LendingTree posts $72.4M Q3 loss after write-downs
Quarterly goodwill impairment totaled $98.8 million, while Consumer segment profit fell 16% year over year.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Rhea-AI Filing Summary
LendingTree, Inc. (TREE) reported third-quarter 2026 revenue of $343.6 million, up 12% from $307.8 million a year earlier; first-nine-month revenue was $984.3 million, up 23%. Insurance revenue rose 15% to $234.9 million, Home revenue rose 9% to $41.5 million, and Consumer revenue rose 2% to $67.2 million.
The quarter produced a $72.4 million net loss, versus $10.2 million of net income a year earlier, and a $70.3 million operating loss. Results included $98.8 million of goodwill impairment: $75.5 million in Consumer and $23.3 million in Home, after interim tests found each reporting unit’s carrying value exceeded fair value. Consumer segment profit fell 16% to $29.6 million, while Insurance segment profit increased 14% to $54.2 million.
Operating cash flow for the first nine months was $76.4 million, versus $56.6 million. Cash and cash equivalents were $82.7 million as of September 30, 2026. During Q3, LendingTree repurchased approximately $20.0 million in principal of its 2025 Term Loan for $19.7 million and voluntarily prepaid $40.0 million of principal. As of November 6, 2026, term-loan borrowings were $336.0 million. October option expirations will increase fourth-quarter income tax expense by approximately $16.6 million.
2 points · 0 major1 major · 2 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointRevenue rose 12% in Q3 and 23% in the first nine months.
- Moderate pointOperating cash flow was $76.4 million, versus $56.6 million.
Negative
- Major pointQuarterly net loss was $72.4 million, with $98.8 million in goodwill impairment. 18% of market cap
- Moderate pointConsumer segment profit fell 16% to $29.6 million in Q3.
Filing Explained
The share-sale program remains unused, while repurchases were zero in the third quarter; the remaining $96.7 million buyback authorization is capacity, not completed purchases.
This LendingTree Form 10-Q reports no sales since inception under its share-sale program, which allows up to
The
If additional shares are issued through the sale program, the total share count would increase and existing holders’ percentage ownership would decrease, absent offsetting changes.
As of
Key Figures
Third-quarter revenue: $343.6 million
Third-quarter net loss: $72.4 million
Goodwill impairment: $98.8 million
+5 more
8 metrics
Third-quarter revenue
$343.6 million
Three months ended September 30, 2026; up 12% from $307.8 million in 2025
Third-quarter net loss
$72.4 million
Three months ended September 30, 2026; net income was $10.2 million in 2025
Goodwill impairment
$98.8 million
Third quarter of 2026; $75.5 million in Consumer and $23.3 million in Home
Consumer segment profit
$29.6 million
Third quarter of 2026; down 16% from the third quarter of 2025
Operating cash flow
$76.4 million
Nine months ended September 30, 2026; $56.6 million in 2025
Cash and cash equivalents
$82.7 million
As of September 30, 2026
2025 Term Loan borrowings
$336.0 million
As of November 6, 2026
Expected fourth-quarter income tax expense increase
Approximately $16.6 million
Certain out-of-the-money stock options expired in October 2026
Key Terms
contract asset, goodwill impairment, Adjusted EBITDA, variable marketing margin, +1 more
5 terms
contract asset financial
"records a contract asset at each reporting period-end"
A contract asset is a company's right to receive payment for goods or services it has delivered but has not yet billed the customer, recorded when the work is done before formal invoicing. It matters to investors because it shows revenue that’s been earned but not yet converted to cash or an invoice, revealing how quickly the business turns work into billable claims and the quality and timing of its reported revenue; like a completed job waiting for the official bill.
goodwill impairment financial
"goodwill impairment charge of $23.3 million on the Home reporting unit"
Goodwill impairment occurs when a company’s valued reputation or brand strength, known as goodwill, is found to be worth less than previously recorded on its financial statements. This usually happens when the company's performance declines or market conditions change, signaling that the expected benefits from acquisitions or brand value are no longer as strong. It matters to investors because it can indicate that a company's assets are less valuable than initially thought, potentially affecting its overall financial health.
Adjusted EBITDA financial
"We report Adjusted EBITDA as a supplemental measure to GAAP."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
variable marketing margin financial
"Variable marketing margin is defined as revenue less variable marketing expense."
Variable marketing margin is the portion of revenue left after paying the costs that change with selling a product — like commissions, promotions, discounts, or retailer allowances — expressed per unit or as a percentage. For investors, it shows how much profit is sensitive to sales volume and promotional activity: like the difference between list price and the money you actually keep after running a sale, it helps assess whether growth or heavy promotion will meaningfully boost or erode profits.
Secured Overnight Financing Rate financial
"bear interest based on the Secured Overnight Financing Rate ("SOFR") of 8.15%"
A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did TREE report in Q3 2026?
LendingTree reported $343.6 million of revenue in the third quarter of 2026, up 12% from $307.8 million in the third quarter of 2025. Insurance revenue was $234.9 million, Home revenue was $41.5 million, and Consumer revenue was $67.2 million.
Why did TREE report a third-quarter 2026 net loss?
LendingTree reported a $72.4 million net loss, including $98.8 million of goodwill impairment charges: $75.5 million in Consumer and $23.3 million in Home. Interim tests found the carrying values of the Home and Consumer reporting units exceeded their respective fair values.
How much will TREE's October option expirations add to Q4 tax expense?
The October 2026 expiration of certain out-of-the-money stock options will increase fourth-quarter 2026 income tax expense by approximately $16.6 million, because the related deferred tax asset for share-based compensation must be written off.
How much debt did TREE repay during Q3 2026?
During the third quarter, LendingTree repurchased approximately $20.0 million in principal of the 2025 Term Loan for $19.7 million and made a voluntary $40.0 million principal prepayment. As of November 6, 2026, borrowings under the term loan were $336.0 million.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Quarterly Period Ended September 30, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File No. 001-34063
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(704 ) 541-5351
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | ||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 30, 2026, there were 14,044,187 shares of the registrant's common stock, par value $0.01 per share, outstanding, excluding treasury shares.
TABLE OF CONTENTS
| Page Number | ||||||||
PART I—FINANCIAL INFORMATION | ||||||||
Item 1. | Financial Statements | 3 | ||||||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 20 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 32 | ||||||
Item 4. | Controls and Procedures | 33 | ||||||
PART II—OTHER INFORMATION | ||||||||
Item 1. | Legal Proceedings | 34 | ||||||
Item 1A. | Risk Factors | 34 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 34 | ||||||
Item 5. | Other Information | 35 | ||||||
Item 6. | Exhibits | 36 | ||||||
2
Table of Contents
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
LENDINGTREE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands, except par value and share amounts) | |||||||||||
| ASSETS: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable (net of allowance of $ | |||||||||||
| Prepaid and other current assets | |||||||||||
| Total current assets | |||||||||||
Property and equipment (net of accumulated depreciation of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred income tax assets | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES: | |||||||||||
| Current portion of long-term debt | $ | $ | |||||||||
| Accounts payable, trade | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Operating lease liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 11) | |||||||||||
| SHAREHOLDERS' EQUITY: | |||||||||||
Preferred stock $ | |||||||||||
Common stock $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
Treasury stock; | ( | ( | |||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying notes to consolidated financial statements are an integral part of these statements.
3
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LENDINGTREE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands, except per share amounts) | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | |||||||||||||||||||||||
| Selling and marketing expense | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Product development | |||||||||||||||||||||||
| Depreciation | |||||||||||||||||||||||
| Amortization of intangibles | |||||||||||||||||||||||
| Goodwill impairment | |||||||||||||||||||||||
| Restructuring and severance | |||||||||||||||||||||||
| Litigation settlements and contingencies | |||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Operating (loss) income | ( | ( | |||||||||||||||||||||
| Other income (expense), net: | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Other income | |||||||||||||||||||||||
| (Loss) income before income taxes | ( | ( | |||||||||||||||||||||
| Income tax benefit (expense) | ( | ( | ( | ||||||||||||||||||||
| Net (loss) income and comprehensive (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net (loss) income per share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted | $ | ( | $ | $ | ( | $ | |||||||||||||||||
The accompanying notes to consolidated financial statements are an integral part of these statements.
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LENDINGTREE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||
| Total | Number of Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Number of Shares | Amount | |||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Net income and comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Non-cash compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes | ( | ( | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Net income and comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Non-cash compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock for stock options, employee stock purchase plan, restricted stock awards and restricted stock units, net of withholding taxes | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Net loss and comprehensive loss | ( | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||
| Non-cash compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes and cancellations | ( | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||
| Total | Number of Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Number of Shares | Amount | |||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Net loss and comprehensive loss | ( | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||
| Non-cash compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes | ( | ( | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Net income and comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Non-cash compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Net income and comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Non-cash compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes | ( | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
The accompanying notes to consolidated financial statements are an integral part of these statements.
5
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LENDINGTREE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in thousands) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net (loss) income and comprehensive (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Loss on impairments and disposal of assets | |||||||||||
| Amortization of intangibles | |||||||||||
| Depreciation | |||||||||||
| Non-cash compensation expense | |||||||||||
| Deferred income taxes | |||||||||||
| Bad debt expense | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Amortization of debt discount | |||||||||||
| Impairment of goodwill | |||||||||||
| Reduction in carrying amount of ROU asset, offset by change in operating lease liabilities | ( | ( | |||||||||
| Gain on settlement of convertible debt | ( | ||||||||||
| Loss on investments | |||||||||||
| Loss on repayment of term loans | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Prepaid and other assets | ( | ( | |||||||||
| Accounts payable, accrued expenses and other current liabilities | |||||||||||
| Income taxes | ( | ||||||||||
| Other, net | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from sale of fixed assets | |||||||||||
| Other investing activities | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from term loan | |||||||||||
| Repayment of term loan | ( | ( | |||||||||
| Payments related to net-share settlement of stock-based compensation, net of proceeds from exercise of stock options | ( | ( | |||||||||
Repayment and repurchase of | ( | ||||||||||
| Payment of revolver issuance costs | ( | ||||||||||
| Payment of debt issuance costs | ( | ||||||||||
| Payment of original issue discount | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | ( | ||||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period | |||||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | $ | $ | |||||||||
| Supplemental cash flow information: | |||||||||||
| Interest paid | $ | $ | |||||||||
The accompanying notes to consolidated financial statements are an integral part of these statements.
6
Table of Contents
LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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
7
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LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
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LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A reconciliation of the beginning and ending balances of the allowance for doubtful accounts is as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Balance, beginning of the period | $ | $ | $ | $ | |||||||||||||||||||
| Charges to earnings | |||||||||||||||||||||||
| Write-off of uncollectible accounts receivable | ( | ( | ( | ( | |||||||||||||||||||
| Recoveries collected | |||||||||||||||||||||||
| Balance, end of the period | $ | $ | $ | $ | |||||||||||||||||||
NOTE 5—GOODWILL AND INTANGIBLE ASSETS
The balance of goodwill, net and intangible assets, net is as follows (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Goodwill | $ | $ | |||||||||
| Accumulated impairment losses | ( | ( | |||||||||
| Net goodwill | $ | $ | |||||||||
| Intangible assets with indefinite lives | $ | $ | |||||||||
| Intangible assets with definite lives, net | |||||||||||
| Total intangible assets, net | $ | $ | |||||||||
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.
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LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Intangible Assets with Definite Lives
Intangible assets with definite lives relate to the following (in thousands):
| Cost | Accumulated Amortization | Net | |||||||||||||||
| Customer lists | $ | $ | ( | $ | |||||||||||||
| Balance at September 30, 2026 | $ | $ | ( | $ | |||||||||||||
| Cost | Accumulated Amortization | Net | |||||||||||||||
| Customer lists | $ | $ | ( | $ | |||||||||||||
| Balance at December 31, 2025 | $ | $ | ( | $ | |||||||||||||
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 | $ | ||||
| Year ending December 31, 2027 | |||||
| Year ending December 31, 2028 | |||||
| Year ending December 31, 2029 | |||||
| Year ending December 31, 2030 | |||||
| Thereafter | |||||
| Total intangible assets with definite lives, net | $ | ||||
NOTE 6—ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Accrued advertising expense | $ | $ | |||||||||
| Accrued compensation and benefits | |||||||||||
| Accrued professional fees | |||||||||||
| Customer deposits and escrows | |||||||||||
| Current lease liabilities | |||||||||||
| Accrued contingencies | |||||||||||
| Other | |||||||||||
| Total accrued expenses and other current liabilities | $ | $ | |||||||||
NOTE 7—SHAREHOLDERS' EQUITY
Basic and diluted income per share was determined based on the following share data (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Weighted average basic common shares | |||||||||||||||||||||||
| Effect of stock options | |||||||||||||||||||||||
| Effect of dilutive share awards | |||||||||||||||||||||||
| Weighted average diluted common shares | |||||||||||||||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 did no 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 Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Selling and marketing expense | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Product development | |||||||||||||||||||||||
| Restructuring and severance | |||||||||||||||||||||||
| Total non-cash compensation | $ | $ | $ | $ | |||||||||||||||||||
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LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 | $ | ||||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | |||||||||||||||||||||||
| Forfeited | |||||||||||||||||||||||
| Expired | ( | ||||||||||||||||||||||
| Options outstanding at September 30, 2026 | $ | ||||||||||||||||||||||
| Options exercisable at September 30, 2026 | $ | $ | |||||||||||||||||||||
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 Conditions | 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 | $ | ||||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | |||||||||||||||||||||||
| Forfeited | |||||||||||||||||||||||
| Expired | |||||||||||||||||||||||
| Options outstanding at September 30, 2026 | $ | ||||||||||||||||||||||
| Options exercisable at September 30, 2026 | $ | $ | |||||||||||||||||||||
(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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Restricted Stock Units
A summary of changes in outstanding nonvested restricted stock units (“RSUs”) is as follows:
| RSUs | |||||||||||
| Number of Units | Weighted Average Grant Date Fair Value | ||||||||||
| (per unit) | |||||||||||
| Nonvested at January 1, 2026 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Nonvested at September 30, 2026 | $ | ||||||||||
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 Units | Weighted Average Grant Date Fair Value | ||||||||||
| (per unit) | |||||||||||
| Nonvested at January 1, 2026 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | |||||||||||
| Nonvested at September 30, 2026 | $ | ||||||||||
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, | ||||||||
| 2026 | 2025 | |||||||
Expected term (1) | ||||||||
Expected volatility (2) | % | % | ||||||
Risk-free interest rate (3) | % | % | ||||||
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(4)For all RSUs with market conditions granted, no dividends are expected to be paid over the contractual term of the RSUs, resulting in a zero 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 typically six-month 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 Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
Expected term (1) | |||||||||||
Expected dividend (2) | |||||||||||
Expected volatility (3) | |||||||||||
Risk-free interest rate (4) | |||||||||||
(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 a zero 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 Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Income tax benefit (expense) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Effective tax rate | % | % | ( | %) | % | ||||||||||||||||||
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
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LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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, 2026 | December 31, 2025 | ||||||||||
| Current Portion | |||||||||||
| Gross carrying amount | $ | $ | |||||||||
| Debt issuance costs | |||||||||||
| Unamortized original issue discount | |||||||||||
| Net carrying amount | $ | $ | |||||||||
| Long-term Portion | |||||||||||
| Gross carrying amount | $ | $ | |||||||||
| Debt issuance costs | |||||||||||
| Unamortized original issue discount | |||||||||||
| Net carrying amount | $ | $ | |||||||||
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 had no 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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 in three 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
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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 | |||||||||||||||||
| Home | Consumer | Insurance | Other | Total | |||||||||||||
| (in thousands) | |||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ||||||||||||
| Segment marketing expense | |||||||||||||||||
| Segment profit (loss) | ( | ||||||||||||||||
| Cost of revenue | |||||||||||||||||
| Brand and other marketing expense | |||||||||||||||||
| General and administrative expense | |||||||||||||||||
| Product development | |||||||||||||||||
| Depreciation | |||||||||||||||||
| Amortization of intangibles | |||||||||||||||||
| Goodwill impairment | |||||||||||||||||
| Restructuring and severance | |||||||||||||||||
| Litigation settlements and contingencies | |||||||||||||||||
| Operating loss | ( | ||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||
| Other income | |||||||||||||||||
| Loss before income taxes | $ | ( | |||||||||||||||
Three Months Ended September 30, 2025 | |||||||||||||||||
| Home | Consumer | Insurance | Other | Total | |||||||||||||
| (in thousands) | |||||||||||||||||
| Revenue | $ | $ | $ | $ | ( | $ | |||||||||||
| Segment marketing expense | |||||||||||||||||
| Segment profit (loss) | ( | ||||||||||||||||
| Cost of revenue | |||||||||||||||||
| Brand and other marketing expense | |||||||||||||||||
| General and administrative expense | |||||||||||||||||
| Product development | |||||||||||||||||
| Depreciation | |||||||||||||||||
| Amortization of intangibles | |||||||||||||||||
| Restructuring and severance | |||||||||||||||||
| Litigation settlements and contingencies | |||||||||||||||||
| Operating income | |||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||
| Other income | |||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
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LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Nine Months Ended September 30, 2026 | |||||||||||||||||
| Home | Consumer | Insurance | Other | Total | |||||||||||||
| (in thousands) | |||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ||||||||||||
| Segment marketing expense | |||||||||||||||||
| Segment profit (loss) | ( | ||||||||||||||||
| Cost of revenue | |||||||||||||||||
| Brand and other marketing expense | |||||||||||||||||
| General and administrative expense | |||||||||||||||||
| Product development | |||||||||||||||||
| Depreciation | |||||||||||||||||
| Amortization of intangibles | |||||||||||||||||
| Goodwill impairment | |||||||||||||||||
| Restructuring and severance | |||||||||||||||||
| Litigation settlements and contingencies | |||||||||||||||||
| Operating loss | ( | ||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||
| Other income | |||||||||||||||||
| Loss before income taxes | $ | ( | |||||||||||||||
Nine Months Ended September 30, 2025 | |||||||||||||||||
| Home | Consumer | Insurance | Other | Total | |||||||||||||
| (in thousands) | |||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ||||||||||||
| Segment marketing expense | |||||||||||||||||
| Segment profit (loss) | ( | ||||||||||||||||
| Cost of revenue | |||||||||||||||||
| Brand and other marketing expense | |||||||||||||||||
| General and administrative expense | |||||||||||||||||
| Product development | |||||||||||||||||
| Depreciation | |||||||||||||||||
| Amortization of intangibles | |||||||||||||||||
| Restructuring and severance | |||||||||||||||||
| Litigation settlements and contingencies | |||||||||||||||||
| Operating income | |||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||
| Other income | |||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
The CODM does not review information on segment assets and as such, no segment asset information is reported herein.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement Regarding Forward-Looking Information
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 amended, 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.
Actual results could differ materially from those contained in the forward-looking statements. Factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include those matters discussed or referenced in Part II, Item 1A. Risk Factors included elsewhere in this Quarterly Report on Form 10-Q and Part I, Item 1A. Risk Factors of the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Annual Report").
Other unknown or unpredictable factors that could also adversely affect our business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this Quarterly Report on Form 10-Q may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of LendingTree, Inc.'s management as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations, except as required by law.
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.
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 are focused on developing new product offerings and enhancements to improve the experience of consumers and Network Partners as they interact with us. By expanding our portfolio of financial services offerings, we are growing and diversifying our business and sources of revenue. We intend to capitalize on our expertise in performance marketing, product development and technology by leveraging the widespread recognition of the LendingTree brand.
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 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.
Economic Conditions
We continue to monitor the current global economic environment, specifically including inflationary pressures and interest rates, and any resulting impacts on our financial position and results of operations. Refer to Part I, Item 1A. “Risk Factors” of our 2025 Annual Report for additional information.
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During 2026, the interest rate environment and inflationary pressures have continued to present challenges for many of our mortgage lending partners. In our Home segment, mortgage rates increased in the third quarter of 2026 and remain significantly higher than 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. The 10-year treasury rate (benchmark mortgage rates) increased in the third quarter to the highest rate in decades. In September 2026 we saw 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 segment. In our Insurance segment, carriers are broadly experiencing strong automotive underwriting results following multiple quarters of premium increases and stable loss cost trends, and we continue to be optimistic about the remainder of 2026.
Segment Reporting
We have three reportable segments: Home, Consumer, and Insurance.
Recent Mortgage Interest Rate Trends
Interest rate and market risks are substantial in the mortgage lead generation business. Short-term fluctuations in mortgage interest rates primarily affect consumer demand for mortgage refinancings, while long-term fluctuations in mortgage interest rates, coupled with the U.S. real estate market, affect consumer demand for new mortgages. Consumer demand, in turn, affects lender demand for mortgage leads from third-party sources, as well as our own ability to attract online consumers to our website.
We dynamically adjust selling and marketing expenditures in all interest rate environments to optimize our results against these variables.
According to Freddie Mac, the monthly average 30-year mortgage interest rates increased from a monthly average of 6.2% in December 2025 to a monthly average of 6.9% in September 2026. On a quarterly basis, 30-year mortgage interest rates in the third quarter of 2026 averaged 6.7%, compared to 6.6% in the third quarter of 2025.
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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 27% in the third quarter of 2026. In the third quarter of 2026, total refinance origination dollars decreased 29% from the fourth quarter of 2025 and decreased 6% from the third quarter of 2025. Industry-wide mortgage origination dollars in the third quarter of 2026 decreased 5% from the fourth quarter of 2025 and decreased 4% from the third quarter of 2025.
According to MBA projections, the mix of mortgage origination dollars is expected to continue to be weighted towards purchase mortgages with the refinance share representing approximately 33% for 2026 compared to 28% in 2025.
The U.S. Real Estate Market
The health of the U.S. real estate market and interest rate levels are the primary drivers of consumer demand for new mortgages. Consumer demand, in turn, affects lender demand for purchase mortgage leads from third-party sources. Typically, a strong real estate market will lead to reduced lender demand for leads, as there are more consumers in the marketplace seeking financing and, accordingly, lenders receive more organic lead volume. Conversely, a weaker real estate market will typically lead to an increase in lender demand, as there are fewer consumers in the marketplace seeking mortgages.
According to Fannie Mae data, existing home sales decreased approximately 2% in the third quarter of 2026 compared to the third quarter of 2025. Fannie Mae predicts overall existing-home sales to decrease approximately 1% in 2026 compared to 2025.
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Results of Operations for the Three and Nine Months ended September 30, 2026 and 2025
Our discussion within Revenue provides the details of consolidated revenue by segment and significant products. In this section, we describe overall changes in revenue in our segments and significant products within each segment and increases or decreases in revenue from the prior period. We also provide insight into how changes in price and volume in each significant product impacted product revenue.
Our Segment Profit is a discussion of profitability within each segment of the business. It is impacted by segment revenues as well as segment cost of revenue and marketing expenses. In Segment Profit, we provide a discussion of the business within each segment, addressing both Company and market impacts on the profitability of each segment in addition to a discussion of segment margin.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
| Home | $ | 41,454 | $ | 38,109 | $ | 3,345 | 9 | % | $ | 124,428 | $ | 115,546 | $ | 8,882 | 8 | % | |||||||||||||
| Consumer | 67,203 | 66,173 | 1,030 | 2 | % | 193,796 | 184,725 | 9,071 | 5 | % | |||||||||||||||||||
| Insurance | 234,931 | 203,512 | 31,419 | 15 | % | 666,053 | 497,321 | 168,732 | 34 | % | |||||||||||||||||||
| Other | — | (2) | 2 | 100 | % | — | 44 | (44) | (100) | % | |||||||||||||||||||
| Revenue | 343,588 | 307,792 | 35,796 | 12 | % | 984,277 | 797,636 | 186,641 | 23 | % | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 11,670 | 11,017 | 653 | 6 | % | 34,635 | 30,954 | 3,681 | 12 | % | |||||||||||||||||||
| Selling and marketing expense | 260,508 | 225,051 | 35,457 | 16 | % | 735,529 | 574,555 | 160,974 | 28 | % | |||||||||||||||||||
| General and administrative expense | 26,437 | 26,229 | 208 | 1 | % | 80,137 | 81,923 | (1,786) | (2) | % | |||||||||||||||||||
| Product development | 10,243 | 11,297 | (1,054) | (9) | % | 31,742 | 34,674 | (2,932) | (8) | % | |||||||||||||||||||
| Depreciation | 4,147 | 3,995 | 152 | 4 | % | 12,609 | 12,533 | 76 | 1 | % | |||||||||||||||||||
| Amortization of intangibles | 1,258 | 1,288 | (30) | (2) | % | 3,834 | 3,902 | (68) | (2) | % | |||||||||||||||||||
| Goodwill impairment | 98,823 | — | 98,823 | — | % | 98,823 | — | 98,823 | — | % | |||||||||||||||||||
| Restructuring and severance | 519 | 80 | 439 | 549 | % | 3,297 | 1,235 | 2,062 | 167 | % | |||||||||||||||||||
| Litigation settlements and contingencies | 260 | 69 | 191 | 277 | % | 1,036 | 15,279 | (14,243) | (93) | % | |||||||||||||||||||
| Total costs and expenses | 413,865 | 279,026 | 134,839 | 48 | % | 1,001,642 | 755,055 | 246,587 | 33 | % | |||||||||||||||||||
| Operating (loss) income | (70,277) | 28,766 | (99,043) | (344) | % | (17,365) | 42,581 | (59,946) | (141) | % | |||||||||||||||||||
| Other income (expense), net: | |||||||||||||||||||||||||||||
| Interest expense, net | (9,129) | (17,907) | (8,778) | (49) | % | (26,178) | (37,393) | (11,215) | (30) | % | |||||||||||||||||||
| Other income | 1,009 | 732 | 277 | 38 | % | 2,210 | 2,368 | (158) | (7) | % | |||||||||||||||||||
| (Loss) income before income taxes | (78,397) | 11,591 | (89,988) | (776) | % | (41,333) | 7,556 | (48,889) | (647) | % | |||||||||||||||||||
| Income tax benefit (expense) | 6,033 | (1,426) | (7,459) | (523) | % | (4,191) | (904) | 3,287 | 364 | % | |||||||||||||||||||
| Net (loss) income and comprehensive (loss) income | $ | (72,364) | $ | 10,165 | $ | (82,529) | (812) | % | $ | (45,524) | $ | 6,652 | $ | (52,176) | (784) | % | |||||||||||||
Revenue
Revenue increased in the third quarter and first nine months of 2026 compared to the third quarter and first nine months of 2025 primarily due to increases in our Insurance, Home and Consumer segments.
Revenue from our Insurance segment increased $31.4 million, or 15%, to $234.9 million in the third quarter of 2026 from $203.5 million in the third quarter of 2025. The increase in revenue was due to a 36% increase in revenue earned per consumer, representing $73.9 million of the increase, offset by a 15% decrease in volume, representing $42.5 million of a decrease. Revenue from our Insurance segment increased $168.7 million, or 34%, to $666.1 million in the first nine months of 2026 from $497.3 million in the first nine months of 2025. The increase in revenue was due to a 22% increase in revenue earned per consumer, representing $110.2 million of the increase, and a 10% increase in volume, representing $58.5 million of the
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increase. We measure volume for our insurance product as the number of consumer request forms and, in certain cases 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 increased $1.0 million, or 2%, in the third quarter of 2026 from the third quarter of 2025 primarily due to an increase in personal loans partially offset by a decrease in credit cards. Revenue from our Consumer segment increased $9.1 million, or 5%, in the first nine months of 2026 from the first nine months of 2025 primarily due to increases in our small business loans and personal loans, partially offset by a decrease in credit cards.
For the current periods, no products in our Consumer segment represented more than 10% of revenue; however, certain Consumer products experienced notable changes. Revenue from small business increased $9.6 million, or 16%, in the first nine months of 2026 compared to the first nine months of 2025 due to increases in revenue earned per consumer, partially offset by a decrease in volume.
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 $3.3 million, or 9%, in the third quarter of 2026 from the third quarter of 2025 and increased $8.9 million, or 8%, in the first nine months of 2026 from the first nine months of 2025 primarily due to increases in revenue from our home equity loans, partially offset by decreases in mortgage products. As more homeowners choose to stay in their homes and home equity levels remain near record highs, consumers are increasingly utilizing the value in their homes to fund renovations and other large ticket expenses, which we expect will continue in the current interest rate environment.
For the current periods, no products in our Home segment represented more than 10% of revenue; however, certain Home products experienced notable changes. Revenue from home equity loans increased $5.7 million, or 20%, in the third quarter of 2026 compared to the third quarter of 2025 due to increases in revenue earned per consumer.
Cost of revenue
Cost of revenue consists primarily of costs associated with compensation and other employee-related costs (including stock-based compensation) relating to internally-operated customer call centers, third-party customer call center fees, credit scoring fees, credit card fees, website network hosting, and server fees.
Cost of revenue increased $0.7 million in the third quarter of 2026 from the third quarter of 2025 primarily due to an increase in compensation and benefits. Cost of revenue increased $3.7 million in the first nine months of 2026 from the first nine months of 2025 primarily due to an increase in compensation and benefits of $3.2 million.
Cost of revenue as a percentage of revenue decreased to 3% in the third quarter of 2026 compared to 4% in the third quarter of 2025. Cost of revenue as a percentage of revenue was 4% in first nine months of 2026 which is consistent with the first nine months of 2025.
Selling and marketing expense
Selling and marketing expense consists primarily of advertising and promotional expenditures and compensation and other employee-related costs (including stock-based compensation) for personnel engaged in sales or marketing functions. Advertising and promotional expenditures primarily include online marketing, as well as television, print, and radio spending. Advertising production costs are expensed in the period the related ad is first run.
Selling and marketing expense increased $35.5 million in the third quarter of 2026 compared to the third quarter 2025, and increased $161.0 million in the first nine months of 2026 compared to the first nine months of 2025 primarily due to the changes in advertising and promotional expense discussed below.
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Advertising and promotional expense is the largest component of selling and marketing expense, and is comprised of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
| Online | $ | 247,515 | $ | 213,661 | $ | 33,854 | 16 | % | $ | 699,270 | $ | 540,145 | $ | 159,125 | 29 | % | |||||||||||||
| Broadcast | 33 | 1 | 32 | 3,200 | % | 36 | 16 | 20 | 125 | % | |||||||||||||||||||
| Other | 1,092 | 906 | 186 | 21 | % | 3,137 | 2,876 | 261 | 9 | % | |||||||||||||||||||
| Total advertising expense | $ | 248,640 | $ | 214,568 | $ | 34,072 | 16 | % | $ | 702,443 | $ | 543,037 | $ | 159,406 | 29 | % | |||||||||||||
In the periods presented, advertising and promotional expenses are equivalent to the non-GAAP measure variable marketing expense. See Variable Marketing Expense and Variable Marketing Margin below for additional information.
Revenue is primarily driven by Network Partner demand for our products, which is matched to corresponding consumer requests. We adjust our selling and marketing expenditures dynamically in relation to anticipated revenue opportunities in order to ensure sufficient consumer inquiries to profitably meet such demand. An increase in a product’s revenue is generally met by a corresponding increase in marketing spend, and conversely a decrease in a product’s revenue is generally met by a corresponding decrease in marketing spend. This relationship exists for our Home, Consumer, and Insurance segments.
We adjusted our advertising expenditures in the third quarter and first nine months of 2026 compared to the third quarter and first nine 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
General and administrative expense consists primarily of compensation and other employee-related costs (including stock-based compensation) for personnel engaged in finance, legal, tax, corporate information technology, human resources and executive management functions, as well as facilities and infrastructure costs and fees for professional services.
General and administrative expense was generally consistent in the third quarter of 2026 and the third quarter of 2025. General and administrative expense decreased $1.8 million in the first nine months of 2026 from the first nine months of 2025 primarily due to a decrease in compensation and benefits of $3.6 million, partially offset by an increase in professional fees of $1.3 million and technology costs of $0.8 million.
General and administrative expense as a percentage of revenue decreased to 8% in the third quarter of 2026 compared to 9% in the third quarter of 2025, and decreased to 8% in the first nine months of 2026 compared to 10% in the first nine months of 2025.
Product development
Product development expense consists primarily of compensation and other employee-related costs (including stock-based compensation) and third-party labor costs that are not capitalized, for employees and consultants engaged in the design, development, testing and enhancement of technology.
Product development expense decreased $1.1 million in the third quarter of 2026 compared to the third quarter of 2025 and decreased $2.9 million in the first nine months of 2026 from the first nine months of 2025. We continued to invest in internal development of new and enhanced features, functionality and business opportunities that we believe will enable us to better and more fully serve consumers and Network Partners.
Goodwill impairment
In the third quarter of 2026, we incurred goodwill impairment charges of $75.5 million in our Consumer reporting unit and $23.3 million in our Home reporting unit. See Note 5—Goodwill and Intangible Assets for additional information.
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Litigation Settlements and Contingencies
In the first quarter of 2025, we incurred $15.2 million of expenses for litigation contingencies due to the Mantha litigation. See Note 11—Contingencies in the notes to the consolidated financial statements for additional information on litigation matters.
Interest expense, net
In the third quarter of 2026, we repurchased approximately $20.0 million in principal amount of our 2025 Term Loan (as defined herein) for $19.7 million, plus accrued and unpaid interest, and made a voluntary principal prepayment of $40.0 million on the 2025 Term Loan. As a result, we recognized a loss on the extinguishment of $0.7 million primarily due to the write-off of unamortized debt issuance costs and original issue discount costs, which is included in interest expense, net in the consolidated statement of operations and comprehensive income.
In the third quarter of 2025, we refinanced our September 15, 2021 credit agreement and our March 27, 2024 first lien term loan facility, which collectively had $402.8 million outstanding, with proceeds from the $400.0 million 2025 Term Loan and cash on hand at par plus accrued and unpaid interest. As a result of the refinancing, we recognized a loss on the extinguishment of $7.9 million due to 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 operations and comprehensive income.
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 in the first nine 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
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 is partially offset by state taxes and permanent non-deductible items. For the first nine months of 2026, these offsetting factors exceeded the discrete goodwill benefit.
Certain out-of-the-money stock options expired unexercised in October 2026, and as a result we are required to write-off the related deferred tax asset for share-based compensation, which will increase income tax expense by approximately $16.6 million in the fourth quarter of 2026, and increase the effective tax rate. See Note 9—Income Taxes for further information.
For the third quarter and first nine months of 2025, the effective tax rate varied from the federal statutory rate of 21% primarily due 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.
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Segment Profit
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
| Home | |||||||||||||||||||||||||||||
| Revenue | $ | 41,454 | $ | 38,109 | $ | 3,345 | 9 | % | $ | 124,428 | $ | 115,546 | $ | 8,882 | 8 | % | |||||||||||||
Segment marketing expense (1) | 29,053 | 26,327 | 2,726 | 10 | % | $ | 90,787 | $ | 77,562 | $ | 13,225 | 17 | % | ||||||||||||||||
| Segment profit | $ | 12,401 | $ | 11,782 | $ | 619 | 5 | % | $ | 33,641 | $ | 37,984 | $ | (4,343) | (11) | % | |||||||||||||
| Segment margin | 30% | 31% | 27% | 33% | |||||||||||||||||||||||||
| Consumer | |||||||||||||||||||||||||||||
| Revenue | 67,203 | 66,173 | 1,030 | 2 | % | 193,796 | 184,725 | 9,071 | 5 | % | |||||||||||||||||||
Segment marketing expense (1) | 37,628 | 30,970 | 6,658 | 21 | % | 103,668 | 90,315 | 13,353 | 15 | % | |||||||||||||||||||
| Segment profit | 29,575 | 35,203 | (5,628) | (16) | % | 90,128 | 94,410 | (4,282) | (5) | % | |||||||||||||||||||
| Segment margin | 44% | 53% | 47% | 51% | |||||||||||||||||||||||||
| Insurance | |||||||||||||||||||||||||||||
| Revenue | 234,931 | 203,512 | 31,419 | 15 | % | 666,053 | 497,321 | 168,732 | 34 | % | |||||||||||||||||||
Segment marketing expense (1) | 180,709 | 155,864 | 24,845 | 16 | % | 503,902 | 370,967 | 132,935 | 36 | % | |||||||||||||||||||
| Segment profit | 54,222 | 47,648 | 6,574 | 14 | % | 162,151 | 126,354 | 35,797 | 28 | % | |||||||||||||||||||
| Segment margin | 23% | 23% | 24% | 25% | |||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Revenue | — | (2) | 2 | 100 | % | — | 44 | (44) | (100) | % | |||||||||||||||||||
Segment marketing expense (1) | 58 | 68 | (10) | (15) | % | 200 | 138 | 62 | 45 | % | |||||||||||||||||||
| Other | (58) | (70) | 12 | 17 | % | (200) | (94) | (106) | (113) | % | |||||||||||||||||||
| Total | |||||||||||||||||||||||||||||
| Revenue | 343,588 | 307,792 | 35,796 | 12 | % | 984,277 | 797,636 | 186,641 | 23 | % | |||||||||||||||||||
Segment marketing expense (1) | 247,448 | 213,229 | 34,219 | 16 | % | 698,557 | 538,982 | 159,575 | 30 | % | |||||||||||||||||||
| Segment profit | $ | 96,140 | $ | 94,563 | $ | 1,577 | 2 | % | $ | 285,720 | $ | 258,654 | $ | 27,066 | 10 | % | |||||||||||||
| Segment margin | 28% | 31% | 29% | 32% | |||||||||||||||||||||||||
(1)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 costs. | |||||||||||||||||||||||||||||
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 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.
Home
Home segment revenue increased 9% to $41.5 million in the third quarter of 2026 from the third quarter of 2025 and segment profit increased 5% to $12.4 million in the third quarter of 2026 from the third quarter of 2025. Segment margin decreased slightly to 30% in the third quarter of 2026 compared to 31% in the third quarter of 2025.
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
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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.
Consumer
Our Consumer segment revenue increased 2% to $67.2 million in the third quarter of 2026 from the third quarter of 2025, and segment profit decreased 16% to $29.6 million in the third quarter of 2026 from the third quarter of 2025. Segment margin decreased to 44% in the third quarter of 2026 compared to 53% in the third quarter of 2025 primarily due to lower close rates and an increase in marketing costs in our small business product. After the initial reactions to the Middle East hostilities and spiking oil prices, demand from small business owners improved in the third quarter of 2026 compared to the second quarter of 2026 and lender approval rates have stabilized.
See the section titled "Revenue" above for additional discussion of declines in product revenues within the Consumer segment.
Insurance
Insurance revenue increased 15% to $234.9 million in the third quarter of 2026 from the third quarter of 2025 and segment profit increased 14% to $54.2 million in the third quarter of 2026 from the third quarter of 2025. Segment margin was consistent at 23% in the third quarter of 2026 compared to the third quarter of 2025.
Insurance carriers continue to broadly generate strong underwriting results. Auto rate decreases in numerous states has led to increased competition for market share. The increased demand has created a competitive market to acquire customers seeking an auto policy, which has led to strong growth in both revenue as well as associated media costs. We expect advertising costs to remain elevated for the remainder of 2026. Our strategy is to capture the maximum level of carrier advertising budgets when we have an opportunity to drive incremental segment profit and take share from competitors. These incremental dollars have pressured overall segment margin while simultaneously contributing to robust segment profit.
Variable Marketing Expense and Variable Marketing Margin
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.
Variable marketing expense is defined as the expense attributable to variable costs paid for advertising, direct marketing and related expenses, and excluding overhead, fixed costs and personnel-related expenses. The majority of these variable advertising costs are expressly intended to drive traffic to our websites and these variable advertising costs are included in selling and marketing expense on our consolidated statements of operations and comprehensive income. Variable marketing margin is defined as revenue less variable marketing expense.
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The following shows the calculation of variable marketing margin:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Revenue | $ | 343,588 | $ | 307,792 | $ | 984,277 | $ | 797,636 | |||||||||||||||
| Variable marketing expense | 248,640 | 214,568 | 702,443 | 543,037 | |||||||||||||||||||
| Variable marketing margin | $ | 94,948 | $ | 93,224 | $ | 281,834 | $ | 254,599 | |||||||||||||||
Below is a reconciliation of selling and marketing expense, the most directly comparable GAAP measure, to variable marketing expense:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Selling and marketing expense | $ | 260,508 | $ | 225,051 | $ | 735,529 | $ | 574,555 | |||||||||||||||
| Non-variable selling and marketing expense | (11,868) | (10,483) | (33,086) | (31,518) | |||||||||||||||||||
| Variable marketing expense | $ | 248,640 | $ | 214,568 | $ | 702,443 | $ | 543,037 | |||||||||||||||
The following is a reconciliation of net (loss) income, the most directly comparable GAAP measure, to variable marketing margin:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Net (loss) income | $ | (72,364) | $ | 10,165 | $ | (45,524) | $ | 6,652 | |||||||||||||||
| Adjustments to reconcile to variable marketing margin: | |||||||||||||||||||||||
| Cost of revenue | 11,670 | 11,017 | 34,635 | 30,954 | |||||||||||||||||||
Non-variable selling and marketing expense (1) | 11,868 | 10,483 | 33,086 | 31,518 | |||||||||||||||||||
| General and administrative expense | 26,437 | 26,229 | 80,137 | 81,923 | |||||||||||||||||||
| Product development | 10,243 | 11,297 | 31,742 | 34,674 | |||||||||||||||||||
| Depreciation | 4,147 | 3,995 | 12,609 | 12,533 | |||||||||||||||||||
| Amortization of intangibles | 1,258 | 1,288 | 3,834 | 3,902 | |||||||||||||||||||
| Goodwill impairment | 98,823 | — | 98,823 | — | |||||||||||||||||||
| Restructuring and severance | 519 | 80 | 3,297 | 1,235 | |||||||||||||||||||
| Litigation settlements and contingencies | 260 | 69 | 1,036 | 15,279 | |||||||||||||||||||
| Interest expense, net | 9,129 | 17,907 | 26,178 | 37,393 | |||||||||||||||||||
| Other (income) expense | (1,009) | (732) | (2,210) | (2,368) | |||||||||||||||||||
| Income tax (benefit) expense | (6,033) | 1,426 | 4,191 | 904 | |||||||||||||||||||
| Variable marketing margin | $ | 94,948 | $ | 93,224 | $ | 281,834 | $ | 254,599 | |||||||||||||||
| (1) | Represents the portion of selling and marketing expense not attributable to variable costs paid for advertising, direct marketing and related expenses. Includes overhead, fixed costs and personnel-related expenses. | ||||
Adjusted EBITDA
We report Adjusted EBITDA as a supplemental measure to GAAP. This measure is the primary metric by which we evaluate the performance of our businesses, on which our marketing expenditures and internal budgets are based and by which,
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in most years, management and many employees are compensated. 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.
Definition of Adjusted EBITDA
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 investments, (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.
One-Time Items
Adjusted EBITDA is adjusted for one-time items, if applicable. Items are considered one-time in nature if they are non-recurring, infrequent, or unusual and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules. For the periods presented below, there are no adjustments for one-time items.
Non-Cash Expenses that are Excluded from Adjusted EBITDA
Non-cash compensation expense consists principally of expense associated with grants of restricted stock, restricted stock units and stock options, some of which awards have performance-based vesting conditions. Non-cash compensation expense also includes expense associated with employee stock purchase plans. These expenses are not paid in cash, and we include the related shares in our calculations of fully diluted shares outstanding. Upon settlement of restricted stock units, exercise of certain stock options or vesting of restricted stock awards, the awards may be settled, on a net basis, with us remitting the required tax withholding amount from our current funds.
Amortization of intangibles are non-cash expenses relating primarily to intangible assets acquired through acquisitions. At the time of an acquisition, the intangible assets of the acquired company, such as purchase agreements, technology and customer relationships, are valued and amortized over their estimated lives.
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The following table is a reconciliation of net (loss) income, the most directly comparable GAAP measure, to Adjusted EBITDA.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Net (loss) income | $ | (72,364) | $ | 10,165 | $ | (45,524) | $ | 6,652 | |||||||||||||||
| Adjustments to reconcile to Adjusted EBITDA: | |||||||||||||||||||||||
| Amortization of intangibles | 1,258 | 1,288 | 3,834 | 3,902 | |||||||||||||||||||
| Depreciation | 4,147 | 3,995 | 12,609 | 12,533 | |||||||||||||||||||
| Restructuring and severance | 519 | 80 | 3,297 | 1,235 | |||||||||||||||||||
| Loss on impairments and disposal of assets | 3 | 593 | 6 | 847 | |||||||||||||||||||
| Loss on investments | — | — | 359 | 1,225 | |||||||||||||||||||
| Goodwill impairment | 98,823 | — | 98,823 | — | |||||||||||||||||||
| Non-cash compensation expense | 4,896 | 5,002 | 14,160 | 19,836 | |||||||||||||||||||
| Contribution to LendingTree Foundation | — | — | 400 | — | |||||||||||||||||||
| Litigation settlements and contingencies | 260 | 69 | 1,036 | 15,279 | |||||||||||||||||||
| Interest expense, net | 9,129 | 17,907 | 26,178 | 37,393 | |||||||||||||||||||
| Dividend income | (1,008) | (730) | (2,568) | (3,592) | |||||||||||||||||||
| Income tax (benefit) expense | (6,033) | 1,426 | 4,191 | 904 | |||||||||||||||||||
| Adjusted EBITDA | $ | 39,630 | $ | 39,795 | $ | 116,801 | $ | 96,214 | |||||||||||||||
Financial Condition, Liquidity and Capital Resources
General
As of September 30, 2026, we had $82.7 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, 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 and inflation on our liquidity and capital resources.
In the third quarter of 2026, we repurchased $20.0 million in outstanding principal of the 2025 Term Loan and made a voluntary principal prepayment of $40.0 million on the 2025 Term Loan.
For additional information, See Note 10—Debt, in the note to the consolidated financial statements included elsewhere in this report.
Equity Distribution Agreement
In July 2024, we entered into an Equity Distribution Agreement in connection with the establishment of an ATM Equity Program under which we may sell up to an aggregate of $50.0 million of shares of our common stock. No sales have been made under the Equity Distribution Agreement since its inception.
Credit Facilities
On August 21, 2025, we entered into a credit agreement (the "2025 Credit Agreement"), consisting of a $75.0 million revolving credit facility (the "2025 Revolving Facility") 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. Proceeds from the 2025 Term Loan were used to refinance two previously outstanding term loans and for working capital and general corporate purposes.
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As of November 6, 2026, we had $336.0 million borrowings outstanding under the 2025 Term Loan and we have $75.0 million available for borrowing under the 2025 Revolving Facility.
See Note 10—Debt for additional information.
Cash Flows
Our cash flows are as follows:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in thousands) | |||||||||||
| Net cash provided by operating activities | $ | 76,448 | $ | 56,575 | |||||||
| Net cash used in investing activities | (8,825) | (6,926) | |||||||||
| Net cash used in financing activities | (65,987) | (87,665) | |||||||||
Cash Flows from Operating Activities
Our largest source of cash provided by our operating activities is revenues generated by our products. Our primary uses of cash from our operating activities include advertising and promotional payments. In addition, our uses of cash from operating activities include compensation and other employee-related costs, other general corporate expenditures, litigation settlements and contingencies, and income taxes.
Net cash provided by operating activities increased in the first nine months of 2026 from the first nine months of 2025 primarily due to increases in revenue, partially offset by operating costs.
Cash Flows from Investing Activities
Net cash used in investing activities in the first nine months of 2026 and 2025 of $8.8 million and $6.9 million, respectively, consisted of capital expenditures primarily related to internally developed software, partially offset by proceeds from the sale of fixed assets in the first nine months of 2025.
Cash Flows from Financing Activities
Net cash used in financing activities in the first nine months of 2026 of $66.0 million consisted primarily of $62.7 million of payments on the 2025 Term Loan and $3.3 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the exercise of stock options.
Net cash used in financing activities in the first nine months of 2025 of $87.7 million consisted primarily of the repurchase of the 2025 Notes for $115.0 million, term loan repayments of $409.4 million, and $2.8 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the exercise of stock options, partially offset by net proceeds from term loans of $439.5 million.
New Accounting Pronouncements and Critical Accounting Estimates
For information regarding new accounting pronouncements and critical accounting estimates, see Note 2—Significant Accounting Policies, in Part I, Item 1 Financial Statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risks as a result of changes to interest rates.
Interest Rate Risk
Other than our 2025 Credit Facility, we do not have any financial instruments that are exposed to significant market risk. We maintain our cash and cash equivalents in bank deposits and short-term, highly liquid money market investments. A hypothetical 100-basis point increase or decrease in market interest rates would not have a material impact on the fair value of
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our cash equivalents securities, or our earnings on such cash equivalents, but would have a $3.4 million annual effect on the interest paid on borrowings under the 2025 Credit Facility. As of November 6, 2026, the Company had $336.0 million outstanding on its 2025 Term Loan, and there were no outstanding borrowings under its 2025 Revolving Facility.
Fluctuations in interest rates affect consumer demand for new mortgages and the level of refinancing activity which, in turn, affects lender demand for mortgage leads.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), management, with the participation of our principal executive officer (our Chief Executive Officer) and principal financial officer (our Chief Financial Officer), evaluated, as of the end of the period covered by this report, the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is accumulated and communicated to a company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective, as of September 30, 2026, to reasonably ensure that information required to be disclosed and filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified, and that management will be timely alerted to material information required to be included in our periodic reports filed with the Securities and Exchange Commission.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter ended September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, we are party to litigation involving property, contract, intellectual property, data privacy and security, and a variety of other claims. The amounts that may be incurred in such matters may be subject to insurance coverage. We have provided information about certain legal proceedings in which we are involved in Part I, Item 3. Legal Proceedings of our 2025 Annual Report and updated that information in Note 11—Contingencies to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
Risk factors that affect our business and financial results are discussed in Part I, Item 1A "Risk Factors," in our 2025 Annual Report. There have been no material changes to the risk factors included in our 2025 Annual Report.
You should carefully consider the risks described in our 2025 Annual Report, which could materially affect our business, financial condition or future results. The risks described in our 2025 Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
We have a stock repurchase program authorized for the repurchase of LendingTree common stock. Under this program, we can repurchase stock in the open market or through privately-negotiated transactions. We have used available cash to finance these repurchases. We will determine the timing and amount of any additional repurchases based on our evaluation of market conditions, applicable SEC guidelines and regulations, and other factors. This program may be suspended or discontinued at any time at the discretion of our board of directors. Furthermore, our 2025 Credit Facility limits stock repurchases. During the quarter ended September 30, 2026, no shares of common stock were repurchased under the stock repurchase program. As of November 6, 2026, approximately $96.7 million remains authorized for share repurchase.
Additionally, the LendingTree 2023 Stock Plan and LendingTree 2023 Inducement Grant Plan allows employees to forfeit shares of our common stock to satisfy federal and state withholding obligations upon the exercise of stock options, the settlement of restricted stock unit awards and the vesting of restricted stock awards granted to those individuals under the plans. During the quarter ended September 30, 2026, 3,972 shares were withheld related to these obligations under the LendingTree 2023 Stock Plan. The withholding of those shares does not affect the dollar amount or number of shares that may be purchased under the stock repurchase program described above.
The following table provides information about the Company's purchases of equity securities during the quarter ended September 30, 2026.
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| 7/1/2026 - 7/31/2026 | 2,345 | $ | 45.00 | — | $ | 96,655 | ||||||||||||||||||||
| 8/1/2026 - 8/31/2026 | 36 | $ | 35.76 | — | $ | 96,655 | ||||||||||||||||||||
| 9/1/2026 - 9/30/2026 | 1,591 | $ | 24.55 | — | $ | 96,655 | ||||||||||||||||||||
| Total | 3,972 | $ | 36.72 | — | $ | 96,655 | ||||||||||||||||||||
(1)During July 2026, August 2026 and September 2026, 2,345 shares, 36 shares and 1,591 shares, respectively (totaling 3,972 shares), were purchased to satisfy federal and state withholding obligations of our employees upon the
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settlement of restricted stock units and the exercise of stock options, all in accordance with our 2023 Stock Plan, as described above.
(2)See the narrative disclosure above the table for further description of our publicly announced stock repurchase program.
Item 5. Other Information
During the fiscal quarter ended September 30, 2026, none of the Company's directors or executive officers adopted terminated
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Item 6. Exhibits
| Exhibit | Description | Location | ||||||||||||
| 3.1 | Amended and Restated Certificate of Incorporation of LendingTree, Inc. | Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed August 25, 2008 | ||||||||||||
| 3.2 | Sixth Amended and Restated By-laws of LendingTree, Inc. | Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed October 30, 2026 | ||||||||||||
| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | † | ||||||||||||
| 31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | † | ||||||||||||
| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | †† | ||||||||||||
| 32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | †† | ||||||||||||
| 101.INS | XBRL Instance Document — The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ††† | ||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | ††† | ||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ††† | ||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ††† | ||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ††† | ||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ††† | ||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101) | ††† | ||||||||||||
________________________________________________________________________________________________________________________________
† Filed herewith.
†† Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Exchange Act and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
††† Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act are deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise are not subject to liability under those sections.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 6, 2026
| LENDINGTREE, INC. | ||||||||
| By: | /s/ JASON BENGEL | |||||||
| Jason Bengel | ||||||||
| Chief Financial Officer | ||||||||
| (principal financial officer and duly authorized officer) | ||||||||
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