LendingTree, Inc.
For the period ended Jun 17, 2026. Filed Apr 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 17, 2026 · Filed Apr 27, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
LENDINGTREE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2026 Annual
Meeting of Stockholders
| AGENDA ITEM | BOARD RECOMMENDATION | FOR MORE INFORMATION | Annual Meeting of Stockholders | |
|---|---|---|---|---|
| 1. To elect nine members of our Board of Directors (“Board of Directors” or “Board”), each to hold office for a one-year term ending on the date of the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s death or removal or resignation from our Board of Directors) | ✓ | FOR (all nominees) | Page 17 | June 17, 2026 11:00 a.m. Eastern Time Virtual Meeting via Live Webcast: www.virtualshareholdermeeting.com/TREE2026 |
| 2. Advisory vote to approve LendingTree’s (the “Company” or “LendingTree”) executive compensation (say on pay) | ✓ | FOR | Page 27 | |
| 3. To ratify the selection of PricewaterhouseCoopers LLP as LendingTree’s independent registered public accounting firm | ✓ | FOR | Page 54 |
Note: We also will consider any other matters that may properly be brought before the Meeting (and any postponements or adjournments of the Meeting). As of the date of this Proxy Statement, we have not received notice of any such matters.
HOW TO VOTE
| Your vote is important. Please vote as promptly as possible. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 17, 2026 (the “Meeting” or “Annual Meeting”): Both the Proxy Statement and LendingTree’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), are available electronically at: www.proxyvote.com | ||
| At the Virtual meeting Attend the Annual Meeting at www.virtualshareholdermeeting.com/TREE2026 (using the 16-digit control number included on your proxy card or voting instruction form) | Mail Please mail your completed proxy card or voting instruction form following the instructions provided therein | |
|---|---|---|
| Telephone Instructions provided in your proxy card or voting instruction form | Internet Instructions provided in your proxy card or voting instruction form | |
2026 Virtual Annual Stockholder Meeting
The Meeting will be a virtual annual meeting. You will not be able to attend the Meeting in person, but we are committed to ensuring that stockholders will be afforded comparable rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the Meeting online, vote your shares electronically and submit questions prior to the Meeting by visitingwww.virtualshareholdermeeting.com/TREE2026. To participate in the virtual Meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. The Meeting webcast will begin promptly at 11:00 a.m. Eastern Time on June 17, 2026. We encourage you to access the Meeting prior to the start time.Online check-in will begin at 10:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual Meeting during the check-in process or Meeting time, a technical assistance phone number will be available to you on the virtual Meeting registration page once online check-in begins. Technical assistance will be available through the conclusion of the Annual Meeting.
Our Board of Directors has setApril 20, 2026, as the record date for the Annual Meeting. This means that holders of record of our common stock at the close of business on that date are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.
Notice
We are distributing to certain stockholders a Notice of Internet Availability of Proxy Materials on or about April 27, 2026. This Notice informs those stockholders how to access our Proxy Statement and our 2025 Annual Report to Stockholders and how to vote electronically via the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials.
If there are questions pertinent to Meeting matters that cannot be answered during the Annual Meeting due to time constraints, management will post answers to a representative set of such questions atinvestors.lendingtree.com. The questions and answers will remain available until LendingTree’s proxy statement for its 2027 annual meeting of stockholders is filed.
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be held on June 17, 2026:Copies of the Proxy Statement and of our 2025 Annual Report are available by visiting the following website: www.proxyvote.com.
Heather Enlow-Novitsky
Corporate Secretary
A Letter to Our Stockholders
April 27, 2026
Dear Fellow LendingTree Stockholders:
On behalf of the Board of Directors, I am pleased to present LendingTree’s 2026 Proxy Statement and to reflect on a year of strong performance, meaningful progress, and profound personal loss.
Fiscal year 2025 was a year of significant achievement for LendingTree. The Company delivered strong financial and operational performance, demonstrating the resilience of our platform, the strength of our brand, and the disciplined execution of our strategy. We sharpened our focus on profitable growth, enhanced our product offerings, deepened relationships with our partners, and continued to deliver value to consumers navigating an increasingly complex financial services landscape.
These results reflect the dedication of our talented team and the effectiveness of our long-term strategy. We remained committed to operational excellence, innovation, AI leverage, and prudent capital allocation, positioning LendingTree for sustained growth. The Board is proud of the management team’s leadership and the organization’s ability to execute with focus and agility in a dynamic market environment.
While 2025 was marked by strong performance, it was also defined by an immeasurable loss. In October, we mourned the untimely passing of our Founder, Chairman, and Chief Executive Officer, Doug Lebda. Doug founded LendingTree with a bold vision: to empower consumers by giving them choice and transparency in one of life’s most important financial decisions. What began as a simple yet powerful idea grew under his leadership into a trusted marketplace serving millions of consumers. Doug’s passion, entrepreneurial spirit, and unwavering belief in putting customers first shaped not only our business model but also our culture. Doug led with conviction, integrity, and an extraordinary sense of purpose. He challenged us to think bigger, move faster, and never lose sight of the consumer. His energy was contagious, his standards were high, and his commitment to excellence was constant. The impact of his leadership extends well beyond our financial performance; it is embedded in LendingTree’s DNA.
Despite Doug’s passing, the Board is confident in the strength and depth of our management team and in the systems and processes Doug helped build over nearly three decades. LendingTree today is supported by experienced leaders who understand our strategy, share our values, and are fully committed to advancing our mission. Ourswift response and the seamless continuation of strong performance — anchored by our culture and discipline — have positioned us for a winning future.
The Board has full confidence in the Company’s direction and in the leadership team guiding it forward. The focus remains clear: disciplined execution, profitable growth, operational excellence, and continued innovation in service of our customers and partners. We are committed to preserving and building upon Doug’s legacy by continuing the work he began—with the same passion, integrity, and dedication that defined his leadership.
On behalf of the Board of Directors, I want to express our gratitude to our employees, partners, and you—our stockholders—for your continued trust and support. Your confidence in LendingTree enables us to pursue our mission and build for the long term. We are confident in LendingTree’s future. With a strong foundation, a dedicated leadership team, and a clear strategic path, we move forward united in purpose and committed to continuing to build enterprise value.
Thank you for your confidence in the LendingTree family!
Steve Ozonian
Chairman of the Board of Directors
LendingTree, Inc.
Table of Contents
| Proxy Summary | 2 | |
|---|---|---|
| 2025 Performance Highlights | 3 | |
| Board Highlights | 3 | |
| Executive Compensation Highlights | 5 | |
| Stockholder Engagement | 6 | |
| Certain Relationships and Related Transactions | 7 | |
| Related Person Transaction Policy | 8 | |
| Corporate Governance | 9 | |
| Corporate Governance Practices | 9 | |
| Board of Directors Responsibilities and Structure | 9 | |
| Director Independence | 11 | |
| Qualifications of Directors | 11 | |
| Stockholder Recommendations of Director Candidates | 12 | |
| Board Evaluation Process | 12 | |
| Board Committees and Charters | 12 | |
| Compensation Committee Interlocks and Insider Participation | 13 | |
| Stockholder Engagement Process | 14 | |
| Corporate Social Responsibility | 15 | |
| Proposal No. 1: Election of Directors | 17 | |
| Our Board Nominees | 17 | |
| Director Compensation | 24 | |
| Overview of Our Compensation Program for Non-Employee Directors | 24 | |
| Director Stock Ownership Guideline | 24 | |
| Director Compensation Table | 25 | |
| Outstanding Equity Awards for Directors at Fiscal Year-End 2025 | 26 | |
| Proposal No. 2: Advisory Vote to Approve Executive Compensation | 27 | |
| Compensation Committee Report | 28 | |
| Compensation Discussion and Analysis | 28 | |
| Executive Compensation Tables | 41 | |
| Fiscal 2025 Summary Compensation Table | 41 | |
| Grants of Plan-Based Awards During Fiscal 2025 | 43 | |
| Outstanding Equity Awards at Fiscal 2025 Year-End | 44 | |
| Option Exercises and Stock Vested During Fiscal 2025 | 45 | |
| Pension Benefits | 45 | |
| Potential Payments Upon Termination of Employment or Change in Control | 46 | |
| CEO Pay Ratio | 49 | |
| Pay-Versus-Performance Table | 50 | |
| Proposal No. 3: Ratification of Selection of Independent Registered Public Accounting Firm | 54 | |
| Audit Committee Report | 55 | |
| Stock Ownership Information | 56 | |
| Security Ownership Table | 56 | |
| Information About the Meeting, Voting and Proxies | 58 | |
| Appendix A – Information Regarding Non-GAAP Financial Measures | A-1 |
LENDINGTREE 2026 Proxy Statement 1
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.