What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-01 compared with 2025-10-31 · 96 added, 177 removed, 223 unchanged (55% of the section changed)

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Our online consumer platform provides consumers with access to product offerings from our Network Partners, including mortgage loans, home equity loans and lines of credit, auto loans, credit cards, deposit accounts, personal loans, small business loans, insurance quotes and other related offerings.

In addition, we offer consumers tools and resources, including free credit scores, that facilitate comparison shopping for loans, deposit products, insurance, and other offerings.

In addition, we offer tools and resources, including free credit scores, that facilitate comparison shopping for loans, deposit products, insurance, and other offerings.

We seek to match consumers with multiple providers, who can provide them competing quotes for the product(s) they are seeking.

We also serve as a valued partner to lenders and other providers seeking an efficient, scalable and flexible source of customer acquisition with directly measurable benefits, by matching the consumer inquiries we generate with these Network Partners.

Our Spring platform offers a personalized comparison-shopping experience, financial health advice and credit simulations by providing free credit scores and credit score analysis.

This authenticated and secure platform enables us to monitor consumers' credit profiles, identify and alert them to changes in their financial health, and to recommend loans and other offerings on our marketplace that may be more favorable than the terms they may have at a given point in time.

Customers can track the progress of their financial health over time based on actions they have taken and see recommended credit score improvement actions, and loans or other products offered by LendingTree.

We are focused on developing new product offerings and enhancements to improve the experience of consumers and Network Partners as they interact with us.

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“Risk Factors” of our 2025 Annual Report for additional information.

During 2025, the interest rate environment and inflationary pressures have continued to present challenges for many of our mortgage lending partners.

In our Home segment, mortgage rates have remained relatively consistent in the third quarter of 2025 compared to the third quarter of 2024, but significantly increased compared to the second quarter of 2022.

The increased mortgage rates continue to cause reduced refinance volumes and continue to put pressure on purchase activity.

In our Insurance segment, demand from our carrier partners remain at relatively elevated levels and we continue to be optimistic about the remainder of 2025.

During the first quarter of 2026, the challenging interest rate environment and inflationary pressures have continued to present challenges for many of our mortgage lending partners.

In our Home segment, mortgage rates have decreased slightly in the first quarter of 2026, with the quarterly average mortgage rate in the first quarter of 2026 of 6.1% compared to 6.8% in the first quarter of 2025, but remain significantly increased compared to the low rates seen in 2021.

A shortage of in-the-money refinance borrowers persists given the current higher level of mortgage rates, and historically low existing home sales are suppressing consumer demand for purchase loans.

Our Consumer segment has benefited from the recent Federal Reserve rate decreases, but recent geopolitical events and higher consumer tax refunds appear to have pressured consumer demand for new borrowing.

In our Insurance segment, carriers are broadly experiencing strong automotive underwriting results following multiple quarters of premium increases and stable loss cost trends.

We are optimistic about maintaining the strong performance in the Insurance segment in 2026.

Segment Reporting

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Consumer demand, in turn, affects lender demand for mortgage leads from third-party sources, as well as our own ability to attract online consumers to our website.

Typically, when interest rates decline, we see increased consumer demand for mortgage refinancing, which in turn leads to increased traffic to our website and decreased selling and marketing efforts associated with that traffic.

At the same time, lender demand for leads from third-party sources typically decreases, as there are more consumers in the marketplace seeking refinancings and, accordingly, lenders receive more organic mortgage lead volume.

Due to lower lender demand, our revenue earned per consumer typically decreases, but with correspondingly lower selling and marketing costs.

Conversely, when interest rates increase, we typically see decreased consumer demand for mortgage refinancing, leading to decreased traffic to our website and higher associated selling and marketing efforts associated with that traffic.

At the same time, lender demand for leads from third-party sources typically increases, as there are fewer consumers in the marketplace and, accordingly, the supply of organic mortgage lead volume decreases.

Due to high lender demand, we typically see an increase in the amount lenders will pay per matched lead, which often leads to higher revenue earned per consumer.

However, increases in the amount lenders will pay per matched lead in this situation is limited by the overall cost models of our lenders, and our revenue earned per consumer may be adversely affected by the overall reduced demand for refinancing in a rising rate environment.

We dynamically adjust selling and marketing expenditures in all interest rate environments to optimize our results against these variables.

According to Freddie Mac, the monthly average 30-year mortgage interest rates decreased from a monthly average of 6.72% in December 2024 to a monthly average of 6.35% in September 2025.

On a quarterly basis, 30-year mortgage interest rates in the third quarter of 2025 averaged 6.55%, compared to 6.51% in the third quarter of 2024.

According to Freddie Mac, the monthly average 30-year mortgage interest rates remained consistent at 6.2% in March 2026 and in December 2025.

On a quarterly basis, 30-year mortgage interest rates decreased to an average of 6.1% in the first quarter of 2026 from 6.2% in the fourth quarter of 2025.

The quarterly average decreased to 6.1% in the first quarter of 2026 compared to 6.8% in the first quarter of 2025.

Typically, as mortgage interest rates rise, there are fewer consumers in the marketplace seeking refinancings and, accordingly, the mix of mortgage origination dollars will move toward purchase mortgages.

According to Mortgage Bankers Association (“MBA”) data, total refinance origination dollars increased to 33% of total mortgage origination dollars in the third quarter of 2025 compared to 19% in the third quarter of 2024.

In the third quarter of 2025, total refinance origination dollars increased 117% from the third quarter of 2024.

Industry-wide mortgage origination dollars in the third quarter of 2025 increased 24% from third quarter of 2024.

According to Mortgage Bankers Association (“MBA”) data, total refinance origination dollars decreased to 40% of total mortgage origination dollars in the first quarter of 2026 compared to 42% in the fourth quarter of 2025 and increased from 29% in the first quarter of 2025.

In the first quarter of 2026, total refinance origination dollars decreased 11% from the fourth quarter of 2025 and increased 96% from the first quarter of 2025.

Industry-wide mortgage origination dollars in the first quarter of 2026 decreased 6% from the fourth quarter of 2025, but increased 43% from first quarter of 2025.

According to MBA projections, the mix of mortgage origination dollars is expected to continue to be weighted towards purchase mortgages with the refinance share representing approximately 35% for 2026 compared to 34% in 2025.

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Conversely, a weaker real estate market will typically lead to an increase in lender demand, as there are fewer consumers in the marketplace seeking mortgages.

According to Fannie Mae data, existing home sales increased approximately 2% in the third quarter of 2025 compared to the third quarter of 2024.

Fannie Mae predicts overall existing-home sales to be relatively consistent in 2025 compared to 2024.

We consider certain metrics related to LendingTree Spring TM ("Spring") set forth below to help us evaluate our business and growth trends and assess operational efficiencies.

We believe our Spring platform drives repeat user engagement resulting in lower acquisition costs and increases consumer lifetime value.

The calculation of the metrics discussed below may differ from other similarly titled metrics used by other companies, securities analysts or investors.

We added 1.0 million net new users in the third quarter of 2025, bringing cumulative active users to 33.6 million as of September 30, 2025.

We calculate the number of Spring users at a period end as the number of users that had an active account at any point during the quarter that includes the period end date.

Users that deactivated their accounts prior to the most recent quarter are no longer considered in the user base at the end of the most recent quarter.

We attribute approximately $4.7 million of revenue, or 2% of total revenue, in the third quarter of 2025 to registered Spring users who initiated their transaction from the Spring platform.

During the third quarter of 2025, approximately 0.3 million Spring users initiated a transaction from the Spring platform that contributed to revenue.

Convertible Note Maturity

On July 15, 2025, we repaid the $95.3 million outstanding principal amount of our 0.50% Convertible Senior Notes ("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.

New Credit Facility and Refinancing

On August 21, 2025, we entered into a $475.0 million first lien term loan facility (the "2025 Facility") consisting of a $75 million revolving credit facility (the "2025 Revolving Facility") and a $400.0 million term loan facility (the "2025 Term Loan"), both with maturities of August 21, 2030.

Proceeds from the 2025 Facility were used to refinance the Credit Agreement (as defined herein) and 2024 Term Loan (as defined herin) and for working capital and general corporate purposes.

Results of Operations for the Three and Nine Months ended September 30, 2025 and 2024

According to Fannie Mae data, existing home sales decreased 3% in the first quarter of 2026 compared to the fourth quarter of 2025, and decreased 1% compared to the first quarter of 2025.

Fannie Mae predicts an overall increase in existing-home sales of approximately 1.2% in 2026 compared to 2025.

Results of Operations for the Three Months ended March 31, 2026 and 2025

Our discussion within Revenue provides the details of consolidated revenue by segment and significant products.

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In Segment Profit, we provide a discussion of the business within each segment, addressing both Company and market impacts on the profitability of each segment in addition to a discussion of segment margin.

Three Months Ended September 30, Nine Months Ended September 30,

Change 2025 2024 $

Three Months Ended March 31,

(Dollars in thousands)

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Total costs and expenses 296,153 246,837 49,316 20 %

Operating income 28,766 9,920 18,846 190 % 42,581 26,686 15,895 60 %

Operating income (loss) 31,114 (7,109) 38,223 538 %

Other income (expense), net:

Interest expense, net (8,566) (9,084) (518) (6) %

Other income (expense) 732 (57,391) 58,123 101 % 2,368 (55,305) 57,673 104 %

Other income 369 1,388 (1,019) (73) %

Income (loss) before income taxes 22,917 (14,805) 37,722 255 %

Income tax expense (1,426) (447) 979 219 % (904) (2,692) (1,788) (66) %

Income tax (expense) benefit (5,651) 2,430 8,081 333 %

Net income (loss) and comprehensive income (loss) $ 17,266 $ (12,375) $ 29,641 240 %

Revenue increased in the third quarter and first nine months of 2025 compared to the third quarter and first nine months of 2024 due to increases in our Insurance, Home and Consumer segments.

Revenue from our Insurance segment increased $34.4 million, or 20%, to $203.5 million in the third quarter of 2025 from $169.1 million in the third quarter of 2024.

The increase in revenue was due to a 19% increase in volume, representing $32.2 million of the increase, and a 1% increase in revenue earned per consumer, representing $2.2 million of the increase.

Revenue from our Insurance segment increased $120.3 million, or 32%, to $497.3 million in the first nine months of 2025 from $377.0 million in the first nine months of 2024.

The increase in revenue was due to a 20% increase in volume, representing $81.7 million of the increase, and a 10% increase in revenue earned per consumer, representing $38.6 million of the increase.

We measure volume for our insurance product as the number of consumer request forms and, in certain cases re-engagement with a consumer, the number of such subsequent consumer engagements through our platform.

Our Home se gment includes the following products:

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

Revenue from our Home segment increased $5.9 million, or 18%, in the third quarter of 2025 from the third quarter of 2024 and increased $20.7 million, or 22%, in the first nine months of 2025 from the first nine months of 2024 primarily due to increases in revenue from our home equity loans.

Revenue from our home equity loans product increased $7.3 million, or 35%, to $28.3 million in the third quarter of 2025 from $21.0 million in the third quarter of 2024.

The increase in revenue was due to a 58% increase in volume, representing $10.4 million of the increase, partially offset by a 15% decrease in revenue earned per consumer, representing a $3.1 million decrease.

Revenue from our home equity loans product increased $20.6 million, or 32%, to $84.4 million in the first nine months of 2025 from $63.8 million in the first nine months of 2024.

The increase in revenue was due to a 57% increase in volume, representing $30.8 million of the increase, partially offset by a 16% decrease in revenue earned per consumer, representing a $10.2 million decrease.

We measure volume for our home equity loans and lines of credit products as the number of consumers completing request forms.

Revenue increased in the first quarter of 2026 compared to the first quarter of 2025 due to increases in our Insurance, Consumer and Home segments.

Revenue from our Insurance segment increased $75.2 million, or 51%, to $221.9 million in the first quarter of 2026 from $146.7 million in the first quarter of 2025.

The increase in revenue was due to a 28% increase in volume, representing $48.9 million of the increase and an 18% increase in revenue earned per consumer, representing $26.3 million of the increase We measure volume for insurance products as the number of consumer request forms and in certain cases of re-engagement with a consumer, the number of subsequent consumer engagements through our platform.

Our Consumer segment includes the following products:

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

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

Many of our Consumer segment products are not individually significant to revenue.

Revenue from our Consumer segment increased $6.7 million, or 11%, in the third quarter of 2025 from the third quarter of 2024 primarily due to increases in our small business loans and personal loans products, partially offset by decreases in credit cards and other credit products.

Revenue from our Consumer segment increased $17.9 million, or 11%, in the first nine months of 2025 from the first nine months of 2024 primarily due to increases in our small business loans and personal loans products, partially offset by decreases in credit cards and other credit products.

Revenue from our personal loans product increased $3.4 million, or 12%, to $31.3 million in the third quarter of 2025 from $27.8 million in the third quarter of 2024.

The increase in revenue was due to a 10% increase in revenue earned per consumer, representing a $2.7 million increase, and a 2% increase in volume, representing a $0.7 million increase.

Revenue from our personal loans product increased $10.4 million, or 14%, to $85.3 million in the first nine months of 2025 from $74.9 million in the first nine months of 2024.

The increase in revenue was due to a 16% increase in volume, representing $11.5 million of the increase, partially offset by a 1% decrease in revenue earned per consumer, representing $1.1 million of a decrease.

We measure volume for our personal loans product as the number of unique consumers completing request forms.

For the current periods, no other products in our Consumer segment represented more than 10% of revenue;

Revenue from our Consumer segment increased $10.3 million, or 18%, in the first quarter of 2026 from the first quarter of 2025 primarily due to increases in our small business loans.

For the periods presented, no products in our Consumer segment represented more than 10% of revenue;

however, certain other Consumer products experienced notable changes.

Revenue from our small business loans product increased $7.7 million, or 50%, in the third quarter of 2025 compared to the third quarter of 2024, and increased $21.3 million, or 53% in the first nine months of 2025 compared to the first nine months of 2024 due to increases in the number of consumers completing request forms and in revenue earned per consumer.

Revenue from our credit cards product decreased $2.8 million, or 46%, in the third quarter of 2025 compared to the third quarter of 2024, and decreased $8.8 million, or 45%, in the first nine months of 2025 compared to the first nine months of 2024 primarily due to decreases in revenue earned per click and for the first nine months of 2025 a decrease in the number of consumer clicks.

Revenue from our other credit products decreased $0.8 million, or 17%, in the third quarter of 2025 compared to the third quarter of 2024, and decreased $3.7 million, or 26%, in the first nine months of 2025 compared to the first nine months of 2024 primarily due to a decrease in revenue earned per consumer partially offset by an increase in the number of consumers completing request forms.

Revenue from small business increased $9.7 million, or 49%, in the first quarter of 2026 compared to the first quarter of 2025 due to increases in revenue earned per consumer and in the number of consumers completing request forms.

Our Home segment includes the following products:

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

Revenue from our Home segment increased $2.0 million, or 6%, in the first quarter of 2026 from the first quarter of 2025 primarily due to an increase in revenue from our home equity loans product, partially offset by a decrease in revenue from our mortgage products.

Cost of revenue

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

Cost of revenue increased $1.6 million in the third quarter of 2025 from the third quarter of 2024 primarily due to an increase in compensation and benefits.

Cost of revenue increased $4.6 million in the first nine months of 2025 from the first nine months of 2024 primarily due to an increase in compensation and benefits of $3.8 million.

Cost of revenue as a percentage of revenue was 4% in the third quarter and first nine months of 2025 which is consistent with the third quarter and the first nine months of 2024.

Cost of revenue increased in the first quarter of 2026 from the first quarter of 2025 by $1.8 million, primarily due to an increase in compensation and benefits.

Cost of revenue as a percentage of revenue was 4% in the first quarter of 2026 which is consistent with the first quarter of 2025.

Selling and marketing expense

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Advertising production costs are expensed in the period the related ad is first run.

Selling and marketing expense increased in the third quarter of 2025 compared to the third quarter 2024 by $31.5 million, and increased $124.5 million in the first nine months of 2025 compared to the first nine months of 2024 primarily due to the changes in advertising and promotional expense discussed below.

Additionally, compensation and benefits increased $2.5 million in the first nine months of 2025 compared to the first nine months of 2024.

Selling and marketing expense increased in the first quarter of 2026 compared to the first quarter 2025 by $65.8 million primarily due to the changes in advertising and promotional expense discussed below.

Advertising and promotional expense is the largest component of selling and marketing expense, and is comprised of the following:

Three Months Ended September 30, Nine Months Ended September 30,

Change 2025 2024 $

Three Months Ended March 31,

(Dollars in thousands)

Online $ 226,883 $ 161,075 $ 65,808 41 %

Broadcast 1 17 (16) (94) % 16 37 (21) (57) %

Other 837 926 (89) (10) %

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This relationship exists for our Home, Consumer, and Insurance segments.

We adjusted our advertising expenditures in the third quarter and first nine months of 2025 compared to the third quarter and first nine months of 2024 in response to changes in Network Partner demand on our marketplace.

We adjusted our advertising expenditures in the first quarter of 2026 compared to the first quarter of 2025 in response to changes in Network Partner demand on our marketplace.

We will continue to adjust selling and marketing expenditures dynamically in response to anticipated revenue opportunities.

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General and administrative expense consists primarily of compensation and other employee-related costs (including stock-based compensation) for personnel engaged in finance, legal, tax, corporate information technology, human resources and executive management functions, as well as facilities and infrastructure costs and fees for professional services.

General and administrative expense was generally consistent in the third quarter of 2025 and the third quarter of 2024.

General and administrative expense increased $2.3 million in the first nine months of 2025 from the first nine months of 2024 primarily due to an increase in compensation and benefits of $5.0 million, partially offset by a decrease in professional fees of $1.0 million and a decrease in facility costs of $0.8 million.

General and administrative expense as a percentage of revenue decreased to 9% in the third quarter of 2025 compared to 10% in the third quarter of 2024, and decreased to 10% in the first nine months of 2025 compared to 12% in the first nine months of 2024.

We anticipate an increase in general and administrative 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 previous Chief Executive Officer.

Non-cash compensation expense is excluded from Adjusted EBITDA.

See “Adjusted EBITDA” below.

Product development

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

Product development expense increased $1.3 million in the first nine months of 2025 from the first nine months of 2024 as we continued to invest in internal development of new and enhanced features, functionality and business opportunities that we believe will enable us to better and more fully serve consumers and Network Partners.

General and administrative expense decreased in the first quarter of 2026 compared to the first quarter of 2025, primarily due to a decrease in compensation and benefits of $3.4 million.

Non-cash compensation expense, included in total compensation and benefits noted above, within general and administrative expense decreased in the first quarter of 2026 compared to the first quarter of 2025 primarily due to $6.1 million of non-compensation expense in the first quarter of 2025 on equity awards associated with our previous Founder and Chief Executive Officer.

For additional information, see Note—8-Stock-Based Compensation in the notes to the consolidated financial statements included elsewhere in this report.

Non-cash compensation expense is excluded from Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”), as discussed below.

General and administrative expense as a percentage of revenue in the first quarter of 2026 was 9% compared to 13% for the first quarter of 2025.

Litigation Settlements and Contingencies

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Interest expense, net

In March 2024 and March 2025, we drew $125.0 million and $50.0 million, respectively, on the 2024 Term Loan (as defined herein).

The incremental borrowings in March 2024 and March 2025 resulted in an increase of $2.5 million of interest expense in the first nine months of 2025 compared to the first nine months of 2024.

In the third quarter of 2025, we refinanced our Credit Agreement (as defined herein) and 2024 Term Loan, which collectively had $402.8 million outstanding, with proceeds from the $400.0 million 2025 Term Loan (as defined herein) and cash on hand at par plus accrued and unpaid interest.

As a result of the refinancing, we recognized a loss on the extinguishment of $7.9 million due to the write-off of unamortized debt issuance costs and original issue discount costs which are included in interest expense, net in the consolidated statement of operations and comprehensive income.

In the first quarter of 2025, we repurchased approximately $20.0 million in principal amount of our 0.50% Convertible Senior Notes due July 15, 2025 (the "2025 Notes") for $19.7 million plus accrued and unpaid interest.

As a result of the repurchase, we recognized a gain on the extinguishment of $0.3 million in the first nine months of 2025, which is included in interest expense, net in the consolidated statement of operations and comprehensive income.

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

As a result of the repurchase, we 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, net in the consolidated statements of operations and comprehensive income.

As a result of the repurchase, we recognized a gain on the extinguishment of $0.3 million, which is included in interest expense, net in the consolidated statement of operations and comprehensive income.

See Note 10—Debt for additional information.

Income tax expense

For the third quarter and first nine months of 2025 and 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 our tax obligations, including temporary tax impacts related to research and development expensing and interest expense limitations.

The impact of the OBBBA on our provision for income taxes is immaterial.

Income tax (expense) benefit

For the first quarter of 2026, the effective tax rate varied from the U.S.

federal statutory rate of 21% primarily due to the effect of state income taxes.

For the first quarter of 2025, the effective tax rate differed from the U.S.

federal statutory rate of 21% primarily due to changes 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 we 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.

Segment Profit

Three Months Ended September 30, Nine Months Ended September 30,

Change 2025 2024 $

Three Months Ended March 31,

(Dollars in thousands)

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77 36 41 114 %

Other (70) (43) (27) (63) % (94) (98) 4 4 %

Segment profit (70) (12) (58) (483) %

Revenue 327,267 239,728 87,539 37 %

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Segment margin 31% 33%

(1) Segment marketing expense represents the potion 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.

(1) 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 costs.

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Segment profit is calculated as segment revenue less segment selling and marketing expenses attributed to variable costs paid for advertising, direct marketing and related expenses that are directly attributable to the segments' products.

Segment margin is segment profit divided by segment revenue.

See Note 13—Segment Information in the notes to the consolidated financial statements for additional information on segments and a reconciliation of segment profit to pre-tax income.

Home segment revenue increased 18% to $38.1 million in the third quarter of 2025 from the third quarter of 2024 and segment profit increased 27% to $11.8 million in the third quarter of 2025 from the third quarter of 2024.

Segment margin increased to 31% in the third quarter of 2025 compared to 29% in the third quarter of 2024, primarily due to a change in product mix.

Home equity revenue of $28.3 million in the third quarter of 2025 increased $7.3 million from $21.0 million in the third quarter of 2024.

The home equity product remains the primary focus for consumers and our lender partners as mortgage rates remained persistently high during the quarter.

Within Home, our core mortgage business generated revenue of $9.8 million in the third quarter of 2025 which decreased $1.4 million from $11.2 million in the third quarter of 2024.

Consumer demand for our core mortgage loans remains near trough levels.

A shortage of in-the-money refinance borrowers persists given the current higher level of mortgage rates, and historically low existing home sales are suppressing consumer demand for purchase loans.

We believe financial market expectations for continued decreases in interest rates may benefit the mortgage and home equity lending environment and our Home segment.

Our Consumer segment revenue increased 11% to $66.2 million in the third quarter of 2025 from the third quarter of 2024, and segment profit increased 26% to $35.2 million in the third quarter of 2025 from the third quarter of 2024.

Segment margin was 53% in the third quarter of 2025 compared to 47% in the third quarter of 2024 primarily due to a change in mix shift in the product revenue.

Personal loans revenue of $31.3 million in the third quarter of 2025 increased 12% from the third quarter of 2024.

Our lender partners remain in growth mode, and we have begun to see a broadening in credit appetite that has led to a meaningful increase in close rates for our consumers.

We expect record credit card balances by consumers, the consolidation of which is the largest use case for personal loan applicants, should provide opportunity for strong growth in this product into next year.

Small business revenue increased 50% in the third quarter of 2025 from the third quarter of 2024.

Through the investment to grow our concierge sales team we have built a durable platform to further scale this business going forward.

We are actively testing how we can efficiently engage this higher-touch model to other products offered in our marketplace.

See the section titled "Revenue" above for additional discussion of declines in product revenues within the Consumer segment.

Insurance revenue increased 20% to $203.5 million in the third quarter of 2025 from the third quarter of 2024 and segment profit increased 15% to $47.6 million in the third quarter of 2025 from the third quarter of 2024.

Insurance carriers are broadly enjoying very strong automotive underwriting results following multiple quarters of premium increases and stable loss cost trends, and are aggressively pursuing new customers.

The increased demand has created a competitive market to acquire customers seeking an auto policy, which has led to strong growth in both revenue as well as associated media costs.

Our strategy is to capture the maximum level of carrier advertising budgets when we have an opportunity to drive incremental segment profit and take share from competitors.

These incremental dollars have pressured overall segment margin while simultaneously contributing to robust segment profit.

We expect the strength of this insurance cycle to continue in 2026 following the previous lengthy disruption due to record inflation in auto loss costs that began three years ago.

Segment margin declined to 23% in the third quarter of 2025 from 25% in the third quarter of 2024 as continued strong demand requires the use of our highest cost marketing channels.

Revenue in the Home segment increased 6% to $39.1 million in the first quarter of 2026 and segment profit decreased 24% to $10.0 million in the first quarter of 2026 compared to the first quarter of 2025.

Segment margin decreased to 25% in the first quarter of 2026 compared to 36% in the first quarter of 2025 primarily due to an increase in online marketing costs as we experienced an increase in competition from certain direct-to-consumer lenders for mortgage products.

Additionally, there was a strategic investment decision to drive higher quality traffic within the home equity product, increasing marketing costs.

Our refinance product within our mortgage business matches consumers in the market looking to refinance their existing mortgages with our network lenders.

Our purchase product within our mortgage business matches consumers in the market looking to buy a new home with our network lenders.

Our mortgage business is directly impacted by the mortgage market in which we participate and continues to see headwinds from a lack of in-the-money refinance borrowers given the current higher

level of mortgage rates, and subdued home sales have pressured the volume of consumers searching for purchase loans.

We expect this environment to continue in 2026.

Revenue in our Consumer segment increased 18% to $66.3 million in the first quarter of 2026 from the first quarter of 2025, and segment profit increased 21% to $32.9 million in the first quarter of 2026 from the first quarter of 2025.

Segment margin increased slightly to 50% in the first quarter of 2026 compared to 48% in the first quarter of 2025.

Small business revenue increased 49% in the first quarter of 2026 from the first quarter of 2025.

This increase in revenue was driven by additional investment in our concierge sales team, which provides a high-touch service option to help business owners find the right financing option, while increasing the speed of application submission, approval and funding.

See the section titled "Revenue" above for additional discussion of product revenues within the Consumer segment.

Insurance revenue of $221.9 million in the first quarter of 2026 increased 51% from first quarter of 2025, while segment profit of $57.9 million in the first quarter of 2026 increased 50% from the first quarter of 2025.

Insurance carriers continue to enjoy very strong automotive underwriting results and our leading market position with the largest carriers creates scale benefits.

Growing marketing budgets from mid-sized carriers that are competing for market share provides market breadth for consumers that are shopping for lower policy rates.

We expect price decreases in auto insurance rates across select states in 2026 will provide an additional catalyst for consumer shopping and market share competition amongst carriers, which is expected to benefit our insurance segment results.

Variable Marketing Expense and Variable Marketing Margin

We report variable marketing expense and variable marketing margin as supplemental measures to accounting principles generally accepted in the United States of America ("GAAP".) These related measures are the primary metrics by which we measure the effectiveness of our marketing efforts.

We report variable marketing expense and variable marketing margin as supplemental measures to accounting principles generally accepted in the United States of America ("GAAP").

These related measures are the primary metrics by which we measure the effectiveness of our marketing efforts.

Variable marketing expense represents the portion of selling and marketing expense attributable to variable costs paid for advertising, direct marketing, and related expenses, and excludes overhead, fixed costs, and personnel-related expenses.

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Our operating model is highly sensitive to the amount and efficiency of variable marketing expenditures, and our proprietary systems are able to make rapidly changing decisions concerning the deployment of variable marketing expenditures (primarily but not exclusively online and mobile advertising placement) based on proprietary and sophisticated analytics.

We believe that investors should have access to the same set of

tools that we use in analyzing our results.

We believe that investors should have access to the same set of tools that we use in analyzing our results.

This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP but should not be considered a substitute for or superior to GAAP results.

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

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Interest expense, net 8,566 9,084

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

Income tax expense 1,426 447 904 2,692

Other income (369) (1,388)

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

Variable marketing margin $ 99,547 $ 77,727

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We report Adjusted EBITDA as net income adjusted to exclude interest, income tax, amortization of intangibles and depreciation, and to further exclude (1) non-cash compensation expense, (2) non-cash impairment charges, (3) gain/loss on disposal of assets, (4) gain/loss on investments (5) restructuring and severance expenses, (6) litigation settlements and contingencies, (7) acquisitions and dispositions income or expense (including with respect to changes in fair value of contingent consideration), (8) contributions to the LendingTree Foundation, (9) dividend income, and (10) one-time items.

Adjusted EBITDA has certain limitations in that it does not take into account the impact to our statement of operations of certain expenses, including depreciation, non-cash compensation and acquisition-related accounting.

EBITDA has certain limitations in that it does not take into account the impact to our statement of operations of certain expenses, including depreciation, non-cash compensation and acquisition-related accounting.

We endeavor to compensate for the limitations of the non-GAAP measures presented by also providing the comparable GAAP measures with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measures.

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

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Loss on impairments and disposal of assets 3 254

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

Loss on investments 359 —

Non-cash compensation expense 4,060 9,867

Contribution to LendingTree Foundation 400 —

Litigation settlements and contingencies 20 15,212

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Dividend income (728) (1,388)

Income tax expense 1,426 447 904 2,692

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

Adjusted EBITDA $ 42,009 $ 24,626

Financial Condition, Liquidity and Capital Resources

As of September 30, 2025, we had $68.6 million of cash and cash equivalents, compared to $106.6 million of cash and cash equivalents as of December 31, 2024.

In the first quarter of 2025, we repurchased approximately $20.0 million in principal amount of our 2025 Notes for $19.7 million resulting in a gain on the extinguishment of $0.3 million which is included in interest expense, net in the consolidated statement of operations and comprehensive income.

On July 15, 2025, the remaining $95.3 million outstanding 2025 Notes were fully repaid using cash on hand.

In March 2025, we drew the remaining $50.0 million of the 2024 Term Loan delayed draw.

In the third quarter of 2025, we refinanced our 2021 Credit Agreement and 2024 Term Loan, which collectively had $402.8 million outstanding, with proceeds from the $400.0 million 2025 Term Loan and cash on hand at par plus accrued and unpaid interest.

See Note 12—Debt for additional information.

We expect our cash and cash equivalents, cash flows from operations to be sufficient to fund our operating needs for the next twelve months and beyond.

Financial Position, Liquidity and Capital Resources

As of March 31, 2026, we had $85.5 million of cash and cash equivalents, compared to $81.1 million of cash and cash equivalents as of December 31, 2025.

We expect our cash and cash equivalents and cash flows from operations to be sufficient to fund our operating needs for the next twelve months and beyond.

We will continue to monitor the impact of the current economic conditions, including interest rates, and inflation on our liquidity and capital resources.

For more information, see Note 10—Debt, in the notes to the consolidated financial statements included elsewhere in this report.

Equity Distribution Agreement

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

No sales were made under the Equity Distribution Agreement during 2024 or in the first nine months of 2025.

No sales have been made under the Equity Distribution Agreement since its inception.

Credit Facilities

On September 15, 2021, we 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.

We borrowed $250.0 million under the delayed draw term loan on May 31, 2022 and used $170.2 million of the proceeds to settle our 0.625% Convertible Senior Notes due June 1, 2022, including interest.

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

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

The proceeds of the 2024 Term Loan were used to pay fees and expenses incurred in connection with the closing of the 2024 Term Loan and delayed draw term loan, and was used for working capital and general corporate purposes, including the repayment of our 2025 Notes on July 15, 2025.

On August 21, 2025, we entered into a $475.0 million first lien term loan facility (the "2025 Facility"), consisting of a $75 million revolving credit facility (the "2025 Revolving Facility") and a $400.0 million term loan facility (the "2025 Term Loan"), both with maturities of August 21, 2030.

Proceeds from the 2025 Facility were used to refinance the Credit Agreement and 2024 Term Loan, mentioned above, and for working capital and general corporate purposes.

As of September 30, 2025, we had $400.0 million borrowings outstanding under the 2025 Term Loan and the remaining borrowing capacity under the 2025 Revolving Facility is $75.0 million.

As of October 31, 2025, we have $75.0 million available for borrowing under the 2025 Revolving Facility.

See Note 12—Debt, in Part I.

Item 1 Financial Statements, for additional information.

On August 21, 2025, we entered into a $475.0 million first lien term loan facility ("the 2025 Credit Facility"), consisting of a $75.0 million revolving credit facility (the "2025 Revolving Credit Facility") and a $400.0 million term loan facility (the "2025 Term Loan"), both with maturities of August 21, 2030.

Proceeds from the 2025 Facility were used to refinance two previously outstanding term loans and for working capital and general corporate purposes.

As of May 1, 2026, we have $398.0 million outstanding under the 2025 Term Loan and we have $75.0 million available for borrowing under the 2025 Revolving Credit Facility.

See Note 10—Debt for additional information.

Our cash flows are as follows:

Nine Months Ended

September 30,

Three Months Ended

(in thousands)

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

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

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

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

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

Cash Flows from Operating Activities

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In addition, our uses of cash from operating activities include compensation and other employee-related costs, other general corporate expenditures, litigation settlements and contingencies, and income taxes.

Net cash provided by operating activities increased in the first nine months of 2025 from the first nine months of 2024 primarily due to favorable changes in accounts receivable, partially offset by unfavorable changes in accounts payable, accrued expenses and other current liabilities, prepaid expenses and other current assets, and income taxes.

Net cash provided by operating activities increased in the first three months of 2026 from the first three months of 2025 primarily due to increases in revenue, partially offset by operating costs.

Cash Flows from Investing Activities

Net cash used in investing activities in the first nine months of 2025 and 2024 consisted of capital expenditures primarily related to internally developed software, partially offset by proceeds from the sale of fixed assets in the first nine months of 2025.

Net cash used in investing activities in the first three months of 2026 and 2025 of $2.7 million and $3.4 million, respectively, consisted of capital expenditures primarily related to internally developed software.

Cash Flows from Financing Activities

Net cash used in financing activities in the first nine months of 2025 of $87.7 million consisted primarily of the repurchase of the 2025 Notes for $115.0 million, term loan repayments of $409.4 million and $2.8 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the exercise of stock options, partially offset by net proceeds from term loans of $439.5 million.

Net cash used in financing activities in the first nine months of 2024 consisted primarily of the repurchase of the 2025 Notes for $158.8 million, term loan repayments of $8.8 million and $2.8 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the exercise of stock options offset by $117.8 million net proceeds from the 2024 Term Loan.

New Accounting Pronouncements and Critical Accounting Estimates

For information regarding new accounting pronouncements and critical accounting estimates, see Note 2 — Significant Accounting Policies, in Part I, Item 1 Financial Statements .

Net cash used in financing activities in the first three months of 2026 of $4.4 million consisted of $3.4 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the exercise of stock options and $1.0 million for a scheduled payment on the 2025 Term Loan.

Net cash provided by financing activities in the first three months of 2025 of $23.4 million consisted primarily of $49.5 million of net proceeds from a term loan partially offset by repurchases of convertible notes for $19.7 million, term loan

repayments of $3.8 million and $2.6 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the exercise of stock options.

New Accounting Pronouncements

For information regarding new accounting pronouncements, See Note 2 — Significant Accounting Policies, in Part I, Item 1 consolidated financial statements of this Quarterly Report on Form 10-Q.

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 2. Management’s Discussion and Analysis