UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~June~~September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-34063

LendingTree, Inc.

(Exact name of Registrant as specified in its charter)


Delaware						26-2414818
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1415 Vantage Park Dr., Suite 700, Charlotte, North Carolina 28203

(Address of principal executive offices) (Zip Code)

(704) 541-5351

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

TREE

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~July~~October 2827, 2025, there were 13,~~620~~670,~~161~~696 shares of the registrant's common stock, par value $0.01 per share, outstanding, excluding treasury shares.

TABLE OF CONTENTS

		PageNumber
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2224
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3638
Item 4.	Controls and Procedures	3738
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	3840
Item 1A.	Risk Factors	3840
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3840
Item 5.	Other Information	3941
Item 6.	Exhibits	4042

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

LENDINGTREE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
	(in thousands, except par value and share amounts)
ASSETS:
Cash and cash equivalents	$	~~149~~68,~~131~~578	$	106,594
Accounts receivable (net of allowance of $1,366 and $1,407, respectively)	126,187		97,790
Accounts receivable (net of allowance of $1,405 and $1,407, respectively)	149,444		97,790
Prepaid and other current assets	4240,~~477~~744		34,078
Assets held for sale (Note 6)	1,221		—
Total current assets	258,766		238,462
Total current assets	319,016		238,462
Property and equipment (net of accumulated depreciation of $26,146 and $33,375, respectively)	33,915		42,780
Property and equipment (net of accumulated depreciation of $30,824 and $33,375, respectively)	39,064		42,780
Operating lease right-of-use assets	40,038		52,557
Operating lease right-of-use assets	50,219		52,557
Goodwill	381,539		381,539
Intangible assets, net	4039,~~669~~381		43,283
Equity investments	475		1,700
Other non-current assets	45,~~783~~808		7,353
Total assets	$	~~835~~759,~~765~~922	$	767,674
LIABILITIES:
Current portion of long-term debt	$	~~106~~3,~~162~~936	$	124,931
Accounts payable, trade	4152,~~101~~050		8,360
Accrued expenses and other current liabilities	~~113~~124,~~329~~885		107,185
Total current liabilities	~~260~~180,~~592~~871		240,476
Long-term debt	~~385~~388,~~110~~370		344,124
Operating lease liabilities	6652,~~116~~044		69,238
Deferred income tax liabilities	56,~~682~~082		4,884
Other non-current liabilities	~~153~~157		131
Total liabilities	~~717~~627,~~653~~524		658,853
Commitments and contingencies (Note 13)
SHAREHOLDERS' EQUITY:
Preferred stock $0.01 par value; 5,000,000 shares authorized; none issued or outstanding	—		—
Common stock $0.01 par value; 50,000,000 shares authorized; 16,966,651 and 16,746,556 shares issued, respectively, and 13,611,185 and 13,391,090 shares outstanding, respectively	170		167
Common stock $0.01 par value; 50,000,000 shares authorized; 16,993,223 and 16,746,556 shares issued, respectively, and 13,637,757 and 13,391,090 shares outstanding, respectively	170		167
Additional paid-in capital	1,~~267~~271,~~040~~161		1,254,239
Accumulated deficit	(~~882~~872,~~920~~755)		(879,407)
Treasury stock; 3,355,466 and 3,355,466 shares, respectively	(266,178)		(266,178)
Total shareholders' equity	~~118~~132,~~112~~398		108,821
Total liabilities and shareholders' equity	$	~~835~~759,~~765~~922	$	767,674

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

Table of Contents

LENDINGTREE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2025

2024

2025

2024

(in thousands, except per share amounts)

Revenue

~~250~~307,~~116~~792

~~210~~260,~~140~~789

~~489~~797,~~844~~636

~~377~~638,~~908~~697

Costs and expenses:

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

1011,~~029~~017

89,~~411~~372

1930,~~937~~954

1626,~~956~~328

Selling and marketing expense

~~176~~225,~~753~~051

~~148~~193,~~387~~542

~~349~~574,~~504~~555

~~256~~450,~~563~~105

General and administrative expense

2526,~~034~~229

2726,~~118~~680

5581,~~694~~923

5279,~~914~~594

Product development

11,~~473~~297

1011,~~374~~190

2334,~~377~~674

2233,~~231~~421

Depreciation

43,~~241~~995

4,~~601~~584

812,~~538~~533

913,~~268~~852

Amortization of intangibles

1,~~307~~288

1,~~467~~466

23,~~614~~902

24,~~956~~422

Restructuring and severance

~~357~~80

~~202~~273

1,~~155~~235

~~225~~498

Litigation settlements and contingencies

~~(2)~~69

~~(7)~~3,762

15,~~210~~279

293,791

Total costs and expenses

~~229~~279,~~192~~026

~~200~~250,~~553~~869

~~476~~755,~~029~~055

~~361~~612,~~142~~011

Operating income

2028,~~924~~766

9,~~587~~920

1342,~~815~~581

1626,~~766~~686

Other income (expense), net:

Interest expense, net

(1017,~~402~~907)

(110,~~201~~060)

(1937,~~486~~393)

(717,~~839~~899)

Other income

248

1,052

1,636

2,086

Other income (expense)

732

(57,391)

2,368

(55,305)

Income (loss) before income taxes

1011,~~770~~591

9(57,~~438~~531)

(47,~~035)~~556

11(46,~~013~~518)

Income tax (expense) benefit

(1,908)

(1,686)

522

(2,245)

Income tax expense

(1,426)

(447)

(904)

(2,692)

Net income (loss) and comprehensive income (loss)

810,~~862~~165

7(57,~~752~~978)

(36,~~513)~~652

8(49,~~768~~210)

Weighted average shares outstanding:

Basic

13,~~549~~623

13,~~257~~349

13,~~495~~538

13,~~179~~236

Diluted

13,~~650~~988

13,~~407~~349

13,~~495~~843

13,~~364~~236

Net income (loss) per share:

Basic

0.6575

0(4.5834)

(0.~~26)~~49

0(3.6772)

Diluted

0.6573

0(4.5834)

(0.~~26)~~48

0(3.6672)

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

Table of Contents

LENDINGTREE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

			Common Stock							Treasury Stock
	Total		Numberof Shares	Amount		AdditionalPaid-inCapital		AccumulatedDeficit		Numberof Shares	Amount
	(in thousands)
Balance as of December 31, 2024	$	108,821	16,747	$	167	$	1,254,239	$	(879,407)	3,355	$	(266,178)
Net income and comprehensive income	(12,375)		—	—		—		(12,375)		—	—
Non-cash compensation	9,927		—	—		9,927		—		—	—
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes	(2,630)		142	2		(2,632)		—		—	—
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, employee stock purchase plan, restricted stock awards and restricted stock units, net of withholding taxes	345		78	1		344		—		—	—
Balance as of June 30, 2025	$	118,112	16,967	$	170	$	1,267,040	$	(882,920)	3,355	$	(266,178)
Net income and comprehensive income	10,165		—	—		—		10,165		—	—
Non-cash compensation	5,002		—	—		5,002		—		—	—
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes and cancellations	(881)		26	—		(881)		—		—	—
Balance as of September 30, 2025	$	132,398	16,993	$	170	$	1,271,161	$	(872,755)	3,355	$	(266,178)

			Common Stock							Treasury Stock
	Total		Numberof Shares	Amount		AdditionalPaid-inCapital		AccumulatedDeficit		Numberof Shares	Amount
	(in thousands)
Balance as of December 31, 2023	$	124,132	16,397	$	164	$	1,227,849	$	(837,703)	3,355	$	(266,178)
Net income and comprehensive income	1,016		—	—		—		1,016		—	—
Non-cash compensation	7,789		—	—		7,789		—		—	—
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes	(1,422)		180	2		(1,424)		—		—	—
Balance as of March 31, 2024	$	131,515	16,577	$	166	$	1,234,214	$	(836,687)	3,355	$	(266,178)
Net loss and comprehensive loss	7,752		—	—		—		7,752		—	—
Non-cash compensation	7,437		—	—		7,437		—		—	—
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes	(884)		118	1		(885)		—		—	—
Balance as of June 30, 2024	$	145,820	16,695	$	167	$	1,240,766	$	(828,935)	3,355	$	(266,178)
Net loss and comprehensive loss	(57,978)		—	—		—		(57,978)		—	—
Non-cash compensation	6,859		—	—		6,859		—		—	—
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes	(445)		21	—		(445)		—		—	—
Balance as of September 30, 2024	$	94,256	16,716	$	167	$	1,247,180	$	(886,913)	3,355	$	(266,178)

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

Table of Contents

LENDINGTREE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2025		2024
	(in thousands)
Cash flows from operating activities:
Net (loss) income and comprehensive (loss) income	$	(3,513)	$	8,768
Net income (loss) and comprehensive income (loss)	$	6,652	$	(49,210)
Adjustments to reconcile net loss 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	~~254~~847		~~781~~787
Amortization of intangibles	23,~~614~~902		24,~~956~~422
Depreciation	812,~~538~~533		913,~~268~~852
Non-cash compensation expense	1520,~~089~~091		1522,~~226~~085
Deferred income taxes	~~798~~1,198		1,~~004~~573
Bad debt expense	~~183~~267		~~(56)~~422
Amortization of debt issuance costs	~~994~~1,360		1,~~270~~691
Amortization of debt discount	~~206~~335		~~118~~224
Reduction in carrying amount of ROU asset, offset by change in operating lease liabilities	(~~507~~762)		(12,~~854~~624)
Gain on settlement of convertible debt	(266)		(89,~~619~~035)
Loss on impairment of equity investments	1,225		—58,376
Loss on repayment of term loans	7,861		—
Changes in current assets and liabilities:
Accounts receivable	(2851,~~580~~921)		(5270,~~701~~726)
Prepaid and other current assets	(65,~~001~~439)		~~(1,824)~~138
Accounts payable, accrued expenses and other current liabilities	3861,~~944~~733		2674,~~383~~445
Income taxes	(21,~~757~~993)		~~154~~(137)
Other, net	~~522~~(1,048)		(~~109~~261)
Net cash provided by operating activities	2756,~~743~~575		~~765~~46,022
Cash flows from investing activities:
Capital expenditures	(69,~~158~~423)		(58,~~476~~398)
Other	—		2
Proceeds from sale of fixed assets	2,497		2
Net cash used in investing activities	(6,~~158~~926)		(58,~~474~~396)
Cash flows from financing activities:
Repayment of term loan	(6,563)		(4,375)
Proceeds from term loan	450,000		125,000
Payments related to net-share settlement of stock-based compensation, net of proceeds from exercise of stock options	(2,285)		(2,306)
Repayment of term loan	(409,375)		(8,750)
Repurchase of 0.50% Convertible Senior Notes	(19,700)		(151,687)
Payments related to net-share settlement of stock-based compensation, net of proceeds from exercise of stock options	(2,756)		(2,751)
Net proceeds from term loan	50,000		125,000
Repayment and repurchase of 0.50% Convertible Senior Notes	(115,007)		(158,839)
Payment of debt costs	(500)		(4,085)
Payment of revolver issuance costs	(1,432)		—
Payment of original issue discount	—		(3,125)
Payment of debt issuance costs	(5,095)		(4,152)
Net cash provided by (used in) financing activities	20,952		(40,578)
Payment of original issue discount	(4,000)		(3,125)
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	42,537		(45,287)
Other financing activities	—		(277)
Net cash used in financing activities	(87,665)		(52,894)
Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents	(38,016)		(15,268)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	106,594		112,056
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	~~149~~68,~~131~~578	$	6696,~~769~~788

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

Table of Contents

LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—ORGANIZATION

Company Overview

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”).

LendingTree operates what it believes to be the leading online consumer platform that connects consumers with the choices they need to be confident in their financial decisions. The Company offers consumers tools and resources, including free credit scores, that facilitate comparison-shopping for mortgage loans, home equity loans and lines of credit, auto loans, credit cards, deposit accounts, personal loans, small business loans, insurance quotes and other related offerings. The Company primarily seeks to match in-market consumers with multiple providers on its marketplace who can provide them with competing quotes for loans, deposit products, insurance, or other related offerings they are seeking. 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 consolidated financial statements include the accounts of LendingTree and all its wholly-owned entities. Intercompany transactions and accounts have been eliminated.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements as of ~~June~~September 30, 2025 and for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the Company's financial position for the periods presented. The results for the three and ~~six~~nine months ended ~~June~~September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or any other period. The accompanying consolidated balance sheet as of December 31, 2024 was derived from audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”). The accompanying consolidated financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. Accordingly, they should be read in conjunction with the audited financial statements and notes thereto included in the 2024 Annual Report.

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES

Accounting Estimates

Management is required to make certain estimates and assumptions during the preparation of the consolidated financial statements in accordance with GAAP. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from those estimates.

Significant estimates underlying the accompanying consolidated financial statements include: the recoverability of long-lived assets, goodwill and intangible assets; the determination of income taxes payable and deferred income taxes, including related valuation allowances; litigation accruals; contract assets; various other allowances, reserves and accruals; assumptions related to the determination of stock-based compensation; 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~~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. If economic conditions worsen, such future changes may have an adverse impact on the Company's results of operations, financial position and liquidity.

Table of Contents

LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Certain Risks and Concentrations

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

Financial instruments, which potentially subject the Company to concentration of credit risk at ~~June~~September 30, 2025, 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. The Company requires certain Network Partners to maintain security deposits with the Company, which, in the event of non-payment, would be applied against any accounts receivable outstanding.

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

Lenders and lead purchasers participating on the Company's marketplace can offer their products directly to consumers through brokers, mass marketing campaigns or through other traditional methods of credit distribution. These lenders and lead purchasers can also offer their products online, either directly to prospective borrowers, through one or more online competitors, or both. If a significant number of potential consumers are able to obtain loans and other products from Network Partners without utilizing the Company's services, the Company's ability to generate revenue may be limited. Because the Company does not have exclusive relationships with the Network Partners whose loans and other financial products are offered on its online marketplace, consumers may obtain offers from these Network Partners without using its service.

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

Litigation Settlements and Contingencies

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

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2023-07 which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. This ASU was effective for annual periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The Company adopted this ASU on December 31, 2024. See Note—15 Segment Information for further information.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 which expands annual disclosure requirements for income taxes, primarily through disclosure about disaggregated information about an entity's effective tax rate reconciliation and information on income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied on a prospective basis with the option to adopt the guidance retrospectively. The ~~Company~~ASU iswill ~~evaluating~~impact the ~~impact~~Company's ~~this~~income ~~ASU~~tax disclosures but will have no impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03 which requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, including adoption in interim periods. 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 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.

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In September 2025, the FASB issued ASU 2025-06 for targeted improvements to the accounting for internal-use software. The amendments modernize guidance to consider different methods of software development, updating the requirements for capitalization of software costs. This ASU is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.

NOTE 3—REVENUE

Revenue is as follows (in thousands):

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2025

2024

2025

2024

Home

4038,~~418~~109

32,~~166~~248

77115,~~437~~546

6294,~~609~~857

Personal loans

3031,~~640~~263

2627,~~936~~819

5485,~~042~~305

4774,~~063~~882

Other Consumer

3134,~~879~~910

2831,~~965~~655

6499,~~510~~420

6091,~~289~~944

Total Consumer

6266,~~519~~173

5559,~~901~~474

~~118~~184,~~552~~725

~~107~~166,~~352~~826

Insurance

~~147~~203,~~157~~512

~~122~~169,~~071~~065

~~293~~497,~~809~~321

~~207~~377,~~943~~008

Other

22(2)

4644

Total revenue

~~250~~307,~~116~~792

~~210~~260,~~140~~789

~~489~~797,~~844~~636

~~377~~638,~~908~~697

The Company derives its revenue primarily from match fees and closing fees. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied and promised services have transferred to the customer. The Company's services are generally transferred to the customer at a point in time.

Revenue from Home products is primarily generated from upfront match fees paid by mortgage Network Partners that receive a loan request, and in some cases upfront fees for clicks or call transfers. Match fees and upfront fees for clicks and call transfers are earned through the delivery of loan requests that originated through the Company's websites or affiliates. The Company recognizes revenue at the time a loan request is delivered to the customer, provided that no significant obligations remain. The Company's contractual right to the match fee consideration is contemporaneous with the satisfaction of the performance obligation to deliver a loan request to the customer.

Revenue from Consumer products is generated by match and other upfront fees for clicks or call transfers, as well as from closing fees and approval fees. Closing fees are derived from lenders on certain auto loans, business loans, and personal loans when the lender funds a loan with the consumer. Approval fees are derived from credit card issuers when the credit card consumer receives card approval from the credit card issuer.

The Company recognizes revenue on closing fees and approval fees at the point when a loan request or a credit card consumer is delivered to the customer. The Company's contractual right to closing fees and approval fees is not contemporaneous with the satisfaction of the performance obligation to deliver a loan request or a credit card consumer to the customer. As such, the Company records a contract asset at each reporting period-end related to the estimated variable consideration on closing fees and approval fees for which the Company has satisfied the related performance obligation but are still pending the loan closing or credit card approval before the Company has a contractual right to payment. This estimate is based on the Company's historical closing rates and historical time between when a consumer request for a loan or credit card is delivered to the lender or card issuer and when the loan is closed by the lender or approved by the card issuer.

Revenue from the Company's Insurance products is primarily generated from upfront match fees and upfront fees for website clicks or fees for calls. Match fees and upfront fees for clicks and call transfers are earned through the delivery of consumer requests that originated through the Company's websites or affiliates. The Company recognizes revenue at the time a consumer request is delivered to the customer, provided that no significant obligations remain. The Company's contractual right to the match fee consideration is contemporaneous with the satisfaction of the performance obligation to deliver a consumer request to the customer.

The contract asset recorded within prepaid and other current assets on the consolidated balance sheets related to estimated variable consideration was $2629.60 million and $20.5 million at ~~June~~September 30, 2025 and December 31, 2024, respectively.

Revenue recognized in any reporting period includes estimated variable consideration for which the Company has satisfied the related performance obligations but are still pending the occurrence or non-occurrence of a future event outside the Company's control (such as lenders providing loans to consumers or credit card approvals of consumers) before the Company has a contractual right to payment. The Company recognizes increases or decreases to such revenue from prior periods. There was an increase of $0.3 million in the second quarter of 2025, and there was an increase of $0.2 million in the second quarter of 2024.

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Revenue recognized in any reporting period includes estimated variable consideration for which the Company has satisfied the related performance obligations but are still pending the occurrence or non-occurrence of a future event outside the Company's control (such as lenders providing loans to consumers or credit card approvals of consumers) before the Company has a contractual right to payment. The Company recognizes increases or decreases to such revenue from prior periods. There was an increase of $0.4 million in the third quarter of 2025, and there was an increase of $0.2 million in the third quarter of 2024.

NOTE 4—ALLOWANCE FOR DOUBTFUL ACCOUNTS

Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts.

The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable are past due, previous loss history, current and expected economic conditions and the specific customer's current and expected ability to pay its obligation. Accounts receivable are considered past due when they are outstanding longer than the contractual payment terms. Accounts receivable are written off when management deems them uncollectible.

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

	Three Months EndedJune 30,				Six Months EndedJune 30,
	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
Balance, beginning of the period	$	1,~~458~~366	$	21,~~026~~930	$	1,407	$	2,222
Charges to earnings	9784		73478		~~183~~267		~~(56)~~422
Write-off of uncollectible accounts receivable	(~~192~~45)		(~~169~~33)		(~~243~~288)		(~~236~~269)
Recoveries collected	3—		—		19		—
Balance, end of the period	$	1,~~366~~405	$	12,~~930~~375	$	1,~~366~~405	$	12,~~930~~375

NOTE 5—GOODWILL AND INTANGIBLE ASSETS

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

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Goodwill	$	903,227	$	903,227
Accumulated impairment losses	(521,688)		(521,688)
Net goodwill	$	381,539	$	381,539
Intangible assets with indefinite lives	$	10,142	$	10,142
Intangible assets with definite lives, net	3029,~~527~~239		33,141
Total intangible assets, net	$	4039,~~669~~381	$	43,283

Goodwill and Indefinite-Lived Intangible Assets

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

The Company 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.

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

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Intangible Assets with Definite Lives

Intangible assets with definite lives relate to the following (in thousands):

	Cost		AccumulatedAmortization		Net
Customer lists	$	69,~~700~~100	$	(39,~~173~~861)	$	3029,~~527~~239
Balance at June 30, 2025	$	69,700	$	(39,173)	$	30,527
Balance at September 30, 2025	$	69,100	$	(39,861)	$	29,239


	Cost		Accumulated Amortization		Net

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


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

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

	Amortization Expense
Remainder of current year	$	21,~~576~~288
Year ending December 31, 2026	5,092
Year ending December 31, 2027	4,948
Year ending December 31, 2028	4,539
Year ending December 31, 2029	2,767
Thereafter	10,605
Total intangible assets with definite lives, net	$	3029,~~527~~239

NOTE 6—ASSETS HELD FOR SALE

In the first quarter of 2025, the Company approved a plan to sell its corporate aircraft. The carrying value of the asset group iswas $1.2 million (net of $1.6 million of accumulated depreciation). ~~and~~In isthe ~~classified~~third asquarter aof ~~current~~2025, ~~asset~~the ~~held~~Company sold the aircraft to an unrelated third party for ~~sale~~$2.5 million inand incurred closing costs of $0.3 million. As a result, the ~~consolidated~~Company ~~balance~~recorded ~~sheet~~a asgain on the sale of ~~June~~approximately $1.0 30million. The aircraft related to property, ~~2025.~~plant and equipment.

On July 8, 2025, the Company sold the aircraft to an unrelated third party for $2.5 million and incurred closing costs of $0.3 million. As a result, the Company will record a gain on the sale in the third quarter of 2025 of approximately $1.0 million. The aircraft relates to property, plant and equipment.

NOTE 7—EQUITY INVESTMENT

The equity investments do not have a readily determinable fair value and, upon acquisition, the Company elected the measurement alternative to value its investments. Accordingly, the equity investments will be carried at cost less impairment, if any, and subsequently measured to fair value upon observable price changes in an orderly transaction for the identical or similar investments. Additionally, if a qualitative assessment identifies impairment indicators, then the equity investments must be evaluated for impairment and written down to its fair value, if it is determined that the fair value is less than the carrying value. Any gains or losses are included within other income (expense) in the consolidated statements of operations and comprehensive income.

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

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8—ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Accrued advertising expense	$	5866,~~678~~495	$	59,381
Accrued compensation and benefits	1419,~~765~~223		23,504
Accrued professional fees	1,~~349~~167		1,311
Customer deposits and escrows	7,~~454~~679		7,673
Current lease liabilities	65,~~076~~494		5,799
Accrued contingencies	19,~~075~~061		3,868
Other	5,~~932~~766		5,649
Total accrued expenses and other current liabilities	$	~~113~~124,~~329~~885	$	107,185

NOTE 9—SHAREHOLDERS' EQUITY

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

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2025

2024

2025

2024

Weighted average basic common shares

13,~~549~~623

13,~~257~~349

13,~~495~~538

13,~~179~~236

Effect of stock options

—2

42—

—

56—

Effect of dilutive share awards

~~101~~363

~~108~~—

—305

~~129~~—

Weighted average diluted common shares

13,~~650~~988

13,~~407~~349

13,~~495~~843

13,~~364~~236

For the ~~first~~third 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 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 0.98 million shares of common stock ~~and an immaterial amount of restricted stock units~~. For the first ~~six~~nine months of 2025, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 0.9 million shares of common stock ~~and an immaterial amount of restricted stock units~~.

For the ~~second~~third quarter and the first nine months of 2024, the Company was in a net loss position and, as a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share, because the impact would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding was used to compute loss per share. Approximately 0.2 million shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the third quarter and first nine months of 2024, because their inclusion would have been anti-dilutive. For the third quarter of 2024, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 1.0.9 million shares of common stock and 0.1 million restricted stock units. For the first ~~six~~nine months of 2024, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 1.0.9 million shares of common stock and 0.1 million restricted stock units.

The convertible notes and the warrants issued by the Company could be converted or exercised, respectively, into the Company’s common stock, subject to certain contingencies. See Note 12—Debt for additional information. The convertible notes matured on July 15, 2025 and can no longer be converted.

Approximately 0.2 million shares in the third quarter and 0.3 million shares in the ~~second quarter and~~ first ~~six~~nine months of 2025, and approximately 0.3 million and 0.6 million shares in the ~~second~~third quarter and first ~~six~~nine months of 2024, respectively, associated with the 0.50% Convertible Senior Notes due July 15, 2025 were excluded from the calculation of diluted income (loss) per share because their inclusion would have been anti-dilutive. Shares of the Company's common stock associated with the warrants issued by the Company in 2020 were excluded from the calculation of diluted income (loss) per share for the ~~second~~third quarter and first ~~six~~nine months of 2025 and the ~~second~~third quarter and first ~~six~~nine months of 2024 as they were anti-dilutive since the strike price of the warrants was greater than the average market price of the Company's common stock during the relevant periods.

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Equity Distribution Agreement

In July 2024, the Company entered into an Equity Distribution Agreement in connection with the establishment of an ATM Equity Program ~~(as defined in the 2024 Term Loan (as defined herein) agreement)~~ under which the Company may sell up to an aggregate of $50.0 million of shares of the Company's common stock. No sales were made under the Equity Distribution Agreement during the ~~six~~nine months ended ~~June~~September 30, 2025.

Common Stock Repurchases

The Company has a plan authorized for the repurchase of LendingTree's common stock. During the first ~~six~~nine months of 2025 and 2024, the Company did not repurchase shares of its common stock. At ~~June~~September 30, 2025, approximately $96.7 million of the previous authorizations to repurchase common stock remain available.

NOTE 10—STOCK-BASED COMPENSATION

Non-cash compensation related to equity awards is included in the following line items in the accompanying consolidated statements of operations and comprehensive income (in thousands):

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2025

2024

2025

2024

Cost of revenue

5873

7462

28101

~~169~~231

Selling and marketing expense

~~678~~652

~~829~~713

1,~~335~~987

12,~~853~~566

General and administrative expense

3,~~492~~647

5,~~440~~029

1115,~~863~~510

1015,~~773~~802

Product development

~~739~~630

1,~~094~~055

12,~~608~~238

23,~~431~~486

Restructuring and severance

~~195~~—

—

255

—

Total non-cash compensation

5,~~162~~002

76,~~437~~859

1520,~~089~~091

1522,~~226~~085

Stock Options

A summary of changes in outstanding stock options is as follows:

	Number of Options	WeightedAverageExercisePrice		WeightedAverageRemainingContractualTerm	AggregateIntrinsicValue(a)
		(per option)		(in years)	(in thousands)
Options outstanding at January 1, 2025	371,386	$	226.17
Granted	—	—
Exercised	—	—
Forfeited	—	—
Expired	(111,~~600~~909)	64144.3089
Options outstanding at June 30, 2025	369,786	226.87		4.77	$	—
Options outstanding at September 30, 2025	359,477	228.86		4.65	$	299
Options exercisable at June 30, 2025	327,834	$	217.51	4.69	$	—
Options exercisable at September 30, 2025	317,525	$	219.46	4.59	$	299

(a)The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $3764.0773 on the last trading day of the quarter ended ~~June~~September 30, 2025 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on ~~June~~September 30, 2025. The intrinsic value changes based on the market value of the Company's common stock.

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock Options with Market Conditions

A summary of changes in outstanding stock options with market conditions at target is as follows:

	Number of Options with Market Conditions	WeightedAverageExercisePrice		WeightedAverageRemainingContractualTerm	AggregateIntrinsicValue(a)
		(per option)		(in years)	(in thousands)
Options outstanding at January 1, 2025	699,312	$	227.74
Granted	—	—
Exercised	—	—
Forfeited	—	—
Expired	(217,643)	300.00
Options outstanding at June 30, 2025	481,669	195.10		2.10	$	—
Options outstanding at September 30, 2025	481,669	195.10		1.85	$	—
Options exercisable at June 30, 2025	481,669	$	195.10	2.10	$	—
Options exercisable at September 30, 2025	481,669	$	195.10	1.85	$	—

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

Restricted Stock Units

A summary of changes in outstanding nonvested restricted stock units (“RSUs”) is as follows:

	RSUs
	Number of Units	Weighted Average Grant Date Fair Value
		(per unit)
Nonvested at January 1, 2025	569,460	$	46.37
Granted	~~531~~541,690	41.8175
Vested	(~~260~~279,~~660~~156)	5352.3898
Forfeited	(2430,~~057~~802)	42.4813
Nonvested at June 30, 2025	816,433	$	41.28
Nonvested at September 30, 2025	801,192	$	41.11

Restricted Stock Units with Market Conditions

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

	RSUs with Market Conditions (a)
	Number of Units	Weighted Average Grant Date Fair Value
		(per unit)
Nonvested at January 1, 2025	46,000	$	35.24
Granted	100,000	34.11
Vested	(1134,500)	3835.2583
Forfeited	—	—
Nonvested at June 30, 2025	134,500	$	34.14
Nonvested at September 30, 2025	111,500	$	34.04

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(a)During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company granted RSUs with market conditions that will vest if the Company's 90 trading day average closing stock prices equals or exceeds certain price hurdles ($60.00, $75.00 and $90.00) during the performance period of March 10, 2025 to March 10, 2029. Upon achievement of each price hurdle, one-half of the awards will vest immediately, and the other half of the awards will vest on the first anniversary of the achievement date.

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.

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024
Expected term (1)	4.00 years		5.00 years
Expected volatility (2)	74.09	%	68.06	%
Risk-free interest rate (3)	3.91	%	4.13	%
Expected dividend (4)	—		—

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

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

(3)The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards in effect at the grant date.

(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.

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 ~~June~~September 30, 2025, 94,518 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. Under the terms of the ESPP, eligible employees are granted options to purchase shares of the Company's common stock at 85% of the lesser of (1) the fair market value at time of grant or (2) the fair market value at time of exercise. The offering periods and purchase periods are typically six-month periods ending on June 30 and December 31 of each year. During the ~~six~~nine months ended ~~June~~September 30, 2025, 22,056 shares were issued under the ESPP.

During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company granted employee stock purchase rights to certain employees with a grant date fair value per share of $1314.7000 and $1112.2768, 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:

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2025		2024
Expected term (1)	0.50 years		0.50 years
Expected dividend (2)	—		—
Expected volatility (3)	71 - 79%	%	78 - 82%	%
Risk-free interest rate (4)	4.24 - 4.29%	%	5.28 - 5.33%	%

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

(2)No dividends are expected to be paid, resulting in a zero expected dividend rate.

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

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(4)The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the employee stock purchase rights in effect at the grant date.

NOTE 11—INCOME TAXES

	Three Months EndedJune 30,						Six Months EndedJune 30,
	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2025			2024			2025			2024
	(in thousands, except percentages)
Income tax (expense) benefit	$	(1,908)		$	(1,686)		$	522		$	(2,245)
Income tax expense	$	(1,426)		$	(447)		$	(904)		$	(2,692)
Effective tax rate	1712.73		%	17(0.98)		%	12.90		%	20(5.48)		%

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

In the third quarter of 2025, the ~~Company will adopt the~~ One Big Beautiful Bill Act, ~~which~~("OBBBA") was enacted into law. The OBBBA includes provisions impacting various aspects of the Company's tax obligations, including temporary tax impacts related to research and development expensing and ~~163(j)~~interest ofexpense ~~the Internal Revenue Code limitation changes~~limitations. The impact of ~~these~~the ~~changes~~OBBBA on the Company's ~~financial~~provision ~~statements~~for isincome ~~being~~taxes ~~evaluated~~is ~~and will be disclosed in future filings~~immaterial.

NOTE 12—DEBT

Convertible Senior Notes

2025 Notes

On July 24, 2020, the Company issued $575.0 million aggregate principal amount of its 0.50% Convertible Senior Notes due July 15, 2025 (the “2025 Notes”) in a private placement. The 2025 Notes accrued interest at a rate of 0.50% per year, payable semi-annually on January 15 and July 15 of each year, beginning on January 15, 2021. The 2025 Notes matured on July 15, 2025. The conversion rate of the 2025 Notes was 2.1683 shares of the Company's common stock per $1,000 principal amount of 2025 Notes (which is equivalent to an initial conversion price of approximately $461.19 per share).

On July 15, 2025, the Company repaid the $95.3 million outstanding principal amount of the 2025 Notes upon maturity in cash plus $0.2 million of accrued interest. Upon this repayment, the 2025 Notes were extinguished and repaid in full and the Company has no further obligations with respect to the 2025 Notes.

In the first quarter of 2025, the Company repurchased approximately $20.0 million of its 2025 Notes, through individual privately-negotiated transactions with certain holders of the 2025 Notes, for $19.7 million in cash plus an immaterial amount of accrued and unpaid interest. The repurchase resulted in a $0.3 million gain on the extinguishment of debt which is included in interest expense, net in the consolidated statement of operations and comprehensive income.

~~During~~In ~~2023~~the ~~and~~second quarter of 2024, the Company repurchased approximately $~~459~~161.73 million in principal amount of the 2025 Notes for $151.7 million ~~The~~plus ~~remaining~~accrued ~~balance~~and ~~outstanding~~unpaid interest of approximately $0.3 million. As a result of the repurchase, the Company recognized a gain on the ~~2025~~extinguishment ~~Notes~~of as$9.6 million and a loss on the write-off of ~~June~~unamortized debt issuance costs of $1.0 30million, both of which are included in interest (expense) income, net in the consolidated statements of operations and comprehensive income. In the third quarter of 2024, the Company repurchased approximately $7.6 million in principal amount of the 2025 ~~was~~Notes for $957.32 million. As a result of the repurchase, the Company recognized a gain on the extinguishment of $0.5 million and ~~matured~~an immaterial loss on the write-off of unamortized debt issuance costs, both of which are included in ~~July~~interest ~~2025~~expense, net in the consolidated statements of operations and comprehensive income.

~~Under the terms of the 2025 Notes~~Additionally, onduring ~~or after March 13~~2023, ~~2025, until~~ the ~~close~~Company ofrepurchased ~~business~~$290.8 onmillion ~~the~~in ~~second~~principal ~~scheduled~~amount ~~trading day immediately preceding the maturity date~~ of the 2025 Notes~~, holders of the 2025 Notes could convert all or a portion of their 2025 Notes regardless of the foregoing conditions~~. ~~There have been no conversions in the second quarter of 2025.~~

InUnder the ~~first~~terms ~~six months~~ of ~~2025,~~ the ~~Company recorded interest expense on the~~ 2025 Notes, ofon ~~$0.6 million~~or ~~which~~after ~~consisted~~March of13, ~~$0.3 million~~2025, ~~associated~~until ~~with~~ the ~~0.50%~~close ~~coupon~~of ~~rate~~business ~~and~~on ~~$0.3 million associated with~~ the ~~amortization~~second ofscheduled ~~the~~trading ~~debt~~day ~~issuance~~immediately ~~costs. In~~preceding the ~~first~~maturity ~~six~~date ~~months~~ of ~~2024,~~ the ~~Company~~2025 ~~recorded~~Notes, ~~interest~~holders ~~expense~~of on the 2025 Notes ofcould ~~$1.3 million~~convert ~~which~~all ~~consisted~~or ofa ~~$0.6 million~~portion ~~associated~~of ~~with~~their ~~the~~2025 0Notes.~~50%~~ ~~coupon~~There ~~rate~~were ~~and~~no ~~$0.7 million~~conversions ~~associated~~in ~~with~~ the ~~amortization~~third quarter of ~~the debt issuance costs~~2025.

As of June 30, 2025, the fair value of the 2025 Notes was estimated to be approximately $95.3 million using the Level 1 observable input of the last quoted market price on June 30, 2025.

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

AIn ~~summary~~the first nine months of 2025, the ~~gross~~Company ~~carrying~~recorded ~~amount,~~interest expense on the 2025 Notes of $0.6 million which consisted of $0.3 million associated with the 0.50% coupon rate and $0.3 million associated with the amortization of the debt issuance costs,. In ~~and~~the ~~net~~first ~~carrying~~nine ~~value~~months of 2024, the Company recorded interest expense on the 2025 Notes, ~~all~~ of $1.6 million which ~~was~~consisted ~~recorded~~of as$0.8 million aassociated ~~current~~with ~~liability~~the in0.50% ~~the~~coupon ~~June~~rate and $0.8 ~~30,~~million ~~2025~~associated ~~consolidated~~with ~~balance~~the ~~sheet,~~amortization ~~are~~of asthe ~~follows~~debt ~~(in~~issuance ~~thousands):~~costs.

	June 30,2025		December 31,2024
Gross carrying amount	$	95,307	$	115,307
Debt issuance costs	21		331
Net carrying amount	$	95,286	$	114,976

Convertible Note Hedge and Warrant Transactions

2020 Hedge and Warrants

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

The 2020 Hedge transactions cover 1.2 million shares of the Company’s common stock, the same number of shares initially underlying the 2025 Notes, and are exercisable upon any conversion of the 2025 Notes. The 2020 Hedge transactions ~~are~~were expected generally to reduce the potential dilution to the Company's common stock upon conversion of the 2025 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2025 Notes, as the case may be, in the event that the market price per share of common stock, as measured under the terms of the 2020 Hedge transactions, iswas greater than the strike price of the 2020 Hedge transactions, which initially ~~corresponds~~corresponded to the initial conversion price of the 2025 Notes, or approximately $461.19 per share of common stock. The 2020 Hedge transactions expired on July 15, 2025 upon the maturity of the 2025 Notes.

On July 24, 2020, the Company sold to the counterparties, warrants (the “2020 Warrants”) to acquire 1.2 million shares of the Company's common stock at an initial strike price of $709.52 per share, which represents a premium of 100% over the last reported sale price of the common stock of $354.76 on July 21, 2020. If the market price per share of the common stock, as measured under the terms of the 2020 Warrants, exceeds the strike price of the 2020 Warrants, the 2020 Warrants could have a dilutive effect, unless the Company elects, subject to certain conditions, to settle the 2020 Warrants in cash. The 2020 Warrants ~~expired~~expire onbetween ~~July~~October 15, 2025 ~~upon~~and ~~the~~February ~~maturity~~11, ~~of the 2025 Notes~~2026.

As of June 30, 2025, the outstanding portion of the 2020 Hedge covered 0.2 million shares of the Company's common stock and 2020 Warrants to acquire 0.2 million shares of the Company's common stock remained outstanding.

2021 Credit Facility

On September 15, 2021, the Company entered into a credit agreement (the “Credit Agreement”), consisting of a $200.0 million revolving credit facility (the “Revolving Facility”), which ~~matures~~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 ~~matures~~was set to mature on September 15, 2028.

AsOn ofAugust ~~June 30~~21, 2025, the Company ~~had~~repaid the $242.5 million ofoutstanding ~~borrowings~~principal ~~outstanding~~amount ~~under~~of the 2021 Term Loan ~~bearing~~in ~~interest~~cash atplus ~~the~~$1.2 million ~~SOFR option rate~~ of ~~8.4%~~accrued ~~and had no borrowings under the Revolving Facility~~interest. AsThe ofrepayment ~~December 31,~~resulted ~~2024,~~in ~~the~~a ~~Company had~~ $~~243~~0.84 million ofloss ~~borrowings~~on ~~outstanding under~~ the ~~2021~~extinguishment ~~Term~~of ~~Loan~~debt ~~and~~which nois ~~borrowings~~included ~~under~~in ~~the~~interest ~~Revolving~~expense, ~~Facility. As~~net ofin ~~June 30,~~the ~~2025,~~consolidated ~~borrowings~~statement of ~~$2.5 million~~operations ~~under~~and ~~the~~comprehensive ~~2021~~income. ~~Term~~The ~~Loan~~Company ~~are~~also ~~recorded~~terminated asthe ~~current~~Revolving ~~portion~~Facility ~~of long-term debt~~ on ~~the~~August ~~consolidated~~21, ~~balance sheet~~2025.

~~The~~In the first nine months of 2025, the Company ~~was~~recorded interest expense related to its Revolving Facility of $1.3 million which consisted of $0.7 million in ~~compliance~~unused commitment fees and $0.6 million associated with ~~all~~the ~~covenants~~amortization atof ~~June 30,~~the debt issuance costs. In the first nine months of 2025, the Company recorded interest expense related to the 2021 Term Loan of $13.2 million associated with borrowings bearing interest at the SOFR option rate.

In the first ~~six~~nine months of ~~2025~~2024, the Company recorded interest expense related to its Revolving Facility of $1.03 million which consisted of $0.56 million in unused commitment fees and $0.57 million associated with the amortization of the debt issuance costs. In the first ~~six~~nine months of ~~2025~~2024, the Company recorded interest expense related to the 2021 Term Loan of $1017.3 million associated with borrowings bearing interest at the SOFR option rate.

~~In the first six months of~~ 2024, ~~the~~Term Company recorded interest expense related to its Revolving Facility of $0.9 million which consisted of $0.4 million in unused commitment fees and $0.5 million associated with the amortization of the debt Loan

On March 27, 2024, the Company entered into a $175.0 million first lien term loan facility (the “2024 Term Loan”), which was set to mature on March 27, 2031. The Company drew $125.0 million of the 2024 Term Loan upon closing and drew the remaining $50.0 million on March 27, 2025. The Company incurred fees of $0.5 million in the first quarter of 2025 in connection with the $50.0 million delayed draw.

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~issuance~~On ~~costs. In~~August ~~the~~21, ~~first six months of 2024~~2025, the Company ~~recorded~~repaid ~~interest~~the ~~expense~~$160.3 million ~~related~~outstanding toprincipal amount of the ~~2021~~2024 Term Loan ofin cash plus $110.49 million of accrued interest. The repayment resulted in a $6.7 million ~~associated~~loss ~~with~~on ~~borrowings~~the ~~bearing~~extinguishment of debt which is included in interest atexpense, net in the ~~SOFR~~consolidated ~~option~~statement ~~rate~~of operations and income.

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

OnIn ~~March~~the ~~27,~~first nine months of 2024, the Company ~~entered~~recorded ~~into~~interest aexpense ~~$175.0 million~~related ~~first~~to ~~lien term loan facility (~~the “2024 Term Loan~~”),~~ ~~which~~of ~~matures on March 27, 2031~~$8.0 million ~~The~~which ~~Company~~consisted ~~drew~~of $~~125~~7.02 million ofassociated ~~the~~with ~~2024~~borrowings ~~Term~~bearing ~~Loan~~interest ~~upon~~based ~~closing~~on ~~and drew~~ the ~~remaining~~SOFR rate, $~~50.~~0.4 million onassociated ~~March~~with ~~27,~~unused ~~2025.~~commitment ~~The Company incurred~~ fees, of $0.52 million inassociated with the ~~first~~amortization ~~quarter~~ of ~~2025~~debt inissuance ~~connection~~costs, ~~with~~and ~~the~~ $~~50.~~0.2 million ~~delayed~~associated ~~draw.~~with the accretion of the original issue discount.

~~As of June 30,~~ 2025, ~~the~~Credit Company had $160.3 million borrowings outstanding under the 2024 Term Loan bearing interest based on the SOFR rate of 10.1%. As of June 30, 2025, borrowings of $8.8 million under the 2024 Term Loan are recorded as current portion of long-term debt on the consolidated balance sheet.Facility

~~The~~On August 21, 2025, the Company ~~was~~entered ininto ~~compliance~~a credit agreement (the “2025 Credit Agreement”), consisting of a $75.0 million revolving credit facility (the “2025 Revolving Facility”), which matures on August 21, 2030, and a $400.0 million term loan facility (the “2025 Term Loan” and together with ~~all~~the ~~covenants~~2025 atRevolving ~~June~~Facility, the “2025 Credit Facility”), which matures on August 21, 2030. The proceeds of the 2025 Credit Facility will be used to refinance the 2021 Credit Facility and 2024 Term Loan, for working capital and general corporate purposes, and any other purpose not prohibited by the credit agreement. As of September 30, 2025, the Company had $400.0 million borrowings outstanding under the 2025 Term Loan bearing interest based on the Secured Overnight Financing Rate ("SOFR") of 8.66% and had no borrowings under the 2025 Revolving Facility. As of September 30, 2025, borrowings of $4.0 million under the 2025 Term Loan Facility are recorded as current portion of long-term debt on the consolidated balance sheet.

InThe full amount of the ~~first~~2025 ~~six~~Revolving ~~months~~Facility ofwill ~~2025~~be available on a same-day basis, ~~the~~with ~~Company~~respect ~~recorded~~to ~~interest~~base ~~expense~~rate ~~related~~loans and upon advance notice with respect to ~~the~~SOFR ~~2024~~rate ~~Term~~loans, ~~Loan~~subject ofto $7customary terms and conditions.~~8 million~~ ~~which~~Under ~~consisted~~certain ofconditions, ~~$7.1 million~~the ~~associated~~Company ~~with~~will ~~borrowings~~be ~~bearing~~permitted ~~interest~~to ~~based~~add onone or more term loans and/or increase revolving or term loan commitments under the ~~SOFR~~Credit ~~rate,~~Facility by an amount set at the greater of $058.20 million ~~associated~~and ~~with~~50% ~~unused~~of ~~commitment~~consolidated ~~fees~~EBITDA (subject to adjustments for certain prepayments), ~~$0.3 million~~plus ~~associated~~an ~~with~~unlimited amount provided that the ~~amortization~~first oflien ~~debt~~net ~~issuance~~leverage ~~costs~~ratio does not exceed 3.10 to 1.00. Additionally, ~~and~~up to $030.20 million ~~associated~~of ~~with~~ the ~~accretion~~2025 ofRevolving Facility will be available for the ~~original~~issuance ~~issue~~of ~~discount~~letters of credit.

InThe ~~the first six months of 2024, the~~ Company’s ~~recorded~~borrowings ~~interest~~under ~~expense related to~~ the ~~2024~~2025 ~~Term~~Credit ~~Loan~~Facility ofbear ~~$4.2 million which consisted of $3.7 million associated with borrowings bearing~~ interest ~~based~~at onannual ~~the~~rates ~~SOFR rate~~that, ~~$0.2 million~~at ~~associated with unused commitment fees, $0.2 million associated with~~ the ~~amortization~~Company’s ~~of debt issuance costs~~option, ~~and~~will ~~$0.1 million~~be ~~associated~~either: ~~with the accretion of the original issue discount.~~

A•a ~~summary~~base rate generally defined as the sum of (i) the ~~gross~~greater ~~carrying~~of ~~amount,~~(a) ~~debt~~the ~~issuance~~prime ~~costs,~~rate ~~original~~of ~~issue~~Bank ~~discount~~of America, (b) the federal funds effective rate plus 0.5% and ~~net~~(c) ~~carrying~~the ~~value~~Benchmark rate (defined below) on a daily basis applicable for an interest period of one month plus 1.0% and (ii) an applicable percentage of 2.00% to 2.50% for loans under the ~~2024~~2025 Revolving Facility and 3.50% for loans under the 2025 Term Loan inFacility ~~the~~(3.25% ~~June 30,~~upon ~~2025~~achievement ~~consolidated~~of ~~balance~~a ~~sheet,~~corporate ~~are~~family asrating ~~follows~~of B2 (instable) ~~thousands~~or better from Moody’s):, in each case, based on a first lien net leverage ratio; or

	June 30,2025		December 31,2024
Current Portion
Gross carrying amount	$	8,750	$	7,813
Debt issuance costs	228		169
Unamortized original issue discount	146		189
Net carrying amount	$	8,376	$	7,455
Long-term Portion
Gross carrying amount	$	151,563	$	107,812
Debt issuance costs	4,011		2,333
Unamortized original issue discount	2,442		2,605
Net carrying amount	$	145,110	$	102,874

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

~~NOTE~~Interest ~~13—CONTINGENCIES~~on the Company’s borrowings is payable quarterly in arrears for base rate loans and on the last day of each interest rate period (but not less often than three months) for SOFR rate loans.

~~Overview~~The 2025 Credit Facility contains a restrictive financial covenant, which is set at a first lien net leverage ratio of 5.00 to 1.00. The financial covenant will be tested only if the loans and certain other obligations under the 2025 Revolving Facility exceed $20.0 million as of the last date of any fiscal quarter. In addition, the 2025 Credit Facility contains mandatory prepayment events, affirmative and negative covenants and events of default customary for a transaction of this type. The covenants, among other things, restrict additional indebtedness, liens, mergers or certain fundamental changes, asset dispositions, dividends and other restricted payments, transactions with affiliates, loans and investments and other matters customarily restricted in credit agreements of this type. The Company is required to make mandatory prepayments of the outstanding principal amount of loans under the 2025 Term Loan Facility with the net cash proceeds from certain disposition of

LendingTree is involved in legal proceedings on an ongoing basis. In assessing the materiality of a legal proceeding, the Company evaluates, among other factors, the amount of monetary damages claimed, as well as the potential impact of non-monetary remedies sought by plaintiffs (e.g., injunctive relief) that may require it to change its business practices in a manner that could have a material and adverse impact on the Company's business. With respect to the matters disclosed in this Note 13, unless otherwise indicated, the Company is unable to estimate the possible loss or range of losses that could potentially result from the application of such non-monetary remedies.

In the ordinary course of business, we are party to litigation involving property, contract, intellectual property and a variety of other claims. The amounts that may be incurred in such matters may be subject to insurance coverage.

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Asassets and the receipt of ~~June 30,~~insurance ~~2025~~proceeds upon certain casualty and ~~December 31~~condemnation events, ~~2024~~in each case, to the ~~Company~~extent ~~had~~not ~~litigation~~reinvested ~~settlement~~within ~~accruals~~a ofspecified ~~$19.1~~time ~~million~~period, ~~and~~from ~~$3.9~~excess ~~million~~cash flow beyond stated threshold amounts, ~~respectively~~and from the incurrence of certain indebtedness. The ~~litigation~~Company ~~settlement~~has ~~accruals~~the ~~relate~~right to ~~litigation~~prepay ~~matters~~its ~~that~~term ~~were~~loans ~~either~~under ~~settled~~the 2025 Credit Agreement, ain ~~firm~~whole ~~offer~~or ~~for~~in ~~settlement~~part, ~~was~~at ~~extended~~any time without premium or anpenalty, ~~estimated~~subject ~~settlement~~to ~~range~~certain ~~has~~limitations ~~been~~and ~~determined,~~a ~~thereby~~1.0% ~~establishing~~soft ancall ~~accrual~~premium ~~amount~~applicable ~~that~~during isthe ~~both~~first ~~probable~~6 ~~and~~months ~~reasonably~~following ~~estimable~~the closing date.

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

The 2025 Credit Facility requires the Company and certain of its subsidiaries to pledge as collateral, subject to certain customary exclusions, substantially all of its assets, including 100% of the equity in certain domestic subsidiaries and 65% of the voting equity, and 100% of the non-voting equity, in certain foreign subsidiaries. The obligations under the 2025 Credit Facility are unconditionally guaranteed on a senior basis by the Company's material domestic subsidiaries, which guaranties are secured by the collateral.

With respect to the 2025 Revolving Facility, the Company is required to pay an unused commitment fee quarterly in arrears on the difference between committed amounts and amounts actually borrowed under the 2025 Revolving Facility equal to an applicable percentage of 0.25% to 0.38% per annum based on a first lien net leverage ratio. The Company is required to pay a letter of credit participation fee and a letter of credit fronting fee quarterly in arrears. The letter of credit participation fee is based upon the aggregate face amount of outstanding letters of credit at an applicable percentage of 3.0% to 3.5% based on a first lien net leverage ratio. The letter of credit fronting fee is 0.125% per annum on the face amount of each letter of credit.

In addition to the remaining unamortized debt issuance costs associated with the 2021 Credit Facility, debt issuance costs of $1.4 million related to the 2025 Revolving Facility are being amortized to interest expense over the life of the 2025 Revolving Facility. With respect to the 2025 Term Loan Facility, the Company incurred financing costs of $8.6 million upon closing of which approximately $0.8 million was expensed. The remaining $3.9 million of debt issuance costs related to the 2025 Term Loan Facility and $3.9 million of the original issue discount paid on the 2025 Term Loan Facility are being amortized to interest expense over the life of the term loan.

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

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


	September 30, 2025
Current Portion
Gross carrying amount	$	4,000
Debt issuance costs	26
Unamortized original issue discount	38
Net carrying amount	$	3,936
Long-term Portion
Gross carrying amount	$	396,000
Debt issuance costs	3,796
Unamortized original issue discount	3,834
Net carrying amount	$	388,370

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13—CONTINGENCIES

Overview

As of September 30, 2025 and December 31, 2024, the Company had litigation settlement accruals of $19.1 million and $3.9 million, respectively. The litigation settlement accruals relate to litigation matters that were either settled, a firm offer for settlement was extended or an estimated settlement range has been determined, thereby establishing an accrual amount that is both probable and reasonably estimable.

Legal Matters

On or about October 29, 2019, Joseph Mantha filed a class action lawsuit against QuoteWizard.com, LLC alleging claims in violation of the Telephone Consumer Protection Act. On August 16, 2024, the U.S. District Court of Massachusetts granted the plaintiff’s motion to certify a class. The Company participated in a mediation in April 2025 and reached a preliminary agreement on the terms of settlement. The settlement iswas ~~not~~approved ~~final and is subject to approval~~ by the court. ~~The court approved a Motion for Preliminary Approval of Settlement~~ on ~~May~~September 2229, 2025, and athe ~~hearing~~matter ~~for~~was ~~final~~dismissed ~~approval~~with ~~of settlement has been scheduled for September 29, 2025~~prejudice. AnA ~~estimated~~ liability of $1918.09 million for this matter is included in the accompanying consolidated balance sheet as of ~~June~~September 30, 2025. The settlement is payable in three equal installments,. ~~with~~The ~~the~~ first payment ~~due~~was made in ~~the~~October ~~fourth quarter of~~ 2025, the second payment is due in the first quarter of 2026 and the final payment is due in the second quarter of 2026.

NOTE 14—FAIR VALUE MEASUREMENTS

Other than the ~~convertible~~warrants ~~notes~~ and ~~warrants, as well as~~ the equity investments, the carrying amounts of the Company's financial instruments are equal to fair value at ~~June~~September 30, 2025. See Note 12—Debt for additional information on the ~~convertible notes and~~ warrants.

NOTE 15—SEGMENT INFORMATION

The Company manages its business and reports its financial results through the following three operating and reportable segments: Home, Consumer, and Insurance. Characteristics which were relied upon in making the determination of the reportable segments include the nature of the products, the organization's internal structure, and the information that is regularly reviewed by the chief operating decision maker (the "CODM"), the Company's Chief Executive Officer, for the purpose of assessing performance and allocating resources.

The Home segment includes the following products: purchase mortgage, refinance mortgage, and home equity loans and lines of credit. The Consumer segment includes the following products: credit cards, personal loans, small business loans, auto loans, deposit accounts, and other credit products. The Insurance segment consists of insurance quote products and sales of insurance policies in the agency businesses. The insurance agency business was closed in the second quarter of 2025.

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

1920

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Home

Consumer

Insurance

Other

Total

(in thousands)

Revenue

4038,~~418~~109

6266,~~519~~173

~~147~~203,~~157~~512

22(2)

~~250~~307,~~116~~792

Segment marketing expense

2726,~~362~~327

30,~~449~~970

~~107~~155,~~161~~864

3468

~~165~~213,~~006~~229

Segment profit (loss)

1311,~~056~~782

3235,~~070~~203

3947,~~996~~648

(1270)

8594,~~110~~563

Cost of revenue

1011,~~029~~017

Brand and other marketing expense

11,~~747~~822

General and administrative expense

2526,~~034~~229

Product development

11,~~473~~297

Depreciation

43,~~241~~995

Amortization of intangibles

1,~~307~~288

Restructuring and severance

~~357~~80

Litigation settlements and contingencies

~~(2)~~69

Operating income

2028,~~924~~766

Interest expense, net

(1017,~~402~~907)

Other income

~~248~~732

Income before income taxes

1011,~~770~~591

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Home

Consumer

Insurance

Other

Total

(in thousands)

Revenue

32,~~166~~248

5559,~~901~~474

~~122~~169,~~071~~065

~~210~~260,~~140~~789

Segment marketing expense

22,~~877~~993

2831,~~989~~491

85127,~~706~~622

8045

~~137~~182,~~652~~151

Segment profit (loss)

9,~~289~~255

2627,~~912~~983

3641,~~365~~443

(7843)

7278,~~488~~638

Cost of revenue

89,~~411~~372

Brand and other marketing expense

1011,~~735~~391

General and administrative expense

2726,~~118~~680

Product development

1011,~~374~~190

Depreciation

4,~~601~~584

Amortization of intangibles

1,~~467~~466

Restructuring and severance

~~202~~273

Litigation settlements and contingencies

~~(7)~~3,762

Operating income

9,~~587~~920

Interest expense, net

(110,~~201~~060)

Other income

1,052

Other expense

(57,391)

Income before income taxes

9,438

Loss before income taxes

(57,531)

2021

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Home

Consumer

Insurance

Other

Total

(in thousands)

Revenue

77115,~~437~~546

~~118~~184,~~552~~725

~~293~~497,~~809~~321

4644

~~489~~797,~~844~~636

Segment marketing expense

5177,~~235~~562

5990,~~345~~315

~~215~~370,~~103~~967

70138

~~325~~538,~~753~~982

Segment profit (loss)

2637,~~202~~984

5994,~~207~~410

78126,~~706~~354

(2494)

~~164~~258,~~091~~654

Cost of revenue

1930,~~937~~954

Brand and other marketing expense

2335,~~751~~573

General and administrative expense

5581,~~694~~923

Product development

2334,~~377~~674

Depreciation

812,~~538~~533

Amortization of intangibles

23,~~614~~902

Restructuring and severance

1,~~155~~235

Litigation settlements and contingencies

15,~~210~~279

Operating income

1342,~~815~~581

Interest expense, net

(1937,~~486~~393)

Other income

12,~~636~~368

Loss before income taxes

(4,035)

Income before income taxes

7,556

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Home

Consumer

Insurance

Other

Total

(in thousands)

Revenue

6294,~~609~~857

~~107~~166,~~352~~826

~~207~~377,~~943~~008

~~377~~638,~~908~~697

Segment marketing expense

4366,~~710~~703

5384,~~000~~491

~~138~~265,~~129~~751

59104

~~234~~417,~~898~~049

Segment profit (loss)

1828,~~899~~154

5482,~~352~~335

69111,~~814~~257

(5598)

~~143~~221,~~010~~648

Cost of revenue

1626,~~956~~328

Brand and other marketing expense

2133,~~665~~056

General and administrative expense

5279,~~914~~594

Product development

2233,~~231~~421

Depreciation

913,~~268~~852

Amortization of intangibles

24,~~956~~422

Restructuring and severance

~~225~~498

Litigation settlements and contingencies

293,791

Operating income

1626,~~766~~686

Interest expense, net

(717,~~839~~899)

Other income

2,086

Other expense

(55,305)

Income before income taxes

11,013

Loss before income taxes

(46,518)

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

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 16—SUBSEQUENT EVENTS

OnFollowing ~~July~~the ~~15,~~unexpected ~~2025~~passing ~~the~~of ~~Company~~Doug ~~repaid~~Lebda, the ~~$95.3 million~~Founder ~~outstanding~~and ~~principal~~former ~~amount~~Chairman and Chief Executive Officer of LendingTree, Inc., the Company’s Board of Directors, on October 13, 2025, ~~Notes~~appointed ~~upon~~Scott ~~maturity~~Peyree, into ~~cash.~~serve ~~Upon~~as ~~this~~the ~~repayment~~Company’s President and Chief Executive Officer, effective immediately. Mr. Peyree will serve as the ~~2025~~Company’s ~~Notes~~principal ~~were~~executive ~~extinguished~~officer. ~~and~~Immediately ~~repaid~~prior into ~~full~~his ~~and~~appointment as the Company’s ~~has~~President noand ~~further~~Chief ~~obligations~~Executive ~~with~~Officer, ~~respect~~Mr. toPeyree served as the ~~2025~~Company’s ~~Notes~~Chief Operating Officer and President, LendingTree Marketplace.

21Additionally, on October 13, 2025, the Board of Directors appointed its Lead Independent Director, Steve Ozonian, to serve as the Chairman of the Board, effective immediately. Mr. Ozonian had served as the Board’s Lead Independent Director since the position was established in 2016.

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

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Information

This report contains “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements related to our anticipated financial performance, business prospects and strategy; anticipated trends and prospects in the various industries in which our businesses operate; new products, services and related strategies; and other similar matters. These forward-looking statements are based on management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The use of words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans” and “believes,” among others, generally identifies forward-looking statements.

Actual results could differ materially from those contained in the forward-looking statements. Factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include those matters discussed or referenced in Part II, Item 1A. Risk Factors included elsewhere in this Quarterly Report on Form 10-Q and Part I, Item 1A. Risk Factors of the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Annual Report").

Other unknown or unpredictable factors that could also adversely affect our business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this Quarterly Report on Form 10-Q may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of LendingTree, Inc.'s management as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations, except as required by law.

Company Overview

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.

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 consumers tools and resources, including free credit scores, that facilitate comparison shopping for loans, deposit products, insurance, and other offerings. We seek to match ~~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. By expanding our portfolio of financial services offerings, we are growing and diversifying our business and sources of revenue. We intend to capitalize on our expertise in performance marketing, product development and technology by leveraging the widespread recognition of the LendingTree brand.

We believe the consumer and insurance industries are in the middle stages of a fundamental shift to online product offerings, similar to the shift that started in retail and travel many years ago and is now well established. We believe that like retail and travel, as consumers continue to move towards online shopping and transactions for financial services, suppliers will increasingly shift their product offerings and advertising budgets toward the online channel. We believe the strength of our brands and of our Network Partners place us in a strong position to continue to benefit from this market shift.

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Economic Conditions

We continue to monitor the current global economic environment, specifically including inflationary pressures and interest rates, and any resulting impacts on our financial position and results of operations. Refer to Part I, Item 1A. “Risk Factors” of our 2024 Annual Report for additional information.

During 2025, 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 remained relatively consistent in the ~~second~~third quarter of 2025 compared to the ~~fourth~~third quarter of 2024 ~~and second 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.

Segment Reporting

We have three reportable segments: Home, Consumer, and Insurance.

Recent Mortgage Interest Rate Trends

Interest rate and market risks are substantial in the mortgage lead generation business. Short-term fluctuations in mortgage interest rates primarily affect consumer demand for mortgage refinancings, while long-term fluctuations in mortgage interest rates, coupled with the U.S. real estate market, affect consumer demand for new mortgages. 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 ~~increased~~decreased from a monthly average of 6.72% in December 2024 to a monthly average of 6.8235% in ~~June~~September 2025. On a quarterly basis, 30-year mortgage interest rates in the ~~second~~third quarter of 2025 averaged 6.7955%, compared to 6.9951% in the ~~second~~third quarter of 2024 ~~and 6~~.~~65% in the fourth quarter of 2024.~~

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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~~increased to 33% of total mortgage origination dollars in the ~~second~~third quarter of 2025 compared to 3819% in the ~~fourth~~third quarter of 2024 ~~and increased when compared to 22% in the second quarter of 2024~~. In the ~~second~~third quarter of 2025, total refinance origination dollars ~~decreased 4% from the fourth quarter of 2024 and~~ increased 96117% from the ~~second~~third quarter of 2024. Industry-wide mortgage origination dollars in the ~~second~~third quarter of 2025 increased 1124% from ~~the~~third ~~fourth~~ quarter of 2024 ~~and increased 28% from second quarter of 2024~~.

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 33% for 2025 compared to 2821% in 2024.

The U.S. Real Estate Market

The health of the U.S. real estate market and interest rate levels are the primary drivers of consumer demand for new mortgages. Consumer demand, in turn, affects lender demand for purchase mortgage leads from third-party sources. Typically, a strong real estate market will lead to reduced lender demand for leads, as there are more consumers in the marketplace seeking financing and, accordingly, lenders receive more organic lead volume. 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~~increased approximately 32% in the ~~second~~third quarter of 2025 compared to the ~~fourth~~third quarter of 2024~~, and increased approximately 1% compared to the second quarter of 2024~~. Fannie Mae predicts an overall ~~increase in~~ existing-home sales ofto ~~approximately~~be 3%relatively consistent in 2025 compared to 2024.

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SpringTM

We consider certain metrics related to LendingTree SpringTM ("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 01.50 million net new users in the ~~second~~third quarter of 2025, bringing cumulative active users to 3233.6 million as of ~~June~~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 $4.97 million of revenue, or 2% of total revenue, in the ~~second~~third quarter of 2025 to registered Spring users who initiated their transaction from the Spring platform. During the ~~second~~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.

25New 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.

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

Our discussion within Revenue provides the details of consolidated revenue by segment and significant products. In this section, we describe overall changes in revenue in our segments and significant products within each segment and increases or decreases in revenue from the prior period. We also provide insight into how changes in price and volume in each significant product impacted product revenue.

Our Segment Profit is a discussion of profitability within each segment of the business. It is impacted by segment revenues as well as segment cost of revenue and marketing expenses. 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 June 30,								Six Months Ended June 30,
	Three Months Ended September 30,								Nine Months Ended September 30,
	2025		2024		$Change		%Change		2025		2024		$Change		%Change
	(Dollars in thousands)
Home	$	4038,~~418~~109	$	32,~~166~~248	$	85,~~252~~861	2618	%	$	77115,~~437~~546	$	6294,~~609~~857	$	1420,~~828~~689	2422	%
Consumer	6266,~~519~~173		5559,~~901~~474		6,~~618~~699		1211	%	~~118~~184,~~552~~725		~~107~~166,~~352~~826		1117,~~200~~899		1011	%
Insurance	~~147~~203,~~157~~512		~~122~~169,~~071~~065		2534,~~086~~447		2120	%	~~293~~497,~~809~~321		~~207~~377,~~943~~008		85120,~~866~~313		4132	%
Other	22(2)		2		20(4)		~~1,000~~(200)	%	4644		46		4238		~~1,050~~633	%
Revenue	~~250~~307,~~116~~792		~~210~~260,~~140~~789		3947,~~976~~003		1918	%	~~489~~797,~~844~~636		~~377~~638,~~908~~697		~~111~~158,~~936~~939		3025	%
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)	1011,~~029~~017		89,~~411~~372		1,~~618~~645		1918	%	1930,~~937~~954		1626,~~956~~328		24,~~981~~626		18	%
Selling and marketing expense	~~176~~225,~~753~~051		~~148~~193,~~387~~542		2831,~~366~~509		1916	%	~~349~~574,~~504~~555		~~256~~450,~~563~~105		92124,~~941~~450		3628	%
General and administrative expense	2526,~~034~~229		2726,~~118~~680		(~~2,084~~451)		(82)	%	5581,~~694~~923		5279,~~914~~594		2,~~780~~329		53	%
Product development	11,~~473~~297		1011,~~374~~190		~~1,099~~107		111	%	2334,~~377~~674		2233,~~231~~421		1,~~146~~253		54	%
Depreciation	43,~~241~~995		4,~~601~~584		(~~360~~589)		(813)	%	812,~~538~~533		913,~~268~~852		(~~730~~1,319)		(810)	%
Amortization of intangibles	1,~~307~~288		1,~~467~~466		(~~160~~178)		(1112)	%	23,~~614~~902		24,~~956~~422		(~~342~~520)		(12)	%
Restructuring and severance	~~357~~80		~~202~~273		~~155~~(193)		77(71)	%	1,~~155~~235		~~225~~498		~~930~~737		~~413~~148	%
Litigation settlements and contingencies	~~(2)~~69		~~(7)~~3,762		5(3,693)		71(98)	%	15,~~210~~279		293,791		1511,~~181~~488		~~52,348~~303	%
Total costs and expenses	~~229~~279,~~192~~026		~~200~~250,~~553~~869		28,~~639~~157		1411	%	~~476~~755,~~029~~055		~~361~~612,~~142~~011		~~114~~143,~~887~~044		3223	%
Operating income	2028,~~924~~766		9,~~587~~920		1118,~~337~~846		~~118~~190	%	1342,~~815~~581		1626,~~766~~686		(215,~~951)~~895		~~(18)~~60	%
Other income (expense), net:
Interest expense, net	(1017,~~402~~907)		(110,~~201~~060)		97,~~201~~847		~~766~~78	%	(1937,~~486~~393)		(717,~~839~~899)		1119,~~647~~494		~~149~~109	%
Other income	248		1,052		(804)		(76)	%	1,636		2,086		(450)		(22)	%
Other income (expense)	732		(57,391)		58,123		101	%	2,368		(55,305)		57,673		104	%
Income (loss) before income taxes	1011,~~770~~591		9(57,~~438~~531)		169,~~332~~122		14120	%	(47,~~035)~~556		11(46,~~013~~518)		~~(15~~54,~~048)~~074		~~(137)~~116	%
Income tax (expense) benefit	(1,908)		(1,686)		222		13	%	522		(2,245)		(2,767)		(123)	%
Income tax expense	(1,426)		(447)		979		219	%	(904)		(2,692)		(1,788)		(66)	%
Net income (loss) and comprehensive income (loss)	$	810,~~862~~165	$	7(57,~~752~~978)	$	168,~~110~~143	14118	%	$	(36,~~513)~~652	$	8(49,~~768~~210)	$	~~(12~~55,~~281)~~862	~~(140)~~114	%

Revenue

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

Revenue from our Insurance segment increased $2534.14 million, or 2120%, to $~~147~~203.25 million in the ~~second~~third quarter of 2025 from $~~122~~169.1 million in the ~~second~~third quarter of 2024. The increase in revenue was due to a 19% increase in volume, representing $2332.2 million of the increase, and a 21% increase in revenue earned per consumer, representing $12.92 million of the increase. Revenue from our Insurance segment increased $85120.93 million, or 4132%, to $~~293~~497.83 million in the first ~~six~~nine months of 2025 from $~~207~~377.90 million in the first ~~six~~nine months of 2024. The increase in revenue was due to a 20% increase in volume, representing $4981.57 million of the increase, and a 1710% increase in revenue earned per consumer, representing $3638.46 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.

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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 $85.39 million, or 2618%, in the ~~second~~third quarter of 2025 from the ~~second~~third quarter of 2024 and increased $1420.87 million, or 2422%, in the first ~~six~~nine months of 2025 from the first ~~six~~nine months of 2024 primarily due to increases in revenue from our home equity loans.

Revenue from our home equity loans product increased $87.3 million, or 3835%, to $3028.3 million in the ~~second~~third quarter of 2025 from $2221.0 million in the ~~second~~third quarter of 2024. The increase in revenue was due to a 6558% increase in volume, representing $1110.94 million of the increase, partially offset by a 1615% decrease in revenue earned per consumer, representing a $3.61 million decrease.

Revenue from our home equity loans product increased $1320.36 million, or 3132%, to $5684.14 million in the first ~~six~~nine months of 2025 from $4263.8 million in the first ~~six~~nine months of 2024. The increase in revenue was due to a 57% increase in volume, representing $2030.48 million of the increase, partially offset by a 16% decrease in revenue earned per consumer, representing a $710.12 million decrease. We measure volume for our home equity loans and lines of credit products as the number of consumers completing request forms.

Our Consumer segment includes the following products: credit cards, personal loans, small business loans, student 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 $6.67 million, or 1211%, in the ~~second~~third quarter of 2025 from the ~~second~~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 $1117.29 million, or 1011%, in the first ~~six~~nine months of 2025 from the first ~~six~~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 $3.74 million, or 1412%, to $3031.63 million in the ~~second~~third quarter of 2025 from $2627.98 million in the ~~second~~third quarter of 2024. The increase in revenue was due to ana 1810% increase in ~~volume,~~revenue ~~representing~~earned anper ~~increase~~consumer, ofrepresenting a $42.67 million increase, ~~partially~~and ~~offset by~~ a 32% ~~decrease~~increase in ~~revenue earned per consumer~~volume, representing a $0.97 million ~~decrease~~increase. Revenue from our personal loans product increased $710.04 million, or 1514%, to $5485.03 million in the first ~~six~~nine months of 2025 from $4774.19 million in the first ~~six~~nine months of 2024. The increase in revenue was due to a 2516% increase in volume, representing $1011.85 million of the increase, partially offset by ana 81% decrease in revenue earned per consumer, representing $31.81 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; however, certain other Consumer products experienced notable changes.

Revenue from our small business loans product increased $7.37 million, or 6150%, in the ~~second~~third quarter of 2025 compared to the ~~second~~third quarter of 2024, and increased $1321.73 million, or 5453% in the first ~~six~~nine months of 2025 compared to the first ~~six~~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 $2.38 million, or 4146%, in the ~~second~~third quarter of 2025 compared to the ~~second~~third quarter of 2024, and decreased $68.08 million, or 45%, in the first ~~six~~nine months of 2025 compared to the first ~~six~~nine months of 2024 primarily due to decreases in revenue earned per click and for the first ~~number~~nine months of ~~consumer~~2025 ~~clicks~~a ~~and~~decrease ~~revenue~~in ~~earned~~the ~~per~~number ~~click~~of consumer clicks. Revenue from our other credit products decreased $10.78 million, or 2917%, in the ~~second~~third quarter of 2025 compared to the ~~second~~third quarter of 2024, and decreased $23.97 million, or 3026%, in the first ~~six~~nine months of 2025 compared to the first ~~six~~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.

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 ~~second~~third quarter of 2025 from the ~~second~~third quarter of 2024 primarily due to an increase in compensation and benefits ~~of $1~~.3 ~~million.~~ Cost of revenue increased $34.06 million in the first ~~six~~nine months of 2025 from the first ~~six~~nine months of 2024 primarily due to an increase in compensation and benefits of $23.28 million.

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

Selling and marketing expense

Selling and marketing expense consists primarily of advertising and promotional expenditures and compensation and other employee-related costs (including stock-based compensation) for personnel engaged in sales or marketing functions. Advertising and promotional expenditures primarily include online marketing, as well as television, print, and radio spending. Advertising production costs are expensed in the period the related ad is first run.

Selling and marketing expense increased in the ~~second~~third quarter of 2025 compared to the ~~second~~third quarter 2024 by $2831.45 million, and increased $92124.95 million in the first ~~six~~nine months of 2025 compared to the first ~~six~~nine months of 2024 primarily due to the changes in advertising and promotional expense discussed below. Additionally, compensation and benefits increased $~~1.1 million in the second quarter of 2025 compared to the second quarter of 2024, and increased $~~2.05 million in the first ~~six~~nine months of 2025 compared to the first ~~six~~nine months of 2024.

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

	Three Months Ended June 30,								Six Months Ended June 30,
	Three Months Ended September 30,								Nine Months Ended September 30,
	2025		2024		$Change		%Change		2025		2024		$Change		%Change
	(Dollars in thousands)
Online	$	~~165~~213,~~409~~661	$	~~138~~182,~~057~~690	$	2730,~~352~~971	2017	%	$	~~326~~540,~~484~~145	$	~~235~~418,~~572~~262	$	90121,~~912~~883	3929	%
Broadcast	151		917		6(16)		67(94)	%	1516		2037		(521)		(2557)	%
Other	~~1,044~~906		~~1,181~~859		~~(137)~~47		~~(12)~~5	%	12,~~970~~876		12,~~976~~835		~~(6)~~41		—1	%
Total advertising expense	$	~~166~~214,~~468~~568	$	~~139~~183,~~247~~566	$	2731,~~221~~002	2017	%	$	~~328~~543,~~469~~037	$	~~237~~421,~~568~~134	$	90121,~~901~~903	3829	%

In the periods presented, advertising and promotional expenses are equivalent to the non-GAAP measure variable marketing expense. See Variable Marketing Expense and Variable Marketing Margin below for additional information.

Revenue is primarily driven by Network Partner demand for our products, which is matched to corresponding consumer requests. We adjust our selling and marketing expenditures dynamically in relation to anticipated revenue opportunities in order to ensure sufficient consumer inquiries to profitably meet such demand. An increase in a product’s revenue is generally met by a corresponding increase in marketing spend, and conversely a decrease in a product’s revenue is generally met by a corresponding decrease in marketing spend. This relationship exists for our Home, Consumer, and Insurance segments.

We adjusted our advertising expenditures in the ~~second~~third quarter and first ~~six~~nine months of 2025 compared to the ~~second~~third quarter and first ~~six~~nine months of 2024 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.

General and administrative expense

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~~was ~~$2.1~~generally ~~million~~consistent in the ~~second~~third quarter of 2025 ~~from~~and the ~~second~~third quarter of 2024 ~~primarily due decreases of $0~~.8 ~~million professional fees and $0.4 million in loss on asset disposals.~~ General and administrative expense increased $2.83 million in the first ~~six~~nine months of 2025 from the first ~~six~~nine months of 2024 primarily due to an increase in compensation and benefits of $4.5.0 million, partially offset by a decrease in professional fees of $01.80 million and a decrease in ~~loss~~facility oncosts ~~asset disposals~~ of $0.58 million.

General and administrative expense as a percentage of revenue decreased to 109% in the ~~second~~third quarter of 2025 compared to 1310% in the ~~second~~third quarter of 2024, and decreased to 1110% in the first ~~six~~nine months of 2025 compared to 1412% in the first ~~six~~nine months of 2024.

~~Product~~We ~~development~~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.

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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 $1.13 million in the ~~second~~first ~~quarter~~nine months of 2025 ~~compared~~from to the ~~second~~first ~~quarter~~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.

Litigation Settlements and Contingencies

In the first quarter of 2025, we incurred $15.2 million of expenses for litigation contingencies due to the Mantha litigation. See Note 13—Contingencies in the notes to the consolidated financial statements for additional information on litigation matters.

Interest expense, net

In March 2024 and March 2025, we drew $125.0 million and $50.0 million, respectively, on the 2024 Term Loan ~~resulting~~(as defined herein). The incremental borrowings in March 2024 and March 2025 resulted in an increase of $02.45 million ~~and $3.6 million~~ of interest expense in the ~~second quarter and~~ first ~~six~~nine months of 2025, ~~respectively,~~ compared to the ~~second quarter and the~~ first ~~six~~nine months of 2024.

In the ~~first~~third quarter of 2025, we ~~repurchased~~refinanced ~~approximately~~our ~~$20.0~~Credit ~~million~~Agreement in(as ~~principal~~defined ~~amount~~herein) ofand ~~our~~2024 ~~0.50%~~Term ~~Convertible~~Loan, ~~Senior~~which ~~Notes~~collectively ~~due~~had ~~July~~$402.8 15million outstanding, ~~2025~~with (proceeds from the "$400.0 million 2025 ~~Notes"~~Term Loan (as defined herein) ~~for~~and ~~$19.7~~cash ~~million~~on hand at par plus accrued and unpaid interest. As a result of the ~~repurchase~~refinancing, we recognized a ~~gain~~loss on the extinguishment of $07.39 million indue to the ~~first~~write-off ~~six~~of ~~months~~unamortized ofdebt ~~2025,~~issuance costs and original issue discount costs which isare included in interest expense, net in the consolidated statement of operations and comprehensive income.

In the ~~second~~first quarter of ~~2024~~2025, we repurchased approximately $~~161~~20.30 million in principal amount of our 0.50% Convertible Senior Notes due July 15, 2025 (the "2025 Notes") for $~~151~~19.7 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 $90.63 million ~~and~~in ~~a loss on~~ the ~~write-off~~first ofnine ~~unamortized~~months ~~debt issuance costs~~ of ~~$1.0 million~~2025, ~~both of~~ which ~~are~~is included in interest (expense~~) income~~, net in the consolidated ~~statements~~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.

See Note 12—Debt for additional information.

Income tax expense

For the ~~second~~third quarter and first ~~six~~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, ~~we will adopt~~ the One Big Beautiful Bill Act, ~~which~~("OBBBA") was enacted into law. The OBBBA includes provisions impacting various aspects of ~~the~~our ~~Company's~~ tax obligations, including temporary tax impacts related to research and development expensing and ~~163(j)~~interest ofexpense ~~the Internal Revenue Code limitation changes~~limitations. The impact of ~~these~~the ~~changes~~OBBBA on our ~~financial~~provision ~~statements~~for isincome ~~being~~taxes ~~evaluated~~is ~~and will be disclosed in future filings~~immaterial.

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Segment Profit

	Three Months Ended June 30,								Six Months Ended June 30,
	Three Months Ended September 30,								Nine Months Ended September 30,
	2025		2024		$Change		%Change		2025		2024		$Change		%Change
	(Dollars in thousands)
Home
Revenue	$	4038,~~418~~109	$	32,~~166~~248	$	85,~~252~~861	2618	%	$	77115,~~437~~546	$	6294,~~609~~857	$	1420,~~828~~689	2422	%
Segment marketing expense (1)	2726,~~362~~327		22,~~877~~993		43,~~485~~334		2015	%	$	5177,~~235~~562	$	4366,~~710~~703	$	710,~~525~~859	1716	%
Segment profit	$	1311,~~056~~782	$	9,~~289~~255	$	32,~~767~~527	4127	%	$	2637,~~202~~984	$	1828,~~899~~154	$	79,~~303~~830	3935	%
Segment margin	3231%		29%						3433%		30%
Consumer
Revenue	6266,~~519~~173		5559,~~901~~474		6,~~618~~699		1211	%	~~118~~184,~~552~~725		~~107~~166,~~352~~826		1117,~~200~~899		1011	%
Segment marketing expense (1)	30,~~449~~970		2831,~~989~~491		~~1,460~~(521)		5(2)	%	5990,~~345~~315		5384,~~000~~491		65,~~345~~824		127	%
Segment profit	3235,~~070~~203		2627,~~912~~983		57,~~158~~220		1926	%	5994,~~207~~410		5482,~~352~~335		412,~~855~~075		915	%
Segment margin	5153%		4847%						5051%		5149%
Insurance
Revenue	~~147~~203,~~157~~512		~~122~~169,~~071~~065		2534,~~086~~447		2120	%	~~293~~497,~~809~~321		~~207~~377,~~943~~008		85120,~~866~~313		4132	%
Segment marketing expense (1)	~~107~~155,~~161~~864		85127,~~706~~622		2128,~~455~~242		2522	%	~~215~~370,~~103~~967		~~138~~265,~~129~~751		76105,~~974~~216		5640	%
Segment profit	3947,~~996~~648		3641,~~365~~443		36,~~631~~205		1015	%	78126,~~706~~354		69111,~~814~~257		815,~~892~~097		1314	%
Segment margin	2723%		3025%						2725%		3430%
Other
Revenue	22(2)		2		20(4)		~~1,000~~(200)	%	4644		46		4238		~~1,050~~633	%
Segment marketing expense (1)	3468		8045		~~(46)~~23		~~(58)~~51	%	70138		59104		1134		1933	%
Other	(1270)		(7843)		66(27)		85(63)	%	(2494)		(5598)		314		564	%
Total
Revenue	~~250~~307,~~116~~792		~~210~~260,~~140~~789		3947,~~976~~003		1918	%	~~489~~797,~~844~~636		~~377~~638,~~908~~697		~~111~~158,~~936~~939		3025	%
Segment marketing expense (1)	~~165~~213,~~006~~229		~~137~~182,~~652~~151		2731,~~354~~078		2017	%	~~325~~538,~~753~~982		~~234~~417,~~898~~049		90121,~~855~~933		3929	%
Segment profit	$	8594,~~110~~563	$	7278,~~488~~638	$	1215,~~622~~925	1720	%	$	~~164~~258,~~091~~654	$	~~143~~221,~~010~~648	$	2137,~~081~~006	1517	%
Segment margin	3431%		3430%						3332%		3835%
(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. This measure excludes overhead, fixed costs and personnel-related costs.

Segment profit is our primary segment operating metric. 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. See Note 15—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

Home segment revenue increased 2618% to $4038.41 million in the ~~second~~third quarter of 2025 from the ~~second~~third quarter of 2024 and segment profit increased 4127% to $1311.18 million in the ~~second~~third quarter of 2025 from the ~~second~~third quarter of 2024. Segment margin increased to 3231% in the ~~second~~third quarter of 2025 compared to 29% in the ~~second~~third quarter of 2024, primarily due to a change in product mix.

Home equity revenue of $30.3 million in the second quarter of 2025 increased $8.3 million from $22.0 million in the second quarter of 2024. Volume of home equity consumers completing request forms increased 65% in the second quarter of 32

Table of Contents

~~2025~~Home ~~compared~~equity torevenue of $28.3 million in the ~~second~~third quarter of ~~2024,~~2025 ~~however,~~increased a $7%.3 million ~~decline~~from $21.0 million in ~~revenue~~the ~~earned~~third ~~per~~quarter ~~consumer~~of ~~partially offset this volume growth~~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 $109.18 million in the ~~second~~third quarter of 2025, which isdecreased ~~consistent~~$1.4 ~~with~~million from $11.2 million in the ~~second~~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.

Consumer

Our Consumer segment revenue increased 1211% to $6266.52 million in the ~~second~~third quarter of 2025 from the ~~second~~third quarter of 2024, and segment profit increased 1926% to $3235.12 million in the ~~second~~third quarter of 2025 from the ~~second~~third quarter of 2024 ~~primarily due to the increase in revenue~~. Segment margin was 5153% in the ~~second~~third quarter of 2025 compared to 4847% in the ~~second~~third quarter of 2024 primarily due to a change in mix shift in the product revenue.

Personal loans revenue of $3031.63 million in the ~~second~~third quarter of 2025 increased 1412% from the ~~second~~third quarter of 2024. ~~primarily~~Our ~~due~~lender topartners ~~increases~~remain in ~~the~~growth ~~number~~mode, ~~of consumers completing request forms. Some of our prime~~ and ~~mid-prime~~we ~~lender partners~~ have begun to ~~increase~~see ~~credit availability to~~ a ~~broader~~broadening ~~segment~~in ofcredit ~~our~~appetite ~~consumer~~that ~~traffic.~~has Weled ~~continue~~ to ~~iterate~~a ~~and~~meaningful ~~enhance~~increase ~~our matching algorithms that aim to better align lenders and consumers, resulting~~ in ~~higher~~close ~~conversion~~ rates ~~and~~for ~~closed~~our ~~loans at positive unit economics~~consumers. We ~~are~~expect ~~continually~~record ~~testing~~credit ~~and~~card ~~improving~~balances ~~our~~by ~~matching~~consumers, ~~platform~~the toconsolidation ~~ensure~~of ~~both~~which ~~our~~is ~~lending~~the ~~partners~~largest ~~and~~use ~~consumers~~case ~~are~~for ~~being~~personal ~~paired~~loan ~~at the optimum rate~~applicants, ~~maximizing~~should ~~close~~provide ~~rates~~opportunity for ~~our~~strong ~~partners~~growth ~~while~~in ~~also~~this ~~helping~~product ~~customers~~into ~~obtain~~next ~~the best priced loans they qualify for~~year.

Small business revenue increased 6150% in the ~~second~~third quarter of 2025 from the ~~second~~third quarter of 2024,. ~~due~~Through ~~to increases in~~ the ~~number of consumers completing request forms and in revenue earned per consumer. The~~ investment to grow our concierge sales team ~~has~~we ~~strengthened~~have ~~our~~built ~~renewal~~a ~~and~~durable ~~lender~~platform ~~bonus~~to ~~revenue~~further ~~streams.~~scale ~~Improved unit economics from~~ this ~~investment has allowed us to increase our marketing spend to capture more high-intent small~~ business ~~owners~~going ~~searching for new loans~~forward. We are ~~focused~~actively ontesting ~~growing~~how ~~the~~we ~~number~~can ~~and~~efficiently ~~types~~engage ofthis ~~lenders~~higher-touch onmodel ~~our~~to ~~small~~other ~~business~~products ~~network,~~offered ~~including~~ in ~~the~~our ~~government SBA loan market~~marketplace.

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

Insurance

Insurance revenue increased 2120% to $~~147~~203.25 million in the ~~second~~third quarter of 2025 from the ~~second~~third quarter of 2024 and segment profit increased 1015% to $4047.06 million in the ~~second~~third quarter of 2025 from the ~~second~~third quarter of 2024. ~~Carrier~~ demand for new auto insurance customers has been strong, with volume increasing 19% in the second quarter of 2025 compared to the second quarter of 2024, as carriers are broadly experiencing strong underwriting results following multiple quarters of premium increases and stable loss cost trends. Higher consumer rates remains the primary driver of increased consumer shopping traffic to our websites. Demand from our carrier partners remain at relatively elevated levels and we continue to be optimistic about the remainder of 2025.

~~Segment~~Insurance ~~margin~~carriers ~~declined~~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 ~~27%~~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 ~~second~~maximum ~~quarter~~level of ~~2025~~carrier advertising budgets when we have an opportunity to drive incremental segment profit and take share from ~~30%~~competitors. inThese ~~the~~incremental ~~second~~dollars ~~quarter~~have ofpressured ~~2024~~overall assegment ~~continued~~margin ~~strong~~while ~~demand~~simultaneously ~~requires~~contributing to robust segment profit. We expect the ~~use~~strength of ~~our~~this ~~highest~~insurance ~~cost~~cycle ~~marketing~~to ~~channels~~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.

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. 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. Variable marketing margin is a measure of the efficiency of our operating model, measuring revenue after subtracting variable marketing expense. 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

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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. 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. We provide and encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures discussed below.

Variable marketing expense is defined as the expense attributable to variable costs paid for advertising, direct marketing and related expenses, and excluding overhead, fixed costs and personnel-related expenses. The majority of these variable advertising costs are expressly intended to drive traffic to our websites and these variable advertising costs are included in selling and marketing expense on our consolidated statements of operations and comprehensive income. Variable marketing margin is defined as revenue less variable marketing expense.

The following shows the calculation of variable marketing margin:

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2025

2024

2025

2024

(in thousands)

Revenue

~~250~~307,~~116~~792

~~210~~260,~~140~~789

~~489~~797,~~844~~636

~~377~~638,~~908~~697

Variable marketing expense

~~166~~214,~~468~~568

~~139~~183,~~247~~566

~~328~~543,~~469~~037

~~237~~421,~~568~~134

Variable marketing margin

8393,~~648~~224

7077,~~893~~223

~~161~~254,~~375~~599

~~140~~217,~~340~~563

Below is a reconciliation of selling and marketing expense, the most directly comparable GAAP measure, to variable marketing expense:

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2025

2024

2025

2024

(in thousands)

Selling and marketing expense

~~176~~225,~~753~~051

~~148~~193,~~387~~542

~~349~~574,~~504~~555

~~256~~450,~~563~~105

Non-variable selling and marketing expense

(10,~~285~~483)

(9,~~140~~976)

(2131,~~035~~518)

(1828,~~995~~971)

Variable marketing expense

~~166~~214,~~468~~568

~~139~~183,~~247~~566

~~328~~543,~~469~~037

~~237~~421,~~568~~134

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The following is a reconciliation of net income (loss), the most directly comparable GAAP measure, to variable marketing margin:

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2025

2024

2025

2024

(in thousands)

Net income (loss)

810,~~862~~165

7(57,~~752~~978)

(36,~~513)~~652

8(49,~~768~~210)

Adjustments to reconcile to variable marketing margin:

Cost of revenue

1011,~~029~~017

89,~~411~~372

1930,~~937~~954

1626,~~956~~328

Non-variable selling and marketing expense (1)

10,~~285~~483

9,~~140~~976

2131,~~035~~518

1828,~~995~~971

General and administrative expense

2526,~~034~~229

2726,~~118~~680

5581,~~694~~923

5279,~~914~~594

Product development

11,~~473~~297

1011,~~374~~190

2334,~~377~~674

2233,~~231~~421

Depreciation

43,~~241~~995

4,~~601~~584

812,~~538~~533

913,~~268~~852

Amortization of intangibles

1,~~307~~288

1,~~467~~466

23,~~614~~902

24,~~956~~422

Restructuring and severance

~~357~~80

~~202~~273

1,~~155~~235

~~225~~498

Litigation settlements and contingencies

~~(2)~~69

~~(7)~~3,762

15,~~210~~279

293,791

Interest expense, net

1017,~~402~~907

110,~~201~~060

1937,~~486~~393

717,~~839~~899

Other income

(248)

(1,052)

(1,636)

(2,086)

Other (income) expense

(732)

57,391

(2,368)

55,305

Income tax expense (benefit)

1,908

1,686

(522)

2,245

Income tax expense

1,426

447

904

2,692

Variable marketing margin

8393,~~648~~224

7077,~~893~~223

~~161~~254,~~375~~599

~~140~~217,~~340~~563



(1)			Represents the portion of selling and marketing expense not attributable to variable costs paid for advertising, direct marketing and related expenses. Includes overhead, fixed costs and personnel-related expenses.

Adjusted EBITDA

We report Adjusted EBITDA as a supplemental measure to GAAP. 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. 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. We provide and encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures discussed below.

Definition of Adjusted EBITDA

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. 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. These non-GAAP measures may not be comparable to similarly titled measures used by other companies.

One-Time Items

Adjusted EBITDA is adjusted for one-time items, if applicable. Items are considered one-time in nature if they are non-recurring, infrequent, or unusual and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules. For the periods presented below, there are no adjustments for one-time items.

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Non-Cash Expenses that are Excluded from Adjusted EBITDA

Non-cash compensation expense consists principally of expense associated with grants of restricted stock, restricted stock units and stock options, some of which awards have performance-based vesting conditions. Non-cash compensation expense also includes expense associated with employee stock purchase plans. These expenses are not paid in cash, and we include the related shares in our calculations of fully diluted shares outstanding. Upon settlement of restricted stock units, exercise of certain stock options or vesting of restricted stock awards, the awards may be settled, on a net basis, with us remitting the required tax withholding amount from our current funds.

Amortization of intangibles are non-cash expenses relating primarily to intangible assets acquired through acquisitions. At the time of an acquisition, the intangible assets of the acquired company, such as purchase agreements, technology and customer relationships, are valued and amortized over their estimated lives.

The following table is a reconciliation of net income (loss), the most directly comparable GAAP measure, to Adjusted EBITDA.

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2025

2024

2025

2024

(in thousands)

Net income (loss)

810,~~862~~165

7(57,~~752~~978)

(36,~~513)~~652

8(49,~~768~~210)

Adjustments to reconcile to Adjusted EBITDA:

Amortization of intangibles

1,~~307~~288

1,~~467~~466

23,~~614~~902

24,~~956~~422

Depreciation

43,~~241~~995

4,~~601~~584

812,~~538~~533

913,~~268~~852

Restructuring and severance

~~357~~80

~~202~~273

1,~~155~~235

~~225~~498

Loss on impairments and disposal of assets

—593

~~413~~6

~~254~~847

~~781~~787

Loss on impairment of equity investments

~~1,225~~—

—58,376

1,225

—58,376

Non-cash compensation expense

45,~~967~~002

76,~~437~~859

1419,~~834~~836

1522,~~226~~085

Litigation settlements and contingencies

~~(2)~~69

~~(7)~~3,762

15,~~210~~279

293,791

Interest expense, net

1017,~~402~~907

110,~~201~~060

1937,~~486~~393

717,~~839~~899

Dividend income

(~~1,474~~730)

(~~1,225~~982)

(23,~~862~~592)

(23,~~259~~241)

Income tax expense (benefit)

1,908

1,686

(522)

2,245

Income tax expense

1,426

447

904

2,692

Adjusted EBITDA

3139,~~793~~795

2326,~~527~~873

5696,~~419~~214

4571,~~078~~951

Financial Condition, Liquidity and Capital Resources

General

As of ~~June~~September 30, 2025, we had $~~149~~68.16 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~~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.

WeIn ~~expect~~the third quarter of 2025, we refinanced our ~~cash~~2021 Credit Agreement and ~~cash~~2024 ~~equivalents~~Term Loan, ~~cash~~which ~~flows~~collectively had $402.8 million outstanding, with proceeds from ~~operations~~the to$400.0 bemillion ~~sufficient~~2025 toTerm ~~fund~~Loan ~~our~~and ~~operating~~cash ~~needs~~on ~~for~~hand ~~the~~at ~~next~~par ~~twelve~~plus ~~months~~accrued and ~~beyond~~unpaid interest. WeAs ~~will~~a ~~continue~~result toof ~~monitor~~the refinancing, we recognized a loss on the ~~impact~~extinguishment of $7.9 million due to the ~~current~~write-off ~~economic~~of ~~conditions,~~unamortized ~~including~~debt ~~interest~~issuance ~~rates~~costs and ~~inflation~~original onissue ~~our~~discount ~~liquidity~~costs which are included in interest expense, net in the consolidated statement of operations and ~~capital~~comprehensive ~~resources~~income.

AsSee ofNote ~~June 30,~~12—Debt ~~2025,~~for weadditional ~~had $95~~information.~~3 million outstanding on the 2025 Notes. On July 15, 2025, the outstanding 2025 Notes were fully repaid using cash on hand.~~

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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.

Equity Distribution Agreement

In July 2024, we entered into an Equity Distribution Agreement in connection with the establishment of an ATM Equity Program ~~(as defined in the 2024 Term Loan agreement)~~ 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 ~~six~~nine months of 2025.

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 ~~matures~~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 ~~matures~~was set to mature on September 15, 2028. ~~The~~ ~~proceeds of the Revolving Facility can be used to finance working capital, for general corporate purposes and any other purpose not prohibited by the Credit Agreement.~~ 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. ~~The remaining proceeds of $79.8 million may be used for general corporate purposes and any other purposes not prohibited by the Credit Agreement.~~

AsOn ofMarch ~~July 31~~27, ~~2025~~2024, we ~~have~~entered ~~outstanding~~a ~~$242.5 million~~first ~~under~~lien term loan facility (the ~~2021~~“2024 Term Loan”), ~~and~~consisting ~~the~~of ~~remaining~~$175.0 ~~borrowing~~million ~~capacity~~which ~~under~~was ~~the~~set ~~Revolving~~to ~~Facility~~mature ison March 27, 2031. We drew $~~200~~125.0 million. As of ~~June 30,~~the ~~2025,~~2024 weTerm ~~had~~Loan upon closing and drew the remaining $4550.90 million ~~available~~on ~~for~~March ~~borrowing~~27, ~~under~~2025. The proceeds of the ~~Revolving~~2024 ~~Credit~~Term ~~Facility.~~Loan Aswere ofused ~~July~~to ~~31,~~pay ~~2025,~~fees ~~following~~and expenses incurred in connection with the ~~repayment~~closing of the ~~2025~~2024 ~~Notes,~~Term weLoan ~~have~~and ~~$20.0 million~~delayed ~~available~~draw term loan, and was used for ~~borrowing~~working ~~under~~capital and general corporate purposes, including the ~~Revolving~~repayment ~~Facility~~of our 2025 Notes on July 15, 2025.

On ~~March~~August 2721, ~~2024~~2025, we entered into a $475.0 million first lien term loan facility (the ~~“2024~~"2025 ~~Term Loan”~~Facility"), consisting of a $~~175.0~~75 million ~~which~~revolving ~~matures~~credit onfacility ~~March~~(the ~~27,~~"2025 ~~2031.~~Revolving WeFacility") ~~drew~~and a $~~125~~400.0 million ofterm loan facility (the ~~2024~~"2025 Term Loan"), ~~upon~~both ~~closing~~with ~~and~~maturities ~~drew~~of ~~the~~August ~~remaining $50.0 million on March 27~~21, ~~2025~~2030. ~~The~~Proceeds ~~proceeds~~from of the ~~2024~~2025 ~~Term~~Facility ~~Loan~~ were used to ~~pay~~refinance ~~fees and expenses incurred in connection with~~ the ~~closing~~Credit ofAgreement ~~the~~and 2024 Term Loan, ~~and~~mentioned ~~delayed draw term loan~~above, and ~~will be used~~ for working capital and general corporate purposes~~, including the repayment of our 2025 Notes on July 15, 2025~~. ~~The funding had a $3.1 million original issue discount and associated debt issuance costs of $4.3 million.~~

WeAs ~~filed an ATM Shelf Registration (as defined in the 2024 Term Loan agreement) with the SEC in the third quarter~~ of ~~2024.~~September 30, ~~In the event of a default in the minimum Consolidated EBITDA (as defined in the 2024 Term Loan agreement) covenant in the 2024 Term Loan~~2025, we ~~are~~had ~~required~~$400.0 million toborrowings ~~utilize~~outstanding ~~the~~under ~~ATM Equity Program (as defined in~~ the ~~2024~~2025 Term Loan ~~agreement) to sell common stock~~ and ~~use~~ the ~~proceeds~~remaining toborrowing ~~cure~~capacity under the ~~event~~2025 ofRevolving ~~default~~Facility inis ~~the~~$75.0 ~~minimum~~million. ~~Consolidated~~As ~~EBITDA~~of ~~covenant.~~October 31, ~~Additionally~~2025, we ~~may~~have ~~use the ATM Equity Program to maintain the~~ $4075.0 million ~~minimum~~available ~~cash~~for ~~balance~~borrowing ~~requirement~~under in the ~~2024~~2025 ~~Term~~Revolving ~~Loan~~Facility.

As of July 31, 2025, we had $160.3 million borrowings outstanding under the 2024 Term Loan.

See Note 12—Debt, in Part I. Item 1 Financial Statements, for additional information.

Cash Flows

Our cash flows are as follows:

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2025		2024
	(in thousands)
Net cash provided by operating activities	$	2756,~~743~~575	$	~~765~~46,022
Net cash used in investing activities	(6,~~158~~926)		(58,~~474~~396)
Net cash provided by (used in) financing activities	20,952		(40,578)
Net cash used in financing activities	(87,665)		(52,894)

Cash Flows from Operating Activities

Our largest source of cash provided by our operating activities is revenues generated by our products. Our primary uses of cash from our operating activities include advertising and promotional payments. 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.

35Net 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.

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

Cash Flows from Investing Activities

Net cash used in investing activities in the first ~~six~~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.

Cash Flows from Financing Activities

Net cash ~~provided~~used byin financing activities in the first ~~six~~nine months of 2025 of $2187.07 million consisted primarily of ~~$49.5 million net proceeds from~~ the ~~2024 Term Loan, partially offset by the~~ repurchase of the 2025 Notes for $19115.70 million, term loan repayments of $6409.64 million and $2.38 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 ~~six~~nine months of 2024 ~~of $40.6 million~~ consisted primarily of the repurchase of the 2025 Notes for $~~151~~158.78 million, term loan repayments of $48.48 million and $2.38 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks as a result of changes to interest rates.

Interest Rate Risk

Other than our 2025 Credit Facility ~~and the 2024 Term Loan~~, we do not have any financial instruments that are exposed to significant market risk. We maintain our cash and cash equivalents in bank deposits and short-term, highly liquid money market investments. A hypothetical 100-basis point increase or decrease in market interest rates would not have a material impact on the fair value of our cash equivalents securities, or our earnings on such cash equivalents, but would have a $2.4.0 million annual effect on the interest paid on borrowings under the 2025 Credit Facility ~~and a $1~~.~~6 million annual effect on the interest paid on borrowings under the 2024 Term Loan.~~ As of ~~July~~October 31, 2025, the Company had $~~242~~400.50 million outstanding on its ~~2021~~2025 Term Loan, and there were no outstanding borrowings under its 2025 Revolving Facility. As ~~of July 31, 2025, the Company had $160.3 million outstanding on its 2024 Term Loan, which was entered into on March 27, 2024.~~

Fluctuations in interest rates affect consumer demand for new mortgages and the level of refinancing activity which, in turn, affects lender demand for mortgage leads. 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 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 can be adversely affected by the overall reduced demand for refinancing in a rising rate environment.

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models of our lenders, and our revenue earned per consumer can be adversely affected by the overall reduced demand for refinancing in a rising rate environment.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), management, with the participation of our principal executive officer (our Chief Executive Officer) and principal financial officer (our Chief Financial Officer), evaluated, as of the end of the period covered by this report, the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is accumulated and communicated to a company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective, as of June 30, 2025, to reasonably ensure that information required to be disclosed and filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified, and that management will be timely alerted to material information required to be included in our periodic reports filed with the Securities and Exchange Commission.

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Financial Officer), evaluated, as of the end of the period covered by this report, the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is accumulated and communicated to a company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective, as of September 30, 2025, to reasonably ensure that information required to be disclosed and filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified, and that management will be timely alerted to material information required to be included in our periodic reports filed with the Securities and Exchange Commission.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended ~~June~~September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we are party to litigation involving property, contract, intellectual property, data privacy and security, and a variety of other claims. The amounts that may be recovered in such matters may be subject to insurance coverage. We have provided information about certain legal proceedings in which we are involved in Part I, Item 3. Legal Proceedings of our 2024 Annual Report and updated that information in Note 13—Contingencies to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

Risk factors that affect our business and financial results are discussed in Part I, Item 1A "Risk Factors," in our 2024 Annual Report. ~~There~~Other than the modified risk factor below, there have been no material changes to the risk factors included in our 2024 Annual Report.

You should carefully consider the risks described in our 2024 Annual Report, which could materially affect our business, financial condition or future results. The risks described in our 2024 Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.

We rely on the performance of highly skilled personnel and if we are unable to attract, retain, develop and motivate well-qualified employees, our business and results of operations could be harmed. Loss of our key management or other personnel, including the recent unexpected passing of our Founder, former Chairman and Chief Executive Officer, could adversely impact our business.

We believe our success has depended, continues to depend and in the future will depend on the efforts and talents of our management team and our highly skilled employees and workers, including our software engineers, analysts, marketing professionals and sales staff. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. The loss of any of our senior management or key employees could materially and adversely affect our ability to build on the efforts that they have undertaken and to execute our business plan, and we may not be able to find adequate replacements.

On October 13, 2025, we announced the unexpected passing of Doug Lebda, our Founder and former Chairman and Chief Executive Officer. Mr. Lebda had served as member of our board of directors and as our chief executive officer since January 2008. Following Mr. Lebda’s death, on October 13, 2025, our board of directors appointed Scott Peyree to serve as our President and Chief Executive Officer, effective immediately. Mr. Peyree will serve as our principal executive officer. Immediately prior to his appointment as our President and Chief Executive Officer, Mr. Peyree served as the Company’s Chief Operating Officer and President, LendingTree Marketplace. Our board of directors also appointed Mr. Peyree to the board of directors to fill the vacancy resulting from Mr. Lebda’s passing.

Despite our current efforts, we cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. If we do not succeed in attracting well-qualified employees or developing, retaining and motivating existing employees, our business and results of operations could be harmed.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

We have a stock repurchase program authorized for the repurchase of LendingTree common stock. Under this program, we can repurchase stock in the open market or through privately-negotiated transactions. We have used available cash to finance these repurchases. We will determine the timing and amount of any additional repurchases based on our evaluation of market conditions, applicable SEC guidelines and regulations, and other factors. This program may be suspended or discontinued at any time at the discretion of our board of directors. ~~Our 2024 Term Loan limits stock repurchases.~~ During the quarter ended ~~June~~September 30, 2025, no shares of ~~common stock were repurchased under the stock repurchase program. As of July 31, 2025, approximately $96.7 million remains authorized for share repurchase.~~

Additionally, the LendingTree 2023 Stock Plan and LendingTree 2023 Inducement Grant Plan allows employees to elect for us to withhold (or take back, with respect to restricted stock awards) shares of our common stock to satisfy federal and state withholding obligations upon the exercise of stock options, the settlement of restricted stock unit awards and the vesting of restricted stock awards granted to those individuals under the plans. During the quarter ended June 30, 2025, 9,031 shares were withheld related to these obligations under the LendingTree 2023 Stock Plan. The withholding of those shares does not affect the dollar amount or number of shares that may be purchased under the stock repurchase program described above.40

The following table provides information about the Company's purchases of equity securities during the quarter ended June 30, 2025.

Period	Total Number ofShares Purchased (1)	Average PricePaid per Share		Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms (2)	ApproximateDollar Value of Sharesthat May Yet BePurchased Under thePlans or Programs
					(in thousands)
4/1/2025 - 4/30/2025	697	$	43.44	—	$	96,655
5/1/2025 - 5/31/2025	5,146	$	37.86	—	$	96,655
6/1/2025 - 6/30/2025	3,188	$	36.37	—	$	96,655
Total	9,031	$	37.76	—	$	96,655

(1)During April 2025, May 2025 and June 2025, 697 shares, 5,146 shares and 3,188 shares, respectively (totaling 9,031 shares), were purchased to satisfy federal and state withholding obligations of our employees upon the settlement of restricted stock units and the exercise of stock options, all in accordance with our 2023 Stock Plan, as described above.

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common stock were repurchased under the stock repurchase program. As of October 31, 2025, approximately $96.7 million remains authorized for share repurchase.

Additionally, the LendingTree 2023 Stock Plan and LendingTree 2023 Inducement Grant Plan allows employees to elect for us to withhold (or take back, with respect to restricted stock awards) shares of our common stock to satisfy federal and state withholding obligations upon the exercise of stock options, the settlement of restricted stock unit awards and the vesting of restricted stock awards granted to those individuals under the plans. During the quarter ended September 30, 2025, 14,924 shares were withheld related to these obligations under the LendingTree 2023 Stock Plan. The withholding of those shares does not affect the dollar amount or number of shares that may be purchased under the stock repurchase program described above.

The following table provides information about the Company's purchases of equity securities during the quarter ended September 30, 2025.


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
					(in thousands)
7/1/2025 - 7/31/2025	3,564	$	38.75	—	$	96,655
8/1/2025 - 8/31/2025	1,337	$	49.47	—	$	96,655
9/1/2025 - 9/30/2025	10,023	$	67.58	—	$	96,655
Total	14,924	$	59.07	—	$	96,655

(1)During July 2025, August 2025 and September 2025, 3,564 shares, 1,337 shares and 10,023 shares, respectively (totaling 14,924 shares), were purchased to satisfy federal and state withholding obligations of our employees upon the settlement of restricted stock units and the exercise of stock options, all in accordance with our 2023 Stock Plan, as described above.

(2)See the narrative disclosure above the table for further description of our publicly announced stock repurchase program.

Item 5. Other Information

During the fiscal quarter ended ~~June~~September 30, 2025, none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement." Further, during the fiscal quarter ended ~~June~~September 30, 2025, the Company did not adopt or terminate a Rule 10b5-1 trading arrangement.

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Item 6. Exhibits

Exhibit

Description

Location

3.1

Amended and Restated Certificate of Incorporation of LendingTree, Inc.

Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed August 25, 2008

3.2

Fourth Amended and Restated By-laws of LendingTree, Inc.

Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed November 15, 2017

10.1

Credit Agreement Dated August 21, 2025

Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed August 21, 2025

31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

†

31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

†

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

††

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

††

101.INS

XBRL Instance Document — The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

†††

101.SCH

XBRL Taxonomy Extension Schema Document

†††

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

†††

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

†††

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

†††

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

†††

104

Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101)

†††

________________________________________________________________________________________________________________________________

† Filed herewith.

†† Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Exchange Act and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

††† Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act ~~of 1933, as amended,~~ are deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise are not subject to liability under those sections.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~July~~October 31, 2025


			LENDINGTREE, INC.

			By:			/s/ JASON BENGEL
						Jason Bengel
						Chief Financial Officer
						(principal financial officer and duly authorized officer)

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