TREE 10-K & 10-Q changes, risk factors and insider trading

Constraints in the primary and secondary mortgage markets in the past have had, and may continue to have, an adverse effect on our business, financial condition and results of operations. Generally, increases in interest rates adversely affect the ability of our mortgage Network Partners to close loans, and adverse economic trends limit the ability of our mortgage Network Partners to offer home loans other than low-margin conforming loans. Our businesses have experienced, and will likely continue to experience a decline in demand for their offerings due to decreased consumer demand as a result of the conditions described above, now or in the future. The high interest rates in 2022,2023 2023,to and 20242025 and home affordability significantly impacted our mortgage business and continue to do so. The decreased consumer demand for mortgage refinancing typically leads to decreased traffic to our website and higher associated selling and marketing efforts associated with that traffic. While higher lender demand during these periods often leads to an increase in the amount lenders will pay per matched lead and higher revenue earned per consumer, 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 interest rate environment. Conversely, during periods with decreased interest rates, mortgage Network Partners have less incentive to use our marketplaces, or in the case of sudden increases in consumer demand, our mortgage Network Partners may lack the ability to support sudden increases in volume. Situations like this could have a material adverse effect on our business, financial condition and results of operations.

Adverse publicity and the potential corresponding impact on our reputation may be accelerated and amplified by the widespread use of social media platforms.platforms or artificial intelligence-based systems. Furthermore, adverse publicity, from legal proceedings against us or our businesses, including governmental proceedings and consumer class action or other litigation, or the disclosure of information from security breaches or other incidents, could negatively impact our reputation and our various brands, which could materially and adversely affect our business and financial condition and results of operations. In addition, the actions of our third-party marketing partners who engage in advertising on our behalf could negatively impact our reputation and our various brands.

Our success depends on our ability to attract online consumers to our websites and convert them into customers in a cost-effective manner. We depend, in part, on search engines, online advertising and other online sources for our website traffic. We are included in search results as a result of both paid search listings, where we purchase specific search terms that result in the inclusion of our advertisement, and, separately, organic searches,searches and artificial intelligence (“AI”) overviews, that depend upon the searchable content on our sites. Search engines and other online sources revise their algorithms, and introduce new advertising products, from time to time in an attempt to optimize their search results.

If one or more of the search engines or other online sources on which we rely for website traffic were to modify its general methodology for how it displays our websites, resulting in fewer consumers clicking through to our websites, our business could suffer. If our online advertisements are not able to reach certain consumers due to consumers' use of ad-blocking software or other ad-blocking capabilities, our business could suffer. Any required changes in targeting and other related consumer acquisition practices and techniques, such as the upcoming deprecation of third-party cookies,techniques could impair our ability to acquire consumers efficiently and our business could suffer. Furthermore, if any free search engine traffic on which we rely begins charging fees for listing or placement, or if one or more of the search engines or other online sources on which we rely for purchased listings, modifies or terminates its relationship with us, our expenses could rise, we could lose customers, and traffic to our websites could decrease, all of which could have a material adverse effect on our business, financial condition and results of operations.

We rely on technologytechnology, including artificial intelligence, to operate our business and continue to implement substantial changes to our information systems. Any changes in our systems or failure to appropriately balance between the introduction of new capabilities and managing of existing systems present risk of interruption in our systems, which could result in disruptions to our information systems that could materially adversely affect our operations.

We are dependent on the use of technology systems likethat support our Springlogged-in platformconsumer experience as well as backend systems to support our strategic objectives. Implementation and integration of complex systems and technology present significant challenges in terms of costs, human resources, and development of effective internal controls. Implementation and integration require a balancing between the introduction of new capabilities and the managing of existing systems, and present the risk of operational or security inadequacy or interruption, which could materially affect our ability to effectively operate our business and/or could negatively impact our results of operations.

InWe the future, weare directly or through our third-party provided information technology systems or software mayincorporating incorporate artificial intelligence (“AI”) capabilities into our business. As with many innovations, AI presents risks, challenges, and unintended consequences that could affect its adoption, and therefore our business. AIWe algorithmsuse, and trainingwill methodologiesincreasingly rely on, AI, machine learning, and automated decision-making technologies in aspects of our business, including data analytics, marketing, lead matching, and internal operations. These technologies are inherently complex and may beproduce flawed,results ineffectivethat are inaccurate, incomplete, or inadequate.biased due to flawed assumptions, training data limitations, or model drift. If these technologies fail to operate as intended, or if they generate outcomes that are perceived as unfair, discriminatory, or otherwise inappropriate, our reputation, relationships with consumers and partners, and business results could be adversely affected. AI development or deployment practices by us or third-party providers could result in incidents that could increase the resources we need to implement cybersecurity measures to protect the security of our data. These deficiencies and other failures of any potential AI systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm.

•concentration of customers with large insurance carriers maycreates causeexposure to significant budget reductions from these customers andthat maycould negatively impact our business;

We need to anticipate, develop and introduceimplement new products, services and applications on a timely and cost-effective basis that keep pace with technological developments and changing consumer and Network Partner needs. We are continually working to improve our consumer experience through enhancements to our products and services. However, we may not be able to develop products and services that are equivalent to or better than our competitors or that successfully meet our consumer and Network Partner needs. We may not be successful, or as successful as our competitors, in developing technologies and systems that operate effectively across multiple devices and platforms in a way that is appealing to our consumers and Network Partners. If we are unsuccessful in innovating, if we cannot innovate as quickly as our competitors, if we are not able to make sufficient investment in innovation, if new or existing competitors develop more cost-effective or efficient technologies or cause disintermediation (including through the use of artificial intelligence or other emerging technologies), or if our ideas are not accepted in the marketplace, it could have a material adverse effect on our business.

•our ability to attract and retain management and other skilled personnel for these businessesproducts;

If consumers do not find value in our Spring platform or other platforms, or do not like the consumer experience on the platforms, the number of matches on our platforms may decline, which would harm our business, financial condition and results of operations.

We believe that the growth of our business and revenue depends upon our ability to engage our existing users on the Spring and otherour platforms and to add new users. If we lose users or user engagement diminishes, our business and financial condition will be negatively impacted. If we fail to remain competitive on customer experience, editorial articles and product offerings, our ability to grow our business may also be adversely affected.

We may consider or undertake strategic acquisitions of, or material investments in, businesses, products or technologies. We may not be able to identify suitable acquisition or investment candidates, or even if we do identify suitable candidates, they may be difficult to finance, expensive to fund and there is no guarantee that we can obtain any necessary regulatory approvals or complete such transactions on terms that are favorable to us. To the extent we pay the purchase price of any acquisition or investment in cash or through borrowings under our 2025 Credit Facility (as defined herein), it would reduce our cash balances and/or result in indebtedness we must service, which may have a material and adverse effect on our business and financial condition. If the purchase price is paid with our stock, it would be dilutive to our stockholders. In addition, we may assume liabilities associated with a business acquisition or investment, including unrecorded liabilities that are not discovered at the time of the transaction, and the repayment of those liabilities may have a material and adverse effect on our financial condition. There may also be litigation or other claims arising in connection with an acquisition itself.

We rely on the performance of highly skilled personnel and if we are unable to attract, retain, develop and motivate well-qualified employees, or replace key personnel, our business and results of operations could be harmed. Loss of our key management and other personnel, including the recent unexpected passing 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.employees and to develop and implement an adequate succession plan for the management team. 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. 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.

A significant portion of our total revenue is derived from twoone Network PartnersPartner and our results of operations could be adversely affected if we lose significant business from either of thesethis Network Partners.Partner.

For the year ended December 31, 2024,2025, twoone Network PartnersPartner accounted for 22% and 11%, respectively,27% of total consolidated revenue. If either of thesethis significant Network PartnersPartner were to cease purchasing consumer requests and we were unable to replace the associated demand, the loss could have a material adverse effect on our results of operations in the short term and potentially also the longer term. Also, if either of thesethis Network PartnersPartner reduces theirits volume of consumer requests for any reason, our business could be adversely affected.

Our 2025 Credit Facility and 2024 Term Loan (as defined herein) containcontains financial covenants and other restrictions on our actions and theyit could therefore limit our operational flexibility or otherwise adversely affect our financial condition. Failure to comply with the terms of anythis such facilitiesfacility could impair our rights to the assets that have been pledged as collateral under the facilities.facility.

On SeptemberAugust 15,21, 2021,2025, we entered into a $200.0$75.0 million five-year senior secured revolving credit facility (the “2025 Revolving Facility”) and a $250.0$400.0 million seven-year senior secured delayed draw term loan facility (the “2025 Term Loan Facility” and together with the 2025 Revolving Facility, the “2025 Credit Facility”). The Revolving2025 Credit Facility matures on SeptemberAugust 15,21, 2026,2030. andThe proceeds of the Term Loan Facility matures on September 15, 2028. On May 31, 2022, we borrowed $250.0 million under the Term Loan Facility. Borrowings under the2025 Credit Facility were used to refinance the 2021 Credit Facility and 2024 Term Loan, and can be used to financefor working capital needs, capital expenditures, and general corporate purposes, includingand toany financeother permittedpurpose acquisitions.not prohibited by the credit agreement. As of December 31, 2024,2025, we have $243.8$399.0 million borrowings outstanding under the 2025 Term Loan Facility.Loan.

The Credit2025 Revolving Facility contains a restrictive financial covenant, which limits the amount of first lien consolidated debt to an EBITDA ratio subject to a step up following a material acquisition.ratio. In addition, the 2025 Credit Facility contains customary affirmative and negative covenants, including, subject to certain exceptions, restrictions on our ability to, among other things:

The 2025 Credit Facility requires us to pledge as collateral, subject to certain customary exclusions, substantially all of our assets. The obligations under this facility are unconditionally guaranteed, subject to certain customary exclusions, on a senior basis by our material domestic subsidiaries. The guaranties are secured, subject to certain customary exclusions, by substantially all of each such guarantor's assets.

If an event of default occurs or if we otherwise fail to comply with any of the negative or affirmative covenants of the 2025 Credit Facility or the 2024 Term Loan,Facility, the lenders may declare all of the obligations and indebtedness under such facility due and payable. In such a scenario, the lenders could exercise their lien on the pledged collateral, which would have a material adverse effect on our business, operations, financial condition and liquidity. For additional information on the 2025 Credit Facility and the 2024 Term Loan,Facility, see Note 1413—Debt, in the notes to the consolidated financial statements included elsewhere in this annual report.

We participate in a highly competitive market and pressure from existing and new competitorscompetitors, including from disintermediation, may materially and adversely affect our business, results of operations and financial condition. If any of our competitors are more successful than we are at attracting and retaining customers or Network Partners, our business, financial condition and results of operations could be materially and adversely affected.

In the processing of consumer transactions,inquiries, our businesses collect, use, store, disclose, transfer, and otherwise process a large volume of personal information and other confidential, proprietary and sensitive data. Breaches or failures of security involving our systems or website or those of any of our affiliates, Network Partners or external service providers have occurred in the past and may occur in the future, and have in the past resulted in, and could in the future result in, the theft, unauthorized access, acquisition, use, disclosure, modification or misappropriation of personal information of our consumers, employees or third parties with whom we conduct business, or other confidential, proprietary and sensitive data, fraudulent activity, or system disruptions or shutdowns. The occurrence of any actual or attempted breach, failure of security or fraudulent activity, the reporting of such an incident, whether accurate or not, or our failure to make adequate or timely disclosures to the public or law enforcement agencies following any such event, whether due to delayed discovery or a failure to follow existing protocols, could result in claims made against us or our affiliates, Network Partners or external service providers. Such claims could result in state and/or federal litigation and related financial liabilities, as well as criminal penalties or civil liabilities, regulatory actions from state and/or federal governmental authorities, and significant fines, orders, sanctions, litigation and claims against us by consumers or third parties and related indemnification obligations. Actual or perceived security breaches or failures also have in the past caused, and may in the future cause, financial losses, increased costs, interruptions in the operations of our business, misappropriation of assets, significant damage to our brand and reputation with consumers and third parties with whom we do business and result in adverse publicity, loss of consumer confidence, distraction to our management, and reduced sales and profits, any or all of which could have a material and adverse impact on our business, financial condition and results of operations.

Such breaches, failures and fraudulent activity may take many forms, including check fraud, fraudulent inducement, electronic fraud, wire fraud, computer viruses, phishing, social engineering, denial or degradation of service attacks, malware, ransomwareransomware, deepfake, AI or other cyber-attacks, and other dishonest acts, any of which could be the result of a circumvention or failure of our data security processes, procedures, tools, and controls. Our systems are also subject to compromise from internal threats, such as theft, misuse, unauthorized access or other improper actions by employees, external service providers and other third parties with otherwise legitimate access to our systems and website. Data security-related incidents and fraudulent activity are increasing in frequency and evolving in nature. We rely on a framework of security, processes, procedures, tools, and controls consistent with industry standards and designed to protect our information and assets but, given the unpredictability of the timing, nature and scope of data security-related incidents and fraudulent activity, there can be no assurance that any security procedures and controls that we or our external service providers have implemented will be sufficient to prevent data security-related incidents or other fraudulent activity from occurring. Furthermore, because the methods of attack and deception change frequently, are increasingly complex and sophisticated, and can originate from a wide variety of sources, including third parties such as external service providers and even nation-state actors, despite our reasonable efforts to ensure the integrity of our systems and website, it is possible that we may not be able to anticipate, detect, appropriately react and respond to, or implement effective preventative measures against, all security breaches and failures and fraudulent activity. As a result, our business, financial condition or results of operations could be materially and adversely affected.

We market and provide services in heavily regulated industries through a number of different channels across the United States. As a result, our businesses have been and remain subject to a variety of laws, rules, regulations, statutes, standards, policies and procedures in various jurisdictions in the United States and abroad, which are subject to change at any time. The failure of our businesses to comply with past, existing or new laws, rules and regulations, or to obtain and maintain required licenses, could result in business interruptions in certain jurisdictions, administrative fines or proceedings against us or our businesses by governmental agencies and/or litigation by consumers, which could materially and adversely affect our business, financial condition and results of operations and our brand.

Our businesses conduct marketing activities via telephone, mail and/or through online marketing channels, and these general marketing activities are governed by numerous federal regulations, such as the TSR, the CAN-SPAM Act, the TCPA, the Federal Trade Commission Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, RESPA, and various state telemarketing and consumer protection laws, federal and state data privacy and security laws and their accompanying regulations and guidelines, among others. Additionally, increased regulation by the Bureau of Consumer Financial Protection (“CFPB”), the U.S. Federal Trade Commission (“FTC”) and Federal Communications Commission (“FCC”) has resulted in restrictions on our marketing activities.

Additional federal, state and in some instances, local laws regulate secured and unsecured lending, and insurance brokerage activities, which impactsimpact our marketplace, partners and consumers. These laws generally regulate the manner in which lending and lending-related activities, as well as insurance brokerage activities, are marketed or made available, including advertising and other consumer disclosures, payments for services and record keepingrecord-keeping requirements. These laws include RESPA, the Fair Credit Reporting Act, the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Housing Act and various state laws. State laws often restrict the amount (and nature) of interest and fees that may be charged by a lender or mortgage broker, or otherwise regulate the manner in which lenders or mortgage brokers operate or advertise.

Our businesses are also subject to various state, federal and/or local laws, rules and regulations limiting or prohibiting inducements, cash rebates and gifts to consumers, which impactsimpact our lead generation business, as well as the manner in which these businesses may offer, advertise or promote transactions. For example, RESPA generally prohibits the payment or receipt of referral fees and fee shares or splits in connection with residential mortgage loan transactions, subject to certain exceptions. Pursuant to the Dodd-Frank Act, the CFPB administers and enforces RESPA, and from time to time issues guidance related to various RESPA compliance topics (see,see e.g.e.g., CFPB Advisory Opinion “Real Estate Settlement Procedures Act (Regulation X); Digital Mortgage Comparison-Shopping Platforms and Related Payments to Operators” (February 7, 2023)). Some state authorities have also asserted enforcement rights.

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, sales of insurance policiesquotes and other related offerings. In addition, we offer tools and resources, including free credit scores, that facilitate comparison shopping for loans, deposit products, insurance, and other offerings. We seek to match consumers with multiple providers, who can offer 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.

During 2023, the challenging interest rate environment and inflationary pressures continued to presentpresented challenges for many of our mortgage, consumer and insurance partners. In our Home segment, mortgage rates hit multi-decade highs of nearly 8% in October, then proceeded to drop below 7% by December, ending the year at 6.6%. The continued high mortgage rates in 2023 and home affordability issues continued to cause declines in refinance volumes and purchase activity. Our Consumer segment was also negatively impacted by economic conditions, with successive Federal Reserve rate increases having their intended effect of tightening financial conditions. The availability of credit contracted and lenders were less inclined to make loans in an environment with high inflation and significantly increased cost of capital. In our Insurance segment, demand from our carrier partners remained volatile for much of the year as they continued to deal with persistent industry headwinds. In the last months of 2023, we began to see advertising budgets from our carrier partners increase.

During 2024, 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 remained relatively consistent in 2024, with the annual average mortgage rate in 2024 of 6.7% compared to 6.8% in 2023. However, these rates are more than doubled compared to the low annual average mortgage rates seen in 2021. The increased mortgage rates continuecontinued to cause reduced refinance volumes and continuecontinued to put pressure on purchase activity. Additionally, the restrictive lending conditions continuecontinued to pressure our Consumer segment. In our Insurance segment, demand from our carrier partners increased significantly in 2024 and we are optimistic about maintaining the strong performance in the Insurance segment as we head into 2025.2024.

According to Freddie Mac, 30-year mortgage interest rates increased significantly during 2022, from a monthly average of 3.45% in January 2022, ending at a monthly average of 6.36% in December 2022. During 2023, 30-year mortgage interest rates steadily increased from a monthly average of 6.27% in January 2023 toreached a high of 7.62% in October 2023 prior to decreasing at the end of the year, ending at a monthly average of 6.82% in December 2023.October. During 2024, 30-year mortgage interest rates remained relatively consistent, starting the year at a monthly average of 6.64% in January 2024 and ending at a monthly average of 6.72% in December 2024,2024. withDuring monthly2025, high30-year ofmortgage 7.06%interest inrates Maystarted andthe year at a monthly lowaverage of 6.18%6.96% in SeptemberJanuary 2024.2025 and ended at a monthly average rate of 6.19% in December 2025.

On a full-year basis, 30-year mortgage interest rates decreasedhave tobeen in a narrow range with an average of 6.60% in 2025, 6.72% in 20242024, compared toand 6.80% in 2023, and increased from 5.33% in 2022.2023.

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 of total mortgage origination dollars decreasedincreased to 34% in 2025 from 21% in 2024 and 15% in 2023 from 30% of total 2022 mortgage origination dollars from refinance due to the increaseslight easing in average mortgage rates. Total refinance originalorigination dollars increased toby 28% of total mortgage origination dollars99% in 2024 due to the decrease in average mortgage interest rates. Total refinance origination dollars decreased by 68% in 20232025 over 20222024 and increased 124%59% in 2024 over 2023. Industry-wide mortgage origination dollars decreasedincreased by 37%22% in 20232025 over 20222024 and increased 22%16% in 2024 over 2023.

According to Fannie Mae data, in 2022, existing home sales decreased by19% 17% compared to 2021 due to increased interest rates and limited inventory of homes. This trend continued intoin 2023 with existing home sales decreasing 19% compared to 2022 and decreased a further 1% in 2024 from 2023. Existing home sales were flat in 2025. Fannie Mae expects a 3%7% increase in existing home sales in 20252026 compared to 2024.2025.

On July 24,15, 2020,2025, we issuedrepaid $575.0the $95.3 million aggregateoutstanding principal amount of our 0.50% Convertible Senior Notes due July 15, 2025 (the "2025 Notes") and,upon maturity in connectioncash therewith,plus entered$0.2 intomillion Convertibleof Noteaccrued Hedgeinterest. Upon this repayment, the 2025 Notes were extinguished and Warrantrepaid transactionsin full, and we have no further obligations with respect to ourthe common2025 stock.Notes.

On March 24, 2023, we committed to a workforce reduction plan (the “Reduction Plan”), to reduce operating costs, which included the elimination of approximately 13% of the Company’s workforce. As a result of the Reduction Plan, we incurred approximately $5.3 million in severance charges in connection with the workforce reduction. Part of this Reduction Plan included the shut downshutdown of our LendingTree customer call center as well as our Medicare insurance agency operations within QuoteWizard. We estimate the Reduction Plan reduced annual compensation expense by approximately $14 million, comprised of $2 million in cost of revenue, $4 million in selling and marketing expense, $3 million in general and administrative expense, and $5 million in product development.

Revenue increased in 20242025 compared to 20232024 due to an increaseincreases in our InsuranceInsurance, segment,Consumer partially offset by decreases in ourand Home and Consumer segments.

Revenue from our Insurance segment increased $299.1$163.2 million, or 120%,30%, to $711.9 million in 2025 from $548.7 million in 2024 from $249.6 million in 2023.2024. The increase in revenue was due to a 63%22% increase volume, representing $127.0 million of the increase and a 7% increase in revenue earned per consumer, representing $156.8 million of the increase and a 35% increase in volume representing $142.3$36.2 million of the increase. We measure volume for our insurance product as the number of consumer request forms and in certain cases of re-engagement with a consumer, the number of subsequent consumer engagements through our platform.

Our Consumer segment includes the following products: credit cards, personal loans, small business loans, student loans, auto loans, deposit accounts, and other credit products such as credit repair and debt settlement.products. Many of our Consumer segment products are not individually significant to revenue. Revenue from our Consumer segment decreasedincreased $56.5$30.9 million in 20242025 from 2023,2024, or 20%,14%, primarily due to decreasesincreases in oursmall credit cards, other credit productsbusiness and deposits,personal loans, partially offset by ana increasedecrease in smallcredit business loans. We are in the process of exiting the student loans business and plan to be substantially completed by the end of the first quarter of 2025.cards.

Revenue from our personal loans product increased $1.3$13.0 million, or 1%,13%, to $114.4 million in 2025 from $101.4 million in 2024 from $100.1 million in 2023.2024. The increase in revenue was primarily due to a 22%14% increase in volume, representing $18.2 million an increase, partially offset by a 17% decrease in revenue earned per consumer, representing $16.9$13.9 million of aan decrease.increase. We measure volume for our personal loans product as the number of unique consumers completing request forms.

For the periods presented, no other products in our Consumer segment represented more than 10% of revenue; however, certain other Consumer products experienced notable changes. Revenue from our purchasesmall mortgagebusiness loans product decreasedincreased $11.0$33.7 millionmillion, or 60%, in 20242025 compared to 2023 primarily2024, due to decreasesincreases in the number of consumers completing request forms and a decrease in revenue earned per consumer. Revenue from our refinancecredit mortgagecards product decreased $6.3$10.3 millionmillion, or 43% in 20242025 compared to 2023,2024 primarily due to a decrease in the number of consumers completing request forms and a decrease in revenue earned per consumer,click asand interest rates were generally flat compared to 2023.volume.

Cost of revenue as a percentage of revenue decreasedremained toconsistent at 4% in 20242025 compared to 6%and in 2023.2024.

Selling and marketing expense increased in 20242025 compared to 20232024 primarily due to the $204.4$174.8 million increase in advertising and promotional expense discussed below. Additionally, compensation and benefits decreased $2.0 million in 2024 compared to 2023.

General and administrative expense decreasedincreased in 20242025 compared to 2023,2024, primarily due to aan decreaseincrease in compensation and benefits of $3.7 million, a decrease in loss on assets of $2.9 million, a decrease in facilities expense of $2.5 million and a decrease in bad debt expense of $1.6$9.0 million.

Non-cash compensation expense, included in total compensation and benefits noted above, within general and administrative expense decreasedincreased in 20242025 compared to 2023.2024 primarily due to the acceleration of non-cash compensation expense of $5.8 million on certain equity awards associated with our previous Founder and Chief Executive Officer. For additional information, see Note—12-Stock-Based11-Stock-Based Compensation in the notes to the consolidated financial statements included elsewhere in this report. Non-cash compensation expense is excluded from Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”), as discussed below.

In March 2024,2024 and March 2025, we drew $125.0 million and $50 million, respectively, on athe first2024 lienTerm termLoan loan(as facilitydefined herein). The incremental borrowing in 2024 and incurred2025 $11.5resulted in an increase of $2.5 million of interest expense.expense in 2025 compared to 2024.

In the third quarter of 2024,2025, we repurchasedrefinanced approximatelyour $7.6Credit Agreement (as defined herein) and 2024 Term Loan, which collectively had $402.8 million inoutstanding, principalwith amountproceeds offrom ourthe $400.0 million 2025 NotesTerm forLoan $7.2(as million.defined Inherein) theand secondcash quarteron ofhand 2024,at we repurchased approximately $161.3 million in principal amount of our 2025 Notes for $151.7 millionpar plus accrued and unpaid interest of approximately $0.3 million.interest. As a result of thesethe repurchases,refinancing, we recognized a gainloss on the extinguishment of $10.1$7.9 million anddue a loss onto the write-off of unamortized debt issuance costs and original issue discount costs which are included in interest expense, net in the consolidated statement of $1.1operations million.and comprehensive income.

In the first quarter of 2023,2025, we repurchased approximately $190.6$20.0 million in principal amount of our 0.50% Convertible Senior Notes due July 15, 2025 (the "2025 Notes") for $156.3$19.7 million plus accrued and unpaid interest of approximately $0.1 million. In the fourth quarter of 2023, we repurchased approximately $100.2 million in principal amount of our 2025 Notes, for $81.2 million in cash plus accrued and unpaid interest of approximately $0.2 million.interest. As a result of the repurchases,repurchase, we recognized a gain on the extinguishment of $53.3$0.3 million, awhich lossis onincluded in interest expense, net in the write-offconsolidated statement of unamortized debt issuance costs of $3.2 million,operations and incurredcomprehensive debt repayment costs of $1.6 million.income.

We incurred an impairment chargescharge of $58.4 million and $114.5 million in 2024 and 2023, respectively, related to our investments in equity securities.

For 20242025, andthe 2023,effective tax rate varied from the federal statutory rate of 21% primarily due to the $149.5 million tax benefit to reduce the valuation allowance against our net deferred tax assets. For 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.

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 2019—Segment Information in the notes to the consolidated financial statements included elsewhere in this report for additional information on segments and a reconciliation of segment profit to pre-tax income from continuing operations.(loss).

Home segment revenue decreasedincreased 10%18% to $128.9$151.8 million in 20242025 compared to 20232024 and segment profit decreasedincreased to $39.9$48.3 million in 2024,2025, aan decreaseincrease of 17%21% compared to 2023.2024. Our Home segment margin, which is segment profit divided by segment revenue, decreasedincreased slightly to 32% in 2025 compared to 31% in 2024 compared to 33% in 2023 primarily due to a decline in revenue earned per consumer, due to a decline in close rates at our lender partners.2024.

Revenue from our home equity loan product of $87.5$109.8 million in 20242025 increased 3%26% compared to 2023. Volume of home equity consumers completing request forms increased 23% in 2024 compared to 2023, however, a 17% decline in revenue earned per consumer partially offset this volume growth.2024. As longer-term rates have remained relatively stable and higher than most existing first mortgages, second lien products offer an attractively priced source of capital for homeowners. According to CoreLogic, homeowners with a mortgage in the U.S. have $17.5 trillion of equity as of September 30, 2024, a 2.5% increase from a year ago. We expect further growth in our home equity business in 2025 as home values remain at near record levels.

The Mortgage Bankers Association expects overall mortgage originations to increase 16%7% in 2025, although the first quarter of 2025 is expected to remain weak and below fourth quarter of 2024 levels.2026. The forecast calls for total loan originations of $2.1$2.2 trillion and purchase loans are expected to account for 69%66% of origination volume.

Risk factors that affect our business and financial results are discussed in Part I, Item 1A "Risk FactorsFactors," in our 2025 Annual Report. There have been no material changes to the risk factors included in our 2025 Annual Report.

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 amendedamended, 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.

LendingTree, Inc. is the parent of LT Intermediate Company, LLC, which holds all of the outstanding ownership interests of LendingTree, LLC, and LendingTree,its LLC owns several companies.subsidiaries.

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 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 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 we generate with these Network Partners.

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,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.

During the first quarter of 2026, 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 decreasedremained slightlyrelatively consistent in the first quarter of 2026, with the quarterly average mortgage rate in the firstsecond quarter of 2026 of 6.1% compared to 6.8% in the firstsecond quarter of 2025, but remain significantly increased compared to the low rates seen in 2021. 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. Our Consumer segment has benefited from the recent Federal Reserve rate decreases, but recent geopolitical events and higher consumer tax refunds appear to have pressured consumer demand for new borrowing. In our Insurance segment, carriers are broadly experiencing strong automotive underwriting results following multiple quarters of premium increases and stable loss cost trends. We arecontinue to be optimistic about maintaining the strongremainder performance in the Insurance segment inof 2026.

According to Freddie Mac, the monthly average 30-year mortgage interest rates remainedincreased consistentfrom ata monthly average of 6.2% in MarchDecember 20262025 andto a monthly average of 6.5% in DecemberJune 2025.2026. On a quarterly basis, 30-year mortgage interest rates decreased to an average of 6.1% in the firstsecond quarter of 2026 fromaveraged 6.2% in the fourth quarter of 2025. The quarterly average decreased to 6.1% in the first quarter of 20266.4%, compared to 6.8% in the firstsecond quarter of 2025.

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 to 40%37% in the second quarter of total2026 mortgagecompared originationto dollars40% in the first quarter of 2026 compared to 42% in the fourth quarter of 2025 and increased from 29% in the firstsecond quarter of 2025. In the firstsecond quarter of 2026, total refinance origination dollars decreased 11%16% from the fourth quarter of 2025 and increased 96%40% from the firstsecond quarter of 2025. Industry-wide mortgage origination dollars in the firstsecond quarter of 2026 decreased 6%3% from the fourth quarter of 2025, but increased 43%10% from firstthe second quarter of 2025.

According to Fannie Mae data, existing home sales decreasedincreased 3%approximately 2% in the firstsecond quarter of 2026 compared to the fourth quarter of 2025, and decreased 1% compared to the firstsecond quarter of 2025. Fannie Mae predicts an overall increase in existing-home sales ofto increase approximately 1.2%1% in 2026 compared to 2025.

Results of Operations for the Three and Six Months ended MarchJune 31,30, 2026 and 2025

Revenue increased in the firstsecond quarter of 2026 compared to the second quarter of 2025 primarily due to increases in our Insurance and Home segments. Revenue increased in the first quartersix months of 2026 compared to the first six months of 2025 due to increases in our Insurance, ConsumerHome and HomeConsumer segments.

Revenue from our Insurance segment increased $75.2$62.1 million, or 51%,42%, to $221.9$209.3 million in the firstsecond quarter of 2026 from $146.7$147.2 million in the firstsecond quarter of 2025. The increase in revenue was due to a 28%22% increase in volume, representing $48.9$38.3 million of the increaseincrease, and ana 18%16% increase in revenue earned per consumer, representing $26.3$23.8 million of the increase. Revenue from our Insurance segment increased $137.3 million, or 47%, to $431.1 million in the first six months of 2026 from $293.8 million in the first six months of 2025. The increase in revenue was due to a 25% increase in volume, representing $87.5 million of the increase, and a 17% increase in revenue earned per consumer, representing $49.8 million of the increase. We measure volume for our insurance productsproduct as the number of consumer request forms andand, in certain cases of re-engagement with a consumer, the number of such subsequent consumer engagements through our platform.

Our Consumer segment includes the following products: credit cards, personal loans, small business 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 increaseddecreased $10.3$2.3 million, or 18%,4%, in the firstsecond quarter of 2026 from the second quarter of 2025 primarily due to a decrease in credit cards. Revenue from our Consumer segment increased $8.0 million, or 7%, in the first quartersix months of 2026 from the first six months of 2025 primarily due to increases in our small business loans.loans, partially offset by a decrease in credit cards.

For the periodscurrent presented,periods, no other products in our Consumer segment represented more than 10% of revenue; however, certain other Consumer products experienced notable changes. Revenue from small business increased $9.7 million, or 49%,25%, in the first quartersix months of 2026 compared to the first quartersix months of 2025 due to increases in revenue earned per consumer and in the number of consumers completing request forms.consumer.

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 $2.0$3.5 million, or 6%,9%, in the firstsecond quarter of 2026 from the second quarter of 2025 and increased $5.5 million, or 7%, in the first quartersix months of 2026 from the first six months of 2025 primarily due to an increaseincreases in revenue from our home equity loans product, partially offset by a decrease in revenue from our mortgage products.loans.

Cost of revenue increased $1.2 million in the firstsecond quarter of 2026 from the firstsecond quarter of 2025 by $1.8 million, primarily due to an increase in compensation and benefits.benefits of $1.0 million. Cost of revenue increased $3.0 million in the first six months of 2026 from the first six months of 2025 primarily due to an increase in compensation and benefits of $2.8 million.

Cost of revenue as a percentage of revenue was 4% in the second quarter and first quartersix months of 2026 which is consistent with the second quarter and the first quartersix months of 2025.

Selling and marketing expense increased in the firstsecond quarter of 2026 compared to the firstsecond quarter 2025 by $65.8$59.7 million, and increased $125.5 million in the first six months of 2026 compared to the first six months of 2025 primarily due to the changes in advertising and promotional expense discussed below.

We adjusted our advertising expenditures in the second quarter and first quartersix months of 2026 compared to the second quarter and first quartersix months of 2025 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 was generally consistent in the second quarter of 2026 and the second quarter of 2025. General and administrative expense decreased $2.0 million in the first quartersix months of 2026 compared tofrom the first quartersix months of 2025,2025 primarily due to a decrease in compensation and benefits of $3.4$3.3 million, partially offset by an increase in professional fees of $0.6 million and technology costs of $0.6 million.

General and administrative expense as a percentage of revenue decreased to 8% in the firstsecond quarter of 2026 wascompared 9%to 10% in the second quarter of 2025, and decreased to 8% in the first six months of 2026 compared to 13%11% forin the first quartersix months of 2025.

In the first quarter of 2025, we repurchased approximately $20.0 million in principal amount of our 0.50% Convertible Senior Notes due July 15, 2025 (the "2025 Notes") for $19.7 million plus accrued and unpaid interest. As a result of the repurchase, we recognized a gain on the extinguishment of $0.3 million,million in the first six months of 2025, which is included in interest expense, net in the consolidated statement of operations and comprehensive income. See Note 10—Debt for additional information.

Income tax (expense) benefit

For the second quarter and first quartersix months of 2026, the effective tax rate varied from the U.S. federal statutory rate of 21% primarily due to the effect of state incometaxes taxes.and various unfavorable permanent tax adjustments.

For the second quarter and first quartersix months of 2025, the effective tax rate differedvaried from the U.S. federal statutory rate of 21% primarily due tothe changeschange in the valuation allowance, net of the current period change in tax-effectedtax effected net indefinite-lived intangibles.intangibles and current tax expense on taxable income.

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. Segment margin is segment profit divided by segment revenue. See Note 13—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.

Revenue in the Home segment revenue increased 6%9% to $39.1$43.9 million in the firstsecond quarter of 2026 from the second quarter of 2025 and segment profit decreased 24%14% to $10.0$11.3 million in the firstsecond quarter of 2026 compared tofrom the firstsecond quarter of 2025. Segment margin decreased to 25%26% in the firstsecond quarter of 2026 compared to 36%32% in the firstsecond quarter of 20252025, primarily due to andirect-to-consumer increaselenders incontinuing onlineto expand their own marketing budgets to make up for subdued consumer demand for new mortgage products, pressuring media costs asand wekeeping experiencedour ansegment increasemargin intowards competitionthe low end of the historic range. Mortgage brokers have continued to take origination share from certain direct-to-consumer lenders fornationally, mortgageand products.we Additionally,have thereincreased wasour asales strategic investment decisioneffort to drivebring highermore qualitybrokers trafficonto withinour the home equity product, increasing marketing costs.marketplace.

Our refinance product within our mortgage business matches consumers in the market looking to refinance their existing mortgages with our network lenders. Our purchase product within our mortgage business matches consumers in the market looking to buy a new home with our network lenders. Our mortgage business is directly impacted by the mortgage market in which we participate and continues to see headwinds from a lack of in-the-money refinance borrowers given the current higher level of mortgage rates, and subdued home sales have pressured the volume of consumers searching for purchase loans. Existing home sales have been around the four million annual level in the United States, which has been steady for the last three years and is similar to the level of transactions recorded during the financial crisis in 2008 and 2009. We expect this environment to continue in 2026.

Revenue in ourOur Consumer segment increasedrevenue 18%decreased 4% to $66.3$60.3 million in the firstsecond quarter of 2026 from the firstsecond quarter of 2025, and segment profit increaseddecreased 21%14% to $32.9$27.6 million in the firstsecond quarter of 2026 from the firstsecond quarter of 2025. Segment margin increased slightlydecreased to 50%46% in the firstsecond quarter of 2026 compared to 48%51% in the firstsecond quarter of 2025.2025 primarily due to lower close rates and small loan sizes in our small business product. After the initial reactions to the Middle East hostilities and spiking oil prices, demand from small business owners has been stable and lender approval rates have normalized.

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

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 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.

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 investmentsinvestments, (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.

Financial Position,Condition, Liquidity and Capital Resources

As of MarchJune 31,30, 2026, we had $85.5$110.8 million of cash and cash equivalents, compared to $81.1 million of cash and cash equivalents as of December 31, 2025.

We expect our cash and cash equivalents andequivalents, 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,rates and inflation on our liquidity and capital resources.

For moreadditional information, seeSee Note 10—Debt, in the notesnote to the consolidated financial statements included elsewhere in this report.

As of MayJuly 1,30, 2026, we havehad $398.0$397.0 million borrowings outstanding under the 2025 Term Loan and we have $75.0 million available for borrowing under the 2025 Revolving Credit Facility.

Net cash provided by operating activities increased in the first threesix months of 2026 from the first threesix months of 2025 primarily due to increases in revenue, partially offset by operating costs.

Net cash used in investing activities in the first threesix months of 2026 and 2025 of $2.7$5.9 million and $3.4$6.2 million, respectively, consisted of capital expenditures primarily related to internally developed software.

Net cash used in financing activities in the first threesix months of 2026 of $4.4$5.1 million consisted primarily of $3.4$3.1 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the exercise of stock options and $1.0$2.0 million for a scheduled paymentpayments on the 2025 Term Loan.

Net cash provided by financing activities in the first threesix months of 2025 of $23.4$21.0 million consisted primarily of $49.5 million of net proceeds from athe term2024 loanTerm Loan, partially offset by repurchasesthe repurchase of convertiblethe notes2025 Notes for $19.7 million, term loan repayments of $3.8$6.6 million and $2.6$2.3 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the exercise of stock options.

New Accounting Pronouncements and Critical Accounting Estimates

For information regarding new accounting pronouncements,pronouncements Seeand critical accounting estimates, see Note 2—Significant Accounting Policies, in Part I, Item 1 consolidatedFinancial financial statements of this Quarterly Report on Form 10-Q.Statements.