[8-K] LendingTree, Inc. Reports Material Event

Rhea-AI Filing Summary

Clean Harbors, Inc. (CLH) – Form 144 filing

• Securities for sale: 836 common shares, representing roughly 0.0016% of the 53,632,607 shares outstanding.
• Approximate market value: $195,323.04 based on figures supplied in the notice.
• Planned sale date & venue: 31 Jul 2025 on the NYSE through broker Morgan Stanley Smith Barney LLC, 1 New York Plaza, NY.
• Source of shares: Restricted stock acquired 21 May 2025 from the issuer; no indication the transfer was a gift.
• Prior 3-month activity: The filer reports “Nothing to Report,” indicating no other sales during that period.
• Certification: Signatory attests to having no undisclosed material adverse information and acknowledges Rule 10b5-1 requirements.

The document is a routine notice of intent to sell a modest number of insider-held shares. No financial performance data, guidance, or operational updates are included.

Positive

• Sale size is only 0.0016% of outstanding shares, indicating minimal dilution or market impact.
• No other insider sales reported in the past three months, suggesting no broader disposal trend.

Negative

• Filing signals insider intent to sell shares, which some investors may perceive negatively despite small volume.

Insights

Securities Analyst

TL;DR: 836-share Form 144 sale is immaterial to CLH’s float; neutral impact.

The filing discloses an insider’s plan to sell 836 common shares—worth about $195k—out of 53.6 million outstanding. At 0.0016% of float, the transaction is de minimis and unlikely to influence market liquidity or price. No other sales in the past three months reduces concerns over a pattern of disposition. Because the shares originate from recently vested restricted stock, this appears to be a standard liquidity move rather than a strategic shift. I view the disclosure as routine and non-impactful.

Corporate Governance Expert

TL;DR: Insider sale small, transparent, complies with Rule 144; governance stance neutral.

The notice satisfies Rule 144’s disclosure requirements: broker identified, sale window specified, and certification of no undisclosed MNPI. Absence of sales in the preceding quarter and the modest dollar amount mitigate governance red flags. Unless this sale coincides with other large disposals or negative news, it poses no material governance concern.

0001434621false00014346212025-07-312025-07-31

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):  July 31, 2025

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 2.02.     Results of Operations and Financial Condition.

On July 31, 2025, LendingTree, Inc. (the “Registrant”) announced financial results for the quarter ended June 30, 2025.  A copy of the related press release is furnished as Exhibit 99.1 and a copy of the related Shareholder Letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits.

Exhibit No.						Exhibit Description
99.1						Press Release, dated July 31, 2025, with respect to the Registrant’s financial results for the quarter ended June 30, 2025.
99.2						Shareholder Letter, dated July 31, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

July 31, 2025
			LENDINGTREE, INC.
			By:			/s/ Jason Bengel
						Jason Bengel
						Chief Financial Officer

FAQ

How many Clean Harbors (CLH) shares are being sold under this Form 144?

The insider plans to sell 836 common shares.

What is the estimated market value of the shares to be sold?

The filing lists an aggregate market value of approximately $195,323.04.

When is the planned sale date for the CLH shares?

The approximate sale date disclosed is July 31, 2025.

How large is this sale relative to Clean Harbors’ shares outstanding?

The 836 shares represent about 0.0016% of the 53,632,607 shares outstanding.

Which broker will execute the transaction?

The shares will be sold through Morgan Stanley Smith Barney LLC, Executive Financial Services.