LendingTree Inc
For the period ended Dec 31, 2024. Filed Mar 7, 2025.
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FY2024 · Filed Mar 7, 2025
TREE$35.35-3.1%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) List of documents filed as part of this report:
(1) Consolidated Financial Statements of LendingTree, Inc.
Report of Independent Registered Public Accounting Firm: PricewaterhouseCoopers LLP.
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022.
Consolidated Balance Sheets as of December 31, 2024 and 2023.
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2024, 2023 and 2022.
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022.
Notes to Consolidated Financial Statements.
(2) Consolidated Financial Statement Schedules of LendingTree, Inc.
All consolidated financial statements and schedules have been omitted since the required information is included in the consolidated financial statements or the notes thereto, or is not applicable or required.
(3) Exhibits
The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith or incorporated herein by reference to the location indicated below.
| Exhibit Number | Description | Location | ||
| 1.1 | Equity Distribution Agreement by and among the Company, BofA Securities, Inc. and Citigroup Global Markets Inc., dated July 30, 2024. | Exhibit 1.1 to the Registrant's Current Report on Form 8-K filed July 31, 2024 | ||
| 2.1 | Separation and Distribution Agreement among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc., dated August 20, 2008. | Exhibit 2.1 to the Registrant's Registration Statement on Form S-1 (No. 333-152700), filed August 1, 2008 | ||
| 2.2 | Tax Sharing Agreement among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc., dated August 20, 2008. | Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed August 25, 2008 | ||
| 2.3 | Employee Matters Agreement among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc., dated August 20, 2008. | Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed August 25, 2008 | ||
| 2.4 | Transition Services Agreement among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc., dated August 20, 2008. | Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed August 25, 2008 | ||
| 2.5 | Spinco Assignment and Assumption Agreement among IAC/InterActiveCorp, Tree.com, Inc., Liberty Media Corporation and Liberty USA Holdings, LLC, dated August 20, 2008. | Exhibit 10.6 to the Registrant's Current Report on Form 8-K filed August 25, 2008 | ||
| 2.6 | Asset Purchase Agreement among Home Loan Center, Inc., First Residential Mortgage Network, Inc. dba SurePoint Lending, and the shareholders of First Residential Mortgage Network named therein, dated November 15, 2010. | Exhibit 2.1 to Registrant's Current Report on Form 8-K filed November 16, 2010 | ||
| 2.7 | First Amendment to Asset Purchase Agreement among HLC, SurePoint and the shareholders party thereto, dated March 14, 2011. | Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed March 21, 2011 | ||
| 2.8 | Second Amendment to Asset Purchase Agreement among HLC, SurePoint and the shareholders party thereto, dated March 15, 2011. | Exhibit 2.2 to the Registrant's Current Report on Form 8-K filed March 21, 2011 |
| Exhibit Number | Description | Location | ||
| 2.9 | Asset Purchase Agreement among Tree.com, Inc., Home Loan Center, Inc., LendingTree, LLC, HLC Escrow, Inc. and Discover Bank, dated May 12, 2011** | Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed May 16, 2011 | ||
| 2.10 | Asset Purchase Agreement among LendingTree, LLC, RealEstate.com, Inc. and Market Leader, Inc., dated September 15, 2011** | Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed September 21, 2011 | ||
| 2.11 | Amendment to Asset Purchase Agreement among Home Loan Center, Inc., HLC Escrow, Inc., LendingTree, LLC, Tree.com, Inc., Discover Bank and Discover Financial Services, dated February 7, 2012** | Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed February 8, 2012 | ||
| 2.12 | Membership Interest Purchase Agreement, dated as of November 16, 2016, by and among LendingTree, LLC, Iron Horse Holdings, LLC, all of the members of Iron Horse Holdings, LLC and Christopher J. Mettler. ** | Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed November 22, 2016 | ||
| 2.13 | Assignment and Assumption Agreement, dated November 2, 2017, by and among General Communication, Inc., Liberty Interactive Corporation, Liberty USA Holdings, LLC, Ventures Holdco, LLC, and LendingTree, Inc. | Exhibit 99.7(D) to the Registrant's Current Report on Form SC 13D/A filed November 3, 2017 | ||
| 2.14 | Unit Purchase Agreement dated as of October 4, 2018 by and among LendingTree, LLC, QuoteWizard.com, LLC, all of the members of QuoteWizard.com, LLC, and Scott Peyree as the Securityholders Representative. ** | Exhibit 2.1 to the Registrant’s Current Report on Form 8-K/A filed October 12, 2018 | ||
| 2.15 | Stock Purchase Agreement dated as of December 20, 2018 by and among LendingTree, LLC, Value Holding Inc., all of the shareholders of Value Holding Inc., and Jonathan Wu as the Sellers’ Representative. ** | Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed December 27, 2018 | ||
| 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 | ||
| 4.1 | Amended and Restated Restricted Share Grant and Shareholders' Agreement, among Forest Merger Corp., LendingTree, Inc., InterActiveCorp and the Grantees named therein, dated July 7, 2003* | Exhibit 10.8 to the Registrant's Registration Statement on Form S-1 (No. 333-152700), filed August 1, 2008 | ||
| 4.2 | Registration Rights Agreement among Tree.com, Inc., Liberty Media Corporation and Liberty USA Holdings, LLC, dated August 20, 2008. | Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed August 25, 2008 | ||
| 4.3 | Indenture for .0625% Convertible Senior Notes due 2022 | Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed May 31, 2017 | ||
| 4.4 | Purchase Agreement for .0625% Convertible Senior Notes due 2022 | Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed May 31, 2017 | ||
| 4.5 | Base Issuer Warrant Transaction | Exhibit 99.4 to the Registrant's Current Report on Form 8-K filed May 31, 2017 | ||
| 4.6 | Additional Issuer Warrant Transaction | Exhibit 99.5 to the Registrant's Current Report on Form 8-K filed May 31, 2017 | ||
| 4.7 | Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Exhibit 4.7 to the Registrant's Annual Report on Form 10-K filed February 27, 2020 | ||
| 4.8 | Indenture, dated as of July 24, 2020, between LendingTree, Inc. and Wilmington Trust, National Association | Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 24, 2020 | ||
| 10.1 | Employment Agreement between Douglas Lebda, the Company and LendingTree, LLC, dated November 30, 2020* | Exhibit 10.2 to Registrant's Annual Report on Form 10-K filed March 1, 2021 | ||
| 10.2 | LendingTree, Inc. 2017 Inducement Grant Plan* | Exhibit 4.4(A) to the Registrant's Registration Statement on Form S-8 (No. 333-218747), filed June 14, 2017 |
| Exhibit Number | Description | Location | ||
| 10.3 | Notice of Restricted Stock Unit Award Granted Under the LendingTree, Inc. 2017 Inducement Plan* | Exhibit 4.4(B) to the Registrant's Registration Statement on Form S-8 (No. 333-218747), filed June 14, 2017 | ||
| 10.4 | Restricted Stock Award Agreement* | Exhibit 4.4(C) to the Registrant's Registration Statement on Form S-8 (No. 333-218747), filed June 14, 2017 | ||
| 10.5 | 2011 Deferred Compensation Plan for Non-Employee Directors* | Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed April 30, 2015 | ||
| 10.6 | Deferred Compensation Plan for Non-Employee Directors* | Exhibit 10.15 to the Registrant's Registration Statement on Form S-1 (No. 333-152700), filed August 1, 2008 | ||
| 10.7 | Standard Terms and Conditions to Restricted Stock Award Letters of Tree.com BU Holding Company, Inc.* | Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed February 3, 2011 | ||
| 10.8 | Base Convertible Bond Hedge Transaction | Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed May 31, 2017 | ||
| 10.9 | Additional Convertible Bond Hedge Transaction | Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed May 31, 2017 | ||
| 10.10 | Credit Agreement, dated as of September 15, 2021 | Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed September 16, 2021 | ||
| 10.11 | Agreement of Purchase and Sale, by and among LendingTree, LLC and an affiliate of Greenstreet Real Estate Partners, L.P., dated October 17, 2016 | Exhibit 10.31 to the Registrant's Annual Report on Form 10-K filed February 28, 2017 | ||
| 10.12 | First Amendment to Purchase and Sale, by and among LendingTree, LLC and an affiliate of Greenstreet Real Estate Partners, L.P., dated November 28, 2016 | Exhibit 10.32 to the Registrant's Annual Report on Form 10-K filed February 28, 2017 | ||
| 10.13 | Employment Agreement dated December 21, 2017, among John David Moriarty, LendingTree, Inc., and LendingTree, LLC.* | Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed April 27, 2018 | ||
| 10.14 | Seventh Amended and Restated LendingTree, Inc. 2008 Stock Plan* | Incorporated by reference from Appendix C to the Registrant's Definitive Proxy Statement on Schedule 14A, filed on April 29, 2021 | ||
| 10.15 | Form of Notice of Stock Option Award Granted Under the LendingTree, Inc. 2008 Stock and Annual Incentive Plan* | Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 4, 2020 | ||
| 10.16 | Form of Notice of Restricted Stock Unit Award Granted Under the LendingTree, Inc. 2008 Stock and Annual Incentive Plan* | Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K filed February 28, 2023 | ||
| 10.17 | Form of Notice of Stock Option Award Granted to Non- Employee Directors Under the LendingTree, Inc. 2008 Stock and Annual Incentive Plan* | Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed August 4, 2020 | ||
| 10.18 | Form of Notice of Restricted Stock Unit Award Granted to Non-Employee Directors Under the LendingTree, Inc. 2008 Stock and Annual Incentive Plan* | Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed August 4, 2020 | ||
| 10.19 | Form of Base Convertible Note Hedge Confirmation | Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed July 24, 2020 | ||
| 10.19 | Form of Additional Convertible Note Hedge Confirmation | Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed July 24, 2020 | ||
| 10.21 | Form of Base Warrant Confirmation | Exhibit 99.4 to the Registrant’s Current Report on Form 8-K filed July 24, 2020 | ||
| 10.22 | Form of Additional Warrant Confirmation | Exhibit 99.5 to the Registrant’s Current Report on Form 8-K filed July 24, 2020 | ||
| 10.23 | LendingTree Executive Severance Pay Plan* | Exhibit 10.41 to the Registrant's Annual Report on Form 10-K filed March 03, 2021 | ||
| 10.24 | Memorandum on compensation changes for Trent Ziegler, dated May 12, 2021* | Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed July 30, 2021 |
| Exhibit Number | Description | Location | ||
| 10.25 | LendingTree, Inc. Employee Stock Purchase Plan* | Incorporated by reference from Appendix B to the Registrant's Definitive Proxy Statement on Schedule 14A, filed on April 29, 2021 | ||
| 10.26 | First Amendment to LendingTree, Inc. Employee Stock Purchase Plan* | Exhibit 99.3 to the Registrant's Registration Statement on Form S-8 (No. 333-258391), filed August 3, 2021 | ||
| 10.27 | LendingTree, Inc. 2023 Stock Plan | Incorporated by reference from Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on May 1, 2023 | ||
| 10.28 | LendingTree, Inc. 2023 Inducement Grant Plan | Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 28, 2023 | ||
| 10.29 | Form of Restricted Stock Unit Award pursuant to the 2023 Stock Plan | Exhibit 10.3 to the Registration Statement on Form S-8 (No. 333-273547) , filed July 31, 2023 | ||
| 10.30 | Form of Stock Option Award pursuant to the 2023 Stock Plan | Exhibit 10.4 to the Registration Statement on Form S-8 (No. 333-273547) , filed July 31, 2023 | ||
| 10.31 | Form of Restricted Stock Unit Award pursuant to the 2023 Inducement Grant Plan | Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 28, 2023 | ||
| 10.32 | Form of Stock Option Award pursuant to the 2023 Inducement Grant Plan | Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 28, 2023 | ||
| 10.33 | Employment Agreement between Jill Olmstead and the Company, dated October 1, 2018* | Exhibit 10.39 to the Registrant's Annual Report on Form 10-K filed March 1, 2022 | ||
| 10.34 | Separation Agreement between Neil Salvage and the Company, dated January 1, 2022* | Exhibit 10.40 to the Registrant's Annual Report on Form 10-K filed March 1, 2022 | ||
| 10.35 | Form of Note Repurchase Agreement dated March 6, 2023 | Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 9, 2023 | ||
| 10.36 | Separation Agreement between John David Moriarty and the Company, dated August 7, 2023* | Exhibit 10.36 to the Registrant's Annual Report on Form 10-K filed February 29, 2024 | ||
| 10.37 | First Amendment, dated December 29, 2023, to Employment Agreement between Douglas Lebda, the Company and LendingTree, LLC, dated November 30, 2020* | Exhibit 10.37 to the Registrant's Annual Report on Form 10-K filed February 29, 2024 | ||
| 10.38 | Second Amendment, dated February 16, 2024, to Employment Agreement between Douglas Lebda, the Company and LendingTree, LLC, dated November 30, 2020* | Exhibit 10.38 to the Registrant's Annual Report on Form 10-K filed February 29, 2024 | ||
| 10.39 | Consulting Agreement between John David Moriarty and the Company, dated August 7, 2023* | Exhibit 10.39 to the Registrant's Annual Report on Form 10-K filed February 29, 2024 | ||
| 10.40 | Credit Agreement dated as of March 27, 2024 by and among the Company, the lenders party thereto, Apollo Administrative Agency LLC, as administrative agent and collateral agent, and Apollo Global Funding, LLC, as sole lead arranger and bookrunner.** | Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2024 | ||
| 10.41 | First Amendment to Credit Amendment, dated as of September 25, 2024, by and among the Company, the lenders party thereto, Apollo Administrative Agency, as administrative agent and collateral agent. | Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2024 | ||
| 10.42 | Third Amendment, dated January 8, 2025, to Employment Agreement between Douglas Lebda, the Company and LendingTree, LLC, dated November 30, 2020* | † | ||
| 19 | LendingTree, Inc. Securities Trading and Related Matters Policy | † | ||
| 21.1 | Subsidiaries of LendingTree, Inc. | † | ||
| 23.1 | Consent of independent registered public accounting firm. | † |
| Exhibit Number | Description | Location | ||
| 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 | †† | ||
| 97 | LendingTree, Inc. Clawback Policy* | Exhibit 97 to the Registrant's Annual Report on Form 10-K filed February 29, 2024 | ||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ††† | ||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ††† | ||
| 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.LAB | XBRL Taxonomy Extension Label Linkbase Document | ††† | ||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ††† | ||
| 101.SCH | XBRL Taxonomy Extension Schema 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 Securities Exchange Act of 1934, as amended, 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 Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
- Management contract or compensation plan or arrangement.
** Certain schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted schedules to the SEC upon its request.
- Portions of this exhibit have been omitted pursuant to a request for confidential treatment and this exhibit has been submitted separately to the SEC.
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