TREE Insider Activity: 4,000 Performance RSUs Awarded, 1,574 Shares Sold

Rhea-AI Filing Summary

Insider transactions at LendingTree (TREE): The company’s Chief Operating Officer acquired 4,000 performance-vested restricted stock units that convert one-for-one into common shares if specified average price hurdles are met during the four-year performance period. The reporting person also purchased 4,000 shares via performance RSUs, disposed of 1,574 shares at $70.40 per share, and holds 104,611 shares following the reported transactions, including shares held directly, through a revocable trust, and through a grantor retained annuity trust. Some RSUs vest only after achieving stock-price hurdles at $41.17, $52.94, and $64.70; unvested units forfeit after four years.

Positive

• Performance-vested RSUs awarded that convert one-for-one to common stock, aligning executive compensation with sustained share-price performance
• Substantial retained ownership of 104,611 shares after transactions, indicating continued insider exposure to company equity

Negative

• Disposition of 1,574 shares at $70.40, representing a sale by an insider (though modest relative to total holdings)
• Potential future dilution if performance RSUs vest and convert into 4,000 common shares

Insights

Corporate Governance Expert

TL;DR: Insider acquired performance-based equity and sold a modest number of shares, aligning compensation with long-term stock-price performance.

The reporting officer received performance-vested restricted stock units that convert one-for-one into common shares upon meeting specific 45-day average closing-price hurdles at $41.17, $52.94, and $64.70 within a four-year period. Such structure ties executive reward to sustained stock-price performance and long-term alignment with shareholders. The sale of 1,574 shares at $70.40 is a routine disposition and represents a small portion of the total beneficial holding of 104,611 shares. Indirect holdings through a revocable trust and a grantor retained annuity trust are disclosed, with the filer disclaiming beneficial ownership of the GRAT shares.

Securities Analyst

TL;DR: The net activity is neutral to slightly positive: long-term, performance-based upside with a minor executed sale.

The award of 4,000 performance RSUs increases potential future dilution but only upon achievement of substantial price hurdles, which aligns pay with share-price appreciation. The immediate disposal of 1,574 shares at $70.40 reduces the officer's liquid exposure but is small relative to the reported 104,611 shares owned. The mix of direct and indirect ownership is clearly disclosed, and the performance vesting mechanics include forfeiture of unearned units after four years, reinforcing long-term incentives.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Peyree Scott

(Last) (First) (Middle)

1415 VANTAGE PARK DRIVE

SUITE 700

(Street)

CHARLOTTE NC 28203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LendingTree, Inc. [ TREE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/24/2025		M		4,000	A	(1)	104,611(2)	D
Common Stock	09/24/2025		F		1,574	D	$70.4	103,037	D
Common Stock								9,622	I	Through a revocable trust
Common Stock								1,689	I	Through a grantor retained annuity trust(3)
Common Stock								1,689	I	Through a grantor retained annuity trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Vested Restricted Stock Units	(1)	09/24/2025		M			4,000	(4)(5)	(4)(5)	Common Stock	4,000	(1)	8,000	D

Explanation of Responses:

1. Performance vested restricted stock units convert into common stock on a one-for-one basis.

2. Includes 643 shares of Common Stock acquired through the LendingTree, Inc. Employee Stock Purchase Plan on July 1, 2025.

3. The reporting person's spouse is the sole beneficiary of this grantor retained annuity trust. The reporting person disclaims beneficial ownership of the shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares for purposes of Section 16 or any other purpose.

4. These performance vested restricted stock units shall vest upon the Company's achievement of specified price hurdles during the four-year period after the grant date, as follows: (1) at a price of $41.17, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the achievement of the price hurdle, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle; (2) at a price of $52.94, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the achievement of the price hurdle, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle; and (3) at a price of $64.70, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the achievement of the price hurdle, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle.

5. (Continued from F4) The price hurdle shall be deemed "achieved" if during the performance period, there is a date on which (with respect to 45 trading days immediately preceding such date) the average closing stock price during such 45-trading-day period of the Company's common stock equaled the applicable price hurdle stock price. To the extent that any Performance Vested RSUs do not become vested by the fourth anniversary of the Award Date, any such unvested performance vested restricted stock units shall be immediately forfeited.

	/s/ Heather Enlow-Novitsky, as Attorney-in-Fact for Scott Peyree	09/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transactions were reported for LendingTree (TREE)?

The COO acquired 4,000 performance-vested RSUs, disposed of 1,574 common shares at $70.40, and holds 104,611 shares after the transactions.

How do the performance RSUs vest for the LendingTree reporting person?

RSUs vest if average closing prices over a 45-trading-day lookback reach hurdles of $41.17, $52.94, and $64.70; vesting occurs over up to four years and unvested units are forfeited after that period.

Does the report disclose indirect ownership for the LendingTree insider?

Yes; the report shows indirect holdings through a revocable trust and a grantor retained annuity trust, with the filer disclaiming beneficial ownership of the GRAT shares.

How many shares will the performance RSUs convert into if they vest?

The awarded performance-vested restricted stock units convert on a one-for-one basis, so 4,000 RSUs would convert into 4,000 common shares if vested.