LendingTree, Inc. 10-Q

Item 1. Financial Statements LENDINGTREE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) September 30, 2025 December 31, 2024 (in thousands, except par value and share amounts) ASSETS: Cash and cash equivalents $ 68,578 $ 106,594 Accounts receivable (net of allowance of $ 1,405 and $ 1,407 , respectively) 149,444 97,790 Prepaid and other current assets 40,744 34,078 Total current assets 258,766 238,462 Property and equipment (net of accumulated depreciation of $ 26,146 and $ 33,375 , respectively) 33,915 42,780 Operating lease right-of-use assets 40,038 52,557 Goodwill 381,539 381,539 Intangible assets, net 39,381 43,283 Equity investments 475 1,700 Other non-current assets 5,808 7,353 Total assets $ 759,922 $ 767,674 LIABILITIES: Current portion of long-term debt $ 3,936 $ 124,931 Accounts payable, trade 52,050 8,360 Accrued expenses and other current liabilities 124,885 107,185 Total current liabilities 180,871 240,476 Long-term debt 388,370 344,124 Operating lease liabilities 52,044 69,238 Deferred income tax liabilities 6,082 4,884 Other non-current liabilities 157 131 Total liabilities 627,524 658,853 Commitments and contingencies (Note 13) SHAREHOLDERS' EQUITY: Preferred stock $ 0.01 par value; 5,000,000 shares authorized; none issued or outstanding — — Common stock $ 0.01 par value; 50,000,000 shares authorized; 16,993,223 and 16,746,556 shares issued, respectively, and 13,637,757 and 13,391,090 shares outstanding, respectively 170 167 Additional paid-in capital 1,271,161 1,254,239 Accumulated deficit ( 872,755 ) ( 879,407 ) Treasury stock; 3,355,466 and 3,355,466 shares, respectively ( 266,178 ) ( 266,178 ) Total shareholders' equity 132,398 108,821 Total liabilities and shareholders' equity $ 759,922 $ 767,674 The accompanying notes to consolidated financial statements are an integral part of these statements. 3 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands, except per share amounts) Revenue $ 307,792 $ 260,789 $ 797,636 $ 638,697 Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) 11,017 9,372 30,954 26,328 Selling and marketing expense 225,051 193,542 574,555 450,105 General and administrative expense 26,229 26,680 81,923 79,594 Product development 11,297 11,190 34,674 33,421 Depreciation 3,995 4,584 12,533 13,852 Amortization of intangibles 1,288 1,466 3,902 4,422 Restructuring and severance 80 273 1,235 498 Litigation settlements and contingencies 69 3,762 15,279 3,791 Total costs and expenses 279,026 250,869 755,055 612,011 Operating income 28,766 9,920 42,581 26,686 Other income (expense), net: Interest expense, net ( 17,907 ) ( 10,060 ) ( 37,393 ) ( 17,899 ) 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 ( 1,426 ) ( 447 ) ( 904 ) ( 2,692 ) Net income (loss) and comprehensive income (loss) $ 10,165 $ ( 57,978 ) $ 6,652 $ ( 49,210 ) Weighted average shares outstanding: Basic 13,623 13,349 13,538 13,236 Diluted 13,988 13,349 13,843 13,236 Net income (loss) per share: Basic $ 0.75 $ ( 4.34 ) $ 0.49 $ ( 3.72 ) Diluted $ 0.73 $ ( 4.34 ) $ 0.48 $ ( 3.72 ) The accompanying notes to consolidated financial statements are an integral part of these statements. 4 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) Common Stock Treasury Stock Total Number of Shares Amount Additional Paid-in Capital Accumulated Deficit Number of Shares Amount (in thousands) Balance as of December 31, 2024 $ 108,821 16,747 $ 167 $ 1,254,239 $ ( 879,407 ) 3,355 $ ( 266,178 ) Net income and comprehensive income ( 12,375 ) — — — ( 12,375 ) — — Non-cash compensation 9,927 — — 9,927 — — — Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes ( 2,630 ) 142 2 ( 2,632 ) — — — 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 ) 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 Total Number of Shares Amount Additional Paid-in Capital Accumulated Deficit Number of Shares Amount (in thousands) Balance as of December 31, 2023 $ 124,132 16,397 $ 164 $ 1,227,849 $ ( 837,703 ) 3,355 $ ( 266,178 ) Net income and comprehensive income 1,016 — — — 1,016 — — Non-cash compensation 7,789 — — 7,789 — — — Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes ( 1,422 ) 180 2 ( 1,424 ) — — — 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 ) 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. 5 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 2025 2024 (in thousands) Cash flows from 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 Amortization of intangibles 3,902 4,422 Depreciation 12,533 13,852 Non-cash compensation expense 20,091 22,085 Deferred income taxes 1,198 1,573 Bad debt expense 267 422 Amortization of debt issuance costs 1,360 1,691 Amortization of debt discount 335 224 Reduction in carrying amount of ROU asset, offset by change in operating lease liabilities ( 762 ) ( 2,624 ) Gain on settlement of convertible debt ( 266 ) ( 9,035 ) Loss on impairment of equity investments 1,225 58,376 Loss on repayment of term loans 7,861 — Changes in current assets and liabilities: Accounts receivable ( 51,921 ) ( 70,726 ) Prepaid and other current assets ( 5,439 ) 138 Accounts payable, accrued expenses and other current liabilities 61,733 74,445 Income taxes ( 1,993 ) ( 137 ) Other, net ( 1,048 ) ( 261 ) Net cash provided by operating activities 56,575 46,022 Cash flows from investing activities: 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 ) Repayment and repurchase of 0.50 % Convertible Senior Notes ( 115,007 ) ( 158,839 ) 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 ) 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 Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 68,578 $ 96,788 The accompanying notes to consolidated financial statements are an integral part of these statements. 6 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1— ORGANIZATION Company Overview LendingTree, Inc. is the parent of LT Intermediate Company, LLC, which holds all of the outstanding ownership interests of LendingTree, LLC, and LendingTree, LLC owns several companies (collectively, “LendingTree” or the “Company”). 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 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. The Company also serves as a valued partner to lenders and other providers seeking an efficient, scalable, and flexible source of customer acquisition with directly measurable benefits, by matching the consumer inquiries it generates with these providers. The consolidated financial statements include the accounts of LendingTree and all its wholly-owned entities. Intercompany transactions and accounts have been eliminated. Basis of Presentation 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 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”). The accompanying consolidated financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. Accordingly, they should be read in conjunction with the audited financial statements and notes thereto included in the 2024 Annual Report. NOTE 2— SIGNIFICANT ACCOUNTING POLICIES Accounting Estimates Management is required to make certain estimates and assumptions during the preparation of the consolidated financial statements in accordance with GAAP. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from those estimates. Significant estimates underlying the accompanying consolidated financial statements include: the recoverability of long-lived assets, goodwill and intangible assets; the determination of income taxes payable and deferred income taxes, including related valuation allowances; litigation accruals; contract assets; various other allowances, reserves and accruals; assumptions related to the determination of stock-based compensation; 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 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. If economic conditions worsen, such future changes may have an adverse impact on the Company's results of operations, financial position and liquidity. 7 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Certain Risks and Concentrations LendingTree's business is subject to certain risks and concentrations including dependence on third-party technology providers, exposure to risks associated with online commerce security and fraud. Financial instruments, which potentially subject the Company to concentration of credit risk at September 30, 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. The Company requires certain Network Partners to maintain security deposits with the Company, which, in the event of non-payment, would be applied against any accounts receivable outstanding. Due to the nature of the mortgage lending industry, interest rate fluctuations may negatively impact future revenue from the Company's marketplace. Lenders and lead purchasers participating on the Company's marketplace can offer their products directly to consumers through brokers, mass marketing campaigns or through other traditional methods of credit distribution. These lenders and lead purchasers can also offer their products online, either directly to prospective borrowers, through one or more online competitors, or both. If a significant number of potential consumers are able to obtain loans and other products from Network Partners without utilizing the Company's services, the Company's ability to generate revenue may be limited. Because the Company does not have exclusive relationships with the Network Partners whose loans and other financial products are offered on its online marketplace, consumers may obtain offers from these Network Partners without using its service. Other than a support services office in India, the Company's operations are geographically limited to and dependent upon the economic condition of the United States. Litigation Settlements and Contingencies Litigation settlements and contingencies consists of expenses related to actual or anticipated litigation settlements. Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2023-07 which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. This ASU 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. See Note — 15 Segment Information for further information. Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09 which expands annual disclosure requirements for income taxes, primarily through disclosure about disaggregated information about an entity's effective tax rate reconciliation and information on income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied on a prospective basis with the option to adopt the guidance retrospectively. 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. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, including adoption in interim periods. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements. 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. 8 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES 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 Revenue is as follows (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Home $ 38,109 $ 32,248 $ 115,546 $ 94,857 Personal loans 31,263 27,819 85,305 74,882 Other Consumer 34,910 31,655 99,420 91,944 Total Consumer 66,173 59,474 184,725 166,826 Insurance 203,512 169,065 497,321 377,008 Other ( 2 ) 2 44 6 Total revenue $ 307,792 $ 260,789 $ 797,636 $ 638,697 The Company derives its revenue primarily from match fees and closing fees. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied and promised services have transferred to the customer. The Company's services are generally transferred to the customer at a point in time. Revenue from Home products is primarily generated from upfront match fees paid by mortgage Network Partners that receive a loan request, and in some cases upfront fees for clicks or call transfers. Match fees and upfront fees for clicks and call transfers are earned through the delivery of loan requests that originated through the Company's websites or affiliates. The Company recognizes revenue at the time a loan request is delivered to the customer, provided that no significant obligations remain. The Company's contractual right to the match fee consideration is contemporaneous with the satisfaction of the performance obligation to deliver a loan request to the customer. Revenue from Consumer products is generated by match and other upfront fees for clicks or call transfers, as well as from closing fees and approval fees. Closing fees are derived from lenders on certain auto loans, business loans, and personal loans when the lender funds a loan with the consumer. Approval fees are derived from credit card issuers when the credit card consumer receives card approval from the credit card issuer. The Company recognizes revenue on closing fees and approval fees at the point when a loan request or a credit card consumer is delivered to the customer. The Company's contractual right to closing fees and approval fees is not contemporaneous with the satisfaction of the performance obligation to deliver a loan request or a credit card consumer to the customer. As such, the Company records a contract asset at each reporting period-end related to the estimated variable consideration on closing fees and approval fees for which the Company has satisfied the related performance obligation but are still pending the loan closing or credit card approval before the Company has a contractual right to payment. This estimate is based on the Company's historical closing rates and historical time between when a consumer request for a loan or credit card is delivered to the lender or card issuer and when the loan is closed by the lender or approved by the card issuer. Revenue from the Company's Insurance products is primarily generated from upfront match fees and upfront fees for website clicks or fees for calls. Match fees and upfront fees for clicks and call transfers are earned through the delivery of consumer requests that originated through the Company's websites or affiliates. The Company recognizes revenue at the time a consumer request is delivered to the customer, provided that no significant obligations remain. 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 $ 29.0 million and $ 20.5 million at September 30, 2025 and December 31, 2024, respectively. 9 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 $ 0.4 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 Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable are past due, previous loss history, current and expected economic conditions and the specific customer's current and expected ability to pay its obligation. Accounts receivable are considered past due when they are outstanding longer than the contractual payment terms. Accounts receivable are written off when management deems them uncollectible. A reconciliation of the beginning and ending balances of the allowance for doubtful accounts is as follows (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Balance, beginning of the period $ 1,366 $ 1,930 $ 1,407 $ 2,222 Charges to earnings 84 478 267 422 Write-off of uncollectible accounts receivable ( 45 ) ( 33 ) ( 288 ) ( 269 ) Recoveries collected — — 19 — Balance, end of the period $ 1,405 $ 2,375 $ 1,405 $ 2,375 NOTE 5— GOODWILL AND INTANGIBLE ASSETS The balance of goodwill, net and intangible assets, net is as follows (in thousands) : September 30, 2025 December 31, 2024 Goodwill $ 903,227 $ 903,227 Accumulated impairment losses ( 521,688 ) ( 521,688 ) Net goodwill $ 381,539 $ 381,539 Intangible assets with indefinite lives $ 10,142 $ 10,142 Intangible assets with definite lives, net 29,239 33,141 Total intangible assets, net $ 39,381 $ 43,283 Goodwill and Indefinite-Lived Intangible Assets 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. Changes in the timing of the recovery of the mortgage business, inflation, interest rates and other changes in current expectations could cause an impairment to the Insurance, Mortgage, or Consumer reporting units. Intangible assets with indefinite lives relate to the Company's trademarks. 10 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Intangible Assets with Definite Lives Intangible assets with definite lives relate to the following (in thousands) : Cost Accumulated Amortization Net Customer lists $ 69,100 $ ( 39,861 ) $ 29,239 Balance at September 30, 2025 $ 69,100 $ ( 39,861 ) $ 29,239 Cost Accumulated Amortization Net Customer lists $ 69,700 $ ( 36,559 ) $ 33,141 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 September 30, 2025, future amortization is estimated to be as follows (in thousands) : Amortization Expense Remainder of current year $ 1,288 Year ending December 31, 2026 5,092 Year ending December 31, 2027 4,948 Year ending December 31, 2028 4,539 Year ending December 31, 2029 2,767 Thereafter 10,605 Total intangible assets with definite lives, net $ 29,239 NOTE 6— ASSETS HELD FOR SALE In the first quarter of 2025, the Company approved a plan to sell its corporate aircraft. 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 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. 11 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 8— ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following (in thousands) : September 30, 2025 December 31, 2024 Accrued advertising expense $ 66,495 $ 59,381 Accrued compensation and benefits 19,223 23,504 Accrued professional fees 1,167 1,311 Customer deposits and escrows 7,679 7,673 Current lease liabilities 5,494 5,799 Accrued contingencies 19,061 3,868 Other 5,766 5,649 Total accrued expenses and other current liabilities $ 124,885 $ 107,185 NOTE 9— SHAREHOLDERS' EQUITY Basic and diluted income per share was determined based on the following share data (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Weighted average basic common shares 13,623 13,349 13,538 13,236 Effect of stock options 2 — — — Effect of dilutive share awards 363 — 305 — Weighted average diluted common shares 13,988 13,349 13,843 13,236 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 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. 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. 12 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Equity Distribution Agreement 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 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 Non-cash compensation related to equity awards is included in the following line items in the accompanying consolidated statements of operations and comprehensive income (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Cost of revenue $ 73 $ 62 $ 101 $ 231 Selling and marketing expense 652 713 1,987 2,566 General and administrative expense 3,647 5,029 15,510 15,802 Product development 630 1,055 2,238 3,486 Restructuring and severance — — 255 — Total non-cash compensation $ 5,002 $ 6,859 $ 20,091 $ 22,085 Stock Options A summary of changes in outstanding stock options is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (a) (per option) (in years) (in thousands) Options outstanding at January 1, 2025 371,386 $ 226.17 Granted — — Exercised — — Forfeited — — Expired ( 11,909 ) 144.89 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. 13 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Stock Options with Market Conditions A summary of changes in outstanding stock options with market conditions at target is as follows: Number of Options with Market Conditions Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (a) (per option) (in years) (in thousands) Options outstanding at January 1, 2025 699,312 $ 227.74 Granted — — Exercised — — Forfeited — — Expired ( 217,643 ) 300.00 Options outstanding at September 30, 2025 481,669 195.10 1.85 $ — Options exercisable at September 30, 2025 481,669 $ 195.10 1.85 $ — (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. 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 A summary of changes in outstanding nonvested restricted stock units (“RSUs”) is as follows: RSUs Number of Units Weighted Average Grant Date Fair Value (per unit) Nonvested at January 1, 2025 569,460 $ 46.37 Granted 541,690 41.75 Vested ( 279,156 ) 52.98 Forfeited ( 30,802 ) 42.13 Nonvested at September 30, 2025 801,192 $ 41.11 Restricted Stock Units with Market Conditions A summary of changes in outstanding nonvested RSUs with performance conditions is as follows: RSUs with Market Conditions (a) Number of Units Weighted Average Grant Date Fair Value (per unit) Nonvested at January 1, 2025 46,000 $ 35.24 Granted 100,000 34.11 Vested ( 34,500 ) 35.83 Forfeited — — Nonvested at September 30, 2025 111,500 $ 34.04 14 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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. Nine Months Ended September 30, 2025 2024 Expected term (1) 4.00 years 5.00 years Expected volatility (2) 74.09 % 68.06 % Risk-free interest rate (3) 3.91 % 4.13 % Expected dividend (4) — — (1) The expected term of RSUs with market conditions granted was calculated using the respective performance period plus any time-based vesting requirement. (2) The expected volatility rate is based on the historical volatility of the Company's common stock. (3) The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards in effect at the grant date. (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. Employee Stock Purchase Plan In 2021, the Company implemented an employee stock purchase plan (“ESPP”), under which a total of 262,731 shares of the Company's common stock were reserved for issuance. As of September 30, 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. Under the terms of the ESPP, eligible employees are granted options to purchase shares of the Company's common stock at 85 % of the lesser of (1) the fair market value at time of grant or (2) the fair market value at time of exercise. The offering periods and purchase periods are typically six-month periods ending on June 30 and December 31 of each year. During the nine months ended September 30, 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: Nine Months Ended September 30, 2025 2024 Expected term (1) 0.50 years 0.50 years Expected dividend (2) — — Expected volatility (3) 71 - 79 % 78 - 82 % Risk-free interest rate (4) 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. (2) No dividends are expected to be paid, resulting in a zero expected dividend rate. (3) The expected volatility rate is based on the historical volatility of the Company's common stock. 15 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (4) The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the employee stock purchase rights in effect at the grant date. NOTE 11— INCOME TAXES Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands, except percentages) Income tax expense $ ( 1,426 ) $ ( 447 ) $ ( 904 ) $ ( 2,692 ) Effective tax rate 12.3 % ( 0.8 ) % 12.0 % ( 5.8 ) % 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 Convertible Senior Notes 2025 Notes 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 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. 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. 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. 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. There were no conversions in the third quarter of 2025. 16 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 2020 Hedge and Warrants On July 24, 2020, in connection with the issuance of the 2025 Notes, the Company entered into Convertible Note Hedge (the “2020 Hedge”) and warrant transactions with respect to the Company’s common stock. 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 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. 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. 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 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 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. 17 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES 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; or • 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 18 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES 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, 2025 Current Portion Gross carrying amount $ 4,000 Debt issuance costs 26 Unamortized original issue discount 38 Net carrying amount $ 3,936 Long-term Portion Gross carrying amount $ 396,000 Debt issuance costs 3,796 Unamortized original issue discount 3,834 Net carrying amount $ 388,370 19 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 13— CONTINGENCIES Overview LendingTree is involved in legal proceedings on an ongoing basis. In assessing the materiality of a legal proceeding, the Company evaluates, among other factors, the amount of monetary damages claimed, as well as the potential impact of non-monetary remedies sought by plaintiffs (e.g., injunctive relief) that may require it to change its business practices in a manner that could have a material and adverse impact on the Company's business. With respect to the matters disclosed in this Note 13, unless otherwise indicated, the Company is unable to estimate the possible loss or range of losses that could potentially result from the application of such non-monetary remedies. In the ordinary course of business, we are party to litigation involving property, contract, intellectual property and a variety of other claims. The amounts that may be incurred in such matters may be subject to insurance coverage. As of 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. Legal Matters On or about October 29, 2019, Joseph Mantha filed a class action lawsuit against QuoteWizard.com, LLC alleging claims in violation of the Telephone Consumer Protection Act. On August 16, 2024, the U.S. District Court of Massachusetts granted the plaintiff’s motion to certify a class. The Company participated in a mediation in April 2025 and reached a preliminary agreement on the terms of settlement. 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 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 The Company manages its business and reports its financial results through the following three operating and reportable segments: 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 "CODM"), the Company's Chief Executive Officer, for the purpose of assessing performance and allocating resources. The Home segment includes the following products: purchase mortgage, refinance mortgage, and home equity loans and lines of credit. The Consumer segment includes the following products: 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. Segment marketing expense represents the portion of selling and marketing expense attributable to variable costs paid for advertising, direct marketing and related expenses, that are directly attributable to the segments' products. This measure excludes overhead, fixed costs and personnel-related expenses. 20 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three Months Ended September 30, 2025 Home Consumer Insurance Other Total (in thousands) Revenue $ 38,109 $ 66,173 $ 203,512 $ ( 2 ) $ 307,792 Segment marketing expense 26,327 30,970 155,864 68 213,229 Segment profit (loss) 11,782 35,203 47,648 ( 70 ) 94,563 Cost of revenue 11,017 Brand and other marketing expense 11,822 General and administrative expense 26,229 Product development 11,297 Depreciation 3,995 Amortization of intangibles 1,288 Restructuring and severance 80 Litigation settlements and contingencies 69 Operating income 28,766 Interest expense, net ( 17,907 ) Other income 732 Income before income taxes $ 11,591 Three Months Ended September 30, 2024 Home Consumer Insurance Other Total (in thousands) Revenue $ 32,248 $ 59,474 $ 169,065 $ 2 $ 260,789 Segment marketing expense 22,993 31,491 127,622 45 182,151 Segment profit (loss) 9,255 27,983 41,443 ( 43 ) 78,638 Cost of revenue 9,372 Brand and other marketing expense 11,391 General and administrative expense 26,680 Product development 11,190 Depreciation 4,584 Amortization of intangibles 1,466 Restructuring and severance 273 Litigation settlements and contingencies 3,762 Operating income 9,920 Interest expense, net ( 10,060 ) Other expense ( 57,391 ) Loss before income taxes $ ( 57,531 ) 21 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Nine Months Ended September 30, 2025 Home Consumer Insurance Other Total (in thousands) Revenue $ 115,546 $ 184,725 $ 497,321 $ 44 $ 797,636 Segment marketing expense 77,562 90,315 370,967 138 538,982 Segment profit (loss) 37,984 94,410 126,354 ( 94 ) 258,654 Cost of revenue 30,954 Brand and other marketing expense 35,573 General and administrative expense 81,923 Product development 34,674 Depreciation 12,533 Amortization of intangibles 3,902 Restructuring and severance 1,235 Litigation settlements and contingencies 15,279 Operating income 42,581 Interest expense, net ( 37,393 ) Other income 2,368 Income before income taxes $ 7,556 Nine Months Ended September 30, 2024 Home Consumer Insurance Other Total (in thousands) Revenue $ 94,857 $ 166,826 $ 377,008 $ 6 $ 638,697 Segment marketing expense 66,703 84,491 265,751 104 417,049 Segment profit (loss) 28,154 82,335 111,257 ( 98 ) 221,648 Cost of revenue 26,328 Brand and other marketing expense 33,056 General and administrative expense 79,594 Product development 33,421 Depreciation 13,852 Amortization of intangibles 4,422 Restructuring and severance 498 Litigation settlements and contingencies 3,791 Operating income 26,686 Interest expense, net ( 17,899 ) 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. 22 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 16— SUBSEQUENT EVENTS 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. Mr. 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. Mr. 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. 23 Table of Contents