Douglas Lebda Discloses 7,500 Performance RSUs and 3,270-Share Sale for TREE

Rhea-AI Filing Summary

Douglas R. Lebda, Chairman & CEO of LendingTree (TREE), reported changes in his beneficial ownership on 09/24/2025. He was credited with 7,500 performance-vested restricted stock units that convert one-for-one into common stock and reported a sale of 3,270 shares at $70.40 each. After the reported transactions he directly owned 45,204 shares and continues to hold substantial indirect positions through family entities and trusts, including 1,325,000 shares through Lebda Family Holdings, LLC. The RSUs vest only if specified 45-day average price hurdles are met during a four-year performance period.

Positive

• Performance-aligned equity grant: 7,500 performance-vested restricted stock units with specific price hurdles ($41.17, $52.94, $64.70) over a four-year period.
• Substantial long-term ownership: Significant indirect holdings remain, including 1,325,000 shares through Lebda Family Holdings, LLC, supporting alignment with shareholders.

Negative

• Minor share disposition: Sale of 3,270 shares at $70.40 reduced direct holdings.
• Concentration of control: Large indirect holdings through family entities indicate concentrated insider ownership (may affect minority shareholder dynamics).

Insights

Financial Analyst

TL;DR: Insider received performance-based equity and sold a small block of shares; overall ownership remains concentrated via family entities.

The filing shows a routine equity grant structure and a minor open-market disposition. The 7,500 performance-vested RSUs carry explicit price hurdles at $41.17, $52.94 and $64.70 with time-phased vesting rules, aligning executive incentives with share price performance. The 3,270-share sale at $70.40 modestly reduces direct holdings but does not materially change overall control given multi-hundred-thousand and multi-million share indirect holdings reported.

Corporate Governance Expert

TL;DR: Governance signals are standard: performance-based compensation and use of family trusts for long-term holdings.

The report discloses standard performance-vested RSUs with clear vesting conditions and a transfer of 97,686 shares into a revocable trust for which the reporting person remains sole beneficiary. These actions are consistent with common governance practices for alignment and estate planning; no governance red flags or unusual transactions are disclosed in this filing.

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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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^*

LEBDA DOUGLAS R

(Last) (First) (Middle)

1415 VANTAGE PARK DR., 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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

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		7,500	A	(1)	45,204	D
Common Stock	09/24/2025		F		3,270	D	$70.4	41,934	D
Common Stock								5,808	I	By Spouse(2)
Common Stock								433,159	I	Through 2022 Lebda Family Holdings, LLC(3)
Common Stock								1,325,000	I	Through Lebda Family Holdings, LLC(3)
Common Stock								12,524	I	Through Lebda Family Holdings II, LLC(3)
Common Stock								300,000	I	Through 2021 Lebda Family Holdings LLC(3)
Common Stock								97,686	I	The Douglas Lebda Revocable Trust(4)

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			7,500	(5)(6)	(5)(6)	Common Stock	7,500	(1)	15,000	D

Explanation of Responses:

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

2. The reporting person 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. The reporting person disclaims beneficial ownership of the shares to the extent in which he does not have a pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

4. The reporting person transferred 97,686 shares of Company common stock to The Douglas Lebda Revocable Trust. The reporting person is the sole beneficiary of the trust and remains the beneficial owner of the securities held by the trust.

5. 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.

6. (Continued from F5) 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 Novitsky, as Attorney-in-Fact for Douglas R. Lebda	09/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Douglas R. Lebda report on Form 4 for TREE?

He reported credit for 7,500 performance-vested restricted stock units, a sale of 3,270 shares at $70.40, and various direct and indirect holdings following the transactions.

How do the performance-vested RSUs awarded to TREE's CEO vest?

They vest based on achieving 45-day average price hurdles at $41.17, $52.94, and $64.70; each hurdle vests one-third with time-phased vesting after achievement during a four-year period.

How many TREE shares does Lebda beneficially own after the transactions?

The filing reports 45,204 shares directly after the reported transactions, plus substantial indirect holdings including 1,325,000 shares held through Lebda Family Holdings, LLC.

Did Lebda transfer any shares to a trust?

Yes. The filing states he transferred 97,686 shares to The Douglas Lebda Revocable Trust and remains the sole beneficiary and beneficial owner of those securities.

Are the performance RSUs immediately vested?

No. Vesting is contingent on meeting the specified price hurdles within the four-year performance period; unvested RSUs are forfeited after that period.