UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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LENDINGTREE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of 2026 Annual
Meeting of Stockholders

Note: We also will consider any other matters that may properly be brought before the Meeting (and any postponements or adjournments of the Meeting). As of the date of this Proxy Statement, we have not received notice of any such matters.

HOW TO VOTE

2026 Virtual Annual Stockholder Meeting 

The Meeting will be a virtual annual meeting. You will not be able to attend the Meeting in person, but we are committed to ensuring that stockholders will be afforded comparable rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the Meeting online, vote your shares electronically and submit questions prior to the Meeting by visiting www.virtualshareholdermeeting.com/TREE2026. To participate in the virtual Meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. The Meeting webcast will begin promptly at 11:00 a.m. Eastern Time on June 17, 2026. We encourage you to access the Meeting prior to the start time. Online check-in will begin at 10:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual Meeting during the check-in process or Meeting time, a technical assistance phone number will be available to you on the virtual Meeting registration page once online check-in begins. Technical assistance will be available through the conclusion of the Annual Meeting.

Our Board of Directors has set April 20, 2026, as the record date for the Annual Meeting. This means that holders of record of our common stock at the close of business on that date are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

Notice

We are distributing to certain stockholders a Notice of Internet Availability of Proxy Materials on or about April 27, 2026. This Notice informs those stockholders how to access our Proxy Statement and our 2025 Annual Report to Stockholders and how to vote electronically via the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials.

If there are questions pertinent to Meeting matters that cannot be answered during the Annual Meeting due to time constraints, management will post answers to a representative set of such questions at investors.lendingtree.com. The questions and answers will remain available until LendingTree’s proxy statement for its 2027 annual meeting of stockholders is filed.

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be held on June 17, 2026: Copies of the Proxy Statement and of our 2025 Annual Report are available by visiting the following website: www.proxyvote.com.

Heather Enlow-Novitsky 

Corporate Secretary

April 27, 2026

Dear Fellow LendingTree Stockholders:

On behalf of the Board of Directors, I am pleased to present LendingTree’s 2026 Proxy Statement and to reflect on a year of strong performance, meaningful progress, and profound personal loss.

Fiscal year 2025 was a year of significant achievement for LendingTree. The Company delivered strong financial and operational performance, demonstrating the resilience of our platform, the strength of our brand, and the disciplined execution of our strategy. We sharpened our focus on profitable growth, enhanced our product offerings, deepened relationships with our partners, and continued to deliver value to consumers navigating an increasingly complex financial services landscape.

These results reflect the dedication of our talented team and the effectiveness of our long-term strategy. We remained committed to operational excellence, innovation, AI leverage, and prudent capital allocation, positioning LendingTree for sustained growth. The Board is proud of the management team’s leadership and the organization’s ability to execute with focus and agility in a dynamic market environment.

While 2025 was marked by strong performance, it was also defined by an immeasurable loss. In October, we mourned the untimely passing of our Founder, Chairman, and Chief Executive Officer, Doug Lebda. Doug founded LendingTree with a bold vision: to empower consumers by giving them choice and transparency in one of life’s most important financial decisions. What began as a simple yet powerful idea grew under his leadership into a trusted marketplace serving millions of consumers. Doug’s passion, entrepreneurial spirit, and unwavering belief in putting customers first shaped not only our business model but also our culture. Doug led with conviction, integrity, and an extraordinary sense of purpose. He challenged us to think bigger, move faster, and never lose sight of the consumer. His energy was contagious, his standards were high, and his commitment to excellence was constant. The impact of his leadership extends well beyond our financial performance; it is embedded in LendingTree’s DNA.

Despite Doug’s passing, the Board is confident in the strength and depth of our management team and in the systems and processes Doug helped build over nearly three decades. LendingTree today is supported by experienced leaders who understand our strategy, share our values, and are fully committed to advancing our mission. Our swift response and the seamless continuation of strong performance — anchored by our culture and discipline  — have positioned us for a winning future.

The Board has full confidence in the Company’s direction and in the leadership team guiding it forward. The focus remains clear: disciplined execution, profitable growth, operational excellence, and continued innovation in service of our customers and partners. We are committed to preserving and building upon Doug’s legacy by continuing the work he began—with the same passion, integrity, and dedication that defined his leadership.

On behalf of the Board of Directors, I want to express our gratitude to our employees, partners, and you—our stockholders—for your continued trust and support. Your confidence in LendingTree enables us to pursue our mission and build for the long term. We are confident in LendingTree’s future. With a strong foundation, a dedicated leadership team, and a clear strategic path, we move forward united in purpose and committed to continuing to build enterprise value.

Thank you for your confidence in the LendingTree family!

Steve Ozonian

Chairman of the Board of Directors 

LendingTree, Inc.

Table of Contents

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

We have first released this Proxy Statement to LendingTree stockholders beginning on April 27, 2026.

ANNUAL MEETING OF STOCKHOLDERS

Date and Time  June 17, 2026 at 11:00 a.m. Eastern Time

Place  www.virtualshareholdermeeting.com/TREE2026

Record Date  April 20, 2026

You are entitled to vote if you held LendingTree stock on the record date. Holders of our common stock are entitled to one vote per share.

AGENDA

2025 Performance Highlights

We achieved strong financial performance in 2025, with revenue increasing to approximately $1.12 billion, representing growth of approximately 24% year over year. The increase was primarily driven by strong performance in the Insurance segment, which continued to benefit from expanded carrier partnerships and strong consumer demand, as well as growth in the Consumer segment, including personal loans and small business products. These results reflect the continued execution of the Company’s strategy to diversify its marketplace and expand consumer engagement across multiple financial product categories.

While the Home segment continued to be affected by a challenging mortgage market, the Company made progress in improving operational efficiency and strengthening its financial position. Management remained focused on disciplined marketing investments, expanding marketplace relationships, and enhancing the consumer experience across the platform. The Company believes these initiatives support long-term growth and value creation for stockholders.

See Appendix A included in this Proxy Statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to GAAP financial measures.

Board Highlights

Our Board of Directors is committed to maintaining an effective team of directors. The Nominating and Governance Committee considers the extent to which director nominees possess diverse qualities that make us able to respond most appropriately to our stockholders and customers.

BOARD OVERVIEW

The following charts reflect the tenure and age of the nominees for our Board of Directors as of the date of this Proxy Statement:

EXPERIENCE AND EXPERTISE

The following chart reflects the experience and expertise of the nine nominees for our Board of Directors. These are the skills and qualifications our Board of Directors considers important for our directors in light of our current business and structure.

	FOUNDERS OF COMPANIES  4 director nominees		TRANSACTIONS AND INVESTMENTS  7 director nominees		FINANCIAL MATTERS  8 director nominees
	CURRENT/FORMER CEO  6 director nominees		PLATFORM AND DIGITAL MARKETING EXPERTISE  5 director nominees		PUBLIC POLICY/GOVERNMENT RELATIONS  3 director nominees

BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

The following table provides summary information about each director nominee, including current committee memberships.

Executive Compensation Highlights

We employ a number of practices that reflect our pay-for-performance compensation philosophy and related approach to executive compensation.

Our executive compensation programs are focused on aligning pay with performance:

Stockholder Engagement

At LendingTree, we strive to engage with stockholders on a consistent basis to better understand their perspectives and concerns. We hold investor days, develop investor outreach programs, and have direct communication channels with stockholders. We engage with our stockholders throughout the year to get their perspectives and feedback on various topics, which allows us to better understand their priorities and concerns. Among the topics which we engaged with our stockholders about are: financial results, financial outlook, corporate strategy and priorities, key initiatives across various business lines, our balance sheet and capital allocation philosophy, and executive compensation. Stockholders may at any time communicate with any of our directors by emailing us at GC@lendingtree.com.

See the Stockholder Engagement Process discussion in the Corporate Governance section on page 14 of this Proxy Statement for more detail about our stockholder engagement program.

Note about Forward-Looking Statements

This Proxy Statement contains “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements include statements related to our anticipated financial performance, business prospects and strategy; anticipated trends and prospects in the various industries in which our businesses operate; new products, services and related strategies; and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The use of words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements.

Actual results could differ materially from those contained in the forward-looking statements. Factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include those matters discussed in our 2025 Annual Report.

Other unknown or unpredictable factors that could also adversely affect our business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this Proxy Statement may not prove to be accurate. Accordingly, readers should not place undue reliance on these forward-looking statements, which only reflect the views of LendingTree, Inc.’s management as of the date of this Proxy Statement. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations, except as required by law.

In fiscal 2025, we paid total compensation of $436,197.61 which is comprised of base salary, 401K contributions, cash incentive compensation and equity awards, to Megan Greuling. Ms. Greuling was the spouse of our then-Chairman and Chief Executive Officer, Douglas Lebda, and served as our Head of Corporate Communications and SEO. Mr. Lebda passed away on October 12, 2025. Ms. Greuling departed the Company in February 2026. The Compensation Committee determined Ms. Greuling’s compensation without input from Mr. Lebda.

Our Board of Directors has adopted a written policy setting forth the procedures we undertake while reviewing and approving related person transactions. The policy covers any transaction, arrangement or relationship in which we are or will be a participant, the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest other than (a) employment relationships or transactions involving an executive officer and any related compensation solely resulting from such employment if such compensation was approved, or recommended to our Board of Directors for approval, by the Compensation Committee; (b) compensation for serving as a director; (c) payments arising solely from the ownership of our equity securities in which all holders of that class of equity securities received the same benefit on a pro rata basis; or (d) such other exclusions as may be permitted pursuant to applicable rules and regulations of the Securities and Exchange Commission (“SEC”) or any stock exchange upon which our common stock may then be listed.

Under the policy, “related person” means: (1) any of our directors, director nominees or executive officers; (2) any person who is known to be the beneficial owner of more than 5% of any class of our voting securities; (3) any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of, and/or any other person (other than a tenant or employee) sharing the household of, any person named in (2) or (3) above; (4) any firm, corporation or other entity or organization (profit or not-for-profit) for which any person named in (1)-(2) above serves as an employee, executive officer, partner or principal (or other similar position); and (5) any firm, corporation or other entity or organization (profit or not-for-profit) for which any person named in (1)-(2) above has a 5% or greater beneficial ownership interest.

Under the policy, all related person transactions where the amount involved exceeds $120,000 must be reviewed by either our Audit Committee or another independent body of our Board of Directors.

Corporate Governance Practices

LendingTree is committed to good corporate governance that aligns with stockholder interests. We maintain numerous policies and practices that demonstrate this commitment, including the following:

Board of Directors Responsibilities and Structure

ROLES

Our Board of Directors acts as an agent of LendingTree’s stockholders by closely monitoring the performance of LendingTree’s management. The Board of Directors primarily:

The Board’s Role in Strategy

Board Role in Risk Oversight

Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to enhance long-term organizational performance and stockholder value. A fundamental part of risk management is not only understanding the risks we face, how those risks may evolve over time, and what steps management is taking to manage and mitigate those risks, but also understanding what level of risk tolerance is appropriate for us. Management is responsible for the day-to-day management of the risks we face, while our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our Board of Directors regularly reviews information regarding cybersecurity, marketing, operations, finance and business development as well as the risks associated with each. In addition, our Board of Directors discusses with management our strategies, key challenges, and risks and opportunities and receives a report on Sarbanes-Oxley compliance on at least an annual basis.

While our Board of Directors is ultimately responsible for risk oversight, committees of our Board of Directors also have been allocated responsibility for specific aspects of risk oversight. In particular, the Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, risk assessment, risk management, information security, and cyber security. Our Board of Directors and the Audit Committee regularly discuss with management the Company’s major risk exposures, their potential financial impact on the Company, and the steps taken to monitor and control those risks. The Compensation Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the risks arising from our compensation policies and programs. The Nominating and Corporate Governance Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the risks associated with Board organization, membership and structure, ethics and compliance, succession planning for our directors, and corporate governance.

Our full Board is responsible for overseeing material risks including risks relating to environmental or social matters, with the support of the Nominating and Corporate Governance Committee.

We believe the current leadership structure of the Board supports the risk oversight functions described above by providing independent leadership at each of the Audit Committee, Compensation Committee, Finance Committee, Technology and Product Advisory Committee, and Nominating and Corporate Governance Committee levels, with ultimate oversight by the full Board, as led by the Chairman.

Board Oversight

BOARD OF DIRECTORS LEADERSHIP STRUCTURE

Our Board of Directors may elect one of its members to be Chairman of the Board and may fill any vacancy in the position of Chairman of the Board at such time and in such manner as the Board of Directors determines is appropriate. The Chairman of the Board may be, but need not be, employed by the Company. The Chairman of the Board presides at and leads all meetings of the Board of Directors.

Mr. Lebda served as our CEO and Chairman of our Board of Directors until October 13, 2025. Mr. Lebda was the founder of the Company and served as our CEO and Chairman of our Board of Directors since our August 2008 spin-off from IAC/InterActiveCorp.

On October 13, 2025, the independent members of our Board of Directors designated Steven Ozonian to serve as Chairman of the Board. Mr. Ozonian previously served as our Lead Independent Director. The Board of Directors determined that the Company would be well served by appointing a Chairman of the Board who is a non-employee and is independent (as such term is defined by the applicable rules of the Securities and Exchange Commission and Nasdaq Listing Rules). As the Chairman of the Board, Mr. Ozonian serves as a liaison between Company management and the other directors, and fosters free and open communication between the Board of Directors and management of the Company. The Chairman also assists in reviewing and setting agendas for the Board of Directors meetings and in overseeing the effectiveness of the Board of Directors meetings.

BOARD OF DIRECTORS MEETINGS

The Board of Directors and its committees meet throughout the year on a set schedule and also hold special meetings and act by written consent from time to time as appropriate. The Board held five meetings during fiscal 2025.

ATTENDANCE AT BOARD OF DIRECTORS AND COMMITTEE MEETINGS

The Board of Directors expects that all directors will prepare for, attend and participate in all Board of Directors and applicable committee meetings, and will see that other commitments do not materially interfere with their service on the Board of Directors.

During fiscal 2025, all then-current directors attended at least 75% of the aggregate number of meetings of the Board of Directors and the committees on which they served. Mr. Lebda attended the 2025 virtual annual meeting of Stockholders. We encourage all directors to attend the 2026 virtual Annual Meeting.

Director Independence

Under the Listing Rules of the Nasdaq Stock Market, our Board of Directors has a responsibility to make an affirmative determination that those members of our Board of Directors that serve as independent directors do not have any relationships with the Company and its businesses that would impair their independence. In connection with these determinations, our Board of Directors reviews information regarding transactions, relationships and arrangements involving the Company and its businesses and each director that it deems relevant to independence, including those required by the Listing Rules of the Nasdaq Stock Market.

Our Board of Directors has determined that each of Mr. Dalporto, Mr. Davidson, Mr. Ernst, Ms. Henderson, Mr. Ozonian, Mr. Rodriguez, Ms. Sarasvathy and Mr. Thompson is an independent director within the meaning of the applicable Nasdaq standards.

Qualifications of Directors

Our Nominating and Corporate Governance Committee considers and recommends candidates for election to our Board of Directors as well as nominees for committee memberships and committee chairs to our Board of Directors. Each member of the Nominating and Corporate Governance Committee participates in the review of director candidates. The full Board of Directors makes final determinations on director nominees.

Our Board of Directors does not have specific requirements for eligibility to serve as a director of LendingTree. However, in evaluating candidates, regardless of how recommended, our Board of Directors considers whether the professional and personal ethics and values of the candidate are consistent with ours, whether the candidate’s experience and expertise would be beneficial to our Board of Directors in rendering its service to us, whether the candidate is willing and able to devote the necessary time and energy to the work of our Board of Directors and whether the candidate is prepared and qualified to represent the best interests of our stockholders.

In evaluating director candidates, the Chair of the Nominating and Corporate Governance Committee and other committee members may conduct interviews with certain candidates and make recommendations to the committee. Other members of our Board of Directors may also conduct interviews with director candidates upon request, and the Nominating and Corporate Governance Committee may retain, at its discretion, third-party consultants to assess the skills and qualifications of the candidates. Although our Board of Directors does not have a specific policy with respect to diversity, the Nominating and Corporate Governance Committee considers the extent to which potential candidates possess sufficiently diverse skill sets and diversity characteristics that would contribute to the overall effectiveness of our Board of Directors.

In identifying potential director candidates, the Nominating and Corporate Governance Committee seeks input from other members of our Board of Directors and executive officers, and may also consider recommendations by employees, community leaders, business contacts, third-party search firms and any other sources deemed appropriate by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will also consider director candidates recommended by other stockholders to stand for election at the annual meeting of stockholders so long as such recommendations are submitted in accordance with the procedures described below under the section “Stockholder Recommendations of Director Candidates.”

Stockholder Recommendations of Director Candidates

The Nominating and Corporate Governance Committee will evaluate candidates recommended by stockholders in the same manner as all other candidates brought to the attention of the Nominating and Corporate Governance Committee. Stockholders who wish to make such a recommendation should send the recommendation to GC@lendingtree.com. The subject line should read “Director Nominee Recommendation.” The recommendation must identify the sender as a stockholder, provide a brief summary of the candidate’s qualifications and experience, together with an indication that the recommended individual would be willing to serve (if elected).  The email must also be accompanied by evidence of the sender’s stock ownership. Any director recommendations will be reviewed by the Corporate Secretary and, if deemed appropriate, forwarded to the Chairman of the Board for further review. If the Chairman of the Board believes that the candidate fits the qualifications of a director described above, then the recommendation will be shared with the entire Board of Directors.

Board Evaluation Process

Annually, our Board members complete an assessment of Board and committee performance. This assessment typically includes an evaluation of topics covered by the Board during the year, Board culture and structure, Board processes, and information received by the Board during the past year.  The chair of the Nominating and Corporate Governance Committee, together with the Chairman, oversees this process. Board evaluation results are discussed with the full Board annually.

Board Committees and Charters

The Board has delegated certain responsibilities and authority to its five standing committees, as described below. Committees report regularly to the full Board on their activities and actions.

The Board currently has a standing Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Technology and Product Advisory Committee, and Finance Committee (formerly the Transactions Committee). Each committee has a charter that it reviews annually, making recommendations to our Board of Directors for any charter revisions that might be needed to reflect evolving best practices. The members of each of our committees are independent and appointed by the Board based on recommendations of the Nominating and Corporate Governance Committee. These committees have the opportunity to meet in closed session, without management present, during each committee meeting.

Compensation Committee Interlocks and Insider Participation

The members of our Compensation Committee are Steven Ozonian, G. Kennedy Thompson, and Mark Ernst, all of whom satisfy the Nasdaq Stock Market listing requirements. With the exception of Mr. Ozonian who was an officer and employee of LendingTree from November 1, 2010 through March 31, 2011, no director who served on the Compensation Committee during fiscal 2025 has at any time been an executive officer or employee of LendingTree. In addition, no executive officer of LendingTree during fiscal 2025 served, or currently serves, on the board of directors or the compensation committee (or a functionally equivalent committee) of any entity that has one or more executive officers who serve on our Board or our Compensation Committee.

Stockholder Engagement Process

At LendingTree, we strive to engage with stockholders on a consistent basis so as to better understand their perspectives and concerns. We hold investor days, investor outreach programs and have direct communication channels between stockholders and the Board. Our annual meeting of stockholders also provides an opportunity for further stockholder engagement. Stockholder feedback is shared with the Board and referenced during Board discussions. Where appropriate, we aim to incorporate feedback and information obtained through our stockholder engagement process into our decision-making.

INVESTOR OUTREACH

We engage with our stockholders and other prospective investors throughout the year to get their perspectives and feedback on various topics, which allows us to better understand their priorities and concerns. Among the topics which we engaged with our stockholders about are:

We will continue to engage with our stockholders on a regular basis in order to understand their perspectives and incorporate their feedback, as appropriate, on our performance, business strategies, executive compensation programs and corporate governance practices.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD

Stockholders may, at any time, communicate with any of our directors by emailing GC@lendingtree.com. The subject line should read “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such emails must identify the sender as a stockholder, provide evidence of the sender’s stock ownership, and clearly state whether the intended recipients are all members of our Board of Directors or a particular director or directors.

All communications received in accordance with these procedures will be reviewed by the Corporate Secretary and forwarded to the appropriate director or directors unless such communications are considered, in the reasonable judgment of the Corporate Secretary, to be improper for submission to the intended recipient. Examples of stockholder communications that would be considered improper for submission include communications that:

The inclusion of any website address in this Proxy Statement does not incorporate by reference the information on or accessible through the website into this Proxy Statement.

Corporate Social Responsibility and Environmental, Social and Governance Approach

Corporate Social Responsibility is very important to LendingTree. In conducting our business, we strive to give back to the communities in which we work. Our Corporate Responsibility initiatives are generally overseen by our Head of Corporate Citizenship.

Our Environmental Footprint. We consider our environmental footprint whenever appropriate. We are committed to reducing the impact of our operations, and to using resources and materials thoughtfully.

Human capital resources. We are committed to investing in our employees and nurturing an entrepreneurial and dynamic work environment. We achieve this through dedication to our core principles which include:

Most employees are stockholders of the Company, allowing them to take charge and have a direct impact on company choices. We provide individual, career and leadership development opportunities to strengthen skills. We have implemented strong policies and practices to foster a safe and inclusive workplace allowing employees to develop and reach their full potential, and although our employees hold many values in common, our leadership team actively works to attract, develop, and retain talent from a range of backgrounds and experiences in order to benefit from diverse perspectives. The Company and our employees are committed to helping our communities thrive through a variety of Corporate-sponsored philanthropy and annual and ongoing community outreach efforts.

Data Privacy. We are committed to protecting consumer and employee information, and our Board of Directors and management team devote a significant amount of time and attention to data privacy. We endeavor to comply with applicable data privacy laws and regulations and have implemented procedures designed to assist in our compliance with such laws and regulations.

Board Oversight of Material Environmental and Social Governance (“ESG”) Risk. LendingTree takes into account considerations that affect all of our key stakeholders, including our stockholders, customers, employees, communities and regulators. The Nominating and Corporate Governance Committee, in consultation with the full Board, has oversight over ESG matters.

By leveraging our expertise and focusing on these areas, it is our belief that we can achieve the greatest impact to improve the lives of all, in these areas and beyond.

The LendingTree Foundation and Corporate Philanthropy 2025 Recap.

In 2025, the LendingTree Foundation focused on advancing employee-driven community engagement through strategic nonprofit board placements and team-based volunteerism.

Employees donated $68,915 to nonprofit organizations, with the Foundation contributing $80,120 through matching programs and incentives, including $52,907 in donation matching, $24,138 through the Dollars for Doers program, and $3,075 in incentives. Total philanthropic impact was $149,035. Employees contributed 965 volunteer hours in support of organizations aligned with key giving areas: Education, Human Services, and Animals. The Foundation remains committed to strengthening employee engagement and community impact across LendingTree.

Our Board Nominees

At the upcoming Annual Meeting, a Board of nine directors will be elected, each to hold office until the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s death or removal or resignation from our Board of Directors). Information concerning all director nominees appears below. Although management does not anticipate that any of the persons named below will be unable or unwilling to stand for election, in the event of such an occurrence, proxies may be voted for a substitute designated by our Board of Directors.

		Gabriel Dalporto Chief Executive Officer of Guitar Center Holdings, Inc. Director since: 2017 Age: 54
Committees:  •   Finance Committee (Chair)		Biography  Mr. Dalporto became the Chief Executive Officer of Guitar Center Holdings, Inc. on October 31, 2023. Mr. Dalporto served as the Chief Executive Officer of Udacity, Inc., a technology skills digital education platform, from August 2019 to October 2022. From August 2017 to February 2018, Mr. Dalporto served as Executive Advisor to the CEO of the Company. Prior to that, Mr. Dalporto held various other positions within the Company, including serving as the Company’s Chief Financial Officer from June 2015 to August 2017, Chief Marketing Officer from April 2011 to June 2015, and President of Mortgage from March 2013 to June 2015. Before joining the Company, Mr. Dalporto served as Founder and Chief Executive Officer of Atomic Financial, Inc., a startup online investing platform, from January 2010 to April 2011. He served as Chief Marketing and Strategy Officer of Zecco Holdings, Inc., an online brokerage company, from January 2007 to December 2009. Mr. Dalporto served as Vice President at E*Trade Financial from August 2004 to November 2006 and as Vice President at JPMorgan Chase from September 2003 to July 2004. Additionally, Mr. Dalporto has served as a director of Guitar Center Holdings, Inc. since December 2018.		Relevant Expertise   Mr. Dalporto brings executive management, financial and capital markets experience, and in-depth digital marketing experience to our Board of Directors.   As a former employee of the Company, Mr. Dalporto has detailed knowledge of the business and the strategies necessary to achieve success.   Other Public Company Boards None.

		Thomas M. Davidson, Jr.  Founder and Chief Executive Officer of Holt Street, Inc.  Director since: 2017  Age: 54
Committees:  •   Nominating and Corporate Governance Committee (Chair)   •   Technology and Product Advisory Committee   •   Finance Committee		Biography Mr. Davidson is the founder and Chief Executive Officer of Holt Street, Inc. Prior to this, he was the co-founder and served as Chief Executive Officer of EverFi, Inc., a software-as-a-service education technology company headquartered in Washington, D.C., from 2008 to December 2021. EverFi was purchased by Blackbaud, Inc. in December of 2021 for $750 million and Mr. Davidson served as the Executive Vice President of Blackbaud and President of EverFi until September 2024. EverFi, Inc. was sold by Blackbaud in December 2024. Prior to founding EverFi, Inc., Mr. Davidson was a venture capitalist at Village Ventures from 2007 to 2009 with a focus on early-stage technology companies in the education and social media spaces. From 1994 to 2000, Mr. Davidson served three terms in the Maine House of Representatives where he served as Chairman of the Utilities and Energy Committee and was a senior member of the Taxation Committee, the Banking and Insurance Committee and the Business and Economic Development Committee.   Mr. Davidson previously served on the board of the DC Public Education Fund.		Relevant Expertise   Mr. Davidson brings technology expertise, executive management and government affairs experience to our Board of Directors.   Other Public Company Boards None.

		Mark Ernst Managing Partner of Bellevue Capital LLC Director since: 2022 Age: 67
Committees:  •  Audit Committee (Chair)   • Compensation Committee		Biography  Mr. Ernst has served as the Managing Partner of Bellevue Capital LLC, a private investment firm, since May 2018. Prior to joining Bellevue, Mr. Ernst served as Executive Vice President and Chief Operating Officer at Fiserv, Inc., a financial services technology company, from January 2011 to April 2018, where he had oversight responsibility for the major operating businesses and support organizations of the enterprise, with a focus on enterprise-wide quality improvement and product management efforts. Mr. Ernst previously served as Deputy Commissioner at the Internal Revenue Service from January 2009 to November 2010. Mr. Ernst served in various executive roles at H&R Block, Inc., including as Chairman, President and Chief Executive Officer from 2001 to 2007 and as Chief Operating Officer from 1998 to 2000. Prior to joining H&R Block, Mr. Ernst served in various executive roles at American Express Company. Mr. Ernst previously served as the Chairman of the board of directors of the Financial Health Network, a consumer-focused financial services advocacy organization and is a director and officer of the Ernst Family Foundation. Mr. Ernst previously served on the boards of Avantax, Inc. (formerly known as Blucora, Inc. and formerly NASDAQ: AVTA), Fidelity National Information Systems, Inc. (NYSE: FIS), Great Plains Energy Incorporated (now Evergy NASDAQ: EVRG), Knight-Ridder Inc. (formerly NYSE: KRI) and SAIA, Inc. (NASDAQ: SAIA). Mr. Ernst received Bachelors’ degrees in finance and accounting from Drake University, where he is a member of the Board of Trustees, and an M.B.A.from the University of Chicago Booth School of Business, where he has served on its Advisory Board.		Relevant Expertise   Mr. Ernst brings extensive relevant industry and executive experience and knowledge to the Board, having spent over 30 years in the financial services industry, including financial product management, operational, capital allocation and strategy development experience. Mr. Ernst also has significant experience leading merger and acquisition processes.   Mr. Ernst has overseen financial and accounting matters, including during his service as a public company Chief Executive Officer and as the audit committee chair of a public company board, which qualifies him as an “audit committee financial expert.”   Mr. Ernst’s extensive familiarity with the financial services industry and technology sectors, coupled with his experience serving on various public company boards, allows him to provide insight and experience to bolster the Board’s oversight of the Company.   Other Public Company Boards None.
		Robin Henderson Equity and Debt Financing Strategic Advisor Director since: 2014 Age: 56
Committees:  •   Nominating and Corporate Governance Committee   •   Audit Committee		Biography  Ms. Henderson currently advises commercial real estate clients on complex capital raising and structuring initiatives. With a focus on both equity and debt financing, she provides strategic advice, leveraging deep market insights, investor networks, and transaction experience over her 30 year career. Prior to this, Ms. Henderson was with RXR Realty, which manages commercial and residential real estate properties and investments with an aggregate gross asset value of approximately $20.8 billion, comprising approximately 30.5 million square feet of commercial properties, inclusive of a multi-family residential portfolio of approximately 12,800 units under operation or development, from February 2010 until October 2024. She held a number of roles at RXR and was responsible for sourcing institutional capital for both the company’s asset level joint ventures and discretionary funds and led the effort in raising approximately $15 billion of equity. From May 1998 to December 2009, Ms. Henderson was with Wachovia Securities, ultimately serving as Vice President within Real Estate Corporate Finance with a focus in Real Estate Private Equity.		Relevant Expertise   Ms. Henderson brings to our Board of Directors extensive real estate industry, finance and capital markets experience. Ms. Henderson also provides our Board of Directors with extensive executive and management experience.   Other Public Company Boards None.

		Steven Ozonian Chairman of the Board of Directors Chief Executive Officer of the Williston Financial Group Director since: 2011 Age: 70
Committees:  •   Compensation Committee (Chair)		Biography Mr. Ozonian currently serves as CEO of the Williston Financial Group and serves on its Board of Directors. He previously served as a member of our Board of Directors from August 2008 to November 2010. He resigned from the Board of Directors effective November 1, 2010 to join our Company as Chief Executive Officer of its proprietary full service real estate brokerage business known as RealEstate.com, REALTORS®. In March 2011, we announced that we had finalized a plan to close all of the field offices of RealEstate.com and Mr. Ozonian resigned from his position as Chief Executive Officer of the division. Prior to his employment at our Company, Mr. Ozonian served as the Chairman of the Board of Directors of Global Mobility Solutions, a global provider of human resources and real estate services. Mr. Ozonian has held other high-level positions in the homeownership industry including Chairman and CEO of Prudential’s real estate and related businesses, CEO of Realtor.com and National Homeownership Executive for Bank of America.   Mr. Ozonian is a member of the Board of Directors of loanDepot, Inc. (NYSE: LDI), a non-bank provider of direct consumer loans in the United States, Attom Data, a real estate data services company, and Inside Real Estate, a real estate software services provider to the residential real estate industry.		Relevant Expertise   Mr. Ozonian provides our Board of Directors with valuable large public company leadership experience and mergers and acquisitions expertise. He has significant executive experience and a deep understanding of the functions of a board of directors acquired through service as chairman of other corporate boards.   Other Public Company Boards loanDepot, Inc. (NYSE: LDI).

		Scott Peyree President & Chief Executive Officer of LendingTree, Inc. Director since: 2025 Age: 49
Committees:  •   None.		Biography  Mr. Peyree has served as the Chief Executive Officer and President of LendingTree, Inc. since October 2025. Prior to this, Mr. Peyree was the Chief Operating Officer of LendingTree, LLC and President of Marketplace Businesses. Prior to this role, Mr. Peyree served as the President of the QuoteWizard Insurance business since QuoteWizard was acquired by LendingTree, LLC in 2018. Prior to this, Mr. Peyree served as the Chief Executive Officer and founder of QuoteWizard since 2006. Previously, Mr. Peyree was the co-founder and Chief Operating Officer of WorldClass Strategy, an online performance marketing company founded in 2000 that sold to Education Dynamics in 2006. Mr. Peyree holds a Bachelor of Business Administration in Finance and Entrepreneurship from Pacific Lutheran University.		Relevant Expertise Mr. Peyree provides our Board of Directors with over 20 years of experience in the online, performance marketing space along with 15 years of experience specifically in insurance marketing. Mr. Peyree also brings extensive experience in product and technology platform development and marketing.   Other Public Company Boards  None.
		Diego Rodriguez Executive Fellow with the Entrepreneurial Management Unit of Harvard Business School Director since: 2022 Age: 56
Committees:  •   Technology and Product Advisory Committee (Chair)   •   Finance Committee		Biography  Mr. Rodriguez is currently an Executive Fellow with the Entrepreneurial Management Unit of Harvard Business School. From 2017 to 2021, Mr. Rodriguez served as the Executive Vice President, Chief Product and Design Officer at Intuit, Inc. Prior to joining Intuit, Mr. Rodriguez served as the Global Managing Director and other various roles at IDEO LP from 2004 to 2017. As Global Managing Director of IDEO Futures he managed the creation of growth ventures, and funded and incubated a portfolio of external startups. At the start of his career Mr. Rodriguez developed leading-edge products as an engineer at HP and IDEO, and later marketed the pioneering online version of QuickBooks. He holds multiple patents. Mr. Rodriguez served on the Harvard University Board of Overseers from May 2018 to May 2020, and as an Entrepreneur-in-Residence at Harvard Business School from August 2011 to July 2015. He is also a founding faculty member of the Hasso Plattner Institute of Design at Stanford University serving from November 2005 to June 2015. Mr. Rodriguez is currently a Global Advisor to Harvard Business School. Mr. Rodriguez was previously on the boards of EngageSmart, Inc. (formerly NYSE: ESMT) and TrueCar, Inc. (formerly NASDAQ: TRUE) .		Relevant Expertise   Mr. Rodriguez brings to our Board of Directors extensive executive experience at a technology company and in the fintech space, product management and development, and growth venture experience. Mr. Rodriguez also brings experience driving innovation in both enterprise and startup environments, creating customer experiences for SaaS, mobile and AI products, and creating cultures of innovation. Mr. Rodriguez also has experience in recruiting, training and developing executives and product development talent.   Other Public Company Boards None.

		Saras Sarasvathy Paul Hammaker Professor of Business Administration at University of Virginia’s Darden Graduate School of Business Director since: 2015 Age: 66
Committees:  •   Nominating and Corporate Governance Committee   •   Technology and Product Advisory Committee		Biography  Ms. Sarasvathy is the Paul Hammaker Professor of Business Administration at University of Virginia’s Darden Graduate School of Business. Her research focuses on high performance entrepreneurship ranging from starting and growing new ventures to creating and fostering high value partnerships that result in enduring and innovative businesses. Ms. Sarasvathy has also worked with thousands of entrepreneurs around the world and has helped train hundreds of entrepreneurship educators and growth-oriented service providers.		Relevant Expertise   Through her research and practical experience co-founding five ventures of her own, Ms. Sarasvathy brings valuable insights and best practices for the development of new products and a global understanding of innovative funding mechanisms to our Board of Directors. Ms. Sarasvathy also has a depth of understanding of how new ventures partner with key stakeholders to help them grow.   Other Public Company Boards  None.
		G. Kennedy Thompson Former Partner of Aquiline Capital Partners Director since: 2017 Age: 75
Committees:  •   Audit Committee   •   Compensation Committee   •   Finance Committee		Biography  Mr. Thompson was a partner of Aquiline Capital Partners, a New York based private equity firm, from 2009 until his retirement in April 2018. From 1999 to 2008, Mr. Thompson was President and Chief Executive Officer of Wachovia Corporation. Mr. Thompson served in numerous industry leadership positions including Chairman of the Clearing House, Chairman of the Financial Services Roundtable, Chairman of the Financial Services Forum and President of the Federal Advisory Council of the Federal Reserve Board. Mr. Thompson serves on the Board of Directors of Pinnacle Financial Partners, Inc. (NASDAQ: PNFP), and Insteel Industries, Inc. (NYSE: IIIN).		Relevant Expertise   Mr. Thompson brings extensive financial services expertise, public company leadership experience and executive management experience to our Board of Directors.   Other Public Company Boards  Pinnacle Financial Partners, Inc. (NASDAQ: PNFP), and Insteel Industries, Inc. (NYSE: IIIN).

ELECTION MECHANICS

Majority Voting Standard.  Beginning with our 2018 annual meeting, we implemented majority voting in uncontested elections of directors. Accordingly, our bylaws provide that a nominee for director in an uncontested election will be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. However, if the number of nominees exceeds the number of directors to be elected at such meeting as of the date that is five business days in advance of the date that we first file our definitive proxy statement with the Securities and Exchange Commission, then directors will be elected by a plurality of the votes cast. Prior to the 2018 annual meeting, directors were elected by a plurality of the votes cast in all circumstances.

In connection with the implementation of a majority voting standard in our bylaws, the Board approved and adopted a Director Resignation Policy on November 8, 2017 for directors who fail to receive the required number of votes in an uncontested election in accordance with our bylaws. The policy requires that the Board will nominate for election or re-election only a candidate who agrees to tender an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at any future annual meeting at which he or she faces re-election; and (ii) Board acceptance of such resignation. The policy further states that upon any candidate failing to be elected in an election at which majority voting applies, the Nominating and Corporate Governance Committee will meet to consider the tendered resignation and make a recommendation to the Board concerning the action, if any, to be taken with respect to the resignation. The policy provides that the Board will then consider and act upon the Nominating and Corporate Governance Committee’s recommendation within 90 days of certification of the vote at the annual meeting. The Board may accept the resignation, refuse the resignation, or refuse the resignation subject to such conditions designed to cure the underlying cause as the Board may impose. Promptly following the decision regarding the tendered resignation, the policy states that we will file with the SEC a Current Report on Form 8-K disclosing the decision with respect to the resignation, describing the deliberative process and, if applicable, the specific reasons for rejecting the tendered resignation.

Overview of Our Compensation Program for Non-Employee Directors

Our director compensation program is designed to attract and retain top director talent and align the interests of our directors with the interests of our stockholders. Our Compensation Committee is responsible for reviewing and making recommendations to the Board with respect to the compensation of our directors, including any equity-based compensation. Directors who are our employees do not receive compensation for their services on the Board.

Our Compensation Committee’s review of our director compensation programs is supported by information provided by the independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”).

2025 Non-Employee Director Compensation

The following table describes the components of our fiscal 2025 director compensation program. Each element of the compensation is pro-rated for the director’s period of service during the year.

Each director received an annual equity retainer grant of 5,000 RSUs in 2025. The 2025 annual equity retainer grants will vest on the earliest of: the date of the Annual Meeting, the first anniversary of the grant date, a change in control of LendingTree, and the director’s death or disability.

Each of our non-employee director’s total compensation in any calendar year is subject to a limit of $640,000, with the value of any equity-based compensation based on the aggregate grant date fair market value of the underlying awards. Any compensation that is deferred will be counted toward this total compensation limit in the calendar year in which the compensation is vested, and not in any later calendar year when it is paid to the non-employee director.

In addition to the compensation elements described above, our non-employee directors are entitled to reimbursement of reasonable expenses incurred in connection with their attendance of Board or committee meetings.

Director Stock Ownership Guideline

In order to align the financial interests of our non-employee directors with those of our stockholders, our Board adopted a stock ownership guideline for non-employee directors in April 2018. The guideline is minimum ownership of five times the annual cash retainer.

Non-employee directors are expected to accumulate the specified ownership within five years of the later of the adoption of the policy or joining the Board. If a non-employee director becomes subject to a higher ownership level due to an increase in annual retainer, then the director is expected to meet the higher ownership level within three years after such increase.

Director Compensation Table

The following table summarizes the fiscal 2025 compensation earned by each Board member, other than Mr. Lebda, whose compensation is described under “Executive Compensation Tables” on page 41 of this Proxy Statement. Mr. Lebda did not receive additional compensation for his services on the Board in fiscal 2025.

Outstanding Equity Awards for Directors at Fiscal Year-End 2025

The following table provides information on the outstanding equity awards held by our directors, other than Mr. Lebda, as of December 31, 2025.

In accordance with Section 14A of the Exchange Act, we are asking stockholders to vote, on an advisory basis, to approve the executive compensation as reported in this Proxy Statement.

We strive to establish a compensation program that attracts, motivates, rewards and retains the senior management talent required to achieve our corporate objectives and to increase long-term stockholder value. We urge you to read the “Compensation Discussion and Analysis” section of this Proxy Statement, which explains our pay-for-performance compensation philosophy, and the “Executive Compensation Tables” section, which contains tables and a narrative discussion about the specific compensation of our NEOs. We believe that our compensation program, policies and practices demonstrate our commitment to our pay-for-performance philosophy and our goal of aligning our NEOs’ interests with those of our stockholders.

This proposal is advisory in nature and, therefore, is not binding upon our Board or our Compensation Committee. However, the Compensation Committee will, as it has done in the past, carefully evaluate the outcome of the vote when considering future executive compensation decisions.

Set forth below is the “Compensation Discussion and Analysis,” which is a discussion of our executive compensation program written from the perspective of how we view and administer such program. The guiding philosophy of our compensation program is pay-for-performance. As a result, the majority of the compensation of our NEOs is variable, and at risk, and a significant portion of NEO compensation is tied to creation of long-term stockholder value in the form of equity awards.

Given our role in providing guidance on executive compensation program design, administering the program and making specific compensation decisions for our executive officers, we participated in the preparation of the “Compensation Discussion and Analysis” and reviewed and discussed its contents with management. Based on the review and discussions, we unanimously recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement, which is incorporated by reference in our 2025 Annual Report, each as filed with the SEC.

Compensation Discussion and Analysis

Table of Contents

Executive Summary

INTRODUCTION

This compensation discussion and analysis (“CD&A”) section discusses the compensation policies and programs for our NEOs. Our NEOs for fiscal 2025 were:

		Scott Peyree Chief Executive Officer & President (beginning October 2025) Former Chief Operating Officer & President, LendingTree Marketplace				Jason Bengel Chief Financial Officer
		Jill Olmstead Chief Human Resources Officer				Heather Enlow-Novitsky General Counsel & Corporate Secretary
		Douglas Lebda Former Chairman & Chief Executive Officer				Scott Totman Former Chief Technology Officer (December 2020 - February 2025)

This section also discusses the role of the Compensation Committee of our Board in designing and administering our compensation programs and policies and in making compensation decisions for our executive officers.

The goal of our compensation programs and policies is to align compensation delivery with performance for stockholders, measured both internally against budgets and externally through stock price. We believe this alignment was achieved in fiscal 2025.

INFORMATION CONCERNING NAMED EXECUTIVE OFFICERS

Scott Peyree, age 49, See “Proposal No.1–Election of Directors” — for biographical and other information regarding Mr. Peyree.

Jason Bengel, age 49, a Chartered Financial Analyst, has served as the Company’s Chief Financial Officer since August 2024. Prior to this, Mr. Bengel served as Senior Vice President, Financial Planning and Analysis of LendingTree, LLC from July 2021 to August 2024. From February 2018 until July 2021, he served as Vice President, Financial Planning and Analysis of LendingTree, LLC. Prior to joining LendingTree, LLC, Mr. Bengel served in various capacities including Vice President, Financial Planning and Analysis of Outbrain, a web recommendation platform; Vice President, Treasury and Corporate Development, Director, Corporate Development, and Manager, Financial Planning and Analysis of Revlon, a beauty company; Associate of Goldman Sachs, an investment banking, securities and investment management firm; and Senior Financial Analyst of Air Products, a company selling gases and chemicals for industrial use. Mr. Bengel also previously worked as a structural engineer. Mr. Bengel holds a Bachelor of Science in Civil Engineering and a Master of Engineering from Pennsylvania State University. Mr. Bengel also holds an M.B.A. from Indiana University.

Jill Olmstead, age 62, has served as the Company’s Chief Human Resources Officer since October 2018. From June 2010 until joining the Company, Ms. Olmstead served as the founding partner and owner of Charlotte-based Spivey & Olmstead, a human resources consulting firm. Prior to that, Ms. Olmstead served almost 25 years at Wells Fargo (formerly Wachovia) in various human resources roles, most recently as Executive Vice President, Managing Director and Head of Human Resources for Corporate and Investment Banking. Ms. Olmstead holds an M.A. in Human and Organizational Behavior from the Fielding Graduate University and a B.S. in Business from Clemson University.

Heather Enlow-Novitsky, age 45, has served as the Company’s General Counsel and Corporate Secretary since 2023. Prior to this, Ms. Enlow-Novitsky was the Head of Compliance for the Company since 2020. Prior to joining the Company, Ms. Enlow-Novitsky held the title of SVP, Head of Privacy and Regulatory at Bank of America Merchant Services, from 2017 until the joint venture dissolved in 2020. Prior to that role, Ms. Enlow-Novitsky worked in house at several financial institutions, including Wells Fargo and Ally Bank, and began her career as an Associate at Vorys, Sater, Seymour and Pease LLP. Ms. Enlow-Novitsky completed a JD in Law from Georgetown University Law Center, and received a BA in Political Science, with honors, from the University of Notre Dame.

Scott Totman, age 55, was the Head of AI at the Company from February 2025 through May 2025. Prior to this, Mr. Totman served as the Chief Technology Officer of the Company since December 2020. Prior to joining LendingTree, Mr. Totman led several Product and Engineering teams including serving as Head of Capital One Product Engineering where he led teams that introduced novel technologies and approaches, including the use of cloud computing, agile methodologies, and development of next-generation credit and banking applications utilizing human-centric design. Mr. Totman holds a B.S. degree in Computer Science from William and Mary, as well as an M.S. in Software Systems Engineering and an MBA from George Mason University and Virginia Tech, respectively.

Doug Lebda, Mr. Lebda was our Chairman, Chief Executive Officer and a member of our Board of Directors and served in such capacities since January 2008 until his passing on October 12, 2025. Previously, Mr. Lebda served as President and Chief Operating Officer of IAC/ InterActiveCorp from January 2006 to August 2008. Prior to that, Mr. Lebda served as Chief Executive Officer, President and Chairman of the Board of Directors of LendingTree, LLC, which he founded in June 1996. Before founding LendingTree, Mr. Lebda worked as an auditor and consultant for PricewaterhouseCoopers. Mr. Lebda passed away unexpectedly on October 12, 2025 at the age of 55.

FISCAL 2025 BUSINESS HIGHLIGHTS

We achieved strong financial performance in 2025, with revenue increasing to approximately $1.12 billion, representing growth of approximately 24% year over year. The increase was primarily driven by strong performance in the Insurance segment, which continued to benefit from expanded carrier partnerships and strong consumer demand, as well as growth in the Consumer segment, including personal loans and small business products. These results reflect the continued execution of the Company’s strategy to diversify its marketplace and expand consumer engagement across multiple financial product categories.

While the Home segment continued to be affected by a challenging mortgage market, the Company made progress in improving operational efficiency and strengthening its financial position. Management remained focused on disciplined marketing investments, expanding marketplace relationships, and enhancing the consumer experience across the platform. The Company believes these initiatives support long-term growth and value creation for stockholders.

See Appendix A included in this Proxy Statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to GAAP financial measures.

EXECUTIVE COMPENSATION ALIGNS OFFICER PAY WITH PERFORMANCE

“SAY-ON-PAY” ADVISORY VOTE ON EXECUTIVE COMPENSATION

At our 2025 annual meeting of stockholders, a majority of voters voted for annual “say-on-pay” advisory votes on executive compensation. At the 2025 meeting, approximately 97% of the votes cast in the “say-on-pay” advisory vote were “FOR” approval of our executive compensation. The Compensation Committee evaluated the results of the 2025 advisory vote, additional stockholder feedback, input from our independent compensation consultant, and the other factors and data discussed in the CD&A in determining executive compensation policies and decisions. Based on this evaluation, the Compensation Committee believes our executive compensation program aligns with our pay-for-performance compensation philosophy and Company strategy.

We value the opinions of our stockholders and seek their input as part of our regular stockholder outreach efforts. We would like to sustain the stockholder support for our NEO compensation and will continue to engage in regular discussions with our principal unaffiliated stockholders regarding their views on executive compensation matters. We will continue to consider stockholder feedback, input from our independent compensation consultant and the outcomes of the annual “say-on-pay” votes when assessing our executive compensation programs and policies and making compensation decisions for our NEOs.

Compensation Philosophy and Objectives

We want to attract, motivate and retain high-quality employees who reflect our values and will enable us to achieve our short- and long-term strategic goals. We operate in an environment where substantial competition exists for skilled employees. Our ability to attract, motivate and retain high-caliber individuals depends in large part on the compensation packages we offer. We believe that our executive compensation program should reflect our financial and operating performance by aligning delivered pay with actual performance.

Our objective is to provide a target total compensation program that is competitive with similarly-sized US-based public companies in the industries with which we compete for executive talent. The Compensation Committee reviews benchmark data for the individual and for the group as a whole but does not target a specific benchmark level for the NEO group.

Role of the Compensation Committee, Compensation Consultants and Executive Officers in Compensation Determinations

ROLE OF THE COMPENSATION COMMITTEE

The Compensation Committee is responsible for, among other things, evaluating and approving all compensation plans, policies and programs of LendingTree as they affect our executive officers. Specifically, the Compensation Committee reviews and approves:

Further information regarding our Compensation Committee’s responsibilities is provided under “Board of Directors Responsibilities and Structure” on page 9 of this Proxy Statement.

ROLE OF COMPENSATION CONSULTANTS

Under its charter, the Compensation Committee has the authority to retain independent compensation consultants to assist it in fulfilling its responsibilities. During fiscal 2025, the Compensation Committee engaged FW Cook as its independent compensation consultant. The executive compensation consulting services provided by FW Cook included:

During fiscal 2025, FW Cook reported directly to our Compensation Committee and performed the services described above on behalf of the Compensation Committee while interacting with our management in the course of performing those services. The Compensation Committee has assessed the independence of FW Cook pursuant to Nasdaq and SEC rules and the committee’s charter and concluded that FW Cook is independent and that no conflict of interest exists that would prevent FW Cook from independently representing the Compensation Committee.

ROLE OF MANAGEMENT IN COMPENSATION DECISIONS

The Compensation Committee also received support from certain executives in analyzing and establishing LendingTree’s compensation programs for fiscal 2025. Members of LendingTree’s management and staff, including the Chief Human Resources Officer, members of her staff and internal LendingTree counsel and legal staff, attended a portion of each meeting of the Compensation Committee.

Prior to his passing, Mr. Lebda, our Chairman and CEO, together with F.W. Cook, provided recommendations to the Compensation Committee regarding the cash and equity compensation for members of the executive team of our Company (including those executives who are NEOs) other than himself. Mr. Lebda also provided recommendations to the Compensation Committee related to succession planning, organizational development and the use of incentive compensation to drive our growth and profitability. In determining compensation for other NEOs, the Compensation Committee considered Mr. Lebda’s recommendations. Following Mr. Lebda’s passing and Mr. Peyree’s appointment to the CEO role, the Compensation Committee now receives recommendations from Mr. Peyree regarding the cash and equity compensation for members of the executive team of our Company (including those executives who are NEOs) other than himself.

The Compensation Committee determined the compensation for Mr. Lebda after obtaining information and input from FW Cook and conferring with the Board without Mr. Lebda present. Further, the Compensation Committee determined the compensation for Mr. Peyree when he assumed the CEO role after obtaining information and input from FW Cook and conferring with the Board without Mr. Peyree present.

In all cases, although the Compensation Committee received advice and recommendations, the Compensation Committee is solely responsible for making the final decisions on the compensation for the NEOs.

Peer Group

The Compensation Committee regularly evaluates the compensation of our NEOs against the compensation of the NEOs at comparable companies.

During fiscal 2024, the Compensation Committee worked with FW Cook to update the peer group companies used for assessing our executive compensation program, which assessment occurred in July 2024. The compensation data from the peer group identified during this July 2024 assessment was utilized for compensation decisions in the first quarter of 2025 (the “2025 Peer Group”). The Compensation Committee re-evaluated the peer group again in July 2025; however, the group identified during such assessment only took effect and was used with respect to compensation decisions for 2026 (the “2026 Peer Group”). The Compensation Committee applied the following objective criteria to select the 2025 Peer Group:

Using these criteria, FW Cook recommended, and the Compensation Committee approved, the 25 companies below as our peer group, effective July 2024, which was used as the peer group for context when compensation decisions occurred in early 2025. We believe the 2025 Peer Group companies had similar business models (many are marketplace businesses), had a particular focus on providing consumers with additional access to goods and services through technology, and were the types of companies with which we competed for employee talent, particularly executive talent.

2025 Peer Group

The 2026 Peer Group consists of the 23 companies listed below. MoneyLion and Redfin were removed as a result of having been acquired. Q2 was removed because their size no longer met the peer group criteria. The following new company was added: 1-800-FLOWERS.COM. We used the 2026 Peer Group to develop Mr. Peyree’s compensation following his promotion to Chief Executive Officer in late 2025 and for our executive compensation program for 2026.

2026 Peer Group

Compensation Governance

We maintain the following compensation practices that reflect our pay-for-performance compensation philosophy.

Elements of Compensation

The three primary elements of our executive compensation structure are base salary, annual incentives (bonus program), and long-term incentives (equity award program). The target total compensation from these three elements of our executive compensation structure, as reported in the Summary Compensation Table, was set below the median for all of the NEOs at the start of the year, except Mr. Lebda, to recognize that our market cap value was lower than desired, and that the value of equity awards would automatically adjust with value improvement. The Compensation Committee determined to set Mr. Lebda’s base salary above the peer group median in recognition of his critical role as the Company’s founder and Chief Executive Officer, his extensive industry experience, and his continued leadership in driving the Company’s long-term strategy and performance. The following describes the objectives and policies underlying each of the elements of our executive compensation program.

BASE SALARY

Base salary is the only fixed component of our executive compensation program. The primary purpose of base salary is to attract and retain employees and provide them with a degree of certainty while having a significant portion of their overall pay “at risk” in the form of annual bonuses and equity awards.

Each February, the Compensation Committee reviews the base salaries of our NEOs to ensure they reflect each NEO’s role, responsibilities, experience and performance, while taking into account whether market-based adjustments are necessary.

The following table shows the annual base salary rate in effect at the end of fiscal 2024 and 2025 for each of our NEOs.

ANNUAL INCENTIVES

Overview. We believe that our NEOs, as leaders of our key division-level business units and corporate functions, have the ability to directly influence our annual performance. As a result, annual incentives for our NEOs are tied to our financial performance. Our executive officers, including our NEOs, participate in an annual bonus plan. Each participant in the plan is eligible to earn an annual bonus with a target amount equal to a specified percentage of his or her base salary.

2025 Bonus Program. The 2025 annual cash bonus program for our NEOs was based on our corporate-level adjusted EBITDA performance (“AEBITDA”). The 2025 Bonus Program was tied to achievement of corporate AEBITDA goals because AEBITDA is viewed as a valuable measure for business performance that is in the control of the NEOs because it naturally includes a requirement to both generate revenue and control costs. The AEBITDA funding schedule for bonuses under the 2025 Bonus Program was:

*No bonus payout for pre-bonus AEBITDA below $115,726,000

Target bonus opportunities were a percentage of base salary under the 2025 Bonus Program, with Mr. Peyree pro-rated for his promotion to CEO:

The 2025 results were evaluated by the Compensation Committee in early 2026 to determine whether annual cash incentive awards were earned under the 2025 Bonus Program. The Company achieved pre-bonus AEBITDA of $151.4 million in 2025, which followed a strong fourth quarter that generated momentum for 2026. Based on this performance, the Compensation Committee funded the bonus pool for eligible Company employees at 119%, which was the formulaic earnout.

See Appendix A included in this Proxy Statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures, such as AEBITDA, to GAAP financial measures.

LONG-TERM INCENTIVES

The Compensation Committee is responsible for, among other things, evaluating and approving all compensation plans, policies and programs of LendingTree as they affect our executive officers. Specifically, the Compensation Committee reviews and approves annual or long-term incentive opportunities of our executive officers.

The largest component over time of our NEOs’ direct compensation is long-term incentives that provide alignment with our stockholders in the form of equity participation. The primary purpose of granting equity awards is to link our NEOs’ financial success to that of our stockholders, with the value of the equity awards increasing only as our stock price increases, and to promote long-term value creation. Equity awards are granted on an annual basis. Mr. Lebda and Mr. Peyree were each granted annual equity awards in the first quarter of 2025 (Mr. Lebda as CEO and Mr. Peyree as COO), which were made up of a 50/50 value split of time vested restricted stock units and performance-contingent restricted stock units that required achieving stock price hurdles to earn.

Time Vested RSUs Granted to All NEOs. The majority of our employees, including our NEOs were eligible to receive a long-term equity grant in 2025. In 2025, Messrs. Bengel, Peyree and Lebda, and Mses. Olmstead and Enlow-Novitsky, were granted awards. Mr. Totman was not granted an equity award in 2025. The Compensation Committee determined the value of the 2025 long-term equity grant for each NEO, and such award was granted in RSUs. The awards were granted as RSUs to ensure the greatest amount of retention from vesting and direct alignment with shareholders. The RSU awards vest in substantially equal annual installments over a three-year period beginning on the first anniversary of the grant date.

PSUs Granted to Mr. Lebda and Mr. Peyree. Mr. Lebda and Mr. Peyree were each granted a portion of their annual equity in RSUs (50% of the grant value), with the same vesting terms as those described above. The remaining 50% of their annual equity grant value was in performance vested restricted stock units (“PSUs”). The PSUs are earned in 1/3 increments upon the achievement of three stock price hurdles (the middle stock price hurdle reflects the target performance level). The hurdles are considered achieved if, during the four-year period after grant, the 90 trading-day average closing stock price is - $60.00, $75.00 (target), and $90.00 (except with respect to the first price hurdle ($60.00) which shall only be deemed achieved if it is achieved during the three year period after grant). 33.33% of the PSU shares granted are earned upon achievement of each of the stock price goals. These stock price hurdles reflected a 33%, 67% (target) and 100% increase over the notional price of $45.00, which was the price used to set the hurdles. The PSU price hurdles were determined in late-2024, prior to the start of 2025, and the number of PSU shares also agreed to in principle during February 2025, though the actual grant approval date was March 10, 2025 to align with the grant date for annual equity awards for all other NEOs. Shares earned for price hurdle achievement vest 50% on the later to occur of either the trading day following certification by the Compensation Committee or one year from the grant date, and the remaining 50% on the one-year anniversary of the initial hurdle achievement to support continued employment retention. If the determined stock price of Company’s common stock on the performance end date is between the price hurdles and is above $45.00 per share of common stock, then an additional number of PSUs shall vest as determined by multiplying one-third (1/3) of the total number of PSUs by a fraction where the numerator is the difference between the stock price of the Company’s common stock on the performance date and the stock price attributed to the next lower price hurdle (or $45.00 per share of common stock, if applicable) (such stock price “Initial Price”) and the denominator is the difference between the stock price attributed to the next higher price hurdle and the Initial Price. Notwithstanding the foregoing, to the extent that any additional PSUs become vested in accordance with this paragraph, then the amount that shall vest shall be net of any PSUs that were previously vested.

CEO’S PRIOR LONG-TERM INCENTIVE AWARDS

Previous Awards Granted under the 2020 CEO Employment Agreement. The December 2020 CEO grants were granted on December 3, 2020 and were for Mr. Lebda’s service to us for fiscal 2021, 2022 and 2023. They did not affect the 2025 award made to Mr. Lebda and they were never earned nor exercised. Mr. Lebda was not eligible for any additional long-term incentive awards during this period. As a result of the December 2020 CEO grant to Mr. Lebda, there were no additional long-term equity awards provided between 2021 and 2023. Mr. Lebda’s 2024 annual equity grant was consistent with the intended payment service period of the 2020 CEO grants.

The December 2020 CEO grants were performance-based, with 30% in premium-priced stock options with time vesting, and 70% granted as performance-contingent stock options. Both the performance-contingent options and the time-vested options that were granted with a premium exercise price of $300, which was 25% higher than our closing stock price of $239.47 on the date of grant in 2020, remain out of the money at the current stock price.

The performance-contingent CEO options could only be earned upon achievement of challenging stock price hurdles that were in excess of the $300 premium exercise price. The stock price hurdles were not met during the performance period and all of the performance-contingent CEO options were forfeited at the end of March 2025.

CEO Compensation

Lebda Compensation  

In 2025, the Compensation Committee approved an increase to Mr. Lebda’s base salary from $750,000 to $800,000, representing his first salary increase since 2017. In determining this adjustment, the Committee considered the sustained growth and evolution of the Company since his last salary change, his continued leadership and performance as founder and Chief Executive Officer, and competitive market data. The Committee maintained Mr. Lebda’s target annual bonus opportunity at 125% of base salary.

Mr. Lebda’s 2025 long-term incentive compensation continued to emphasize performance-based pay and long-term stockholder alignment. His annual equity award consisted of a 50/50 value split of time-vested restricted stock units and performance-based stock units tied to stock price hurdles. The RSU portion vested over three years but was subject to a five-year mandatory holding period, while the PSU portion could be earned based on the achievement of specified stock price targets over a multi-year period and similarly subject to extended holding requirements. The Committee believed this structure reinforces a strong pay-for-performance philosophy, encourages sustained stock ownership, and aligns realized compensation with long-term stockholder value creation. Following his passing, Mr. Lebda’s estate received the pro-rated PSU vesting as described under the Long Term Incentives - PSUs Granted to Mr. Lebda and Mr. Peyree section above.

Peyree Compensation  

In October 2025, following Mr. Lebda’s passing, the Board of Directors approved the promotion of Scott Peyree from President and Chief Operating Officer to Chief Executive Officer. In setting Mr. Peyree’s compensation, the Committee considered the scope of his expanded responsibilities, internal pay equity, equity stake, prior experience as a CEO, future expectations, and competitive market data, with an emphasis on aligning compensation with Company performance and stockholder value creation.

In connection with his promotion to Chief Executive Officer, Mr. Peyree’s pay was structured to emphasize variable, performance-based equity compensation. His base salary was increased to $625,000, and his target annual cash incentive opportunity was set at 100% of base salary for the remainder of 2025, which resulted in below-median cash compensation consistent with being new to the CEO role. The Committee also approved long-term equity incentives designed to align realized compensation with stock price performance in connection with his promotion. Up to 45,000 performance-vested restricted stock units were granted as a 2025 promotion award. Target earnout was for 22,500 performance-vested restricted stock units if the 90-day average closing price stock achieves $75 per share and upside earnout is for 22,500 performance-vested restricted stock units if the 90-day average closing price stock achieves $90 per share within three years of grant. Earned shares vest 50% upon the later of the one-year grant anniversary or upon price hurdle achievement, and the remainder vests 50% on the one-year anniversary of goal achievement. Once the three year performance period has ended, if the determined stock price of Company’s common stock is between the price hurdles and is above $60.00 per share of common stock, then an additional number of PSUs shall vest as determined by multiplying one-third (1/3) of the total number of PSUs by a fraction where the numerator is the difference between the stock price of the Company’s common stock on the performance end date and the stock price attributed to the next lower price hurdle (or $60.00 per share of common stock, if applicable) (such stock price “Baseline Price”) and the denominator is the difference between the stock price attributed to the next higher price hurdle and the Baseline Price. Notwithstanding the foregoing, to the extent that any additional PSUs become vested in accordance with this paragraph, then the amount that shall vest shall be net of any PSUs that were previously vested.

The Compensation Committee determined that the promotion equity award granted to Mr. Peyree in connection with his appointment as Chief Executive Officer is a one-time award intended to recognize his expanded responsibilities and to align his long-term incentives with stockholder value creation. This award is not indicative of future annual equity grant practices, and the Compensation Committee expects Mr. Peyree’s future compensation to be determined under the Company’s regular annual compensation framework.

The Committee believes this compensation structure appropriately balances fixed and at-risk compensation, reinforces a pay-for-performance philosophy, and aligns the interests of the Company’s Chief Executive Officer with those of its stockholders.

EMPLOYEE BENEFITS

We provide group life insurance, health and dental care insurance, short-term and long-term disability insurance, 401(k) plan matching contributions and similar benefits to all employees, including our NEOs. These benefits do not discriminate in scope, terms or operations in favor of the NEOs.

Messrs. Bengel and Peyree and Mses. Olmstead and Enlow-Novitsky have each entered into a participation agreement that entitles them to be eligible to receive severance under our Executive Severance Plan. Pursuant to the terms of the Executive Severance Plan, Messrs. Bengel and Peyree, and Mses. Olmstead and Enlow-Novitsky are entitled to specified severance payments and benefits upon an involuntary termination of their employment or in connection with an involuntary termination of their employment within 12 months of a change in control. Mr. Totman was a participant in the Executive Severance Plan prior to his departure from the Company. Mr. Lebda was entitled to the severance benefits set forth in his Employment Agreement.

Receipt of these severance payments and benefits, which are described further under “Potential Payments Upon Termination of Employment or Change in Control” on page 46, is conditioned on the NEO providing a release of claims.

The Company provides limited perquisites to its NEOs, such as remote communication expenses and cell phones.

Our Compensation Policies and Practices

PROHIBITION AGAINST HEDGING

We do not permit our NEOs to engage in any transactions that would constitute hedging. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including financial installments such as prepaid variable forwards, equity swaps, collars and exchange funds. Such hedging transactions may permit an employee to continue to own our securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the employee may no longer have the same objectives as our stockholders.

PLEDGING POLICY

We maintain a policy whereby our directors and officers are prohibited from holding LendingTree securities in a margin account or pledging such securities as collateral for a loan. An exception to this prohibition may be made if any covered person wishing to enter into such an arrangement first submits the proposed transaction, all agreements therefor and a written explanation of the purpose of the proposed transaction to our Legal Department. Our Legal Department may approve or disapprove such proposed transaction in its sole discretion.

CLAWBACK POLICY 

As required pursuant to the listing standards of the Nasdaq Listing Rules, Rule 10D under the Exchange Act, and Rule 10D-1 under the Exchange Act, the Board of Directors has adopted a Compensation Recovery Policy, effective October 25, 2023, which requires the Company to recover compensation received on or after October 2, 2023 erroneously awarded to any current or former Covered Executives (as defined in the Clawback Policy) in the event of a Covered Accounting Restatement. The Clawback Policy requires the Company to recover the incremental portion of the incentive-based compensation received by such officer during the three completed fiscal years (together with any interim stub fiscal year period(s) of less than nine months resulting from Company’s transition to different fiscal year measurement dates) immediately preceding the date the Company is deemed (as determined pursuant to the immediately following sentence) to be required to prepare a Covered Accounting Restatement in excess of the amount that would have been paid or payable based on the restated financial results (without regard to any taxes paid), other than in limited circumstances in which an exception to such recovery applies.

For additional information regarding our Clawback Policy, please refer to Exhibit 97 included in the Company’s 2025 Annual Report.

Risk Assessment of Compensation Programs

The Compensation Committee reviewed our compensation programs for executives, as well as our compensation policies and practices for all employees, to evaluate whether the policies or practices present an environment that would facilitate excessive risks or behaviors. The Compensation Committee believes that our programs, policies and practices, are not reasonably likely to have a material adverse effect on our Company. The Compensation Committee believes that the structure and design of the programs do not create incentives to take on too much risk, that there are not incentives to take undue risks that exist in the broad-based incentive programs below the executive level, and that we have policies in place to mitigate risk-taking and support a long-term orientation. These conclusions are supported by the combination of controls and considerations used in our compensation program, including the annual review of the programs, the blend of short-term, long-term and incentive-based compensation, multi-year vesting for equity awards, and the use of performance-based targets and evaluations.

Tax and Accounting Implications of Our Compensation Policies

Section 162(m) of the Internal Revenue Code limits the amount of compensation paid to certain of our NEOs that may be deducted by us for federal income tax purposes in any fiscal year to $1 million. While the Compensation Committee considers the tax deductibility of compensation as one factor in determining executive compensation, the Compensation Committee retains the discretion to award compensation that is not tax deductible if it believes it is in the best interests of LendingTree and our stockholders.

The Compensation Committee also considers the regulatory requirements as well as the financial accounting treatment of our compensation practices; though, consistent with prior fiscal years, such consideration was not a material consideration in the compensation awarded to our NEOs during fiscal 2025.

The foregoing report was submitted by the Compensation Committee of the Board and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any prior or subsequent filing by us under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934 as amended, except to the extent we may specifically incorporate the information contained in this report by reference thereto.

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Steven Ozonian (Chair)

G. Kennedy Thompson

Mark Ernst

Executive Compensation Tables

Fiscal 2025 Summary Compensation Table

The following table shows compensation earned by or granted to our NEOs during the last three fiscal years, as calculated under SEC rules.

All Other Compensation Table