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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): October 27, 2026
LendingTree, Inc.
(Exact name of registrant as specified in
its 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.
Heather Novitsky will be leaving her role as General
Counsel of LendingTree, LLC (together with LendingTree, Inc., the “Company”), effective December 31, 2026. Thereafter, Ms.
Novitsky will continue as a non-executive employee of the Company performing transition services until March 12, 2027, at which point
her employment will be terminated without cause.
In connection with Ms. Novitsky’s departure,
the Compensation Committee of the Company’s Board of Directors approved Tier A severance benefits pursuant to the Company’s
Executive Severance Pay Plan (the “Plan”), subject to Ms. Novitsky’s execution and non-revocation of a general release
of claims and continued compliance with the applicable restrictive covenant obligations contained in the release. A copy of the Plan was
previously filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed
with the Securities and Exchange Commission on March 9, 2026.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On October 27, 2026, the Company’s Board
of Directors approved and adopted an amendment and restatement of the Company’s Fifth Amended and Restated Bylaws (the “Bylaws”),
which became effective immediately. Among other things, the amendments:
• Clarify provisions related to hybrid stockholder meetings;
• Clarify and update advance notice requirements for stockholder nominations and proposals;
• Clarify the power of the Board to postpone,
reschedule or cancel any annual meeting of stockholders;
• Clarify the power of the chair of a stockholder
meeting to adjourn any meeting of stockholders;
• Make certain revisions to conform to amendments to the Delaware General Corporation Law; and
• Update for certain other administrative
and clarifying changes.
This description of the amendments to the Bylaws
does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which are attached hereto
as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Sixth Amended and Restated Bylaws of LendingTree, Inc., effective October 27, 2026. |
| 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.
| Date: October 30, 2026 |
|
| |
LENDINGTREE, INC. |
| |
|
| |
By: |
/s/ Jason Bengel |
| |
|
Jason Bengel |
| |
|
Chief Financial Officer |
