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LendingTree, Inc.

For the period ended Sep 30, 2026. Filed Nov 6, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 6, 2026

TREE$36.49-1.4%Stored close · as of Nov 9, 2026

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Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

September 30,2026December 31,2025
(in thousands, except par value and share amounts)
ASSETS:
Cash and cash equivalents$82,709$81,073
Accounts receivable (net of allowance of $1,149 and $1,322, respectively)165,004110,582
Prepaid and other current assets37,66238,053
Total current assets285,375229,708
Property and equipment (net of accumulated depreciation of $29,510 and $28,387, respectively)29,19432,834
Operating lease right-of-use assets29,70931,655
Goodwill282,716381,539
Intangible assets, net34,25838,092
Deferred income tax assets120,939124,867
Other non-current assets22,05016,997
Total assets$804,241$855,692
LIABILITIES:
Current portion of long-term debt$3,936$3,926
Accounts payable, trade69,4336,735
Accrued expenses and other current liabilities108,801126,803
Total current liabilities182,170137,464
Long-term debt326,659387,694
Operating lease liabilities42,10743,597
Other non-current liabilities146140
Total liabilities551,082568,895
Commitments and contingencies (Note 11)
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; 17,397,550 and 17,124,837 shares issued, respectively, and 14,042,084 and 13,769,371 shares outstanding, respectively174171
Additional paid-in capital1,292,7861,280,903
Accumulated deficit(773,623)(728,099)
Treasury stock; 3,355,466 and 3,355,466 shares, respectively(266,178)(266,178)
Total shareholders' equity253,159286,797
Total liabilities and shareholders' equity$804,241$855,692

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
(in thousands, except per share amounts)
Revenue$343,588$307,792$984,277$797,636
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)11,67011,01734,63530,954
Selling and marketing expense260,508225,051735,529574,555
General and administrative expense26,43726,22980,13781,923
Product development10,24311,29731,74234,674
Depreciation4,1473,99512,60912,533
Amortization of intangibles1,2581,2883,8343,902
Goodwill impairment98,823—98,823—
Restructuring and severance519803,2971,235
Litigation settlements and contingencies260691,03615,279
Total costs and expenses413,865279,0261,001,642755,055
Operating (loss) income(70,277)28,766(17,365)42,581
Other income (expense), net:
Interest expense, net(9,129)(17,907)(26,178)(37,393)
Other income1,0097322,2102,368
(Loss) income before income taxes(78,397)11,591(41,333)7,556
Income tax benefit (expense)6,033(1,426)(4,191)(904)
Net (loss) income and comprehensive (loss) income$(72,364)$10,165$(45,524)$6,652
Weighted average shares outstanding:
Basic14,04013,62313,94413,538
Diluted14,04013,98813,94413,843
Net (loss) income per share:
Basic$(5.15)$0.75$(3.26)$0.49
Diluted$(5.15)$0.73$(3.26)$0.48

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Common Stock · Treasury Stock
TotalNumberof SharesAmountAdditionalPaid-inCapitalAccumulatedDeficitNumberof SharesAmount
(in thousands)
Balance as of December 31, 2025$286,79717,125$171$1,280,903$(728,099)3,355$(266,178)
Net income and comprehensive income17,266———17,266——
Non-cash compensation4,060——4,060———
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes(3,389)1832(3,391)———
Balance as of March 31, 2026$304,73417,308$173$1,281,572$(710,833)3,355$(266,178)
Net income and comprehensive income9,574———9,574——
Non-cash compensation6,216——6,216———
Issuance of common stock for stock options, employee stock purchase plan, restricted stock awards and restricted stock units, net of withholding taxes248821247———
Balance as of June 30, 2026$320,77217,390$174$1,288,035$(701,259)3,355$(266,178)
Net loss and comprehensive loss(72,364)———(72,364)——
Non-cash compensation4,896——4,896———
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes and cancellations(145)8—(145)———
Balance as of September 30, 2026$253,15917,398$174$1,292,786$(773,623)3,355$(266,178)
Common Stock · Treasury Stock
TotalNumberof SharesAmountAdditionalPaid-inCapitalAccumulatedDeficitNumberof SharesAmount
(in thousands)
Balance as of December 31, 2024$108,82116,747$167$1,254,239$(879,407)3,355$(266,178)
Net loss and comprehensive loss(12,375)———(12,375)——
Non-cash compensation9,927——9,927———
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes(2,630)1422(2,632)———
Balance as of March 31, 2025$103,74316,889$169$1,261,534$(891,782)3,355$(266,178)
Net income and comprehensive income8,862———8,862——
Non-cash compensation5,162——5,162———
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes345781344———
Balance as of June 30, 2025$118,11216,967$170$1,267,040$(882,920)3,355$(266,178)
Net income and comprehensive income10,165———10,165——
Non-cash compensation5,002——5,002———
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes(881)26—(881)———
Balance as of September 30, 2025$132,39816,993$170$1,271,161$(872,755)3,355$(266,178)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months EndedSeptember 30,
20262025
(in thousands)
Cash flows from operating activities:
Net (loss) income and comprehensive (loss) income$(45,524)$6,652
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss on impairments and disposal of assets6847
Amortization of intangibles3,8343,902
Depreciation12,60912,533
Non-cash compensation expense15,17220,091
Deferred income taxes3,9281,198
Bad debt expense515267
Amortization of debt issuance costs7941,360
Amortization of debt discount504335
Impairment of goodwill98,823—
Reduction in carrying amount of ROU asset, offset by change in operating lease liabilities(807)(762)
Gain on settlement of convertible debt—(266)
Loss on investments3591,225
Loss on repayment of term loans6727,861
Changes in assets and liabilities:
Accounts receivable(54,937)(51,921)
Prepaid and other assets(5,760)(5,439)
Accounts payable, accrued expenses and other current liabilities45,85661,733
Income taxes397(1,993)
Other, net7(1,048)
Net cash provided by operating activities76,44856,575
Cash flows from investing activities:
Capital expenditures(8,877)(9,423)
Proceeds from sale of fixed assets—2,497
Other investing activities52—
Net cash used in investing activities(8,825)(6,926)
Cash flows from financing activities:
Proceeds from term loan—450,000
Repayment of term loan(62,700)(409,375)
Payments related to net-share settlement of stock-based compensation, net of proceeds from exercise of stock options(3,287)(2,756)
Repayment and repurchase of 0.50% Convertible Senior Notes—(115,007)
Payment of revolver issuance costs—(1,432)
Payment of debt issuance costs—(5,095)
Payment of original issue discount—(4,000)
Net cash used in financing activities(65,987)(87,665)
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents1,636(38,016)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period81,073106,594
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period$82,709$68,578
Supplemental cash flow information:
Interest paid$24,223$28,424

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 its subsidiaries (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 insurance carriers, lenders and other providers seeking an efficient, scalable, and flexible source of customer acquisition with directly measurable benefits, by matching the consumer inquiries 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 September 30, 2026 and for the three and nine months ended September 30, 2026 and 2025, 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 nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or any other period. The accompanying consolidated balance sheet as of December 31, 2025 was derived from audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 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 2025 Annual Report.

Certain prior period amounts have been reclassified to conform to the current period presentation in the consolidated financial statements.

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 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.

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 September 30, 2026, 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.

Recently Adopted Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("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. The Company adopted this ASU on January 1, 2026, on a prospective basis and elected the practical expedient. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Recently Issued Accounting Pronouncements

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 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.

In December 2025, the FASB issued ASU No. 2025-11 which clarifies interim disclosure requirements in order to improve the consistency, clarity and navigability of interim financial statements. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The guidance in this ASU can be applied either on a prospective or a retrospective basis. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.

NOTE 3—REVENUE

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. The closing fee on an original loan and approval is estimated using 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. The closing fee on a renewal loan is estimated using historical renewal and commission rates.

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 total contract asset related to estimated variable consideration was $42.4 million and $33.5 million at September 30, 2026 and December 31, 2025, respectively, of which $25.4 million and $22.5 million, respectively, is included in prepaid and other current assets on the consolidated balance sheet. The non-current contract asset is included in other non-current assets on the consolidated balance sheet.

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. The Company recognized a decrease for closing and approval fees of $0.5 million in the third quarter of 2026, and an increase of $0.4 million in the third quarter of 2025.

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 EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Balance, beginning of the period$1,235$1,366$1,322$1,407
Charges to earnings3484515267
Write-off of uncollectible accounts receivable(123)(45)(694)(288)
Recoveries collected3—619
Balance, end of the period$1,149$1,405$1,149$1,405

NOTE 5—GOODWILL AND INTANGIBLE ASSETS

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

September 30,2026December 31,2025
Goodwill$903,227$903,227
Accumulated impairment losses(620,511)(521,688)
Net goodwill$282,716$381,539
Intangible assets with indefinite lives$10,142$10,142
Intangible assets with definite lives, net24,11627,950
Total intangible assets, net$34,258$38,092

Goodwill and Indefinite-Lived Intangible Assets

The Company's goodwill at September 30, 2026 consisted of $36.0 million (net of accumulated impairment losses of $23.3 million) associated with the Home segment, $90.6 million (net of accumulated impairment losses of $75.5 million) associated with the Consumer segment, and $156.1 million (net of accumulated impairment losses of $38.6 million) associated with the Insurance segment. The Company's goodwill at December 31, 2025 consisted of $59.3 million associated with the Home segment, $166.1 million associated with the Consumer segment, and $156.1 million (net of accumulated impairment losses of $38.6 million) associated with the Insurance segment.

During the third quarter of 2026, the Company’s market capitalization declined significantly compared to the second quarter of 2026. The closing stock price on September 30, 2026 was $24.43, reflecting a market capitalization which approximated the Company's book value. In September 2026 there was a shift in the Federal Reserve stance on interest rates as they increased the federal funds rate by 25 basis points and signaled the potential for additional increases which, with other continuing geopolitical events could continue to pressure demand for new borrowing in the Consumer reporting unit. Additionally, mortgage rates increased in the third quarter of 2026 and remain significantly higher than the low rates seen in 2021. The 10-year treasury rate (benchmark mortgage rates) increased in the third quarter to the highest rate in decades.

Based on these factors, it was concluded that a triggering event had occurred for the Home and Consumer reporting units, and an interim quantitative impairment test was performed as of September 30, 2026. Upon completing the quantitative goodwill impairment test, the Company concluded that the carrying values of the Home and Consumer reporting units exceeded their respective fair values, which resulted in a goodwill impairment charge of $23.3 million on the Home reporting unit and $75.5 million on the Consumer reporting unit. The fair values of each reporting unit were determined using a combination of the income approach and the market approach valuation methodologies.

The Company will continue to monitor the recovery of the Home and Consumer reporting units. Changes in the timing of the recovery compared to current expectations could cause further impairment to the Home or Consumer reporting units.

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

Intangible Assets with Definite Lives

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

CostAccumulatedAmortizationNet
Customer lists$68,000$(43,884)$24,116
Balance at September 30, 2026$68,000$(43,884)$24,116
CostAccumulatedAmortizationNet
Customer lists$69,100$(41,150)$27,950
Balance at December 31, 2025$69,100$(41,150)$27,950

Amortization of intangible assets with definite lives is computed on a straight-line basis and, based on balances as of September 30, 2026, future amortization is estimated to be as follows(in thousands):

Amortization Expense
Remainder of current year$1,258
Year ending December 31, 20274,948
Year ending December 31, 20284,539
Year ending December 31, 20292,767
Year ending December 31, 20302,767
Thereafter7,837
Total intangible assets with definite lives, net$24,116

NOTE 6—ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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

September 30,2026December 31,2025
Accrued advertising expense$70,883$69,250
Accrued compensation and benefits18,58025,707
Accrued professional fees1,3091,141
Customer deposits and escrows8,2998,114
Current lease liabilities3,1314,394
Accrued contingencies1,17613,001
Other5,4235,196
Total accrued expenses and other current liabilities$108,801$126,803

NOTE 7—SHAREHOLDERS' EQUITY

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

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Weighted average basic common shares14,04013,62313,94413,538
Effect of stock options—2——
Effect of dilutive share awards—363—305
Weighted average diluted common shares14,04013,98813,94413,843

For the third quarter and the first nine months of 2026, 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 was used to compute loss per share. Approximately 0.1 million shares and 0.2 million shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the third quarter and the first nine months of 2026, respectively, because their inclusion would have been anti-dilutive. For the third quarter of 2026, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 0.8 million shares of common stock and 0.5 million restricted stock units. For the first nine months of 2026, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 0.8 million shares of common stock and 0.3 million shares of restricted stock units.

For the third 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 0.8 million shares of common stock. For the first 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.

The convertible notes and the warrants issued by the Company could have been converted or exercised, respectively, into the Company’s common stock, subject to certain contingencies. The convertible notes were settled in 2025 and the warrants have expired and are no longer outstanding. The if-converted method was used for diluted net income per share of the convertible notes.

Approximately 0.2 million and 0.3 million shares in the third quarter and first nine months of 2025, 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 first nine months of 2026 and the third quarter and first nine months of 2025, 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. The warrants expired on February 11, 2026.

Equity Distribution Agreement

In July 2024, the Company entered into an Equity Distribution Agreement in connection with the establishment of an ATM Equity Program 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 nine months ended September 30, 2026.

Common Stock Repurchases

The Company has a plan authorized for the repurchase of LendingTree's common stock. During the first nine months of 2026 and 2025, the Company didnot repurchase shares of its common stock. At September 30, 2026, approximately $96.7 million of the previous authorizations to repurchase common stock remain available.

NOTE 8—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 EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Cost of revenue$141$73$415$101
Selling and marketing expense1,0126522,5381,987
General and administrative expense3,0983,6479,10115,510
Product development6456302,1062,238
Restructuring and severance——1,012255
Total non-cash compensation$4,896$5,002$15,172$20,091

Stock Options

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

Number of OptionsWeightedAverageExercisePriceWeightedAverageRemainingContractualTermAggregateIntrinsicValue(a)
(per option) · (in years) · (in thousands)
Options outstanding at January 1, 2026359,477$228.86
Granted——
Exercised——
Forfeited——
Expired(33,655)135.43
Options outstanding at September 30, 2026325,822238.511.59$—
Options exercisable at September 30, 2026325,822$238.511.59$—

(a)The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $24.43 on the last trading day of the quarter ended September 30, 2026 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 September 30, 2026. The intrinsic value changes based on the market value of the Company's common stock.

In October 2026, certain outstanding stock options totaling 175,529 expired unexercised. See Note 9—Income Taxes for further information.

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 ConditionsWeightedAverageExercisePriceWeightedAverageRemainingContractualTermAggregateIntrinsicValue(a)
(per option) · (in years) · (in thousands)
Options outstanding at January 1, 2026481,669$195.10
Granted——
Exercised——
Forfeited——
Expired——
Options outstanding at September 30, 2026481,669195.100.03$—
Options exercisable at September 30, 2026481,669$195.100.03$—

(a)The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $24.43 on the last trading day of the quarter ended September 30, 2026 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 September 30, 2026. The intrinsic value changes based on the market value of the Company's common stock.

As of September 30, 2026, no additional performance-based nonqualified stock options with a market condition had been earned or remain available to be earned.

In October 2026, all of the outstanding stock options with market conditions expired unexercised. See Note 9—Income Taxes for further information.

Restricted Stock Units

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

RSUs
Number of UnitsWeighted Average Grant Date Fair Value
(per unit)
Nonvested at January 1, 2026720,460$41.50
Granted545,25044.80
Vested(344,907)39.96
Forfeited(56,937)43.44
Nonvested at September 30, 2026863,866$44.07

Restricted Stock Units with Market Conditions

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

RSUs with Market Conditions (a)
Number of UnitsWeighted Average Grant Date Fair Value
(per unit)
Nonvested at January 1, 202679,000$38.39
Granted62,80029.36
Vested(9,000)35.01
Forfeited——
Nonvested at September 30, 2026132,800$34.35

(a)During the nine months ended September 30, 2026, the Company granted RSUs with market conditions that will vest if the Company's 90 trading day average closing stock price equals or exceeds certain price hurdles ($69.15, $83.85 and $98.55) during the performance period of March 5, 2026 to March 5, 2030. Upon achievement of each price hurdle, one-half of the awards will vest upon the later of the achievement date or theone-year anniversary of the grant date, 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.

Nine Months Ended September 30,
20262025
Expected term (1)4.04 years4.00 years
Expected volatility (2)76.84%74.09%
Risk-free interest rate (3)3.55%3.91%
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 RSUs, resulting in azero 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 September 30, 2026,52,604 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 typicallysix-month periods ending on June 30 and December 31 of each year. During the nine months ended September 30, 2026,21,700 shares were issued under the ESPP.

During the nine months ended September 30, 2026 and 2025, the Company granted employee stock purchase rights to certain employees with a grant date fair value per share of $16.42 and $14.00, 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:

Nine Months EndedSeptember 30,
20262025
Expected term (1)0.50 years0.50 years
Expected dividend (2)——
Expected volatility (3)55 - 80%71 - 79%
Risk-free interest rate (4)3.58 - 4.00%4.24 - 4.29%

(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 azero expected dividend rate.

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

(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 9—INCOME TAXES

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
(in thousands, except percentages)
Income tax benefit (expense)$6,033$(1,426)$(4,191)$(904)
Effective tax rate7.7%12.3%(10.1%)12.0%

For the third quarter of 2026, the effective tax rate varied from the federal statutory rate of 21% primarily due to a non-cash discrete tax benefit resulting from the write-off of a deferred tax liability related to a goodwill impairment. This benefit was partially offset by state taxes and various permanent non-deductible items. For the first nine months of 2026, the effective tax rate varied from the federal statutory rate of 21% primarily due to state taxes and various permanent non-deductible tax adjustments, which exceeded the non-cash benefit realized from the write-off of the goodwill-related deferred tax liability. For the third quarter and first nine months of 2025, 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.

Certain out-of-the-money stock options expired unexercised in October 2026, and as a result the Company is required to write-off the related deferred tax asset for share-based compensation in the fourth quarter of 2026, which will increase income tax expense by approximately $16.6 million and increase the effective tax rate.

NOTE 10—DEBT

On August 21, 2025, the Company entered into 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 the 2025 Revolving Facility, the “2025 Credit Facility”), which matures on August 21, 2030.

In the third quarter of 2026, the Company repurchased approximately $20.0 million in principal amount of the 2025 Term Loan for $19.7 million and made a voluntary principal prepayment of $40.0 million on the 2025 Term Loan. As a result of these prepayments, the Company recognized a $0.7 million loss on the extinguishment of debt which is included in interest expense, net in the consolidated statement of operations and income.

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

September 30,2026December 31,2025
Current Portion
Gross carrying amount$4,000$4,000
Debt issuance costs3237
Unamortized original issue discount3237
Net carrying amount$3,936$3,926
Long-term Portion
Gross carrying amount$332,000$395,000
Debt issuance costs2,6573,634
Unamortized original issue discount2,6843,672
Net carrying amount$326,659$387,694

As of September 30, 2026, the Company's borrowings outstanding under the 2025 Term Loan bear interest based on the Secured Overnight Financing Rate ("SOFR") of 8.15%. The carrying value of the Company's financial instruments are equal to fair value at September 30, 2026.

As of September 30, 2026, the Company hadno borrowings outstanding under the 2025 Revolving Facility.

The Company was in compliance with all covenants at September 30, 2026.

In the first nine months of 2026, the Company recorded interest expense related to its 2025 Credit Agreement of $25.3 million which consisted of $23.8 million associated with borrowings bearing interest based on the SOFR rate, $0.8 million associated with the amortization of debt issuance costs, $0.5 million associated with the accretion of the original issue discount, and $0.2 million in unused commitment fees.

In the first nine months of 2025, the Company recorded interest expense related to its 2025 Credit Agreement of $4.3 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, $0.1 million associated with the accretion of the original issue discount, and $0.1 million in unused commitment fees.

In the first nine months of 2025, the Company recorded 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. Additionally, a gain on the extinguishment of debt of $0.3 million for the repurchase of a portion of the 2025 Notes is included in interest expense, net in the consolidated statement of operations and comprehensive income.

In the first nine months of 2025, the Company recorded interest expense related to its credit agreement from 2021 of $14.5 million which consisted of $13.2 million associated with borrowings bearing interest at the SOFR option rate, $0.7 million in unused commitment fees and $0.6 million associated with the amortization of debt issuance costs.

In the first nine months of 2025, the Company recorded interest expense related to the March 27, 2024 first lien term loan facility of $10.3 million which consisted of $9.4 million associated with borrowings bearing interest based on the SOFR option 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.

NOTE 11—CONTINGENCIES

Overview

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 11, 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.

As of September 30, 2026 and December 31, 2025, the Company had litigation settlement accruals of $1.2 million and $13.0 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 for $19.0 million. The settlement was approved by the court on September 29, 2025, and the matter was dismissed with prejudice. The settlement was payable inthree equal installments. The first payment was made in October 2025, the second payment was made in the first quarter of 2026, and the final payment was made in the second quarter of 2026.

NOTE 12—RELATED PARTY TRANSACTIONS

In the first quarter of 2026, the Company's Board of Directors approved a $0.4 million contribution to the LendingTree Foundation that the Company paid in the second quarter of 2026. Officers of the Company serve as officers of the LendingTree Foundation.

NOTE 13—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.

Three Months Ended September 30, 2026
HomeConsumerInsuranceOtherTotal
(in thousands)
Revenue$41,454$67,203$234,931$—$343,588
Segment marketing expense29,05337,628180,70958247,448
Segment profit (loss)12,40129,57554,222(58)96,140
Cost of revenue11,670
Brand and other marketing expense13,060
General and administrative expense26,437
Product development10,243
Depreciation4,147
Amortization of intangibles1,258
Goodwill impairment98,823
Restructuring and severance519
Litigation settlements and contingencies260
Operating loss(70,277)
Interest expense, net(9,129)
Other income1,009
Loss before income taxes$(78,397)
Three Months Ended September 30, 2025
HomeConsumerInsuranceOtherTotal
(in thousands)
Revenue$38,109$66,173$203,512$(2)$307,792
Segment marketing expense26,32730,970155,86468213,229
Segment profit (loss)11,78235,20347,648(70)94,563
Cost of revenue11,017
Brand and other marketing expense11,822
General and administrative expense26,229
Product development11,297
Depreciation3,995
Amortization of intangibles1,288
Restructuring and severance80
Litigation settlements and contingencies69
Operating income28,766
Interest expense, net(17,907)
Other income732
Income before income taxes$11,591
Nine Months Ended September 30, 2026
HomeConsumerInsuranceOtherTotal
(in thousands)
Revenue$124,428$193,796$666,053$—$984,277
Segment marketing expense90,787103,668503,902200698,557
Segment profit (loss)33,64190,128162,151(200)285,720
Cost of revenue34,635
Brand and other marketing expense36,972
General and administrative expense80,137
Product development31,742
Depreciation12,609
Amortization of intangibles3,834
Goodwill impairment98,823
Restructuring and severance3,297
Litigation settlements and contingencies1,036
Operating loss(17,365)
Interest expense, net(26,178)
Other income2,210
Loss before income taxes$(41,333)
Nine Months Ended September 30, 2025
HomeConsumerInsuranceOtherTotal
(in thousands)
Revenue$115,546$184,725$497,321$44$797,636
Segment marketing expense77,56290,315370,967138538,982
Segment profit (loss)37,98494,410126,354(94)258,654
Cost of revenue30,954
Brand and other marketing expense35,573
General and administrative expense81,923
Product development34,674
Depreciation12,533
Amortization of intangibles3,902
Restructuring and severance1,235
Litigation settlements and contingencies15,279
Operating income42,581
Interest expense, net(37,393)
Other income2,368
Income before income taxes$7,556

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

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