LendingTree (TREE) CHRO to depart, secures consulting role and retirement equity treatment

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

LendingTree, Inc. is announcing the departure of Chief Human Resources Officer Jill Olmstead, whose employment will be terminated without cause effective May 31, 2026. Under the company’s Executive Severance Pay Plan, she will receive cash severance equal to 1.0x her base salary, paid over 12 months, accelerated vesting of equity awards that would have vested in the 12 months after termination, and reimbursement of 12 months of COBRA premiums for her and eligible dependents.

The company will also enter into a consulting agreement under which Olmstead will provide transition services from June 1, 2026 through March 31, 2027 for fees of $10,000 per month in exchange for up to 80 hours of services on average per month. For purposes of the 2023 Stock Plan, this consulting service will count as continuous service so that, upon completion, she is treated as satisfying the “Rule of 65,” allowing eligible equity awards with retirement provisions to continue vesting under their existing terms.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Cash severance multiple: 1.0x base salary Equity acceleration window: 12 months COBRA premium reimbursement: 12 months +4 more

7 metrics

Cash severance multiple 1.0x base salary Severance payable over 12 months after May 31, 2026 termination

Equity acceleration window 12 months Equity awards that would have vested in 12 months after termination accelerate

COBRA premium reimbursement 12 months COBRA premiums for Olmstead and eligible dependents reimbursed for 12 months

Consulting fee $10,000 per month Paid during consulting period from June 1, 2026 to March 31, 2027

Consulting hours 80 hours per month Maximum average monthly services under consulting agreement

Employment termination date May 31, 2026 Effective date of termination without cause for CHRO role

Consulting period end March 31, 2027 End of consulting term counted as Termination of Employment under 2023 Stock Plan

Key Terms

Executive Severance Pay Plan, COBRA premiums, 2023 Stock Plan, Rule of 65, +1 more

5 terms

Executive Severance Pay Plan financial

"the Compensation Committee of the Board of Directors approved severance benefits pursuant to the Company’s Executive Severance Pay Plan"

COBRA premiums financial

"reimbursement of 12 months’ of COBRA premiums for Ms. Olmstead and her eligible dependents"

2023 Stock Plan financial

"eligibility for “Retirement” treatment under the Company’s 2023 Stock Plan"

Rule of 65 financial

"Ms. Olmstead will be deemed to satisfy the “Rule of 65” provisions under the 2023 Stock Plan"

restrictive covenant obligations financial

"subject to Ms. Olmstead’s execution and non-revocation of a general release of claims and continued compliance with the applicable restrictive covenant obligations"

Understanding 8-K Material Events →

05/18/2026 - 04:31 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2026

LendingTree, Inc.

(Exact name of registrant as specified in charter)

Delaware

001-34063

26-2414818

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

1415 Vantage Park Dr., Suite 700, Charlotte, NC	28203
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (704) 541-5351

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		TREE		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Jill Olmstead will be leaving her role as the Chief Human Resources Officer of LendingTree, LLC (together with LendingTree, Inc., the “Company”), and her employment will be terminated without cause effective May 31, 2026 (the “Effective Date”).

In connection with Ms. Olmstead’s departure, the Compensation Committee of the Board of Directors approved severance benefits pursuant to the Company’s Executive Severance Pay Plan (“Plan”), subject to Ms. Olmstead’s execution and non-revocation of a general release of claims and continued compliance with the applicable restrictive covenant obligations contained in the release. Under the Plan, Ms. Olmstead will be entitled to receive as severance (i) cash severance equal to 1.0x her base salary, payable in equal installments over the 12-month period following Ms. Olmstead’s termination of employment payable in accordance with the Plan and the Company’s regular payroll policies, (ii) accelerated vesting of Ms. Olmstead’s outstanding equity awards that would have vested during the 12 months following her termination of employment, and (iii) reimbursement of 12 months’ of COBRA premiums for Ms. Olmstead and her eligible dependents.

In addition, the Company will enter into a consulting agreement with Ms. Olmstead pursuant to which Ms. Olmstead will provide transition services to the Company for the period beginning June 1, 2026, and ending March 31, 2027. Pursuant to the consulting agreement, the Company will pay Ms. Olmstead consulting fees of $10,000 per month during the consulting period, and Ms. Olmstead will agree to provide up to 80 hours of services, on average, per month.

The Compensation Committee also approved that, solely for purposes of determining Ms. Olmstead’s eligibility for “Retirement” treatment under the Company’s 2023 Stock Plan (“Stock Plan”) and applicable award agreements, Ms. Olmstead’s service pursuant to the consulting agreement from June 1, 2026 through March 31, 2027 (which shall be considered the date of her Termination of the Employment, as defined under 2023 Stock Plan) will be treated as continuous service with the Company, such that upon completion of the consulting agreement Ms. Olmstead will be deemed to satisfy the “Rule of 65” provisions under the 2023 Stock Plan. Accordingly, any equity awards held by Ms. Olmstead that provide for continued vesting treatment upon Retirement will thereafter continue to vest in accordance with the terms of the applicable award agreements and the 2023 Stock Plan.

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 hereunto duly authorized.

Date: May 18, 2026
	LENDINGTREE, INC.

	By:	/s/ Heather Novitsky
		Heather Novitsky
		Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did LendingTree (TREE) announce about Jill Olmstead?

LendingTree announced that Chief Human Resources Officer Jill Olmstead will leave the company effective May 31, 2026. Her departure is classified as a termination without cause and is accompanied by severance, continued benefits, and a consulting arrangement to support a transition period.

What severance will Jill Olmstead receive from LendingTree (TREE)?

Jill Olmstead will receive cash severance equal to 1.0x her base salary, paid over 12 months. She will also receive accelerated vesting of equity awards scheduled to vest within 12 months after termination and reimbursement of 12 months of COBRA premiums for her and eligible dependents.

What are the terms of Jill Olmstead’s consulting agreement with LendingTree (TREE)?

Olmstead will provide consulting services from June 1, 2026 through March 31, 2027 for $10,000 per month. She will agree to provide up to 80 hours of services on average per month, supporting transition needs after her employment ends.

How does the LendingTree (TREE) 2023 Stock Plan affect Jill Olmstead’s equity awards?

Service under the consulting agreement will be treated as continuous service for the 2023 Stock Plan. After completing the consulting term, she will be deemed to satisfy the “Rule of 65,” allowing eligible equity awards with retirement provisions to continue vesting under existing award agreements.

Will Jill Olmstead’s equity awards at LendingTree (TREE) continue to vest after her departure?

Certain equity awards will continue to vest after her consulting period ends. Because her consulting service counts as continuous service and qualifies her under the Stock Plan’s retirement provisions, awards that provide continued vesting upon retirement will follow their original vesting schedules.

Filing Exhibits & Attachments

3 documents