TREE Form 4: Officer credited 4,000 RSUs; 1,506 shares disposed

Rhea-AI Filing Summary

LendingTree, Inc. (TREE) officer Scott Peyree reported changes in beneficial ownership on 09/30/2025. He was credited with 4,000 performance-vested restricted stock units that convert one-for-one into common stock and are tied to three price hurdles of $41.17, $52.94, and $64.70 over a four-year performance period. On the same date, 1,506 shares were disposed of at $64.73. After these transactions the report shows 105,531 shares directly owned, plus indirect holdings of 9,000 shares through trust arrangements.

Positive

• 4,000 performance-vested restricted stock units awarded, convertible 1-for-1 into common stock
• Performance RSUs have clear price hurdles at $41.17, $52.94, and $64.70, with defined vesting schedule

Negative

• Disposition of 1,506 shares at $64.73 on 09/30/2025
• Direct beneficial ownership decreased to 105,531 shares after transactions

Insights

Corporate Governance Analyst

Officer received performance RSUs and reported a small sale the same day.

The filing shows Scott Peyree was credited with 4,000 performance-vested restricted stock units on 09/30/2025, which convert 1:1 to common stock if specified price hurdles are met within four years. The performance conditions are explicit: price hurdles of $41.17, $52.94, and $64.70, with staged vesting and potential forfeiture if unmet.

The same filing reports a disposition of 1,506 shares at $64.73, leaving 105,531 shares directly owned and additional indirect holdings through a revocable trust and a grantor retained annuity trust totaling 9,000 shares. This combination documents both a compensation award subject to performance and a contemporaneous sale; both items are presented as disclosed facts.

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

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OMB Number:			3235-0287
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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)
09/30/2025

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	09/30/2025		M		4,000	A	(1)	107,037	D
Common Stock	09/30/2025		F		1,506	D	$64.73	105,531	D
Common Stock								9,622	I	Through a revocable trust
Common Stock								1,689	I	Through a grantor retained annuity trust(2)
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)	09/30/2025		M			4,000	(3)(4)	(3)(4)	Common Stock	4,000	(1)	4,000	D

Explanation of Responses:

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

2. 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.

3. 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.

4. (Continued from F3) 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	10/02/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transactions did Scott Peyree report on Form 4 for TREE?

On 09/30/2025 Mr. Peyree was credited with 4,000 performance-vested RSUs and disposed of 1,506 common shares at $64.73.

How do the awarded performance RSUs convert to TREE common stock?

The performance-vested RSUs convert one-for-one into common stock if vesting conditions tied to specified price hurdles are met within four years.

What are the price hurdles for the performance RSUs disclosed?

The filing lists three price hurdles: $41.17, $52.94, and $64.70; each tranche is one-third of the award with staged vesting.

What is Scott Peyree's reported beneficial ownership after these transactions?

The report shows 105,531 shares directly owned and indirect holdings of 9,000 shares through a revocable trust and a grantor retained annuity trust.

Did the filing disclose any forfeiture condition for the RSUs?

Yes. Any performance RSUs not vested by the fourth anniversary of the award date are immediately forfeited.