What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-09 compared with 2025-03-07 · 260 added, 364 removed, 976 unchanged (39% of the section changed)

14 unchanged sentences

We have audited the accompanying consolidated balance sheets of LendingTree, Inc.

and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the "consolidated financial statements").

and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

1 unchanged sentence

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible debt in 2022.

Basis for Opinions

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Equity Investment Impairment Assessment - Stash Investment

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s consolidated equity investments balance was $1.7 million as of December 31, 2024 and relates to an equity interest in Stash Financial, Inc.

In the third quarter of 2024, management determined there was an impairment indicator related to the Company’s Stash investment and performed a valuation of the investment, which resulted in an impairment charge of $43.4 million.

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

The equity investments are 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.

Management determined the fair value by predominantly modeling the Company’s value of the investment based on the new funding terms utilizing an option pricing model.

Determining the fair value using the new funding terms requires the exercise of significant judgments, including judgments about the appropriate volatility, risk-free rate of return, time to expiration, and liquidation preferences.

The principal considerations for our determination that performing procedures relating to the equity investment impairment assessment of the Stash investment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Stash investment;

(ii) a high degree of auditor judgment , subjectivity , and effort in performing procedures and evaluating management’s significant assumptions related to volatility, risk-free rate of return, time to expiration, and liquidation preferences;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Revenue Recognition

As described in Notes 2 and 3 to the consolidated financial statements, 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.

The Company recognized revenue of $1.1 billion for the year ended December 31, 2025.

The principal considerations for our determination that performing procedures relating to revenue recognition is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to the Company’s revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s equity investment impairment assessment, including controls over the valuation of the Stash investment.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Stash investment;

(ii) evaluating the appropriateness of the option pricing model used by management;

(iii) testing the completeness and accuracy of the underlying data, including the new funding terms, used in the option pricing model;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to volatility, risk-free rate of return, time to expiration, and liquidation preferences.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the option pricing model and (ii) the reasonableness of the assumptions related to volatility, risk-free rate of return, time to expiration, and liquidation preferences.

These procedures included testing the effectiveness of controls relating to the revenue recognition process.

These procedures also included, among others (i) evaluating certain revenue transactions by either (a) testing the issuance and settlement of invoices and credit memos, tracing transactions not settled to a detailed listing of accounts receivable, and testing the completeness and accuracy of certain data provided by management or (b) on a sample basis, by obtaining and inspecting source documents, such as contracts, evidence of satisfaction of the performance obligation, and payment receipts;

and (ii) confirming outstanding customer invoice balances as of December 31, 2025, on a sample basis, and for confirmations not returned, obtaining and inspecting source documents, such as invoices, evidence of satisfaction of the performance obligation, and subsequent payment receipts.

/s/ PricewaterhouseCoopers LLP

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Cash and cash equivalents $ 81,073 $ 106,594

Restricted cash and cash equivalents — 5

Accounts receivable (net of allowance of $ 1,322 and $ 1,407 , respectively)

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Intangible assets, net 38,092 43,283

Deferred income tax assets 124,867 —

Equity investments (Note 7)

48 unchanged sentences

Interest (expense) income, net ( 46,787 ) ( 27,849 ) 21,685

Other (expense) income ( 54,162 ) ( 105,993 ) 3,843

Loss before income taxes ( 37,384 ) ( 124,919 ) ( 54,933 )

Income tax (expense) benefit ( 4,320 ) 2,515 ( 133,019 )

Net loss and comprehensive loss $ ( 41,704 ) $ ( 122,404 ) $ ( 187,952 )

Other income (expense) 2,998 ( 54,162 ) ( 105,993 )

Income (loss) before income taxes 21,024 ( 37,384 ) ( 124,919 )

Income tax benefit (expense) 130,284 ( 4,320 ) 2,515

Net income (loss) and comprehensive income (loss) $ 151,308 $ ( 41,704 ) $ ( 122,404 )

Weighted average shares outstanding:

1 unchanged sentence

Diluted 14,062 13,269 12,941

Net loss per share:

Net income (loss) per share:

Basic $ 11.14 $ ( 3.14 ) $ ( 9.46 )

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Non-cash compensation 39,682 — — 39,682 — — —

Purchase of treasury stock ( 43,009 ) — — — — 379 ( 43,009 )

Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes ( 1,087 ) 230 2 ( 1,089 ) — — —

Cumulative effect adjustment due to ASU 2020-06 ( 65,303 ) — — ( 109,750 ) 44,447 — —

Other 1 — — 1 — — —

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

2 unchanged sentences

Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes ( 2,186 ) 350 3 ( 2,189 ) — — —

Other 1 — — 1 — — —

Balance as of December 31, 2024 $ 108,821 16,747 $ 167 $ 1,254,239 $ ( 879,407 ) 3,355 $ ( 266,178 )

Net loss and comprehensive loss ( 41,704 ) — — — ( 41,704 ) — —

Net income and comprehensive loss 151,308 — — — 151,308 — —

Non-cash compensation 29,457 — — 29,457 — — —

9 unchanged sentences

Cash flows from operating activities:

Net loss and comprehensive loss $ ( 41,704 ) $ ( 122,404 ) $ ( 187,952 )

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

Loss on impairments and disposal of assets 2,584 5,437 6,590

Net income (loss) and comprehensive income (loss) $ 151,308 $ ( 41,704 ) $ ( 122,404 )

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

(Gain) loss on impairments and disposal of assets ( 71 ) 2,584 5,437

Amortization of intangibles 5,190 5,889 7,694

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Gain on settlement of convertible debt ( 266 ) ( 9,035 ) ( 48,562 )

Loss (gain) on investments 58,376 114,504 —

Loss on impairment of equity investments 1,225 58,376 114,504

Loss on impairment of goodwill — — 38,600

Changes in current assets and liabilities:

Loss on repayment of term loans 7,861 — —

Changes in assets and liabilities:

Accounts receivable ( 13,056 ) ( 43,007 ) 27,706

Prepaid and other current assets ( 4,747 ) ( 2,977 ) ( 4,313 )

Prepaid and other assets ( 13,586 ) ( 4,747 ) ( 2,977 )

Accounts payable, accrued expenses and other current liabilities 19,990 44,581 ( 5,541 )

4 unchanged sentences

Capital expenditures ( 12,423 ) ( 11,220 ) ( 12,528 )

Purchase of equity investment — — ( 16,440 )

Proceeds from the sale of fixed assets 2,497 — —

Other investing activities — 2 50

2 unchanged sentences

Payments related to net-share settlement of stock-based compensation, net of proceeds from exercise of stock options ( 2,789 ) ( 2,186 ) ( 1,088 )

Purchase of treasury stock — — ( 43,009 )

Proceeds from term loan 450,000 125,000 —

Repayment of term loan ( 410,375 ) ( 12,500 ) ( 1,875 )

Repurchases of 0.50 % Convertible Senior Notes

( 158,839 ) ( 237,464 ) —

Repayment of 0.625 % Convertible Senior Notes

Repayment and repurchase of 0.50 % Convertible Senior Notes

( 115,007 ) ( 158,839 ) ( 237,464 )

Payment of revolver issuance costs ( 1,432 ) — —

Payment of debt issuance costs ( 5,095 ) ( 4,300 ) ( 1,580 )

1 unchanged sentence

Other financing activities — ( 552 ) 1

Net cash (used in) provided by financing activities ( 56,502 ) ( 242,006 ) 32,536

Net (decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents ( 5,462 ) ( 186,913 ) 47,627

Net cash used in financing activities ( 88,698 ) ( 56,502 ) ( 242,006 )

Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents ( 25,521 ) ( 5,462 ) ( 186,913 )

Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period 106,594 112,056 298,969

15 unchanged sentences

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

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

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

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

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

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, personal loans and student loans when the lender funds a loan with the consumer.

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

Under ASC Topic 606, the timing of recognizing revenue for closing fees and approval fees is accelerated to the point when a loan request or a credit card consumer is delivered to the customer, as opposed to when the consumer loan is closed by

The Company's contractual right to closing fees and approval fees is not

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the lender or credit card approval is made by the issuer.

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.

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.

The current portion of the contract asset is recorded within prepaid expenses and other current assets and the non-current portion is recorded within other non-current assets on the consolidated balance sheets based on the expected timing of future closed loans or approvals by issuers.

The closing fee on an original loan and approval 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.

The closing fee on a renewal loan is estimated using historical renewal and commission rates.

The time between satisfaction of the Company's performance obligation and when the Company's right to consideration becomes unconditional varies across products but is generally less than 90 days for auto loans, personal loans, and credit card approvals.

The time between satisfaction of the Company's performance obligation and when the Company's right to consideration becomes unconditional for small business loans is generally less than 5 years.

The time between satisfaction of the Company's performance obligation and when the Company's right to consideration becomes unconditional for small business loans is approximately 5 years.

Revenue from the Company's Insurance products is primarily generated from upfront match fees and upfront fees for website clicks or fees for calls.

42 unchanged sentences

Furniture and other equipment 7 years

Aircraft 10 years

Hosting Arrangement that is a Service Contract

8 unchanged sentences

Goodwill acquired in business combinations is assigned to the reporting units that are expected to benefit from the combination as of the acquisition date.

Goodwill and indefinite-lived intangible assets, consisting of certain trade names and

Goodwill and indefinite-lived intangible assets, consisting of certain trade names and trademarks, are not amortized.

Rather, these assets are tested annually for impairment as of October 1, or more frequently upon the occurrence of certain events or substantive changes in circumstances.

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

trademarks, are not amortized.

Rather, these assets are tested annually for impairment as of October 1, or more frequently upon the occurrence of certain events or substantive changes in circumstances.

As part of its annual impairment testing of goodwill and indefinite-lived intangible assets, in each instance, the Company may elect to assess qualitative factors as a basis for determining whether it is necessary to perform the traditional quantitative impairment testing.

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Accordingly, no further testing was required.

At December 31, 2024, the Company performed its quarterly review of impairment triggering events for goodwill and determined that a triggering event had not occurred.

Long-Lived Assets and Intangible Assets with Definite Lives

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• An active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated;

• The sale of the asset or disposal group is probable and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company's control extend the period of time required to sell the asset or disposal group beyond one year;

• The asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value;

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• The asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value;

• Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

22 unchanged sentences

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

Product Development

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

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Product Development

Advertising and Promotional Expense

11 unchanged sentences

The forms of stock-based awards granted to LendingTree employees are principally restricted stock units (“RSUs”), RSUs with performance conditions, stock options, and employee stock purchases related to the Employee Stock Purchase Plan (“Employee Stock Purchase Rights”).

Further, stock options with market conditions, restricted stock awards (“RSAs”) with performance conditions and RSAs with market conditions have been granted to the Company's Chairman and Chief Executive Officer.

RSUs are awards in the form of units, denominated in a hypothetical equivalent number of shares of LendingTree common stock and with the value of each award equal to the fair value of LendingTree common stock at the date of grant.

11 unchanged sentences

Non-cash compensation expense for single cliff-vesting grants with a market condition are recognized on a straight-line basis, while graded-vesting grants with a market condition use graded vesting expense attribution.

Excess tax benefits and deficiencies that arise due to the difference in the measure of stock compensation and the amount deductible for tax purposes are recorded in income tax expense within the consolidated statement of operations and comprehensive income (loss), and are classified as a component of operating cash flows within the consolidated statements of cash flows.

Litigation Settlements and Contingencies

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

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

comprehensive income (loss), and are classified as a component of operating cash flows within the consolidated statements of cash flows.

Litigation Settlements and Contingencies

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

The Company is involved in legal proceedings on an ongoing basis.

23 unchanged sentences

Due to the nature of the mortgage lending industry, interest rate fluctuations may negatively impact future revenue from the Company's marketplace.

For the year ended December 31, 2024, two network partners accounted for 22 % and 11 %, respectively, of total consolidated revenue, all of which was recorded within the Insurance segment.

For the years December 31, 2023, and December 31, 2022 there were no network partners accounting for more than 10% of total revenue.

For the year ended December 31, 2025, one network partner accounted for 27 % of total consolidated revenue, all of which was recorded within the Insurance segment.

For the year December 31, 2024, two network partners accounted for 22 % and 11 %, respectively, of total consolidated revenue, all of which was recorded within the Insurance segment.

For the year ended December 31, 2023 there were no network partners accounting for more than 10% of total revenue.

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.

9 unchanged sentences

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

Early adoption is permitted, including adoption in interim periods.

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

1 unchanged sentence

See Note 19—Segment Information for further information.

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, which simplifies the accounting for convertible instruments, amends the derivatives scope exception guidance for contracts in an entity’s own equity, and amends the related earnings-per-share guidance.

Under the new guidance, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital.

As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives.

Additionally, the new guidance requires the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share.

This ASU is effective for annual and interim reporting periods beginning after December 15, 2021, with early adoption permitted for periods beginning after December 15, 2020.

An entity may adopt the amendments through either a modified retrospective method of transition or a fully retrospective method of transition.

The Company adopted ASU 2020-06 on January 1, 2022 using the modified retrospective transition approach and recognized the cumulative effect of initially applying ASU 2020-06 as a $ 44.4 million adjustment to the opening balance of accumulated deficit, comprised of $ 60.8 million for the interest adjustment, net of $ 16.4 million for the related tax impacts.

The recombination of the equity conversion component of our convertible debt remaining outstanding caused a reduction in additional paid-in capital and an increase in deferred income tax assets.

The removal of the remaining debt discounts recorded for this previous separation had the effect of increasing our net debt balance.

ASU 2020-06 also requires the dilutive impact of convertible debt instruments to utilize the if-converted method when calculating diluted earnings per share and the result is more dilutive.

The prior period consolidated financial statements have not been retrospectively adjusted and continue to be reported under the accounting standards in effect for those periods.

See Note 14—Debt for further information.

The cumulative effect of the changes made to the consolidated January 1, 2022 balance sheet for the adoption of ASU 2020-06 were as follows (in thousands):

December 31, 2021 Adjustments due to

ASU 2020-06 January 1, 2022

Deferred income tax assets $ 87,581 $ 23,979 $ 111,560

Current portion of long-term debt $ 166,008 $ 3,213 $ 169,221

Long-term debt 478,151 86,069 564,220

Shareholders' equity:

Additional paid-in capital $ 1,242,794 $ ( 109,750 ) $ 1,133,044

Accumulated deficit ( 571,794 ) 44,447 ( 527,347 )

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

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

This ASU is effective for annual periods beginning after December 15, 2024.

The Company adopted this ASU on December 31, 2025 and elected to apply the guidance on a prospective basis.

See Note 12—Income Taxes for further information.

Recently Issued Accounting Pronouncements

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.

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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 is 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.

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.

In December 2025, the FASB issued ASU No.

2025-11 which clarifies interim disclosure requirements in order to improve the consistency, clarity and navigability of interim financial statements.

This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The guidance in this ASU can be applied either on a prospective or a retrospective basis.

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

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3— REVENUE

9 unchanged sentences

Total revenue $ 1,117,324 $ 900,219 $ 672,502

The contract asset recorded within prepaid and other current assets on the consolidated balance sheets related to estimated variable consideration was $ 20.5 million and $ 13.7 million on December 31, 2024 and 2023, respectively.

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

The total contract asset related to estimated variable consideration was $ 33.5 million and $ 20.5 million on December 31, 2025 and 2024, respectively.

At December 31, 2025, $ 22.5 million was included in prepaid and other current assets on the consolidated balance sheet.

As the contract liability was in the Ovation business that was closed during 2023, there is no contract liability in the accompanying balance sheets.

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

1 unchanged sentence

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

The Company recognized an increase of $ 0.4 million to such revenue from prior periods in 2024, an immaterial increase to such revenue from prior periods in 2023, and an increase of $ 0.5 million to such revenue from prior periods in 2022.

NOTE 4— CASH AND RESTRICTED CASH

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

December 31, 2024 December 31, 2023

Cash and cash equivalents $ 106,594 $ 112,051

Restricted cash and cash equivalents — 5

Total cash, cash equivalents, restricted cash and restricted cash equivalents $ 106,594 $ 112,056

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company recognized an increase for closing and approval fees of $ 0.4 million to such revenue from prior periods in 2025, an increase of $ 0.4 million to such revenue in 2024, and an immaterial increase to such revenue from prior periods in in 2023.

NOTE 4— PROPERTY AND EQUIPMENT

12 unchanged sentences

Long-lived assets located outside the United States, the Company's country of domicile, were immaterial at December 31, 2025 and December 31, 2024.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5— HOSTING ARRANGEMENTS

8 unchanged sentences

Amortization expense included within general and administrative expense on the consolidated statement of operations and comprehensive income (loss) associated with these capitalized implementation costs was $ 3.6 million, $ 3.8 million and $ 3.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6— GOODWILL AND INTANGIBLE ASSETS

23 unchanged sentences

The fair values of each reporting unit were determined using a combination of the income approach and the market approach valuation methodologies.

The Company will continue to monitor 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.

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company will continue to monitor each of the reporting units and the impact of business or economic changes on the fair value of the reporting unit.

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

Intangible Assets with Definite Lives

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Customer lists 13.6 years $ 69,700 $ ( 36,559 ) $ 33,141

Trademarks and tradenames 5.0 years 1,300 ( 1,278 ) 22

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

During 2024 a trademark and tradename intangible asset became fully amortized, reducing the cost and accumulated amortization in the table above.

In the fourth quarter of 2024, the Company made the decision to cease offering its student loan products and plans to be substantially completed in the first quarter of 2025.

During 2025 a customer list became fully amortized, reducing the cost and accumulated amortization in the table above.

In the fourth quarter of 2024, the Company made the decision to cease offering its student loan products.

An impairment charge of $ 1.4 million was recorded in the fourth quarter of 2024 associated with student loan customer list intangible assets with an original cost of $ 6.4 million

17 unchanged sentences

In 2021, the Company recorded a net unrealized gain on the investment in Stash of $ 95.4 million as a result of an adjustment to the fair value of the Stash equity securities based on observable market events.

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

Based on the valuation, the Company determined the estimated fair value was below

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the carrying value of the investment and recorded an impairment charge of $ 113.1 million.

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

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

The Company determined the fair value by using a market approach and a DCF analysis.

5 unchanged sentences

In the second quarter of 2025, the Company recorded an impairment of $ 1.2 million on its investment in Stash.

As of December 31, 2025, the carrying value of the Company’s investment in Stash was $ 0.5 million.

5 unchanged sentences

These impairments are included within other income on the consolidated statement of operations and comprehensive income.

As of December 31, 2022, there had been no impairments to the acquisition cost of the equity securities.

NOTE 8— ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

6 unchanged sentences

Current lease liabilities 4,394 5,799

Accrued contingencies 13,001 3,868

Other 5,196 5,649

40 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11— SHAREHOLDERS' EQUITY

Basic and diluted (loss) income per share was determined based on the following share data (in thousands) :

NOTE 10— EARNINGS PER SHARE and SHAREHOLDERS' EQUITY

Basic net income (loss) per share attributable to common shareholders is calculated by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period.

Diluted net income (loss) per share is calculated by dividing net income (loss), adjusted on an if-converted basis for the period, by the weighted-average number of shares outstanding and potentially dilutive common stock outstanding during the period.

The following table presents the calculation of basic and diluted net income (loss) per share for the periods presented (in thousands, except per share amounts) :

Year Ended December 31,

2025 2024 2023

Net income (loss) $ 151,308 $ ( 41,704 ) $ ( 122,404 )

Add back interest expense, net of tax attributable to assumed conversion of convertible senior notes 234 — —

Net income (loss) attributable to common stockholders-diluted $ 151,542 $ ( 41,704 ) $ ( 122,404 )

Weighted average basic common shares 13,584 13,269 12,941

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Effect of dilutive share awards 358 — —

Dilutive effect of assumed conversion of convertible senior notes 120 — —

Weighted average diluted common shares 14,062 13,269 12,941

Net income (loss) attributable to common shareholders-basic $ 11.14 $ ( 3.14 ) $ ( 9.46 )

Net income (loss) attributable to common shareholders-diluted $ 10.78 $ ( 3.14 ) $ ( 9.46 )

For the year ended December 31, 2025 the weighted average shares that were anti-dilutive included options to purchase 0.8 million shares of common stock and an immaterial amount of restricted stock units.

For the year ended December 31, 2024, the Company had a net loss 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.

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Approximately 0.2 million shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the year ended December 31, 2024 because their inclusion would have been anti-dilutive.

For the year ended December 31, 2024 the weighted average shares that were anti-dilutive included options to purchase 0.9 million shares of common stock and immaterial amount of restricted stock units.

For the year ended December 31, 2024 the weighted average shares that were anti-dilutive included options to purchase 0.9 million shares of common stock and an immaterial amount of restricted stock units.

For the year ended December 31, 2023, the Company had a net loss 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.

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An immaterial amount of shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the year ended December 31, 2023 because their inclusion would have been anti-dilutive.

For the year ended December 31, 2023 the weighted average shares that were anti-dilutive included options to purchase 1.2 million shares of common stock and 0.5 million restricted stock units.

For the year ended December 31, 2022, the Company had a net loss 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 year ended December 31, 2022 because their inclusion would have been anti-dilutive.

For the year ended December 31, 2023, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 1.2 million shares of common stock and 0.5 million restricted stock units.

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

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

These convertible notes were settled in 2025 and the warrants have expired and are no longer outstanding.

See Note 13—Debt for additional information.

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

See Note 2—Significant Accounting Policies for additional information.

Approximately 0.6 million shares related to the potentially dilutive shares of the Company's common stock associated with the 0.50 % Convertible Senior Notes due July 15, 2025 were excluded from the calculation of diluted loss per share for the year ended December 31, 2024 because their inclusion would have been anti-dilutive.

Approximately 1.2 million shares related to the potentially dilutive shares of the Company's common stock associated with the 0.50 % Convertible Senior Notes due July 15, 2025 were excluded from the calculation of diluted loss per share for the year ended December 31, 2023 because their inclusion would have been anti-dilutive.

Approximately 2.1 million shares related to the potentially dilutive shares of the Company's common stock associated with the 0.50 % Convertible Senior Notes due July 15, 2025 and the 0.625 % Convertible Senior Notes due June 1, 2022 were excluded from the calculation of diluted loss per share for the year ended December 31, 2022 because their inclusion would have been anti-dilutive.

Shares of the Company's stock associated with warrants issued by the Company in 2017 and 2020 were excluded from the calculation of diluted (loss) income per share for the years ended December 31, 2024, 2023, and 2022 because their inclusion would have been anti-dilutive.

In 2021, the Company implemented an employee stock purchase plan, which did not have a material impact to the calculation of diluted shares.

See Note 12—Stock-Based Compensation for a full description of outstanding equity awards.

LENDINGTREE, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

inclusion would have been anti-dilutive.

Shares of the Company's stock associated with warrants issued by the Company in 2020 were excluded from the calculation of diluted income (loss) per share for the years ended December 31, 2025, 2024, and 2023 because their inclusion would have been anti-dilutive.

See Note 11—Stock-Based Compensation for a full description of outstanding equity awards.

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 year ended December 31, 2024.

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 years ended December 31, 2025 and 2024.

Common Stock Repurchases

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The Company did no t purchase shares of its common stock during the years ended December 31, 2025, 2024, and 2023.

During the year ended December 31, 2022 the Company purchased 379,895 shares of its common stock for aggregate consideration of $ 43.0 million, respectively.

At December 31, 2025, $ 96.7 million remains authorized for share repurchase.

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Total non-cash compensation $ 29,457 $ 28,579 $ 39,682

In 2025, non-cash compensation within general and administrative expense includes $ 5.8 million of expense due to the acceleration of certain equity awards associated with our previous Founder and Chief Executive Officer.

For the years ended December 31, 2025, 2024, and 2023, the Company recognized $ 3.4 million, $ 4.7 million, and $ 7.4 million, respectively, of income tax benefit, including state taxes, related to non-cash compensation.

Additionally, for the year ended December 31, 2025, 2024, and 2023 the Company recognized excess tax expense of $ 0.9 million, $ 4.4 million, and $ 7.8 million, respectively.

See Note 2—Significant Accounting Policies, for additional information regarding excess tax benefits and deficiencies.

LENDINGTREE, INC.

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

As of December 31, 2024, there was approximately $ 4.5 million of unrecognized compensation cost related to stock options.

These costs are expected to be recognized over a weighted-average period of approximately 1.3 years.

As of December 31, 2025, there was no unrecognized compensation cost related to stock options.

Upon exercise, the intrinsic value represents the pre-tax difference between the Company's closing stock price on the exercise date and the exercise price, multiplied by the number of stock options exercised.

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During the year ended December 31, 2024, the total intrinsic value of stock options that were exercised was $ 4.2 million.

Cash received from stock option exercises was $ 1.4 million and there was no related actual tax benefit realized due to the full valuation allowance against net deferred tax assets for the year ended December 31, 2024.

Cash received from stock option exercises was $ 1.4 million and there was no related actual tax benefit realized due to the valuation allowance against net deferred tax assets for the year ended December 31, 2024.

During the years ended December 31, 2025, 2024, and 2023 there were no stock options granted.

During the year ended December 31, 2022, the Company granted stock options with a weighted average grant date fair value per share of $ 53.21 , of which the vesting periods include (a) immediately upon grant, (b) earlier of one year from grant date and the Company's annual meeting of stockholders for 2023, and (c) 33 % over a period of three years from the grant date.

For purposes of determining stock-based compensation expense, the weighted average grant date fair value per share of the stock options was estimated using the Black-Scholes option pricing model, which requires the use of various key assumptions.

The weighted average assumptions used are as follows:

Year Ended December 31,

2024 2023 2022

Expected term (1)

— — 5.00 - 6.00 years

Expected dividend (2)

Expected volatility (3)

— — 53 % - 56 %

Risk-free interest rate (4)

— — 1.62 % - 3.23 %

(1) The expected term of stock options granted was calculated using the 'Simplified Method', which utilizes the midpoint between the weighted average time of vesting and the end of the contractual term.

This method was utilized for the stock options due to a lack of historical exercise behavior by the Company's employees.

(2) For all stock options granted during the year ended December 31, 2022, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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 awards, in effect at the grant date.

During the years ended December 31, 2025, 2024 and 2023, the total grant date fair value of options vested was $ 5.7 million, $ 6.0 million and $ 11.9 million, respectively.

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Options exercisable 481,669 $ 195.10 0.78 $ —

(a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $ 38.75 on the last trading day of 2024 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on December 31, 2024.

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

As of December 31, 2024, there was approximately $ 5.3 million of unrecognized compensation cost related to stock options with market conditions.

These costs are expected to be recognized over a weighted-average period of approximately 1.5 years.

For single cliff-vesting stock options with market conditions, the fair value will be recognized on a straight-line basis through each grant’s vest date, whether or not any of the total shareholder return targets are met.

For graded-vesting stock options with market conditions, the fair value will be recognized using graded vesting expense attribution, whether or not any of the total shareholder return targets are met.

No stock options with market conditions were granted in 2022, 2023 or 2024.

During the year ended December 31, 2020, the Company granted stock options with a weighted-average grant date fair value per share of $ 142.54 .

The single cliff-vesting stock options granted during the year ended December 31, 2020 had a vest date of March 31, 2024.

The graded-vesting stock options granted during the year ended December 31, 2020 have a vesting schedule with vesting dates of December 31, 2024, December 31, 2025 and December 31, 2026.

In December 2020, the Company granted graded-vesting stock options with a market condition to its Chairman and Chief Executive Officer at a premium exercise price of $ 300 , representing an approximate 25 % premium over the closing market price of LendingTree's common stock on the date of grant.

The net after-tax shares acquired through exercise of these stock options are subject to a two-year post-exercise holding requirement.

The single cliff-vesting stock options with a market condition granted in 2020 had a target number of shares that vest upon achieving a targeted total shareholder return performance of 81 % stock price appreciation and a maximum of 31,940 shares for achieving superior performance.

No shares would vest unless 41 % of the targeted performance is achieved.

At March 31, 2024, the target number of shares expired due to the actual total shareholder return performance not meeting the 41 % of the targeted performance measure, as reflected in the table above.

The graded-vesting stock options with a market condition granted in 2020 have a target number of shares that vest upon achieving a targeted total shareholder return performance of 135 % stock price appreciation and a maximum of 363,464 shares for achieving superior performance.

No shares will vest unless 81 % of the targeted performance is achieved.

The performance measurement period ends on March 31, 2025.

For all stock options with market conditions, time-based service vesting conditions would also have to be satisfied in order for shares to become fully vested and no longer subject to forfeiture.

(a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $ 53.09 on the last trading day of 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

LENDINGTREE, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024, a maximum of 363,464 may be earned for achieving superior performance up to 167 % of the remaining unvested target number of shares.

these options on December 31, 2025.

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

As of December 31, 2025, there was no unrecognized compensation cost related to stock options with market conditions.

No stock options with market conditions were granted in 2023, 2024 or 2025.

In December 2020, the Company granted graded-vesting stock options with a market condition to its former Chairman and Chief Executive Officer at a premium exercise price of $ 300 , representing an approximate 25 % premium over the closing market price of LendingTree's common stock on the date of grant.

The performance measurement period ended on March 31, 2025 and the target number of shares expired, as reflected in the table above.

As of December 31, 2025, no additional performance-based nonqualified stock options with a market condition had been earned.

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The total fair value of RSUs that vested during the years ended December 31, 2025, 2024, and 2023 was $ 16.3 million, $ 10.8 million and $ 6.9 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units with Market Conditions

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Nonvested at December 31, 2025 79,000 $ 38.39

(a) During the year ended December 31, 2024, the Company granted RSUs with market conditions that will vest if the Company's 45 trading day average closing stock prices equals or exceeds certain price hurdles ($ 41.17 , $ 52.94 and $ 64.70 ) during the performance period of March 1, 2024 to March 1, 2028.

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.

(a) During the year ended December 31, 2025, the Company granted RSUs with market conditions that will vest if the Company's 90 trading day average closing stock prices equals or exceeds certain price hurdles ($ 60.00 , $ 75.00 and $ 90.00 ) during the performance period of March 10, 2025 to March 10, 2029, and 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 ($ 75.00 and $ 90.00 ) during the performance period of December 31, 2025 to December 31, 2028.

Upon achievement of each price hurdle, one-half of the awards will vest upon the later of the achievement date or the one-year anniversary of the grant date, 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.

Year Ended December 31,

Expected term (1)

3.00 - 4.00 years

Expected volatility (2)

74.09 % - 75.11 %

Risk-free interest rate (3)

3.52 % - 3.91 %

Expected dividend (4)

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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These costs are expected to be recognized over a weighted-average period of approximately 2.6 years.

The total fair value of RSUs with market conditions that vested during the year ended December 31, 2024 was $ 1.2 million.

Restricted Stock Awards with Market Conditions

No RSAs with market conditions were granted in 2024, 2023 or 2022.

During 2018, the Company granted RSAs with market conditions to its Chairman and Chief Executive Officer with a total grant date fair value of $ 1.9 million.

The performance measurement period ended on September 30, 2022, and 29,601 shares were earned.

The total fair value of RSAs with market conditions that vested during the year ended December 31, 2022 was $ 0.7 million.

As of December 31, 2024, there was no unrecognized compensation cost related to RSAs with market conditions.

The total fair value of RSUs with market conditions that vested during the years ended December 31, 2025 and 2024 was $ 3.5 million and $ 1.2 million, respectively.

Employee Stock Purchase Plan

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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.

Under the terms of the ESPP, eligible employees are granted options to purchase shares of the Company's common stock at

LENDINGTREE, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 6-month periods ending on June 30 and December 31 of each year.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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2025 2024 2023

Current income tax expense:

Current income tax (benefit) expense:

Federal $ 104 $ 587 $ 1,155

State ( 637 ) 940 1,022

Current income tax expense 1,527 2,177 353

Deferred income tax expense (benefit):

Current income tax (benefit) expense ( 533 ) 1,527 2,177

Deferred income tax (benefit) expense:

Federal ( 100,510 ) 947 ( 3,383 )

State ( 29,241 ) 1,846 ( 1,309 )

Deferred income tax expense (benefit) 2,793 ( 4,692 ) 132,666

Deferred income tax (benefit) expense ( 129,751 ) 2,793 ( 4,692 )

Income tax (benefit) expense $ ( 130,284 ) $ 4,320 $ ( 2,515 )

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 2—Significant Accounting Policies, the reconciliation of the income tax expense (benefit) to the amounts computed by applying the statutory federal income tax rate to income (loss) before income taxes is shown as follows (in thousands, except for percentages) :

Year Ended December 31,

Federal statutory income tax $ 4,415 21.0 %

State and local income taxes, net of federal effect ( 23,711 ) ( 112.8 ) %

Foreign tax effects 57 0.3 %

Effect of cross-border tax laws:

Global intangible low-taxed income inclusion 420 2.0 %

Research and experimentation tax credit ( 1,547 ) ( 7.4 ) %

Increase (decrease) in valuation allowance ( 114,973 ) ( 546.9 ) %

Nontaxable or nondeductible items:

Nondeductible executive compensation 3,562 16.9 %

Excess tax deductions on non-cash compensation 799 3.8 %

Other nontaxable or nondeductible 359 1.7 %

Changes in unrecognized tax benefits 232 1.1 %

Other, net 103 0.5 %

Income tax expense (benefit) $ ( 130,284 ) ( 619.7 ) %

A reconciliation of the income tax expense (benefit) to the amounts computed by applying the statutory federal income tax rate to income (loss) from continuing operations before income taxes is shown as follows (in thousands) :

State and local income taxes, net of federal benefit decreased the effective tax rate by 112.8 % for the year ended December 31, 2025.

The decrease was primarily due to the releases of valuation allowances against deferred tax assets in multiple state jurisdictions where the Company concluded it is more likely than not that certain deferred tax assets will be realized.

Valuation allowances remain in place where realization of deferred tax assets is not considered more likely than not.

The most significant impacts related to California and Illinois, which together represented more than 50% of the total state tax benefit.

The remaining decrease was attributable to a combination of several other state jurisdictions.

The reconciliation of the income tax expense (benefit) to the amounts computed by applying the statutory federal income tax rate to income (loss) before income taxes for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows (in thousands):

Year Ended December 31,

2024 2023 2022

Federal statutory income tax $ ( 7,851 ) $ ( 26,233 )

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Capitalized research and experimentation 16,577 35,861

Non-cash compensation expense 23,953 28,126

Non-cash compensation expense (b)

22,931 23,953

Property and equipment 1,985 833

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Total gross deferred tax assets 161,054 179,543

valuation allowance (b)

valuation allowance (c)

( 18,008 ) ( 167,549 )

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Leasing ( 10,080 ) ( 16,379 )

Property and equipment — ( 1,563 )

Intangible and other assets ( 7,617 ) —

Prepaid expenses ( 482 ) ( 484 )

Other — ( 15 )

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In addition, the Company has state NOLs of approximately $ 423.1 million at December 31, 2025, a portion of which will expire at various times between 2026 and 2055.

(b) The valuation allowance is related to items for which it is “more likely than not” that the tax benefit will not be realized.

(b) Certain out-of-the-money stock options are expected to expire unexercised, and as a result may be required to reverse the related deferred tax asset for share-based compensation, which could increase income tax expense and our effective tax rate in a future period.

(c) The valuation allowance is related to items for which it is “more likely than not” that the tax benefit will not be realized.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred income taxes are presented in the accompanying consolidated balance sheets as follows (in thousands) :

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As of each reporting date, management considers both positive and negative evidence regarding the likelihood of future realization of the deferred tax assets.

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During 2024, the Company continued to maintain a full valuation allowance against its net deferred tax assets due to historical cumulative pre-tax losses and continued pre-tax losses.

Management regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing taxable temporary differences, and tax planning strategies.

During 2025, the Company recorded a tax benefit of $ 149.5 million to reduce the valuation allowance the Company established in 2022 against its net deferred tax assets.

Management determined upon review of the deferred tax assets for recoverability that sufficient positive evidence existed to conclude a substantial portion of the valuation allowance was no longer needed.

Based on sustained profitability, improved forecasts of future taxable income, and the reversal of existing temporary differences, management concluded that it is more likely than not that we will be able to utilize the deferred tax assets.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.

In determining the amount of the valuation allowance, the Company considered the scheduled reversal of deferred tax liabilities.

The Company will maintain a full valuation allowance on net deferred tax assets until there is sufficient evidence to support the reversal of some or all of the allowance.

The Company maintains a valuation allowance of $ 18.0 million primarily related to certain states for which it estimates the net operating losses will expire prior to being utilized and other deferred tax assets related to equity investments for which it is not more likely than not that the deferred tax assets will be realized.

In determining the amount of the remaining valuation allowance, the Company considered the scheduled reversal of deferred tax liabilities.

Should there be a change in the valuation allowance in the future, the income tax provision would increase or decrease in the period in which the allowance is changed.

At December 31, 2024 and 2023, the Company recorded a full valuation allowance of $ 167.5 million and $ 162.5 million, respectively.

A reconciliation of the beginning and ending balances of the deferred tax valuation allowance is as follows (in thousands) :

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As of December 31, 2025 and 2024, the accrual for unrecognized tax benefits, including interest, was $ 4.0 million and $ 3.7 million, respectively, which would benefit the effective tax rate if recognized.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 2—Significant Accounting Policies, cash paid for income taxes, net of refunds, during the year ended December 31, 2025 was as follows (in thousands):

Federal $ 305

state and local 314

Foreign - India 135

Total income taxes paid, net of refunds received $ 1,534

LendingTree is subject to audits by federal, state and local authorities in the area of income tax.

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In addition, the Company is subject to state and local tax examinations for the tax years 2020 through 2024.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13— DEBT

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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 issuance included $ 75.0 million aggregate principal amount of 2025 Notes under a 13-day purchase option which was exercised in full.

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

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

The 2025 Notes matured on July 15, 2025.

The initial 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.

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

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

The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest.

In addition, upon the occurrence of a make-whole fundamental change prior to the maturity of the 2025 Notes or if the Company issues a notice of redemption for the 2025 Notes, the Company will, in certain circumstances, increase the conversion rate by a specified number of additional shares for a holder that elects to convert the 2025 Notes in connection with such make-whole fundamental change or to convert its 2025 Notes called for redemption, as the case may be.

Upon conversion, the 2025 Notes will settle for cash, shares of the Company’s stock, or a combination thereof, at the Company’s option.

It is the intent of the Company to settle the principal amount of the 2025 Notes in cash and any conversion premium in shares of its common stock.

The 2025 Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2025 Notes;

equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated;

effectively junior in right of payment to any of the Company’s secured indebtedness, including borrowings under the senior secured credit facility and term loan, described below, to the extent of the value of the assets securing such indebtedness;

and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

Prior to the close of business on the business day immediately preceding March 13, 2025, the 2025 Notes will be convertible at the option of the holders thereof only under the following circumstances:

• during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;

• during the five business day period after any five consecutive trading day period in which, for each trading day of that period, the trading price (as defined in the 2025 Notes) per $1,000 principal amount of 2025 Notes for such trading day was less than 98 % of the product of the last reported sale price of the common stock and the conversion rate on each such trading day;

• if the Company calls such 2025 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called for redemption;

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• upon the occurrence of specified corporate events including but not limited to a fundamental change.

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

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

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

The Company could not redeem the remaining 2025 Notes prior to July 20, 2023.

On or after July 20, 2023 and before the 41st scheduled trading day immediately before the maturity date, the Company may redeem for cash all or a portion of the 2025 Notes, at its option, if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period (and including the last trading day of such period) ending on, and including the last trading day immediately preceding the date of notice of redemption is greater than or equal to 130 % of the conversion price on each applicable trading day.

The redemption price will be equal to 100 % of the principal amount of the 2025 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.

No sinking fund is provided for the 2025 Notes.

Upon the occurrence of a fundamental change prior to the maturity date of the 2025 Notes, holders of the 2025 Notes may require the Company to repurchase all or a portion of the 2025 Notes for cash at a price equal to 100 % of the principal amount of the 2025 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

If the market price per share of the common stock, as measured under the terms of the 2025 Notes, exceeds the conversion price of the 2025 Notes, the 2025 Notes could have a dilutive effect, unless the Company elects, subject to certain conditions, to settle the principal amount of the 2025 Notes and any conversion premium in cash.

The Company adopted ASU 2020-06 on January 1, 2022 as further described in Note 2—Significant Accounting Policies in the notes to the consolidated financial statements included elsewhere in this report.

Following the adoption of ASU 2020-06, the 2025 Notes are recorded as a single unit within liabilities on the consolidated balance sheets as the conversion features within the 2025 Notes are not derivatives that require bifurcation and the 2025 Notes do not involve a substantial premium.

Debt issuance costs to issue the 2025 Notes were recorded as a direct deduction from the related liability and amortized to interest expense over the term of Notes.

The new guidance also requires the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share.

See Note 2—Significant Accounting Policies in the notes to the consolidated financial statements included elsewhere in this report for additional information.

During 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.

During 2023, the Company recorded interest expense on the 2025 Notes of $ 4.3 million which consisted of $ 2.1 million associated with the 0.50 % coupon rate and $ 2.2 million associated with the amortization of the debt issuance costs.

During 2022, the Company recorded interest expense on the 2025 Notes of $ 5.9 million which consisted of $ 2.9 million associated with the 0.50 % coupon rate and $ 3.0 million associated with the amortization of the debt issuance costs.

As of December 31, 2024, the fair value of the 2025 Notes is estimated to be approximately $ 109.8 million using the Level 1 observable input of the last quoted market price on December 31, 2024.

LENDINGTREE, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of the gross carrying amount, debt issuance costs, and net carrying value of the liability component of the 2025 Notes, all of which is recorded as a current liability in the December 31, 2024 consolidated balance sheet, are as follows (in thousands) :

2024 December 31,

2024, the Company recorded interest expense on the 2025 Notes of $ 1.9 million which consisted of $ 0.9 million associated with the 0.50 % coupon rate and $ 1.0 million associated with the amortization of the debt issuance costs.

A summary of the gross carrying amount and debt issuance costs of the 2025 Notes, all of which is recorded as a current liability in the December 31, 2024 consolidated balance sheet, are as follows (in thousands) :

Gross carrying amount $ 115,307

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Net carrying amount $ 114,976

The Company intends to use cash on hand, available borrowings of $ 50.0 million from the 2024 Term Loan (as defined below), and future cash flows from operations for the repayment of the $ 115.3 million outstanding principal amount of its 2025 Notes.

On May 31, 2017, the Company issued $ 300.0 million aggregate principal amount of its 0.625 % Convertible Senior Notes due June 1, 2022 (the “2022 Notes”) in a private placement.

The Company settled the outstanding balance of the 2022 Notes of $ 169.7 million in cash on June 1, 2022.

The initial conversion rate of the 2022 Notes was 4.8163 shares of the Company's common stock per $1,000 principal amount of 2022 Notes (which is equivalent to an initial conversion price of approximately $ 207.63 per share).

Following the adoption of ASU 2020-06, the 2022 Notes are recorded as a single unit within liabilities on the consolidated balance sheets as the conversion features within the 2022 Notes are not derivatives that require bifurcation and the 2022 Notes do not involve a substantial premium.

Debt issuance costs to issue the 2022 Notes were recorded as a direct deduction from the related liability and amortized to interest expense over the term of Notes.

The new guidance also requires the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share.

See Note 2—Significant Accounting Policies in the notes to the consolidated financial statements included elsewhere in this report for additional information.

During 2022, the Company recorded interest expense on the 2022 Notes of $ 0.8 million which consisted of $ 0.4 million associated with the 0.625 % coupon rate and $ 0.4 million associated with the amortization of the debt issuance costs.

Convertible Note Hedge and Warrant Transactions

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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 Company used approximately $ 63.0 million of the net proceeds from the 2025 Notes to pay for the cost of the 2020 Hedge, after such cost was partially offset by the proceeds from the warrant transactions.

On July 24, 2020, the Company paid $ 124.2 million to the counterparties for the 2020 Hedge transactions.

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 will expire upon the maturity of the Notes.

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.

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 could have been 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 corresponds 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.

On July 24, 2020, the Company received aggregate proceeds of approximately $ 61.2 million from the sale of the 2020 Warrants.

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.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

The 2020 Hedge and 2020 Warrants transactions are indexed to, and potentially settled in, the Company's common stock and the net cost of $ 63.0 million has been recorded as a reduction to additional paid-in capital in the consolidated statement of shareholders’ equity.

If the market price per share of the common stock, as measured under the terms of the 2020 Warrants, exceeded the strike price of the 2020 Warrants, the 2020 Warrants could have had a dilutive effect.

The 2020 Warrants expired on February 11, 2026.

Credit Facilities

2025 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.

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

On May 31, 2022 the Company received proceeds of $ 250.0 million from the 2021 Term Loan and, on June 1, 2022, used $ 170.2 million of the proceeds to settle the Company's 2022 Notes, including interest.

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

The Credit Facility replaces the Company's $ 500.0 million five-year senior secured revolving credit facility (the “Amended Revolving Credit Facility”) which was entered into on December 10, 2019.

As of December 31, 2024, the Company had $ 243.8 million borrowings outstanding under the 2021 Term Loan bearing interest at the SOFR option rate of 8.47 % and had no borrowings under the Revolving Facility.

As of December 31, 2023, the Company had $ 246.9 million borrowings outstanding under the 2021 Term Loan and had no borrowings under the Revolving 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 was used to refinance the 2021 Credit Facility and 2024 Term Loan (defined below), and will be used for working capital and general corporate purposes, and any other purpose not prohibited by the credit agreement.

As of December 31, 2025, the Company had $ 399.0 million borrowings outstanding under the 2025 Term Loan bearing interest based on the Secured Overnight Financing Rate ("SOFR") of 8.22 % and had no borrowings under the 2025 Revolving Facility.

As of December 31, 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 $ 116.0 million and 100% of consolidated EBITDA (subject to adjustments for certain prepayments), plus an unlimited amount provided that the first lien net leverage ratio does not exceed 3.00 to 1.00.

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

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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

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 Truist Bank, (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 1.25 % to 1.75 % for loans under the Revolving Facility and 2.75 % to 3.00 % for loans under the Term Loan Facility, in each case, based on a first lien net leverage ratio;

• a Benchmark rate generally defined as the sum of (i) (a) Term SOFR and (b) the related Benchmark replacement adjustment and (ii) an applicable percentage of 2.25 % to 2.75 % for loans under the Revolving Facility and 3.75 % and 4.00 % for loans under the Term Loan Facility, in each case, based on a first lien net leverage ratio.

• 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 which was achieved in January 2026), 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 which was achieved in January 2026), 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 Credit Facility contains a restrictive financial covenant, which is set at a first lien net leverage ratio of 2.50 to 1.00, except that this may increase by 0.50 :1.00 for the four fiscal quarters following a material acquisition.

The financial covenant will be tested only if the loans and certain other obligations under the Revolving Facility exceed $ 20.0 million as of the last date of any fiscal quarter (starting with the fiscal quarter ending on December 31, 2021).

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 Term Loan Facility with the net cash proceeds from certain disposition of

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 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 six months following the closing date.

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 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 December 31, 2025.

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

With respect to the 2021 Term Loan, 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 2021 Term Loan equal to an applicable SOFR rate plus an applicable percentage of 3.75 % to 4.00 % per annum based on a first lien net leverage ratio.

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.

During 2025, the Company recorded interest expense related to its 2025 Revolving Facility of $ 0.2 million which consisted of an $ 0.1 million amount in unused commitment fees and $ 0.1 million associated with the amortization of the debt issuance

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During 2025, the Company recorded interest expense related to the 2025 Term Loan of $ 13.2 million which consisted of $ 12.7 million associated with borrowings bearing interest based on the SOFR rate, $ 0.3 million associated with the amortization of debt issuance costs, and $ 0.2 million associated with the accretion of the original issue discount.

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.

During 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.

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During 2024, the Company recorded interest expense related to its Revolving Facility of $ 1.8 million which consisted of $ 0.9 million in unused commitment fees and $ 0.9 million associated with the amortization of the debt issuance costs.

During 2023, the Company recorded interest expense related to the 2021 Term Loan of $ 22.2 million which consisted of $ 22.2 million associated with borrowings bearing interest at the LIBO rate during the first six months of 2023 and the SOFR option rate during the last six months of 2023.

During 2024, the Company recorded interest expense related to the 2021 Term Loan of $ 22.8 million associated with borrowings bearing interest at the SOFR option rate.

During 2023, the Company recorded interest expense related to its revolving facilities of $ 1.5 million which consisted of $ 0.6 million in unused commitment fees and $ 0.9 million associated with the amortization of the debt issuance costs.

During 2022, the Company recorded interest expense related to the 2021 Term Loan of $ 18.2 million which consisted of $ 9.6 million associated with borrowings bearing interest at the LIBO rate, $ 5.1 million in unused commitment fees, $ 2.0 million associated with the amortization of the debt issuance costs, and $ 1.5 million associated with the amortization of the original issue discount.

During 2023, the Company recorded interest expense related to the 2021 Term Loan of $ 22.2 million associated with borrowings bearing interest at the LIBO rate during the first six months of 2023 and the SOFR option rate during the last six months of 2023.

2024 Term Loan

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

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

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

As of December 31, 2024, the Company had $ 115.6 million borrowings outstanding under the 2024 Term Loan bearing interest based on the SOFR rate of 10.1 %.

As of December 31, 2024, borrowings of $ 7.8 million under the 2024 Term Loan are recorded as current portion of long-term debt on the consolidated balance sheet.

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

The Company's borrowings under the 2024 Term Loan bear interest at annual rates at (i) a SOFR rate on a daily basis applicable for an interest period of one month and (ii) 5.75 %, with the opportunity for a one-time 25.00 basis point step-down at a gross first lien leverage ratio less than or equal to 3.75 x after six fiscal quarters from the date of closing.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

The Company was in compliance with all covenants at December 31, 2024.

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

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

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

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

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

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

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

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

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

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

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.

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.

During 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.

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

During 2024, the Company recorded interest expense related to the 2024 Term Loan of $ 11.5 million which consisted of $ 10.3 million associated with borrowings bearing interest based on the SOFR rate, $ 0.6 million associated with unused commitment fees, $ 0.3 million associated with the amortization of debt issuance costs, and $ 0.3 million associated with the accretion of the original issue discount.

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2025 December 31,

Current Portion

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

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.

Mediation in November 2024 was not successful.

As of December 31, 2025 and 2024, the Company had litigation settlement accruals of $ 13.0 million and $ 3.9 million, respectively.

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

NOTE 17— FAIR VALUE MEASUREMENTS

Other than the convertible notes and warrants, and the equity investments, the carrying amounts of the Company's financial instruments are equal to fair value at December 31, 2024.

See Note 14—Debt for additional information on the convertible

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

notes and warrants, and see Note 8—Equity Investments in the notes to the consolidated financial statements included elsewhere in this report for additional information on the equity investments.

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 for $ 19 million.

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

A liability of $ 12.6 million for this matter is included in the accompanying consolidated balance sheet as of December 31, 2025.

The settlement is scheduled to be paid over three equal installments.

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

NOTE 16— FAIR VALUE MEASUREMENTS

Other than the equity investments, the carrying amounts of the Company's financial instruments are equal to fair value at December 31, 2025.

See Note 7—Equity Investments in the notes to the consolidated financial statements included elsewhere in this report for additional information on the equity investments.

NOTE 17— RELATED PARTY TRANSACTIONS

In 2017, the Company's Board of Directors approved a $ 10.0 million contribution to fund the newly formed LendingTree Foundation.

In each of 2020 and 2019, the Company paid $ 3.3 million of the $ 10.0 million contribution, and paid the final installment in 2022.

In the fourth quarter of 2022, the Company's Board of Directors approved an additional $ 0.5 million contribution to the LendingTree Foundation that the Company paid in 2023.

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

We ceased offering reverse mortgage loans in the fourth quarter of 2022.

The Consumer segment includes the following products:

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

In the fourth quarter of 2024, the Company made the decision to cease offering its student loan products and plans to be substantially completed in the first quarter of 2025.

In the fourth quarter of 2024, the Company made the decision to cease offering its student loan products.

The Insurance segment consists of insurance quote products and sales of insurance policies in our 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.

20 unchanged sentences

Interest expense, net ( 46,787 )

Other expense ( 54,162 )

Loss before income taxes $ ( 37,384 )

Other income 2,998

Income before income taxes $ 21,024

Year Ended December 31, 2024

10 unchanged sentences

Amortization of intangibles 5,889

Goodwill impairment 38,600

Restructuring and severance 508

Litigation settlements and contingencies 3,797

Operating loss ( 40,611 )

Interest income, net 21,685

Operating income 44,627

Interest expense, net ( 27,849 )

Other expense ( 54,162 )

15 unchanged sentences

Amortization of intangibles 7,694

Goodwill impairment 38,600

Restructuring and severance 10,118

1 unchanged sentence

Operating loss ( 40,611 )

Interest expense, net ( 26,014 )

Other income 3,843

Interest income, net 21,685

Other expense ( 105,993 )

Loss before income taxes $ ( 124,919 )

15 unchanged sentences

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

During 2022, the Company completed workforce reductions in each of the first, second, and fourth quarters of approximately 75 employees, 25 employees, and 50 employees, respectively.

The Company incurred total expense in 2022 of $ 4.4 million consisting of employee separation costs of $ 3.3 million and non-cash compensation expense of $ 1.1 million due to the accelerated vesting of certain equity awards.

All employee separation costs for 2022 actions were paid by the end of 2023.

Accrued Balance at December 31, 2023

Income Statement Impact Payments Non-Cash Accrued Balance at December 31, 2024

Q3 2023 action

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

Q2 2023 action

Employee separation payments 34 4 ( 38 ) — —

Q1 2023 action

Employee separation payments 421 15 ( 436 ) — —

$ 709 $ 12 $ ( 721 ) $ — $ —

Accrued Balance at December 31, 2022 Income Statement Impact Payments Non-Cash Accrued Balance at December 31, 2023

Accrued Balance at December 31, 2023 Income Statement Impact Payments Accrued Balance at December 31, 2024

Q3 2023 action

Employee separation payments 254 ( 7 ) ( 247 ) —

Non-cash compensation — 205 — ( 205 ) —

Q2 2023 action

2 unchanged sentences

Employee separation payments 421 15 ( 436 ) —

Non-cash compensation — 1,066 — ( 1,066 ) —

Employee separation payments 304 13 ( 317 ) — —

$ 709 $ 12 $ ( 721 ) $ —

2 unchanged sentences

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-K

Item 8. Financial Statements and Supplementary Data