What changed in this filing

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Item 1. Financial Statements

2025-10-31 compared with 2025-08-01 · 190 added, 121 removed, 551 unchanged (36% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30,

2025 December 31,

4 unchanged sentences

Prepaid and other current assets 40,744 34,078

Assets held for sale (Note 6)

Total current assets 258,766 238,462

36 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

15 unchanged sentences

Interest expense, net ( 17,907 ) ( 10,060 ) ( 37,393 ) ( 17,899 )

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

Other income (expense) 732 ( 57,391 ) 2,368 ( 55,305 )

Income (loss) before income taxes 11,591 ( 57,531 ) 7,556 ( 46,518 )

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

Income tax expense ( 1,426 ) ( 447 ) ( 904 ) ( 2,692 )

Net income (loss) and comprehensive income (loss) $ 10,165 $ ( 57,978 ) $ 6,652 $ ( 49,210 )

24 unchanged sentences

Balance as of June 30, 2025 $ 118,112 16,967 $ 170 $ 1,267,040 $ ( 882,920 ) 3,355 $ ( 266,178 )

Net income and comprehensive income 10,165 — — — 10,165 — —

Non-cash compensation 5,002 — — 5,002 — — —

Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes and cancellations ( 881 ) 26 — ( 881 ) — — —

Balance as of September 30, 2025 $ 132,398 16,993 $ 170 $ 1,271,161 $ ( 872,755 ) 3,355 $ ( 266,178 )

Common Stock Treasury Stock

13 unchanged sentences

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

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

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

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

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

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

Cash flows from operating activities:

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

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

Net income (loss) and comprehensive income (loss) $ 6,652 $ ( 49,210 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Loss on impairments and disposal of assets 847 787

9 unchanged sentences

Loss on impairment of equity investments 1,225 58,376

Loss on repayment of term loans 7,861 —

Changes in current assets and liabilities:

7 unchanged sentences

Capital expenditures ( 9,423 ) ( 8,398 )

Proceeds from sale of fixed assets 2,497 2

Net cash used in investing activities ( 6,926 ) ( 8,396 )

Cash flows from financing activities:

Proceeds from term loan 450,000 125,000

Repayment of term loan ( 409,375 ) ( 8,750 )

Payments related to net-share settlement of stock-based compensation, net of proceeds from exercise of stock options ( 2,756 ) ( 2,751 )

Repurchase of 0.50 % Convertible Senior Notes

Repayment and repurchase of 0.50 % Convertible Senior Notes

( 115,007 ) ( 158,839 )

Net proceeds from term loan 50,000 125,000

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

Payment of revolver issuance costs ( 1,432 ) —

Payment of debt issuance costs ( 5,095 ) ( 4,152 )

Payment of original issue discount ( 4,000 ) ( 3,125 )

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 )

Other financing activities — ( 277 )

Net cash used in financing activities ( 87,665 ) ( 52,894 )

Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents ( 38,016 ) ( 15,268 )

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

15 unchanged sentences

Basis of Presentation

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.

The accompanying unaudited interim consolidated financial statements as of September 30, 2025 and for the three and nine months ended September 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 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 results for the three and nine months ended September 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”).

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and the determination of right-of-use assets and lease liabilities.

The Company considered the impact of the current economic conditions, including interest rates and inflation on the assumptions and estimates used when preparing its consolidated financial statements including, but not limited to, the allowance for doubtful accounts, valuation allowances, contract asset, and the recoverability of long-lived assets, goodwill and intangible assets.

The Company considered the impact of the current economic conditions, including interest rates and inflation on the assumptions and estimates used when preparing its consolidated financial statements including, but not limited to, the allowance for doubtful accounts, valuation allowances, contract assets, and the recoverability of long-lived assets, goodwill and intangible assets.

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

5 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 June 30, 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 September 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.

17 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.

The ASU will impact the Company's income tax disclosures but will have no impact 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.

3 unchanged sentences

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

In July 2025, the FASB issued ASU 2025-05 which provides a practical expedient permitting an entity to assume that conditions at the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets.

This ASU is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years.

Early adoption permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance.

The guidance in this ASU is to be applied on a prospective basis.

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

LENDINGTREE, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In September 2025, the FASB issued ASU 2025-06 for targeted improvements to the accounting for internal-use software.

The amendments modernize guidance to consider different methods of software development, updating the requirements for capitalization of software costs.

This ASU is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted.

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

NOTE 3— REVENUE

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

24 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 $ 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 $ 0.3 million in the second quarter of 2025, and there was an increase of $ 0.2 million in the second quarter of 2024.

The contract asset recorded within prepaid and other current assets on the consolidated balance sheets related to estimated variable consideration was $ 29.0 million and $ 20.5 million at September 30, 2025 and December 31, 2024, respectively.

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

There was an increase of $ 0.4 million in the third quarter of 2025, and there was an increase of $ 0.2 million in the third quarter of 2024.

NOTE 4— ALLOWANCE FOR DOUBTFUL ACCOUNTS

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

6 unchanged sentences

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

September 30,

2025 December 31,

6 unchanged sentences

Goodwill and Indefinite-Lived Intangible Assets

The Company's goodwill at each of 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's goodwill at each of September 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.

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Customer lists $ 69,100 $ ( 39,861 ) $ 29,239

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

Balance at September 30, 2025 $ 69,100 $ ( 39,861 ) $ 29,239

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 June 30, 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 September 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 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 June 30, 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.

The carrying value of the asset group was $ 1.2 million (net of $ 1.6 million of accumulated depreciation).

In the third quarter of 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 recorded a gain on the sale of approximately $ 1.0 million.

The aircraft related to property, plant and equipment.

NOTE 7— EQUITY INVESTMENT

9 unchanged sentences

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

September 30,

2025 December 31,

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

3 unchanged sentences

Weighted average diluted common shares 13,988 13,349 13,843 13,236

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.

For the third 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 0.8 million shares of common stock.

For the first nine 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.

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

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

Approximately 0.2 million shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the 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.

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

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

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

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.

The convertible notes matured on July 15, 2025 and can no longer be converted.

Approximately 0.2 million shares in the third quarter and 0.3 million shares in the first nine months of 2025, and approximately 0.3 million and 0.6 million shares in the third quarter and first nine 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 third quarter and first nine months of 2025 and the third quarter and first nine 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.

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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 six months ended June 30, 2025.

In July 2024, the Company entered into an Equity Distribution Agreement in connection with the establishment of an ATM Equity Program 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 nine months ended September 30, 2025.

Common Stock Repurchases

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

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.

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

At September 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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Expired ( 11,909 ) 144.89

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.

Options outstanding at September 30, 2025 359,477 228.86 4.65 $ 299

Options exercisable at September 30, 2025 317,525 $ 219.46 4.59 $ 299

(a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $ 64.73 on the last trading day of the quarter ended September 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 September 30, 2025.

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

12 unchanged sentences

Expired ( 217,643 ) 300.00

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

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

Options outstanding at September 30, 2025 481,669 195.10 1.85 $ —

Options exercisable at September 30, 2025 481,669 $ 195.10 1.85 $ —

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

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.

As of September 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 ( 30,802 ) 42.13

Nonvested at June 30, 2025 816,433 $ 41.28

Nonvested at September 30, 2025 801,192 $ 41.11

Restricted Stock Units with Market Conditions

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Forfeited — —

Nonvested at June 30, 2025 134,500 $ 34.14

Nonvested at September 30, 2025 111,500 $ 34.04

LENDINGTREE, INC.

1 unchanged sentence

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.

(a) During the nine months ended September 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.

Six Months Ended June 30,

Nine Months Ended September 30,

Expected term (1)

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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 June 30, 2025, 94,518 shares of common stock were available for issuance under the ESPP.

As of September 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.

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.

During the nine months ended September 30, 2025, 22,056 shares were issued under the ESPP.

During the nine months ended September 30, 2025 and 2024, the Company granted employee stock purchase rights to certain employees with a grant date fair value per share of $ 14.00 and $ 12.68 , 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:

Six Months Ended

Nine Months Ended

September 30,

Expected term (1)

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4.24 - 4.29 %

5.28 - 5.33 %

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

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands, except percentages)

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

Income tax expense $ ( 1,426 ) $ ( 447 ) $ ( 904 ) $ ( 2,692 )

Effective tax rate 12.3 % ( 0.8 ) % 12.0 % ( 5.8 ) %

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.

For the third quarter and first nine months of 2025, and the third quarter and first nine 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 One Big Beautiful Bill Act ("OBBBA") was enacted into law.

The OBBBA includes provisions impacting various aspects of the Company's tax obligations, including temporary tax impacts related to research and development expensing and interest expense limitations.

The impact of the OBBBA on the Company's provision for income taxes is immaterial.

NOTE 12— DEBT

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

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

The remaining balance outstanding on the 2025 Notes as of 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.

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

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

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

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

Additionally, during 2023, the Company repurchased $ 290.8 million in principal amount of the 2025 Notes.

There were no conversions in the third quarter of 2025.

LENDINGTREE, INC.

1 unchanged sentence

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,

Gross carrying amount $ 95,307 $ 115,307

Debt issuance costs 21 331

Net carrying amount $ 95,286 $ 114,976

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

Convertible Note Hedge and Warrant Transactions

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The 2020 Hedge transactions cover 1.2 million shares of the Company’s common stock, the same number of shares initially underlying the 2025 Notes, and are exercisable upon any conversion of the 2025 Notes.

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 were 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, was greater than the strike price of the 2020 Hedge transactions, which initially corresponded to the initial conversion price of the 2025 Notes, or approximately $ 461.19 per share of common stock.

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

1 unchanged sentence

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.

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.

The 2020 Warrants expire between October 15, 2025 and February 11, 2026.

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 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 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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 was set to mature 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 was set to mature on September 15, 2028.

On August 21, 2025, the Company repaid the $ 242.5 million outstanding principal amount of the 2021 Term Loan in cash plus $ 1.2 million of accrued interest.

The repayment resulted in a $ 0.4 million loss on the extinguishment of debt which is included in interest expense, net in the consolidated statement of operations and comprehensive income.

The Company also terminated the Revolving Facility on August 21, 2025.

In the first nine months of 2025, the Company recorded interest expense related to its Revolving Facility of $ 1.3 million which consisted of $ 0.7 million in unused commitment fees and $ 0.6 million associated with the amortization of the debt issuance costs.

In the first nine months of 2025, the Company recorded interest expense related to the 2021 Term Loan of $ 13.2 million associated with borrowings bearing interest at the SOFR option rate.

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

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

On March 27, 2024, the Company entered into a $ 175.0 million first lien term loan facility (the “2024 Term Loan”), which was set to mature 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,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On August 21, 2025, the Company repaid the $ 160.3 million outstanding principal amount of the 2024 Term Loan in cash plus $ 0.9 million of accrued interest.

The repayment resulted in a $ 6.7 million loss on the extinguishment of debt which is included in interest expense, net in the consolidated statement of operations and income.

In the first nine months of 2025, the Company recorded interest expense related to the 2024 Term Loan of $ 10.3 million which consisted of $ 9.4 million associated with borrowings bearing interest based on the SOFR rate, $ 0.2 million associated with unused commitment fees, $ 0.4 million associated with the amortization of debt issuance costs, and $ 0.3 million associated with the accretion of the original issue discount.

In the first nine months of 2024, the Company recorded interest expense related to the 2024 Term Loan of $ 8.0 million which consisted of $ 7.2 million associated with borrowings bearing interest based on the SOFR rate, $ 0.4 million associated with unused commitment fees, $ 0.2 million associated with the amortization of debt issuance costs, and $ 0.2 million associated with the accretion of the original issue discount.

2025 Credit Facility

On August 21, 2025, the Company entered into a credit agreement (the “2025 Credit Agreement”), consisting of a $ 75.0 million revolving credit facility (the “2025 Revolving Facility”), which matures on August 21, 2030, and a $ 400.0 million term loan facility (the “2025 Term Loan” and together with the 2025 Revolving Facility, the “2025 Credit Facility”), which matures on August 21, 2030.

The proceeds of the 2025 Credit Facility will be used to refinance the 2021 Credit Facility and 2024 Term Loan, for working capital and general corporate purposes, and any other purpose not prohibited by the credit agreement.

As of September 30, 2025, the Company had $ 400.0 million borrowings outstanding under the 2025 Term Loan bearing interest based on the Secured Overnight Financing Rate ("SOFR") of 8.66 % and had no borrowings under the 2025 Revolving Facility.

As of September 30, 2025, borrowings of $ 4.0 million under the 2025 Term Loan Facility are recorded as current portion of long-term debt on the consolidated balance sheet.

The full amount of the 2025 Revolving Facility will be available on a same-day basis, with respect to base rate loans and upon advance notice with respect to SOFR rate loans, subject to customary terms and conditions.

Under certain conditions, the Company will be permitted to add one or more term loans and/or increase revolving or term loan commitments under the Credit Facility by an amount set at the greater of $ 58.0 million and 50% of consolidated EBITDA (subject to adjustments for certain prepayments), plus an unlimited amount provided that the first lien net leverage ratio does not exceed 3.10 to 1.00.

Additionally, up to $ 30.0 million of the 2025 Revolving Facility will be available for the issuance of letters of credit.

The Company’s borrowings under the 2025 Credit Facility bear interest at annual rates that, at the Company’s option, will be either:

• a base rate generally defined as the sum of (i) the greater of (a) the prime rate of Bank of America, (b) the federal funds effective rate plus 0.5 % and (c) the Benchmark rate (defined below) on a daily basis applicable for an interest period of one month plus 1.0 % and (ii) an applicable percentage of 2.00 % to 2.50 % for loans under the 2025 Revolving Facility and 3.50 % for loans under the 2025 Term Loan Facility ( 3.25 % upon achievement of a corporate family rating of B2 (stable) or better from Moody’s), in each case, based on a first lien net leverage ratio;

• a Benchmark rate generally defined as the sum of (i) Term SOFR and (ii) an applicable percentage of 3.00 % to 3.50 % for loans under the 2025 Revolving Facility and 4.50 % for loans under the 2025 Term Loan Facility ( 4.25 % upon achievement of a corporate family rating of B2 (stable) or better from Moody’s), in each case, based on a first lien net leverage ratio.

Interest on the Company’s borrowings is payable quarterly in arrears for base rate loans and on the last day of each interest rate period (but not less often than three months) for SOFR rate loans.

The 2025 Credit Facility contains a restrictive financial covenant, which is set at a first lien net leverage ratio of 5.00 to 1.00.

The financial covenant will be tested only if the loans and certain other obligations under the 2025 Revolving Facility exceed $ 20.0 million as of the last date of any fiscal quarter.

In addition, the 2025 Credit Facility contains mandatory prepayment events, affirmative and negative covenants and events of default customary for a transaction of this type.

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

The Company is required to make mandatory prepayments of the outstanding principal amount of loans under the 2025 Term Loan Facility with the net cash proceeds from certain disposition of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

assets and the receipt of insurance proceeds upon certain casualty and condemnation events, in each case, to the extent not reinvested within a specified time period, from excess cash flow beyond stated threshold amounts, and from the incurrence of certain indebtedness.

The Company has the right to prepay its term loans under the 2025 Credit Agreement, in whole or in part, at any time without premium or penalty, subject to certain limitations and a 1.0 % soft call premium applicable during the first 6 months following the closing date.

The Company was in compliance with all covenants at September 30, 2025.

The 2025 Credit Facility requires the Company and certain of its subsidiaries to pledge as collateral, subject to certain customary exclusions, substantially all of its assets, including 100 % of the equity in certain domestic subsidiaries and 65 % of the voting equity, and 100 % of the non-voting equity, in certain foreign subsidiaries.

The obligations under the 2025 Credit Facility are unconditionally guaranteed on a senior basis by the Company's material domestic subsidiaries, which guaranties are secured by the collateral.

With respect to the 2025 Revolving Facility, the Company is required to pay an unused commitment fee quarterly in arrears on the difference between committed amounts and amounts actually borrowed under the 2025 Revolving Facility equal to an applicable percentage of 0.25 % to 0.38 % per annum based on a first lien net leverage ratio.

The Company is required to pay a letter of credit participation fee and a letter of credit fronting fee quarterly in arrears.

The letter of credit participation fee is based upon the aggregate face amount of outstanding letters of credit at an applicable percentage of 3.0 % to 3.5 % based on a first lien net leverage ratio.

The letter of credit fronting fee is 0.125 % per annum on the face amount of each letter of credit.

In addition to the remaining unamortized debt issuance costs associated with the 2021 Credit Facility, debt issuance costs of $ 1.4 million related to the 2025 Revolving Facility are being amortized to interest expense over the life of the 2025 Revolving Facility.

With respect to the 2025 Term Loan Facility, the Company incurred financing costs of $ 8.6 million upon closing of which approximately $ 0.8 million was expensed.

The remaining $ 3.9 million of debt issuance costs related to the 2025 Term Loan Facility and $ 3.9 million of the original issue discount paid on the 2025 Term Loan Facility are being amortized to interest expense over the life of the term loan.

In the first nine months of 2025, the Company recorded interest expense related to its 2025 Revolving Facility of $ 0.1 million which consisted of an $ 0.1 million amount in unused commitment fees and an immaterial amount associated with the amortization of the debt issuance costs.

In the first nine months of 2025, the Company recorded interest expense related to the 2025 Term Loan of $ 4.2 million which consisted of $ 4.0 million associated with borrowings bearing interest based on the SOFR rate, $ 0.1 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 2025 Term Loan in the September 30, 2025 consolidated balance sheet, are as follows (in thousands):

September 30,

Current Portion

8 unchanged sentences

Net carrying amount $ 388,370

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13— CONTINGENCIES

4 unchanged sentences

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

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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.

As of September 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.

4 unchanged sentences

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.

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.

The settlement was approved by the court on September 29, 2025, and the matter was dismissed with prejudice.

A liability of $ 18.9 million for this matter is included in the accompanying consolidated balance sheet as of September 30, 2025.

The settlement is payable in three equal installments.

The first payment was made in October 2025, the second payment is due in the first quarter of 2026 and the final payment is due in the second quarter of 2026.

NOTE 14— FAIR VALUE MEASUREMENTS

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.

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

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

NOTE 15— SEGMENT INFORMATION

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Home Consumer Insurance Other Total

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Income before income taxes $ 11,591

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Home Consumer Insurance Other Total

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Interest expense, net ( 10,060 )

Other income 1,052

Income before income taxes $ 9,438

Other expense ( 57,391 )

Loss before income taxes $ ( 57,531 )

LENDINGTREE, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Home Consumer Insurance Other Total

14 unchanged sentences

Other income 2,368

Loss before income taxes $ ( 4,035 )

Six Months Ended June 30, 2024

Income before income taxes $ 7,556

Nine Months Ended September 30, 2024

Home Consumer Insurance Other Total

13 unchanged sentences

Interest expense, net ( 17,899 )

Other income 2,086

Income before income taxes $ 11,013

Other expense ( 55,305 )

Loss before income taxes $ ( 46,518 )

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 .

Following the unexpected passing of Doug Lebda, the Founder and former Chairman and Chief Executive Officer of LendingTree, Inc., the Company’s Board of Directors, on October 13, 2025, appointed Scott Peyree, to serve as the Company’s President and Chief Executive Officer, effective immediately.

Peyree will serve as the Company’s principal executive officer.

Immediately prior to his appointment as the Company’s President and Chief Executive Officer, Mr.

Peyree served as the Company’s Chief Operating Officer and President, LendingTree Marketplace.

Additionally, on October 13, 2025, the Board of Directors appointed its Lead Independent Director, Steve Ozonian, to serve as the Chairman of the Board, effective immediately.

Ozonian had served as the Board’s Lead Independent Director since the position was established in 2016.

The Company expects to incur expense of approximately $ 3.3 million to $ 5.9 million in the fourth quarter of 2025 due to the acceleration of non-cash compensation expense on certain equity awards associated with our former Chief Executive Officer.

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