What changed in this filing

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Item 1. Financial Statements

2026-05-01 compared with 2025-10-31 · 123 added, 318 removed, 423 unchanged (51% of the section changed)

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CONSOLIDATED BALANCE SHEETS

September 30,

2026 December 31,

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Intangible assets, net 36,804 38,092

Equity investments 475 1,700

Deferred income tax assets 119,337 124,867

Other non-current assets 19,559 16,997

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Operating lease liabilities 42,660 43,597

Deferred income tax liabilities 6,082 4,884

Other non-current liabilities 142 140

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands, except per share amounts)

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

11,017 9,372 30,954 26,328

Selling and marketing expense 238,568 172,751

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Total costs and expenses 296,153 246,837

Operating income 28,766 9,920 42,581 26,686

Operating income (loss) 31,114 ( 7,109 )

Other income (expense), net:

Interest expense, net ( 8,566 ) ( 9,084 )

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

Other income 369 1,388

Income (loss) before income taxes 22,917 ( 14,805 )

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

Income tax (expense) benefit ( 5,651 ) 2,430

Net income (loss) and comprehensive income (loss) $ 17,266 $ ( 12,375 )

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Balance as of March 31, 2026 $ 304,734 17,308 $ 173 $ 1,281,572 $ ( 710,833 ) 3,355 $ ( 266,178 )

Net income and comprehensive income 8,862 — — — 8,862 — —

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

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

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

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

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

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

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

Common Stock Treasury Stock

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

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

Net income and comprehensive loss ( 12,375 ) — — — ( 12,375 ) — —

Non-cash compensation 9,927 — — 9,927 — — —

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Balance as of March 31, 2025 $ 103,743 16,889 $ 169 $ 1,261,534 $ ( 891,782 ) 3,355 $ ( 266,178 )

Net loss and comprehensive loss 7,752 — — — 7,752 — —

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

Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes ( 884 ) 118 1 ( 885 ) — — —

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

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

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

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

Balance as of September 30, 2024 $ 94,256 16,716 $ 167 $ 1,247,180 $ ( 886,913 ) 3,355 $ ( 266,178 )

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

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(in thousands)

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Net income (loss) and comprehensive income (loss) $ 17,266 $ ( 12,375 )

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

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

Loss on impairments and disposal of assets 3 254

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Deferred income taxes 5,530 396

Loss on investments 359 —

Bad debt expense 196 86

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Gain on settlement of convertible debt — ( 266 )

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

Loss on repayment of term loans 7,861 —

Changes in current assets and liabilities:

Changes in assets and liabilities:

Accounts receivable ( 7,106 ) 12,463

Prepaid and other current assets ( 5,439 ) 138

Prepaid and other assets ( 6,466 ) ( 4,680 )

Accounts payable, accrued expenses and other current liabilities ( 8,026 ) ( 8,798 )

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Other, net 3 82

Net cash provided by operating activities 56,575 46,022

Net cash provided by (used in) operating activities 11,552 ( 210 )

Cash flows from investing activities:

Capital expenditures ( 2,770 ) ( 3,414 )

Proceeds from sale of fixed assets 2,497 2

Other investing activities 52 —

Net cash used in investing activities ( 2,718 ) ( 3,414 )

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Payments related to net-share settlement of stock-based compensation, net of proceeds from exercise of stock options ( 3,389 ) ( 2,630 )

Repayment and repurchase of 0.50 % Convertible Senior Notes

( 115,007 ) ( 158,839 )

Payment of revolver issuance costs ( 1,432 ) —

Repurchase of 0.50 % Convertible Senior Notes

Payment of debt issuance costs — ( 500 )

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

Other financing activities — ( 277 )

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

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

Net cash (used in) provided by financing activities ( 4,389 ) 23,420

Net increase in cash, cash equivalents, restricted cash and restricted cash equivalents 4,445 19,796

Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 81,073 106,594

Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 85,518 $ 126,390

Supplemental cash flow information:

Interest paid $ 8,018 $ 8,828

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

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Basis of Presentation

The accompanying unaudited interim consolidated financial statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024, respectively, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S.

The accompanying unaudited interim consolidated financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

In the opinion of management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the Company's financial position for the periods presented.

The results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or any other period.

The results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or any other period.

The accompanying consolidated balance sheet as of December 31, 2025 was derived from audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”).

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Accordingly, they should be read in conjunction with the audited financial statements and notes thereto included in the 2025 Annual Report.

Certain prior period amounts have been reclassified to conform to the current period presentation in the consolidated financial statements.

NOTE 2— SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

If economic conditions worsen, such future changes may have an adverse impact on the Company's results of operations, financial position and liquidity.

LENDINGTREE, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

economic conditions worsen, such future changes may have an adverse impact on the Company's results of operations, financial position and liquidity.

Certain Risks and Concentrations

LendingTree's business is subject to certain risks and concentrations including dependence on third-party technology providers, exposure to risks associated with online commerce security and fraud.

Financial instruments, which potentially subject the Company to concentration of credit risk at September 30, 2025, consist primarily of cash and cash equivalents and accounts receivable, as disclosed in the consolidated balance sheet.

Financial instruments, which potentially subject the Company to concentration of credit risk at March 31, 2026, consist primarily of cash and cash equivalents and accounts receivable, as disclosed in the consolidated balance sheet.

Cash and cash equivalents are in excess of Federal Deposit Insurance Corporation insurance limits, but are maintained with quality financial institutions of high credit.

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Other than a support services office in India, the Company's operations are geographically limited to and dependent upon the economic condition of the United States.

Litigation Settlements and Contingencies

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

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2023-07 which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

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

The Company adopted this ASU on December 31, 2024.

See Note — 15 Segment Information for further information.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 which expands annual disclosure requirements for income taxes, primarily through disclosure about disaggregated information about an entity's effective tax rate reconciliation and information on income taxes paid.

This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

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

The ASU will impact the Company's income tax disclosures but will have no impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03 which requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions.

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2024-03 which requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions.

This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses.

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

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

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.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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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 (Continued)

NOTE 3— REVENUE

Revenue is as follows (in thousands) :

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Home $ 38,109 $ 32,248 $ 115,546 $ 94,857

Personal loans 31,263 27,819 85,305 74,882

Other Consumer 34,910 31,655 99,420 91,944

Total Consumer 66,173 59,474 184,725 166,826

Insurance 203,512 169,065 497,321 377,008

Other ( 2 ) 2 44 6

Total revenue $ 307,792 $ 260,789 $ 797,636 $ 638,697

The Company derives its revenue primarily from match fees and closing fees.

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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 closing fee on an original loan and approval is estimated using 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.

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

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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 consumer request to the customer.

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

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The total contract asset related to estimated variable consideration was $ 39.4 million and $ 33.5 million at March 31, 2026 and December 31, 2025, respectively, of which $ 25.2 million and $ 22.5 million, respectively, is included in prepaid and other current assets on the consolidated balance sheet.

The non-current contract asset is included in other non-current assets on the consolidated balance sheet.

Revenue recognized in any reporting period includes estimated variable consideration for which the Company has satisfied the related performance obligations but are still pending the occurrence or non-occurrence of a future event outside the Company's control (such as lenders providing loans to consumers or credit card approvals of consumers) before the Company has a contractual right to payment.

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

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

The Company recognized an increase for closing and approval fees of $ 0.2 million in the first quarter of 2026 and an increase of $ 0.2 million in the first quarter of 2025.

NOTE 4— ALLOWANCE FOR DOUBTFUL ACCOUNTS

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Accounts receivable are written off when management deems them uncollectible.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A reconciliation of the beginning and ending balances of the allowance for doubtful accounts is as follows (in thousands) :

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Balance, beginning of the period $ 1,322 $ 1,407

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

September 30,

2026 December 31,

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Goodwill and Indefinite-Lived Intangible Assets

The Company's goodwill at each of September 30, 2025 and December 31, 2024 consisted of $ 59.3 million associated with the Home segment, $ 166.1 million associated with the Consumer segment, and $ 156.1 million associated with the Insurance segment.

The Company's goodwill at each of March 31, 2026 and December 31, 2025 consisted of $ 59.3 million associated with the Home segment, $ 166.1 million associated with the Consumer segment, and $ 156.1 million associated with the Insurance segment.

The Company monitors each of the reporting units and the impact of business or economic changes on the fair value of the reporting unit.

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

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Intangible Assets with Definite Lives

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Customer lists 69,100 ( 42,438 ) 26,662

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

Balance at March 31, 2026 $ 69,100 $ ( 42,438 ) $ 26,662

Cost Accumulated

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Balance at December 31, 2025 $ 69,100 $ ( 41,150 ) $ 27,950

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

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Amortization of intangible assets with definite lives is computed on a straight-line basis and, based on balances as of March 31, 2026, future amortization is estimated to be as follows (in thousands) :

Amortization Expense

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Total intangible assets with definite lives, net $ 26,662

NOTE 6— ASSETS HELD FOR SALE

In the first quarter of 2025, the Company approved a plan to sell its corporate aircraft.

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

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

As a result, the Company recorded a gain on the sale of approximately $ 1.0 million.

The aircraft related to property, plant and equipment.

NOTE 7— EQUITY INVESTMENT

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

Accordingly, the equity investments will be carried at cost less impairment, if any, and subsequently measured to fair value upon observable price changes in an orderly transaction for the identical or similar investments.

Additionally, if a qualitative assessment identifies impairment indicators, then the equity investments must be evaluated for impairment and written down to its fair value, if it is determined that the fair value is less than the carrying value.

Any gains or losses are included within other income (expense) in the consolidated statements of operations and comprehensive income.

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

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6— ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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

September 30,

2026 December 31,

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Weighted average basic common shares 13,824 13,441

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Weighted average diluted common shares 14,137 13,441

For the third quarter of 2025, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 0.8 million shares of common stock.

For the first nine months of 2025, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 0.9 million shares of common stock.

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

For the first quarter of 2026 the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 0.8 million shares of common stock and an immaterial amount of restricted stock units.

For the first quarter of 2025, the Company was in a net loss position and, as a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share, because the impact would have been anti-dilutive.

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

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

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

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

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

See Note 12 — Debt for additional information.

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

Approximately 0.2 million shares in the third quarter and 0.3 million shares in the first nine months of 2025, and approximately 0.3 million and 0.6 million shares in the third quarter and first nine months of 2024, respectively, associated with the 0.50 % Convertible Senior Notes due July 15, 2025 were excluded from the calculation of diluted income (loss) per share because their inclusion would have been anti-dilutive.

Shares of the Company's common stock associated with the warrants issued by the Company in 2020 were excluded from the calculation of diluted income (loss) per share for the third quarter and first nine months of 2025 and the third quarter and first nine months of 2024 as they were anti-dilutive since the strike price of the warrants was greater than the average market price of the Company's common stock during the relevant periods.

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

For the first quarter of 2025 the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 0.9 million shares of common stock and an immaterial amount of restricted stock units.

LENDINGTREE, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The convertible notes and the warrants issued by the Company could have been converted or exercised, respectively, for 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.

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

Approximately 0.3 million shares related to the potentially dilutive shares of the Company's common stock associated with the 0.50 % Convertible Senior Notes due July 15, 2025 for the first quarter of 2025 were excluded from the calculation of diluted income per share because their inclusion would have been anti-dilutive.

Shares of the Company's common stock associated with the warrants issued by the Company in 2020 were excluded from the calculation of diluted loss per share for the first quarter of 2026 and for the first quarter of 2025, as they were anti-dilutive because the strike price of the warrants was greater than the average market price of the Company's common stock during the relevant periods.

The warrants expired on February 11, 2026.

Equity Distribution Agreement

In July 2024, the Company entered into an Equity Distribution Agreement in connection with the establishment of an ATM Equity Program under which the Company may sell up to an aggregate of $ 50.0 million of shares of the Company's common stock.

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

No sales were made under the Equity Distribution Agreement during the three months ended March 31, 2026.

Common Stock Repurchases

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

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

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

During the first quarter of 2026 and the first quarter of 2025, the Company did no t repurchase shares of its common stock.

At March 31, 2026, approximately $ 96.7 million of the previous authorizations to repurchase common stock remain available.

NOTE 8— STOCK-BASED COMPENSATION

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Cost of revenue $ 105 $ ( 30 )

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Total non-cash compensation $ 4,060 $ 9,927

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock Options

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Expired ( 8,351 ) 82.14

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

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

(a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $ 64.73 on the last trading day of the quarter ended September 30, 2025 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on September 30, 2025.

Options outstanding at March 31, 2026 351,126 232.35 2.30 $ —

Options exercisable at March 31, 2026 351,126 $ 232.35 2.30 $ —

(a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $ 42.88 on the last trading day of the quarter ended March 31, 2026 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on March 31, 2026.

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

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock Options with Market Conditions

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Forfeited — —

Expired ( 217,643 ) 300.00

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

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

Options outstanding at March 31, 2026 481,669 195.10 0.53 $ —

Options exercisable at March 31, 2026 481,669 $ 195.10 0.53 $ —

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

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

As of March 31, 2026, no additional performance-based nonqualified stock options with a market condition had been earned or remain available to be earned.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Restricted Stock Units

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Forfeited ( 20,707 ) 41.34

Nonvested at September 30, 2025 801,192 $ 41.11

Nonvested at March 31, 2026 905,501 $ 44.07

Restricted Stock Units with Market Conditions

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

RSUs with Market Conditions (a)

RSUs with Market Conditions

Number of Units Weighted Average Grant Date Fair Value

Nonvested at January 1, 2026 79,000 $ 38.39

Granted 100,000 34.11

Vested ( 5,000 ) 36.25

Forfeited — —

Nonvested at September 30, 2025 111,500 $ 34.04

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(a) During the nine months ended September 30, 2025, the Company granted RSUs with market conditions that will vest if the Company's 90 trading day average closing stock prices equals or exceeds certain price hurdles ($ 60.00 , $ 75.00 and $ 90.00 ) during the performance period of March 10, 2025 to March 10, 2029.

Upon achievement of each price hurdle, one-half of the awards will vest immediately, and the other half of the awards will vest on the first anniversary of the achievement date.

Nonvested at March 31, 2026 136,800 $ 34.32

(a) During the three months ended March 31, 2026, 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 ($ 69.15 , $ 83.85 and $ 98.55 ) during the performance period of March 5, 2026 to March 5, 2030.

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.

Nine Months Ended September 30,

Three Months Ended

Expected term (1)

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Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(4) For all RSUs with market conditions granted, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate.

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In 2021, the Company implemented an employee stock purchase plan (“ESPP”) under which a total of 262,731 shares of the Company's common stock were reserved for issuance.

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

As of March 31, 2026, 74,304 shares of common stock were available for issuance under the ESPP.

The ESPP is a tax-qualified plan under Section 423 of the Internal Revenue Code.

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The offering periods and purchase periods are typically six-month periods ending on June 30 and December 31 of each year.

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

During the nine months ended September 30, 2025 and 2024, the Company granted employee stock purchase rights to certain employees with a grant date fair value per share of $ 14.00 and $ 12.68 , respectively, calculated using the Black-Scholes option pricing model.

No shares were issued under the ESPP during the three months ended March 31, 2026.

During the three months ended March 31, 2026 and 2025, the Company granted employee stock purchase rights to certain employees with a grant date fair value per share of $ 15.95 and $ 13.70 , respectively, calculated using the Black-Scholes option pricing model.

For purposes of determining stock-based compensation expense, the grant date fair value per share estimated using the Black-Scholes option pricing model required the use of the following key assumptions:

Nine Months Ended

September 30,

Three Months Ended

Expected term (1)

3 unchanged sentences

Risk-free interest rate (4)

4.24 - 4.29 %

5.28 - 5.33 %

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

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

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands, except percentages)

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

Income tax (expense) benefit $ ( 5,651 ) $ 2,430

Effective tax rate 24.7 % 16.4 %

For the third quarter and first nine months of 2025, and the third quarter and first nine months of 2024 the effective tax rate varied from the federal statutory rate of 21 % primarily due to the change in the valuation allowance, net of the current period change in tax effected net indefinite-lived intangibles and current tax expense on taxable income.

In the third quarter of 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law.

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

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

NOTE 12— DEBT

Convertible Senior Notes

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

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

The 2025 Notes matured on July 15, 2025.

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

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

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

In the first quarter of 2025, the Company repurchased approximately $ 20.0 million of its 2025 Notes, through individual privately-negotiated transactions with certain holders of the 2025 Notes, for $ 19.7 million in cash plus an immaterial amount of accrued and unpaid interest.

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

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

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

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

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

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

Under the terms of the 2025 Notes, on or after March 13, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2025 Notes, holders of the 2025 Notes could convert all or a portion of their 2025 Notes.

There were no conversions in the third quarter of 2025.

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

Convertible Note Hedge and Warrant Transactions

2020 Hedge and Warrants

On July 24, 2020, in connection with the issuance of the 2025 Notes, the Company entered into Convertible Note Hedge (the “2020 Hedge”) and warrant transactions with respect to the Company’s common stock.

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

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

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

On July 24, 2020, the Company sold to the counterparties, warrants (the “2020 Warrants”) to acquire 1.2 million shares of the Company's common stock at an initial strike price of $ 709.52 per share, which represents a premium of 100 % over the last reported sale price of the common stock of $ 354.76 on July 21, 2020.

If the market price per share of the common stock, as measured under the terms of the 2020 Warrants, exceeds the strike price of the 2020 Warrants, the 2020 Warrants could have a dilutive effect, unless the Company elects, subject to certain conditions, to settle the 2020 Warrants in cash.

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

2021 Credit Facility

On September 15, 2021, the Company entered into a credit agreement (the “Credit Agreement”), consisting of a $ 200.0 million revolving credit facility (the “Revolving Facility”), which was set to mature on September 15, 2026, and a $ 250.0 million delayed draw term loan facility (the “2021 Term Loan” and together with the Revolving Facility, the “Credit Facility”), which was set to mature on September 15, 2028.

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

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

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

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

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

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

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

2024 Term Loan

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

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

The Company incurred fees of $ 0.5 million in the first quarter of 2025 in connection with the $ 50.0 million delayed draw.

For the first quarter of 2026, the effective tax rate varied from the federal statutory rate of 21 % primarily due to the effect of state income taxes.

For the first quarter of 2025, the effective tax rate varied from the federal statutory rate of 21 % primarily due to the change in the valuation allowance, net of the current period change in tax effected net indefinite-lived intangibles.

Certain out-of-the-money stock options may expire unexercised, and as a result the Company could be required to reverse the related deferred tax asset for share-based compensation, which would increase income tax expense and the effective tax rate in a future period in 2026.

LENDINGTREE, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

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

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

2025 Credit Facility

NOTE 10— DEBT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

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

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

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

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

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

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

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

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

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

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

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

In the first nine months of 2025, the Company recorded interest expense related to the 2025 Term Loan of $ 4.2 million which consisted of $ 4.0 million associated with borrowings bearing interest based on the SOFR rate, $ 0.1 million associated with the amortization of debt issuance costs, and $ 0.1 million associated with the accretion of the original issue discount.

A summary of the gross carrying amount, debt issuance costs, original issue discount, and net carrying value of the 2025 Term Loan in the September 30, 2025 consolidated balance sheet, are as follows (in thousands):

September 30,

A summary of the gross carrying amount, debt issuance costs, original issue discount, and net carrying value of the 2025 Term Loan in the accompanying consolidated balance sheets, are as follows (in thousands) :

2026 December 31,

Current Portion

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Net carrying amount $ 387,017 $ 387,694

As of March 31, 2026, the Company's borrowings outstanding under the 2025 Term Loan bear interest based on the Secured Overnight Financing Rate ("SOFR") of 7.92 %.

The carrying value of the Company's financial instruments are equal to fair value at March 31, 2026.

As of March 31, 2026, the Company had no borrowings outstanding under the 2025 Revolving Facility.

The Company was in compliance with all covenants at March 31, 2026.

In the first three months of 2026, the Company recorded interest expense related to its 2025 Credit Agreement of $ 8.5 million which consisted of $ 7.9 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 and $ 0.1 million in unused commitment fees.

In the first three months of 2025, the Company recorded interest expense on the 2025 Notes of $ 0.2 million which consisted of $ 0.1 million associated with the 0.50 % coupon rate and $ 0.1 million associated with the amortization of the debt issuance costs.

Additionally, a gain on the extinguishment of debt of $ 0.3 million for the repurchase of a portion of the 2025 Notes is included in interest expense, net in the consolidated statement of operations and comprehensive income.

In the first three months of 2025, the Company recorded interest expense related to its Credit Agreement from 2021 of $ 5.6 million which consisted of $ 5.1 million associated with borrowings bearing interest at the SOFR option rate, $ 0.3 million in unused commitment fees and $ 0.2 million associated with the amortization of the debt issuance costs.

In the first three months of 2025, the Company recorded interest expense related to the 2024 Term Loan of $ 3.4 million which consisted of $ 3.0 million associated with borrowings bearing interest based on the SOFR option rate, $ 0.2 million associated with unused commitment fees, $ 0.1 million associated with the amortization of debt issuance costs, and $ 0.1 million associated with the accretion of the original issue discount.

NOTE 11— CONTINGENCIES

LendingTree is involved in legal proceedings on an ongoing basis.

In assessing the materiality of a legal proceeding, the Company evaluates, among other factors, the amount of monetary damages claimed, as well as the potential impact of non-

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13— CONTINGENCIES

LendingTree is involved in legal proceedings on an ongoing basis.

In assessing the materiality of a legal proceeding, the Company evaluates, among other factors, the amount of monetary damages claimed, as well as the potential impact of non-monetary remedies sought by plaintiffs (e.g., injunctive relief) that may require it to change its business practices in a manner that could have a material and adverse impact on the Company's business.

monetary remedies sought by plaintiffs (e.g., injunctive relief) that may require it to change its business practices in a manner that could have a material and adverse impact on the Company's business.

With respect to the matters disclosed in this Note 11, unless otherwise indicated, the Company is unable to estimate the possible loss or range of losses that could potentially result from the application of such non-monetary remedies.

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

As of September 30, 2025 and December 31, 2024, the Company had litigation settlement accruals of $ 19.1 million and $ 3.9 million, respectively.

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

As of March 31, 2026 and December 31, 2025, the Company had litigation settlement accruals of $ 6.7 million and $ 13.0 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.

Legal Matters

2 unchanged sentences

District Court of Massachusetts granted the plaintiff’s motion to certify a class.

The Company participated in a mediation in April 2025 and reached a preliminary agreement on the terms of settlement.

The Company participated in a mediation in April 2025 and reached a preliminary agreement on the terms of settlement for $ 19.0 million.

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

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

The settlement is payable in three equal installments.

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

NOTE 14— FAIR VALUE MEASUREMENTS

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

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

A liability of $ 6.3 million for this matter is included in the accompanying consolidated balance sheet as of March 31, 2026.

The settlement was 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 was made in April 2026.

NOTE 12— RELATED PARTY TRANSACTIONS

In the first quarter of 2026, the Company's Board of Directors approved a $ 0.4 million contribution to the LendingTree Foundation that the Company paid in the second quarter of 2026.

Officers of the Company serve as officers of the LendingTree Foundation.

NOTE 13— SEGMENT INFORMATION

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Home, Consumer, and Insurance.

Characteristics which were relied upon in making the determination of the reportable segments include the nature of the products, the organization's internal structure, and the information that is regularly reviewed by the chief operating decision maker (the "CODM"), the Company's Chief Executive Officer, for the purpose of assessing performance and allocating resources.

Characteristics which were relied upon in making the determination of the reportable segments include the nature of the products, the organization's internal structure, and the information that is regularly reviewed by the chief operating decision maker, the Company's Chief Executive Officer, for the purpose of assessing performance and allocating resources.

The Home segment includes the following products:

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The following tables are a reconciliation of segment profit, which is the Company's primary segment profitability measure, to income before income taxes.

Segment marketing expense represents the portion of selling and marketing expense attributable to variable costs paid for advertising, direct marketing and related expenses, that are directly attributable to the segments' products.

This measure excludes overhead, fixed costs and personnel-related expenses.

Segment marketing expense represents the portion of selling and marketing expense

LENDINGTREE, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three Months Ended September 30, 2025

attributable to variable costs paid for advertising, direct marketing and related expenses, that are directly attributable to the segments' products.

This measure excludes overhead, fixed costs and personnel-related expenses.

Three Months Ended March 31, 2026

Home Consumer Insurance Other Total

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Income before income taxes $ 22,917

Three Months Ended September 30, 2024

Home Consumer Insurance Other Total

(in thousands)

Revenue $ 32,248 $ 59,474 $ 169,065 $ 2 $ 260,789

Segment marketing expense 22,993 31,491 127,622 45 182,151

Segment profit (loss) 9,255 27,983 41,443 ( 43 ) 78,638

Cost of revenue 9,372

Brand and other marketing expense 11,391

General and administrative expense 26,680

Product development 11,190

Depreciation 4,584

Amortization of intangibles 1,466

Restructuring and severance 273

Litigation settlements and contingencies 3,762

Operating income 9,920

Interest expense, net ( 10,060 )

Other expense ( 57,391 )

Loss before income taxes $ ( 57,531 )

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2025

Home Consumer Insurance Other Total

11 unchanged sentences

Litigation settlements and contingencies 15,212

Operating income 42,581

Operating loss ( 7,109 )

Interest expense, net ( 9,084 )

Other income 1,388

Income before income taxes $ 7,556

Nine Months Ended September 30, 2024

Home Consumer Insurance Other Total

(in thousands)

Revenue $ 94,857 $ 166,826 $ 377,008 $ 6 $ 638,697

Segment marketing expense 66,703 84,491 265,751 104 417,049

Segment profit (loss) 28,154 82,335 111,257 ( 98 ) 221,648

Cost of revenue 26,328

Brand and other marketing expense 33,056

General and administrative expense 79,594

Product development 33,421

Depreciation 13,852

Amortization of intangibles 4,422

Restructuring and severance 498

Litigation settlements and contingencies 3,791

Operating income 26,686

Interest expense, net ( 17,899 )

Other expense ( 55,305 )

Loss before income taxes $ ( 14,805 )

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

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 16— SUBSEQUENT EVENTS

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

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

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

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

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

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

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements