Financial Analysis

"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. 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): June 30, 2026 December 31, 2025 Current Portion Gross carrying amount $ 4,000 $ 4,000 Debt issuance costs 34 37 Unamortized original issue discount 34 37 Net carrying amount $ 3,932 $ 3,926 Long-term Portion Gross carrying amount $ 393,000 $ 395,000 Debt issuance costs 3,307 3,634 Unamortized original issue discount 3,342 3,672 Net carrying amount $ 386,351 $ 387,694 As of June 30, 2026, the Company's borrowings outstanding under the 2025 Term Loan bear interest based on the Secured Overnight Financing Rate (""SOFR"") of 7.89%. The carrying value of the Company's financial instruments are equal to fair value at June 30, 2026. As of June 30, 2026, the Company had no borrowings outstanding under the 2025 Revolving Facility. The Company was in compliance with all covenants at June 30, 2026. In the first six months of 2026, the Company recorded interest expense related to its 2025 Credit Agre …

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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 Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Cost of revenue $ 169 $ 58 $ 274 $ 28 Selling and marketing expense 925 678 1,526 1,335 General and administrative expense 3,282 3,492 6,003 11,863 Product development 828 739 1,461 1,608 Restructuring and severance 1,012 195 1,012 255 Total non-cash compensation $ 6,216 $ 5,162 $ 10,276 $ 15,089 Stock Options A summary of changes in outstanding stock options is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (a) (per option) (in years) (in thousands) Options outstanding at January 1, 2026 359,477 $ 228.86 Granted Exercised Forfeited Expired (33,655) 135.43 Options outstanding at June 30, 2026 325,822 238.51 1.84 $ Options exercisable at June 30, 2026 325,822 $ 238.51 1.84 $ (a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $44.29 on the last trading day of the quarter ended June 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 June 30, 2026. The intrinsic value changes based …

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GOODWILL AND INTANGIBLE ASSETS The balance of goodwill, net and intangible assets, net is as follows (in thousands) : June 30, 2026 December 31, 2025 Goodwill $ 903,227 $ 903,227 Accumulated impairment losses (521,688) (521,688) Net goodwill $ 381,539 $ 381,539 Intangible assets with indefinite lives $ 10,142 $ 10,142 Intangible assets with definite lives, net 25,374 27,950 Total intangible assets, net $ 35,516 $ 38,092 Goodwill and Indefinite-Lived Intangible Assets The Company's goodwill at each of June 30, 2026 and 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 associated with the Insurance segment. The Company monitors each of the reporting units and the impact of business or economic changes on the fair value of the reporting unit. Changes in the timing of the recovery of the mortgage business, inflation, interest rates and other changes in current expectations could cause an impairment to the Insurance, 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) : Cost Accumulated Amortization Net Customer lists $ 69,100 $ (43,726) $ 25,374 Balance at June 30, 2026 $ 69,100 $ (43,726) $ 25,374 Cost Accumulated Amortization Net Customer lists $ 69,100 $ (41,150) $ 27,950 Balance at December 31, 2025 $ 69,1 …

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INCOME TAXES Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands, except percentages) Income tax (expense) benefit $ (4,573) $ (1,908) $ (10,224) $ 522 Effective tax rate 32.3 % 17.7 % 27.6 % 12.9 % For the second quarter and first six months of 2026, the effective tax rate varied from the federal statutory rate of 21% primarily due to the effect of state taxes and various unfavorable permanent tax adjustments. For the second quarter and first six 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 may expire unexercised, and as a result the Company could be required to reverse the related deferred tax asset for share-based compensation, which would increase income tax expense and the effective tax rate in a future period in 2026.

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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 June 30, 2026 and December 31, 2025, the Company had litigation settlement accruals of $0.9 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 …

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"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 consol …

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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.

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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 a …

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"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 expens …

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"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 i …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing