the Company had $ 160.3 million borrowings outstanding under the 2024 Term Loan bearing interest based on the SOFR rate of 10.1 %.

As of June 30, 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 June 30, 2025.

In the first six months of 2025, the Company recorded interest expense related to the 2024 Term Loan of $ 7.8 million which consisted of $ 7.1 million associated with borrowings bearing interest based on the SOFR rate, $ 0.2 million associated with unused commitment fees, $ 0.3 million associated with the amortization of debt issuance costs, and $ 0.2 million associated with the accretion of the original issue discount.

In the first six months of 2024, the Company recorded interest expense related to the 2024 Term Loan of $ 4.2 million which consisted of $ 3.7 million associated with borrowings bearing interest based on the SOFR rate, $ 0.2 million associated with unused commitment fees, $ 0.2 million associated with the amortization of debt issuance costs, and $ 0.1 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 June 30, 2025 consolidated balance sheet, are as follows (in thousands):

2025 December 31,

Current Portion

14 unchanged sentences

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.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of June 30, 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, 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

2 unchanged sentences

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 court approved a Motion for Preliminary Approval of Settlement on May 22, 2025, and a hearing for final approval of settlement has been scheduled for September 29, 2025.

An estimated liability of $ 19.0 million for this matter is included in the accompanying consolidated balance sheet as of June 30, 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 14— FAIR VALUE MEASUREMENTS

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.

Other than the convertible notes and warrants, as well as the equity investments, the carrying amounts of the Company's financial instruments are equal to fair value at June 30, 2025.

See Note 12—Debt for additional information on the convertible notes and warrants.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 15— SEGMENT INFORMATION

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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, the Company's Chief Executive Officer, 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 "CODM"), 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.

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

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

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

The insurance agency business was closed in the second quarter of 2025.

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 March 31, 2025

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three Months Ended June 30, 2025

Home Consumer Insurance Other Total

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Litigation settlements and contingencies ( 2 )

Operating loss ( 7,109 )

Operating income 20,924

Interest expense, net ( 10,402 )

Other income 248

Loss before income taxes $ ( 14,805 )

Income before income taxes $ 10,770

Three Months Ended June 30, 2024

Home Consumer Insurance Other Total

(in thousands)

Revenue $ 32,166 $ 55,901 $ 122,071 $ 2 $ 210,140

Segment marketing expense 22,877 28,989 85,706 80 137,652

Segment profit (loss) 9,289 26,912 36,365 ( 78 ) 72,488

Cost of revenue 8,411

Brand and other marketing expense 10,735

General and administrative expense 27,118

Product development 10,374

Depreciation 4,601

Amortization of intangibles 1,467

Restructuring and severance 202

Litigation settlements and contingencies ( 7 )

Operating income 9,587

Interest expense, net ( 1,201 )

Other income 1,052

Income before income taxes $ 9,438

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three Months Ended March 31, 2024

Six Months Ended June 30, 2025

Home Consumer Insurance Other Total

2 unchanged sentences

Segment marketing expense 51,235 59,345 215,103 70 325,753

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

Segment profit (loss) 26,202 59,207 78,706 ( 24 ) 164,091

Cost of revenue 19,937

9 unchanged sentences

Other income 1,636

Loss before income taxes $ ( 4,035 )

Six Months Ended June 30, 2024

Home Consumer Insurance Other Total

(in thousands)

Revenue $ 62,609 $ 107,352 $ 207,943 $ 4 $ 377,908

Segment marketing expense 43,710 53,000 138,129 59 234,898

Segment profit (loss) 18,899 54,352 69,814 ( 55 ) 143,010

Cost of revenue 16,956

Brand and other marketing expense 21,665

General and administrative expense 52,914

Product development 22,231

Depreciation 9,268

Amortization of intangibles 2,956

Restructuring and severance 225

Litigation settlements and contingencies 29

Operating income 16,766

Interest expense, net ( 7,839 )

Other income 2,086

Income before income taxes $ 11,013

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

NOTE 16— SUBSEQUENT EVENTS

On July 15, 2025 the Company repaid the $ 95.3 million outstanding principal amount of the 2025 Notes upon maturity in cash.

Upon this repayment, the 2025 Notes were extinguished and repaid in full and the Company has no further obligations with respect to the 2025 Notes .

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