What changed in this filing

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Item 1. Financial Statements

2026-07-31 compared with 2026-05-01 · 138 added, 78 removed, 468 unchanged (32% of the section changed)

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands, except per share amounts)

2 unchanged sentences

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

11,269 10,029 22,965 19,937

Selling and marketing expense 236,453 176,753 475,021 349,504

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Total costs and expenses 291,624 229,192 587,777 476,029

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

Operating income 21,798 20,924 52,912 13,815

Other income (expense), net:

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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 9,574 — — — 9,574 — —

Non-cash compensation 6,216 — — 6,216 — — —

Issuance of common stock for stock options, employee stock purchase plan, restricted stock awards and restricted stock units, net of withholding taxes 248 82 1 247 — — —

Balance as of June 30, 2026 $ 320,772 17,390 $ 174 $ 1,288,035 $ ( 701,259 ) 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 loss ( 12,375 ) — — — ( 12,375 ) — —

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

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

1 unchanged sentence

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

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

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

Issuance of common stock for stock options, 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 )

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

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in thousands)

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Net income (loss) and comprehensive income (loss) $ 26,840 $ ( 3,513 )

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

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

Loss on impairments and disposal of assets 3 254

3 unchanged sentences

Deferred income taxes 10,130 798

Loss on investments 359 —

Bad debt expense 481 183

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Gain on settlement of convertible debt — ( 266 )

Loss on investments 359 1,225

Changes in assets and liabilities:

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Other, net 5 522

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

Net cash provided by operating activities 40,717 27,743

Cash flows from investing activities:

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Cash flows from financing activities:

Proceeds from term loan — 50,000

Repayment of term loan ( 2,000 ) ( 6,563 )

Payments related to net-share settlement of stock-based compensation, net of proceeds from exercise of stock options ( 3,141 ) ( 2,285 )

Proceeds from term loan — 50,000

Repurchase of 0.50 % Convertible Senior Notes

Payment of debt issuance costs — ( 500 )

Payment of debt costs — ( 500 )

Net cash (used in) provided by financing activities ( 5,141 ) 20,952

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LendingTree, Inc.

is the parent of LT Intermediate Company, LLC, which holds all of the outstanding ownership interests of LendingTree, LLC, and LendingTree, LLC owns several companies (collectively, “LendingTree” or the “Company”).

is the parent of LT Intermediate Company, LLC, which holds all of the outstanding ownership interests of LendingTree, LLC and its subsidiaries (collectively, “LendingTree” or the “Company”).

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

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

The Company also serves as a valued partner to lenders and other providers seeking an efficient, scalable, and flexible source of customer acquisition with directly measurable benefits, by matching the consumer inquiries it generates with these providers.

The Company also serves as a valued partner to insurance carriers, lenders and other providers seeking an efficient, scalable, and flexible source of customer acquisition with directly measurable benefits, by matching the consumer inquiries it generates with these providers.

The consolidated financial statements include the accounts of LendingTree and all its wholly-owned entities.

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Basis of Presentation

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.

The accompanying unaudited interim consolidated financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025, respectively, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

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

The results for the three 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 results for the three and six months ended June 30, 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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and the determination of right-of-use assets and lease liabilities.

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

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

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

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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 March 31, 2026, 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 June 30, 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.

Recently Adopted Accounting Pronouncements

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

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

The Company adopted this ASU on January 1, 2026, on a prospective basis and elected the practical expedient.

The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Recently Issued Accounting Pronouncements

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.

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

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

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

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

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

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

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

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

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

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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 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 total contract asset related to estimated variable consideration was $ 41.0 million and $ 33.5 million at June 30, 2026 and December 31, 2025, respectively, of which $ 26.5 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.

1 unchanged sentence

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

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.

The Company recognized a decrease for closing and approval fees of $ 0.1 million in the second quarter of 2026, and there was an increase of $ 0.3 million in the second quarter of 2025.

NOTE 4— ALLOWANCE FOR DOUBTFUL ACCOUNTS

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Balance, beginning of the period $ 1,493 $ 1,458 $ 1,322 $ 1,407

13 unchanged sentences

Goodwill and Indefinite-Lived Intangible Assets

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's goodwill at each of June 30, 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.

Changes in the timing of the recovery of the mortgage business, inflation, interest rates and other changes in current expectations could cause an impairment to the Insurance, Mortgage, or Consumer reporting units.

Changes in the timing of the recovery of the mortgage business, inflation, interest rates and other changes in current expectations could cause an impairment to the Insurance, Home, or Consumer reporting units.

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

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Customer lists $ 69,100 $ ( 43,726 ) $ 25,374

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

Balance at June 30, 2026 $ 69,100 $ ( 43,726 ) $ 25,374

Cost Accumulated

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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 of intangible assets with definite lives is computed on a straight-line basis and, based on balances as of June 30, 2026, future amortization is estimated to be as follows (in thousands) :

Amortization Expense

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Weighted average basic common shares 13,965 13,549 13,895 13,495

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Weighted average diluted common shares 14,054 13,650 14,156 13,495

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.

For the second 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 0.4 million restricted stock units.

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

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

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

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

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

For the first six months of

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.

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.

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

The 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 of the convertible notes.

Approximately 0.2 million and 0.3 million shares in the second quarter and first six months of 2025, 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 first six months of 2026 and the second quarter and first six months of 2025, as they were anti-dilutive since the strike price of the warrants was greater than the average market price of the Company's common stock during the relevant periods.

The warrants expired on February 11, 2026.

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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 three months ended March 31, 2026.

No sales were made under the Equity Distribution Agreement during the six months ended June 30, 2026.

Common Stock Repurchases

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

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.

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

At June 30, 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

June 30, Six Months Ended

2026 2025 2026 2025

Cost of revenue $ 169 $ 58 $ 274 $ 28

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Expired ( 33,655 ) 135.43

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.

Options outstanding at June 30, 2026 325,822 238.51 1.84 $ —

Options exercisable at June 30, 2026 325,822 $ 238.51 1.84 $ —

(a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $ 44.29 on the last trading day of the quarter ended June 30, 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 June 30, 2026.

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

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Forfeited — —

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

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

Options outstanding at June 30, 2026 481,669 195.10 0.28 $ —

Options exercisable at June 30, 2026 481,669 $ 195.10 0.28 $ —

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

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.

As of June 30, 2026, no additional performance-based nonqualified stock options with a market condition had been earned or remain available to be earned.

LENDINGTREE, INC.

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Forfeited ( 34,079 ) 42.77

Nonvested at March 31, 2026 905,501 $ 44.07

Nonvested at June 30, 2026 894,290 $ 44.05

Restricted Stock Units with Market Conditions

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

RSUs with Market Conditions

RSUs with Market Conditions (a)

Number of Units Weighted Average Grant Date Fair Value

Nonvested at January 1, 2026 79,000 $ 38.39

Granted 62,800 29.36

Vested ( 5,000 ) 36.25

Forfeited — —

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.

Nonvested at June 30, 2026 136,800 $ 34.32

(a) During the six months ended June 30, 2026, the Company granted RSUs with market conditions that will vest if the Company's 90 trading day average closing stock price 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.

Three Months Ended

Six Months Ended June 30,

Expected term (1)

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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.

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

Employee Stock Purchase Plan

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

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

As of June 30, 2026, 52,604 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.

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.

During the six months ended June 30, 2026, 21,700 shares were issued under the ESPP.

During the six months ended June 30, 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:

Three Months Ended

Six Months Ended

Expected term (1)

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands, except percentages)

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Effective tax rate 32.3 % 17.7 % 27.6 % 12.9 %

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.

For the second quarter and first six months of 2026, the effective tax rate varied from the federal statutory rate of 21 % primarily due to the effect of state taxes and various unfavorable permanent tax adjustments.

For the second quarter and first six months 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 and current tax expense on taxable income.

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.

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Net carrying amount $ 386,351 $ 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.

As of June 30, 2026, the Company's borrowings outstanding under the 2025 Term Loan bear interest based on the Secured Overnight Financing Rate ("SOFR") of 7.89 %.

The carrying value of the Company's financial instruments are equal to fair value at June 30, 2026.

As of June 30, 2026, the Company had no borrowings outstanding under the 2025 Revolving Facility.

The Company was in compliance with all covenants at June 30, 2026.

In the first six months of 2026, the Company recorded interest expense related to its 2025 Credit Agreement of $ 16.8 million which consisted of $ 15.9 million associated with borrowings bearing interest based on the SOFR rate, $ 0.5 million associated with the amortization of debt issuance costs, $ 0.3 million associated with the accretion of the original issue discount, and $ 0.1 million in unused commitment fees.

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

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.

In the first six months of 2025, the Company recorded interest expense related to its Credit Agreement from 2021 of $ 11.3 million which consisted of $ 10.3 million associated with borrowings bearing interest at the SOFR option rate, $ 0.5 million in unused commitment fees and $ 0.5 million associated with the amortization of the debt issuance costs.

In the first six months of 2025, the Company recorded interest expense related to the 2024 Term Loan of $ 7.8 million which consisted of $ 7.1 million associated with borrowings bearing interest based on the SOFR option rate, $ 0.2 million associated with unused commitment fees, $ 0.3 million associated with the amortization of debt issuance costs, and $ 0.2 million associated with the accretion of the original issue discount.

NOTE 11— CONTINGENCIES

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

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.

As of June 30, 2026 and December 31, 2025, the Company had litigation settlement accruals of $ 0.9 million and $ 13.0 million, respectively.

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

Legal Matters

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

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.

The settlement was payable in three equal installments.

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

NOTE 12— RELATED PARTY TRANSACTIONS

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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 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 "CODM"), 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

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.

LENDINGTREE, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Three Months Ended June 30, 2026

Home Consumer Insurance Other Total

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Income before income taxes $ 14,147

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Home Consumer Insurance Other Total

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Litigation settlements and contingencies ( 2 )

Operating loss ( 7,109 )

Operating income 20,924

Interest expense, net ( 10,402 )

Other income 248

Income before income taxes $ 10,770

LENDINGTREE, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Six Months Ended June 30, 2026

Home Consumer Insurance Other Total

(in thousands)

Revenue $ 82,974 $ 126,593 $ 431,122 $ — $ 640,689

Segment marketing expense 61,734 66,040 323,193 142 451,109

Segment profit (loss) 21,240 60,553 107,929 ( 142 ) 189,580

Cost of revenue 22,965

Brand and other marketing expense 23,912

General and administrative expense 53,700

Product development 21,499

Depreciation 8,462

Amortization of intangibles 2,576

Restructuring and severance 2,778

Litigation settlements and contingencies 776

Operating income 52,912

Interest expense, net ( 17,049 )

Other income 1,201

Income before income taxes $ 37,064

Six Months Ended June 30, 2025

Home Consumer Insurance Other Total

(in thousands)

Revenue $ 77,437 $ 118,552 $ 293,809 $ 46 $ 489,844

Segment marketing expense 51,235 59,345 215,103 70 325,753

Segment profit (loss) 26,202 59,207 78,706 ( 24 ) 164,091

Cost of revenue 19,937

Brand and other marketing expense 23,751

General and administrative expense 55,694

Product development 23,377

Depreciation 8,538

Amortization of intangibles 2,614

Restructuring and severance 1,155

Litigation settlements and contingencies 15,210

Operating income 13,815

Interest expense, net ( 19,486 )

Other income 1,636

Loss before income taxes $ ( 4,035 )

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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