What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-31 compared with 2026-05-01 · 102 added, 79 removed, 240 unchanged (43% of the section changed)

18 unchanged sentences

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.

is the parent of LT Intermediate Company, LLC, which holds all of the outstanding ownership interests of LendingTree, LLC, and its subsidiaries.

We operate what we believe to be the leading online consumer platform that connects consumers with the choices they need to be confident in their financial decisions.

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 tools and resources, including free credit scores, that facilitate comparison shopping for loans, deposit products, insurance, and other 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.

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.

We also serve 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 we generate with these Network Partners.

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

8 unchanged sentences

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

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.

During 2026, 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 second quarter of 2026 compared to the second 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.

Our Consumer segment has benefited from the 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.

We continue to be optimistic about the remainder of 2026.

Segment Reporting

7 unchanged sentences

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 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.

According to Freddie Mac, the monthly average 30-year mortgage interest rates increased from a monthly average of 6.2% in December 2025 to a monthly average of 6.5% in June 2026.

On a quarterly basis, 30-year mortgage interest rates in the second quarter of 2026 averaged 6.4%, compared to 6.8% in the second 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 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 Mortgage Bankers Association (“MBA”) data, total refinance origination dollars decreased to 37% in the second quarter of 2026 compared to 40% in the first quarter of 2026 and increased from 29% in the second quarter of 2025.

In the second quarter of 2026, total refinance origination dollars decreased 16% from the fourth quarter of 2025 and increased 40% from the second quarter of 2025.

Industry-wide mortgage origination dollars in the second quarter of 2026 decreased 3% from the fourth quarter of 2025, but increased 10% from the second 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.

5 unchanged sentences

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 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

According to Fannie Mae data, existing home sales increased approximately 2% in the second quarter of 2026 compared to the second quarter of 2025.

Fannie Mae predicts overall existing-home sales to increase approximately 1% in 2026 compared to 2025.

Results of Operations for the Three and Six Months ended June 30, 2026 and 2025

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

4 unchanged sentences

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

Change 2026 2025 $

(Dollars in thousands)

15 unchanged sentences

Total costs and expenses 291,624 229,192 62,432 27 % 587,777 476,029 111,748 23 %

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

Operating income 21,798 20,924 874 4 % 52,912 13,815 39,097 283 %

Other income (expense), net:

4 unchanged sentences

Net income (loss) and comprehensive income (loss) $ 9,574 $ 8,862 $ 712 8 % $ 26,840 $ (3,513) $ 30,353 864 %

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.

Revenue increased in the second quarter of 2026 compared to the second quarter of 2025 primarily due to increases in our Insurance and Home segments.

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

Revenue from our Insurance segment increased $62.1 million, or 42%, to $209.3 million in the second quarter of 2026 from $147.2 million in the second quarter of 2025.

The increase in revenue was due to a 22% increase in volume, representing $38.3 million of the increase, and a 16% increase in revenue earned per consumer, representing $23.8 million of the increase.

Revenue from our Insurance segment increased $137.3 million, or 47%, to $431.1 million in the first six months of 2026 from $293.8 million in the first six months of 2025.

The increase in revenue was due to a 25% increase in volume, representing $87.5 million of the increase, and a 17% increase in revenue earned per consumer, representing $49.8 million of the increase.

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 Consumer segment includes the following products:

1 unchanged sentence

Many of our Consumer segment products are not individually significant to 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;

Revenue from our Consumer segment decreased $2.3 million, or 4%, in the second quarter of 2026 from the second quarter of 2025 primarily due to a decrease in credit cards.

Revenue from our Consumer segment increased $8.0 million, or 7%, in the first six months of 2026 from the first six months of 2025 primarily due to increases in our small business loans, partially offset by a decrease in credit cards.

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

however, certain other Consumer products experienced notable changes.

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:

Revenue from small business increased $9.7 million, or 25%, in the first six months of 2026 compared to the first six months of 2025 due to increases in revenue earned per consumer.

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 $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.

Revenue from our Home segment increased $3.5 million, or 9%, in the second quarter of 2026 from the second quarter of 2025 and increased $5.5 million, or 7%, in the first six months of 2026 from the first six months of 2025 primarily due to increases in revenue from our home equity loans.

Revenue from our home equity loans product increased $4.6 million, or 15%, to $34.9 million in the second quarter of 2026 from $30.3 million in the second quarter of 2025.

The increase in revenue was due to an 11% increase in volume, representing $3.4 million of the increase, and a 4% increase in revenue earned per consumer, representing $1.2 million of the increase.

As more homeowners choose to stay in their homes and home equity levels remain near record highs, consumers are increasingly utilizing the value in their homes to fund renovations and other large ticket expenses, which we expect will continue in the current interest rate environment.

Revenue from our home equity loans product increased $8.8 million, or 16%, to $64.9 million in the first six months of 2026 from $56.1 million in the first six months of 2025.

The increase in revenue was due to a 14% increase in volume, representing $7.9 million of the increase, and a 2% increase in revenue earned per consumer, representing a $0.9 million increase.

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

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 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.

Cost of revenue increased $1.2 million in the second quarter of 2026 from the second quarter of 2025 primarily due to an increase in compensation and benefits of $1.0 million.

Cost of revenue increased $3.0 million in the first six months of 2026 from the first six months of 2025 primarily due to an increase in compensation and benefits of $2.8 million.

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

Selling and marketing expense

2 unchanged sentences

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

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.

Selling and marketing expense increased in the second quarter of 2026 compared to the second quarter 2025 by $59.7 million, and increased $125.5 million in the first six months of 2026 compared to the first six months of 2025 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

Change 2026 2025 $

(Dollars in thousands)

Online $ 224,872 $ 165,409 $ 59,463 36 % $ 451,755 $ 326,484 $ 125,271 38 %

Broadcast 3 15 (12) (80) % 3 15 (12) (80) %

Other 1,208 1,044 164 16 % 2,045 1,970 75 4 %

6 unchanged sentences

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

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 adjusted our advertising expenditures in the second quarter and first six months of 2026 compared to the second quarter and first six months 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.

1 unchanged sentence

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 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.

General and administrative expense was generally consistent in the second quarter of 2026 and the second quarter of 2025.

General and administrative expense decreased $2.0 million in the first six months of 2026 from the first six months of 2025 primarily due to a decrease in compensation and benefits of $3.3 million, partially offset by an increase in professional fees of $0.6 million and technology costs of $0.6 million.

General and administrative expense as a percentage of revenue decreased to 8% in the second quarter of 2026 compared to 10% in the second quarter of 2025, and decreased to 8% in the first six months of 2026 compared to 11% in the first six months of 2025.

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 decreased $1.4 million in the second quarter of 2026 compared to the second quarter of 2025 and decreased $1.9 million in the first six months of 2026 from the first six months of 2025.

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.

Litigation Settlements and Contingencies

3 unchanged sentences

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, which is included in interest expense, net in the consolidated statement of operations and comprehensive income.

As a result of the repurchase, we recognized a gain on the extinguishment of $0.3 million in the first six months of 2025, 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) 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.

Income tax expense

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 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.

Segment Profit

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Change 2026 2025 $

(Dollars in thousands)

17 unchanged sentences

65 34 31 91 % 142 70 72 103 %

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

Other (72) (12) (60) (500) % (142) (24) (118) (492) %

Revenue 313,422 250,116 63,306 25 % 640,689 489,844 150,845 31 %

7 unchanged sentences

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.

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.

Home segment revenue increased 9% to $43.9 million in the second quarter of 2026 from the second quarter of 2025 and segment profit decreased 14% to $11.3 million in the second quarter of 2026 from the second quarter of 2025.

Segment margin decreased to 26% in the second quarter of 2026 compared to 32% in the second quarter of 2025, primarily due to direct-to-consumer lenders continuing to expand their own marketing budgets to make up for subdued consumer demand for new mortgage products, pressuring media costs and keeping our segment margin towards the low end of the historic range.

Mortgage brokers have continued to take origination share from direct-to-consumer lenders nationally, and we have increased our sales effort to bring more brokers onto our marketplace.

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.

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.

Existing home sales have been around the four million annual level in the United States, which has been steady for the last three years and is similar to the level of transactions recorded during the financial crisis in 2008 and 2009.

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.

Our Consumer segment revenue decreased 4% to $60.3 million in the second quarter of 2026 from the second quarter of 2025, and segment profit decreased 14% to $27.6 million in the second quarter of 2026 from the second quarter of 2025.

Segment margin decreased to 46% in the second quarter of 2026 compared to 51% in the second quarter of 2025 primarily due to lower close rates and small loan sizes in our small business product.

After the initial reactions to the Middle East hostilities and spiking oil prices, demand from small business owners has been stable and lender approval rates have normalized.

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

Insurance revenue increased 42% to $209.3 million in the second quarter of 2026 from the second quarter of 2025 and segment profit increased 25% to $50.0 million in the second quarter of 2026 from the second quarter of 2025.

Segment margin decreased to 24% in the second quarter of 2026 compared to 27% in the second quarter of 2025.

Insurance carriers continue to broadly generate strong underwriting results.

Auto rate decreases in numerous states has led to increased competition for market share and an increase in customer volume to our sites.

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.

We expect advertising costs to remain elevated for the remainder of 2026.

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.

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.

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands)

11 unchanged sentences

Interest expense, net 8,483 10,402 17,049 19,486

Other income (369) (1,388)

Other (income) expense (832) (248) (1,201) (1,636)

Income tax expense (benefit) 4,573 1,908 10,224 (522)

5 unchanged sentences

This measure is the primary metric by which we evaluate the performance of our businesses, on which our marketing expenditures and internal budgets are based and by which, in most years, management and many employees are compensated.

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.

2 unchanged sentences

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.

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.

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.

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.

13 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands)

13 unchanged sentences

Adjusted EBITDA $ 35,162 $ 31,793 $ 77,171 $ 56,419

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.

Financial Condition, Liquidity and Capital Resources

As of June 30, 2026, we had $110.8 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, 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.

For additional information, See Note 10—Debt, in the note to the consolidated financial statements included elsewhere in this report.

Equity Distribution Agreement

4 unchanged sentences

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.

As of July 30, 2026, we had $397.0 million borrowings outstanding under the 2025 Term Loan and we have $75.0 million available for borrowing under the 2025 Revolving Facility.

See Note 10—Debt for additional information.

Our cash flows are as follows:

Three Months Ended

Six Months Ended

(in thousands)

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

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

Net cash used in investing activities (5,883) (6,158)

4 unchanged sentences

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

Net cash provided by operating activities increased in the first six months of 2026 from the first six 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 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.

Net cash used in investing activities in the first six months of 2026 and 2025 of $5.9 million and $6.2 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 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.

Net cash used in financing activities in the first six months of 2026 of $5.1 million consisted primarily of $3.1 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 $2.0 million for scheduled payments on the 2025 Term Loan.

Net cash provided by financing activities in the first six months of 2025 of $21.0 million consisted primarily of $49.5 million net proceeds from the 2024 Term Loan, partially offset by the repurchase of the 2025 Notes for $19.7 million, term loan repayments of $6.6 million and $2.3 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 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 .

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