UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~ 31August 21, 2025

LendingTree, Inc.

(Exact name of registrant as specified in charter)

Delaware

001-34063

26-2414818

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

1415 Vantage Park Dr., Suite 700,

Charlotte

28203

1415 Vantage Park Dr., Suite 700, Charlotte, NC

28203

(Address of principal executive offices)

(Zip Code)

~~(Zip Code)~~

Registrant’s telephone number, including area code: (704) 541-5351

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ~~Emerging growth 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. ☐

Item 2 1.0201. ~~Results~~ ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition~~Definitive Agreement.

On ~~July 31~~August 21, 2025, LendingTree, Inc. (NASDAQ: TREE) (the ~~“Registrant”~~"Company") ~~announced~~entered ~~financial~~into ~~results~~a ~~for~~$475 million first lien term loan facility (the ~~quarter~~"Facility") ~~ended~~with Bank ~~June 30~~of America, ~~2025~~N. A., ~~copy~~as ofadministrative agent (the ~~related~~"Agent"), ~~press~~and ~~release~~Bank isof ~~furnished~~America, N.A. and Truist Securities, Inc., as ~~Exhibit 99~~joint lead arrangers.1 ~~and~~The aFacility ~~copy~~is comprised of (i) $400 million in initial term loans (the ~~related~~"Initial ~~Shareholder~~Term ~~Letter~~Loans") isand ~~attached~~(ii) ~~hereto~~$75 million asin ~~Exhibit~~revolving 99loans (the “Revolver” or "Revolving Loans").2 ~~and~~The islenders ~~incorporated~~include ~~herein~~a syndicate of banks arranged by ~~reference~~Bank of America and Truist with the Company’s approval.

The ~~information~~Facility ~~contained~~has ina ~~this~~maturity of ~~Current~~five ~~Report~~years. ~~shall~~Interest ~~not~~on bethe ~~deemed~~Initial toTerm beLoans ~~“filed”~~is ~~for~~charged ~~purposes~~at ofSOFR ~~Section~~plus 18450 ofbasis ~~the~~points, ~~Securities~~subject ~~Exchange~~to ~~Act~~a of25-basis ~~1934~~point ~~(the~~margin ~~“Exchange~~step-down upon ~~Act”) or otherwise subject to~~ the ~~liabilities~~achievement of ~~that section, nor shall it be incorporated by reference into~~ a ~~filing~~corporate ~~under~~family ~~the~~rating ~~Securities Act~~ of ~~1933,~~B2 (stable) or ~~the~~better ~~Exchange~~from ~~Act,~~Moody’s. ~~except~~Interest ason ~~shall~~the beRevolving ~~expressly~~Loans ~~set~~is ~~forth~~charged at bySOFR ~~specific~~plus ~~reference~~350 inbasis ~~such a filing~~points.

~~Item~~Proceeds ~~9.01. Financial~~from ~~Statements~~the Facility will be used to refinance the Company’s existing facilities with Truist and ~~Exhibits~~Apollo and for working capital and general corporate purposes.

Exhibit No.						Exhibit Description
99.1						Press Release, dated July 31, 2025, with respect to the Registrant’s financial results for the quarter ended June 30, 2025.
99.2						Shareholder Letter, dated July 31, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

The Facility contains a financial covenant requiring the Company to maintain a first lien net leverage ratio of not more than 5.0x, tested quarterly when the Revolver is drawn in an amount equal to or greater than $20 million (other than undrawn or cash-collateralized letters of credit).

~~SIGNATURE~~The Facility also includes customary negative covenants, including covenants limiting the incurrence of additional indebtedness, the creation of liens, investments, dispositions, and restricted payments.

~~Pursuant~~Mandatory toprepayments under the ~~requirements~~Facility include: (i) an asset sale sweep subject to a $50 million threshold with reinvestment rights within 18 months (plus an additional 6 months if a reinvestment contract is entered into within such 18-month period), (ii) an excess cash flow sweep equal to 50% of excess cash flow beginning with the ~~Securities~~fiscal ~~Exchange~~year ~~Act~~ending ofDecember ~~1934~~31, 2026, stepping down to 25% if the ~~Registrant~~first ~~has~~lien ~~duly~~leverage ~~caused~~ratio ~~this~~is ~~report~~less tothan 3.0x beand ~~signed~~0% onif ~~its~~less ~~behalf~~than by2.5x, subject to a minimum threshold equal to the ~~undersigned~~greater ~~hereunto~~of ~~duly~~$23 ~~authorized~~million or 20% of EBITDA, and (iii) a debt issuance sweep of 100%.

July 31, 2025
	LENDINGTREE, INC.
	By:	/s/ Jason Bengel
		Jason Bengel
		Chief Financial Officer

The Facility is secured by a lien on substantially all of the Company’s and its material subsidiaries’ assets, subject to certain exceptions.

The summary above is qualified in its entirety by the terms of the Credit Agreement, which is filed herewith as Exhibit 99.1.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure in Item 1.01 above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Exhibit Description
99.1		Credit Agreement dated August 21, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

Date: August 21, 2025

	LENDINGTREE, INC.

	By:	/s/ Jason Bengel
		Jason Bengel
		Chief Financial Officer

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