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What changed in LendingTree, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of LendingTree, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+328 added−402 removedSource: 10-K (2026-03-09) vs 10-K (2025-03-07)

Top changes in LendingTree, Inc.'s 2025 10-K

328 paragraphs added · 402 removed · 268 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

39 edited+3 added−10 removed42 unchanged
Biggest changeOur Consumer segment was also negatively impacted by economic conditions, with successive Federal Reserve rate increases having their intended effect of tightening financial conditions. The availability of credit contracted and lenders were less inclined to make loans in an environment with high inflation and significantly increased cost of capital.
Biggest changeThe continued high mortgage rates in 2023 and home affordability issues continued to cause declines in refinance volumes and purchase activity. Our Consumer segment was also negatively impacted by economic conditions, with successive Federal Reserve rate increases having their intended effect of tightening financial conditions.
Any amendments to or waivers of the code of business conduct and ethics that are of the type described in Item 406(b) and (d) of Regulation S-K will be disclosed on our website or in public filings to the extent required by the applicable rules. 9 Table of Contents
Any amendments to or waivers of the 8 Table of Contents code of business conduct and ethics that are of the type described in Item 406(b) and (d) of Regulation S-K will be disclosed on our website or in public filings to the extent required by the applicable rules. 9 Table of Contents
Through multiple branded marketplaces, LendingTree empowers consumers to shop for financial services the same way they would shop for airline tickets or hotel stays, comparing multiple offers from a nationwide network of approximately 430 partners (which we refer to as “Network Partners”) in one simple search, and choose the option that best fits their financial needs.
Through multiple branded marketplaces, LendingTree empowers consumers to shop for financial services the same way they would shop for airline tickets or hotel stays, comparing multiple offers from a nationwide network of approximately 770 partners (which we refer to as “Network Partners”) in one simple search, and choose the option that best fits their financial needs.
Services include mortgage loans, mortgage refinances, home equity loans and lines of credit, auto loans, credit cards, deposit accounts, personal loans, small business loans, insurance quotes, sales of insurance policies and other related offerings. In addition, we offer tools and resources, including free credit scores, that facilitate comparison shopping for loans, deposit products, insurance and other offerings.
Services include mortgage loans, mortgage refinances, home equity loans and lines of credit, auto loans, credit cards, deposit accounts, personal loans, small business loans, insurance quotes and other related offerings. In addition, we offer tools and resources, including free credit scores, that facilitate comparison shopping for loans, deposit products, insurance and other offerings.
For the year ended December 31, 2024, two Network Partners, Progressive Casualty Insurance and Allstate Insurance Company, accounted for 22% and 11%, respectively, of total consolidated revenue, all of which was recorded within our Insurance segment. For the years ended December 31, 2023 and 2022, no Network Partners accounted for more than 10% of total consolidated revenue.
For the year ended December 31, 2024, two Network Partners, Progressive Casualty Insurance and Allstate Insurance Company, accounted for 22% and 11%, respectively, of total consolidated revenue, all of which was recorded within our Insurance segment. For the year ended December 31, 2023, no Network Partners accounted for more than 10% of total consolidated revenue.
We generate revenue from our Network Partners, generally at the time of transmitting a consumer request to them, in the form of a match fee. In certain instances outside our mortgage business we charge other kinds of fees, such as closed loan or closed sale fees.
We generate revenue from our Network Partners, generally at the time of transmitting a consumer request to them, in the form of a match fee. In certain instances outside our mortgage business we charge other kinds of fees, such as closed loan fees.
None of our employees are represented under collective bargaining agreements and we consider our relations with employees and independent contractors to be good. 8 Table of Contents Additional Information Website and Public Filings We maintain a corporate website at www.lendingtree.com and an investor relations website at investors.lendingtree.com .
None of our employees are represented under collective bargaining agreements and we consider our relations with employees and independent contractors to be good. Additional Information Website and Public Filings We maintain a corporate website at www.lendingtree.com and an investor relations website at investors.lendingtree.com .
Consumers can return to the site and view their offer(s) at any time by logging in to their Spring profile. Additionally, matched lenders and offers are also sent to the email address associated with the consumer request.
Consumers can return to the site and view their offer(s) at any time by logging in to their on-line profile. Additionally, matched lenders and offers are also sent to the email address associated with the consumer request.
See “Risk Factors—Risks Related to Legal, Compliance and Regulations” for additional information and a discussion of our regulatory risks. 7 Table of Contents Intellectual Property We believe that our intellectual property and proprietary rights are vital to our success.
See “Risk Factors—Risks Related to Legal, Compliance and Regulations” for additional information and a discussion of our regulatory risks. Intellectual Property We believe that our intellectual property and proprietary rights are vital to our success.
In addition to our primary consumer request data referral business, we also match consumers with Network Partners by offering consumers the ability to click from our website to a Network Partner’s website or by calls for which Network Partners pay either front-end or back-end fees. We are continually working to improve the consumer experience.
In addition to our primary consumer request data referral business, we also match consumers with Network Partners by offering consumers the ability to click from our website to a Network Partner’s website or by calls for which Network Partners pay fees. We are continually working to improve the consumer experience.
Home sales (and purchase mortgages) typically rise during the spring and summer months and decline during the fall and winter months, while refinancing and home equity 6 Table of Contents activity is principally driven by mortgage interest rates as well as real estate values.
Home sales (and purchase mortgages) typically rise during the spring and summer months and decline during the fall and winter months, while refinancing and home equity activity is principally driven by mortgage interest rates as well as real estate values.
Consumers seeking purchase or refinance mortgages through our loan marketplace can receive multiple conditional loan offers from participating lenders in response to a single consumer request form. We refer to the process by which we match consumers and Network Partners as the “matching process”. This matching process consists of the following steps: (1) Consumer Request.
Consumers seeking home loans through our loan marketplace can receive multiple conditional loan offers from participating lenders in response to a single consumer request form. We refer to the process by which we match consumers and Network Partners as the “matching process”. This matching process consists of the following steps: (1) Consumer Request.
We also offer matches to providers of other Home lending products on our online marketplace that include the following: • Home equity loans and lines of credit, which enable homeowners to borrow against the equity in their home, as measured by the difference between the market value of the home and any existing loans secured by the home.
We offer the following Home lending products on our online marketplace: • Home equity loans and lines of credit, which enable homeowners to borrow against the equity in their home, as measured by the difference between the market value of the home and any existing loans secured by the home.
Of the 43 marks registered or pending with the USPTO, six have applications pending but have not yet been registered. These registrations can typically be renewed at 10-year intervals. In addition, we reserve and register domain names when and where we deem appropriate. As of December 31, 2024, we owned approximately 1,570 registered domain names.
Of the 42 marks registered or pending with the USPTO, nine have applications pending but have not yet been registered. These registrations can typically be renewed at 10-year intervals. In addition, we reserve and register domain names when and where we deem appropriate. As of December 31, 2025, we owned approximately 1,591 registered domain names.
The Company and our employees are committed to helping our communities thrive through a variety of Company-sponsored annual and ongoing community outreach efforts. As of December 31, 2024, we had 937 employees, of which approximately 927 are full-time and 10 are temporary or part-time.
The Company and our employees are committed to helping our communities thrive through a variety of Company-sponsored annual and ongoing community outreach efforts. As of December 31, 2025, we had 926 employees, of which approximately 919 are full-time and 7 are temporary or part-time.
As of December 31, 2024, we owned 58 trademarks and service marks; 15 of those marks are registered outside of the United States, and 43 are registered or in the midst of the application process with the United States Patent and Trademark Office (“USPTO”).
As of December 31, 2025, we owned 53 trademarks and service marks; 11 of those marks are registered outside of the United States, and 42 are registered or in the midst of the application process with the United States Patent and Trademark Office (“USPTO”).
Auto loans enable consumers to purchase new or used vehicles or refinance an existing loan secured by an automobile. • Credit cards, which include offerings from most major card issuers. • Personal loans, which are typically unsecured obligations generally carrying shorter terms and smaller loan amounts than home mortgages. • Small business loans, which include a broad array of financing types including, but not limited to, loans secured by working capital, equipment, real estate and other forms of financing, provided to small and medium-sized businesses. • Student loans, which includes both new loans to finance education and related expenses, as well as refinancing of existing loans.
Auto loans enable consumers to purchase new or used vehicles or refinance an existing loan secured by an automobile. • Credit cards, which include offerings from many major card issuers. • Personal loans, which are typically unsecured obligations generally carrying shorter terms and smaller loan amounts than home mortgages. • Small business loans, which are typically short term loans used for the purpose of working capital, expansion and other forms of business financing provided to small and medium-sized businesses. • Student loans, which includes both new loans to finance education and related expenses, as well as refinancing of existing loans.
We generate revenue from the deposit account product when a consumer clicks from our website through to a financial institution's website. We generate revenue from debt relief services through a fee for a customer referral to a service provider partner or through a fee at the time a consumer enrolls in a program with one of our Network Partners.
We generate revenue from the deposit account product when a consumer clicks from our website through to a financial institution's website. We generate revenue from debt relief services through a fee for a customer referral to a service provider partner.
We ceased offering matches to providers of reverse mortgage loans in the fourth quarter of 2022. Consumer Segment Consumer lending products on our online marketplace that include information, tools and access to multiple conditional loan offers for the following: • Auto, which includes our auto refinance and purchase loan products.
Consumer Segment Consumer lending products on our online marketplace that include information, tools and access to multiple conditional loan offers for the following: • Auto, which includes our auto refinance and purchase loan products.
However, we cannot guarantee that such laws or contractual restrictions will provide us with sufficient protection or that we have entered into confidentiality agreements with each party that has or may have had access to our confidential or proprietary information, know-how or trade secrets.
However, we cannot guarantee that such laws or contractual restrictions will provide us with sufficient protection or that we have entered into confidentiality agreements with each party that has or may have had access to our confidential or proprietary information, know-how or trade secrets. 7 Table of Contents As we develop or identify new or improved proprietary technologies, we seek patent protection in the United States and abroad, as appropriate.
Our QuoteWizard business is one of the largest insurance comparison marketplaces in the growing online insurance advertising market. ValuePenguin, a personal finance website that offers consumers objective analysis on a variety of financial topics related to insurance, is also part of our Insurance segment.
ValuePenguin, a personal finance website that offers consumers objective analysis on a variety of financial topics related to insurance, is also part of our Insurance segment. We exited the insurance agency business in the second quarter of 2025.
Insurance Segment Our Insurance segment includes information, tools and access to insurance quote products, including automobile, home, life, health and Medicare, through which consumers are matched with insurance lead aggregators to obtain insurance offers, as well as insurance policies in our agency businesses.
Insurance Segment Our Insurance segment includes information, tools and access to insurance quote products, including automobile, home, life, health and Medicare, through which consumers are matched with insurance lead aggregators to obtain insurance offers. Our QuoteWizard business is one of the largest insurance comparison marketplaces in the growing online insurance advertising market.
We believe the consumer and insurance industries are in the middle stages of a fundamental shift to online product offerings, similar to the shift that started in retail and travel many years ago and is now well established.
We intend to capitalize on our expertise in performance marketing, product development and technology by leveraging the widespread recognition of the LendingTree brand and our expanded portfolio of product offerings. 3 Table of Contents We believe the consumer and insurance industries are in the middle stages of a fundamental shift to online product offerings, similar to the shift that started in retail and travel many years ago and is now well established.
Segment revenue is as follows (in thousands) : For the Year Ended December 31, 2024 2023 2022 Home $ 128,854 $ 143,753 $ 289,383 Consumer 222,462 278,945 396,109 Insurance 548,704 249,605 299,073 Other 199 199 427 Total revenue $ 900,219 $ 672,502 $ 984,992 LendingTree does not charge consumers for the use of our services.
We exited the insurance agency business in the second quarter of 2025. 4 Table of Contents Segment revenue is as follows (in thousands) : For the Year Ended December 31, 2025 2024 2023 Home $ 151,764 $ 128,854 $ 143,753 Consumer 253,370 222,462 278,945 Insurance 711,880 548,704 249,605 Other 310 199 199 Total revenue $ 1,117,324 $ 900,219 $ 672,502 LendingTree does not charge consumers for the use of our services.
Competition Our businesses compete with other online marketing companies, including online intermediaries that operate network-type arrangements. We also face competition from lenders and insurance agents that source consumers directly.
Other factors affecting our businesses include macro factors such as credit availability in the market, interest rates, inflation, the strength of the economy and employment. Competition Our businesses compete with other online marketing companies, including online intermediaries that operate network-type arrangements. We also face competition from lenders and insurance agents that source consumers directly.
As we develop or identify new or improved proprietary technologies, we seek patent protection in the United States and abroad, as appropriate. As of December 31, 2024, we owned one issued U.S. patent related to the system and method for collecting financial information over a global communications network, that expires in 2032.
As of December 31, 2025, we owned one issued U.S. patent related to the system and method for collecting financial information over a global communications network, that expires in 2032. Many of our services are offered under proprietary trademarks and service marks.
We have made investments in technologically-adept personnel and we use in-market real-time testing to improve our digital platforms.
We have made investments in technologically-adept personnel and we use in-market real-time testing to improve our digital platforms. Additionally, we work with our Network Partners, including providing training and other resources, to improve the consumer experience throughout the process.
In our Home segment, mortgage rates hit multi-decade highs of nearly 8% in October, then proceeded to drop below 7% by December, ending the year at 6.6%. The continued high mortgage rates in 2023 and home affordability issues continued to cause declines in refinance volumes and purchase activity.
During 2023, the challenging interest rate environment and inflationary pressures presented challenges for many of our mortgage, consumer and insurance partners. In our Home segment, mortgage rates hit multi-decade highs of nearly 8% in October, then proceeded to drop below 7% by December, ending the year at 6.6%.
We believe that consumers with existing LendingTree-branded associations will be more likely to utilize our other service offerings than those of other providers whose brands consumers may not recognize. We introduced our Spring platform, which provides a relationship-based consumer experience, rather than just a transaction-based experience.
We believe that consumers with existing LendingTree-branded associations will be more likely to utilize our other service offerings than those of other providers whose brands consumers may not recognize. By expanding our portfolio of financial services offerings, we have grown and diversified our business and sources of revenue.
However, these rates are more than doubled compared to the low annual average mortgage rates seen in 2021. The increased mortgage rates continue to cause reduced refinance volumes and continue to put pressure on purchase activity. Additionally, the restrictive lending conditions continue to pressure our Consumer segment.
The increased mortgage rates continued to cause reduced refinance volumes and continued to put pressure on purchase activity. Additionally, the restrictive lending conditions continued to pressure our Consumer segment. In our Insurance segment, demand from our carrier partners increased significantly in 2024.
We also anticipate less consumer demand for credit cards in the fourth quarter of each year, and we anticipate higher consumer demand for deposit accounts in the first quarter of each year. Other factors affecting our businesses include macro factors such as credit availability in the market, interest rates, inflation, the strength of the economy and employment.
We also anticipate less consumer demand for credit cards in the fourth quarter of each year, and we anticipate higher consumer demand for deposit 6 Table of Contents accounts in the first quarter of each year.
During 2024, the challenging interest rate environment and inflationary pressures have continued to present challenges for many of our mortgage lending partners. In our Home segment, mortgage rates remained relatively consistent in 2024, with the annual average mortgage rate in 2024 of 6.7% compared to 6.8% in 2023.
During 2025, we continue to see high interest rates, inflationary pressures and low existing home sales negatively impacting our mortgage lending partners. In our Home segment, mortgage rates remained relatively consistent in 2025, with the annual average mortgage rate in 2025 of 6.6% compared to 6.7% in 2024, but remain significantly increased compared to the low rates seen in 2021.
We launched the LendingTree brand nationally in 1998 and, over the last twenty-plus years, we have invested significantly in this brand to gain widespread consumer recognition.
Evolution and Future Growth of Our Business At its inception, our original business was to serve consumers seeking home mortgage loans by matching them with various lenders. We launched the LendingTree brand nationally in 1998 and, over the last twenty-plus years, we have invested significantly in this brand to gain widespread consumer recognition.
Our Consumer segment includes the following products: credit cards, personal loans, small business loans, auto loans, deposit accounts, and other credit products such as debt settlement. We are in the process of exiting the student loan business and plan to be substantially completed by the end of the first quarter of 2025.
Products Our Home segment includes the following products: purchase mortgage, refinance mortgage, and home equity loans and lines of credit. Our Consumer segment includes the following products: credit cards, personal loans, small business loans, auto loans, deposit accounts, and other credit products such as debt settlement.
Home equity loans are one-time lump sum loans, whereas a home equity line of credit reflects a line of revolving credit where the borrower has flexibility to draw down and repay the line over time. • Reverse mortgage loans, which were loan products available to qualifying homeowners age 62 or older.
Home equity loans are one-time lump sum loans, whereas a home equity line of credit reflects a line of revolving credit where the borrower has flexibility to draw down and repay the line over time. • Purchase mortgage loans product, which matches consumers in the market looking to buy a new home with our network lenders. • Refinance mortgage loans product, which matches consumers in the market looking to refinance their existing mortgages with our network lenders.
In our Insurance segment, demand from our carrier partners remained volatile for much of the year as they continued to deal with persistent industry headwinds. In the last months of 2023, we began to see advertising budgets from our carrier partners increase.
The availability of credit contracted and lenders were less inclined to make loans in an environment with high inflation and significantly increased cost of capital. In our Insurance segment, demand from our carrier partners remained volatile for much of the year as they continued to deal with persistent industry headwinds.
In our Insurance segment, demand from our carrier partners increased significantly in 2024 and we are optimistic about maintaining the strong performance in the Insurance segment as we head into 2025. 4 Table of Contents Segment Reporting We have three reportable segments: Home, Consumer, and Insurance.
In our Insurance segment, carriers are broadly experiencing strong automotive underwriting results following multiple quarters of premium increases and stable loss cost trends. We are optimistic about maintaining the strong performance in the Insurance segment as we head into 2026. Segment Reporting We have three reportable segments: Home, Consumer, and Insurance.
Revenues from our Insurance products are primarily derived from upfront match fees, and upfront fees for website clicks or fees for calls, earned through the delivery of consumer requests, as well as commissions earned on policy sales in our agency businesses.
Revenues from our Insurance products are primarily derived from upfront match fees, and upfront fees for website clicks or fees for calls, earned through the delivery of consumer requests. For the year ended December 31, 2025, one Network Partner, Progressive Casualty Insurance, accounted for 27% of total consolidated revenue, all of which was recorded within our Insurance segment.
In addition, the auto and home insurance industry was impacted in 2022 by persistent industry headwinds, supply chain issues, rising accident severity and frequency, and hurricane losses. During 2023, the challenging interest rate environment and inflationary pressures continued to present challenges for many of our mortgage, consumer and insurance partners.
In the last months of 2023, we began to see advertising budgets from our carrier partners increase. During 2024, the challenging interest rate environment and inflationary pressures continued to present challenges for many of our mortgage lending partners.
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Additionally, we work with our Network Partners, including providing training and other resources, to improve the consumer experience throughout the process. 3 Table of Contents Evolution and Future Growth of Our Business At its inception, our original business was to serve consumers seeking home mortgage loans by matching them with various lenders.
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In our Home segment, mortgage rates remained relatively consistent in 2024, with the annual average mortgage rate in 2024 of 6.7% compared to 6.8% in 2023. However, these rates are more than doubled compared to the low annual average mortgage rates seen in 2021.
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Our Spring platform offers a personalized comparison-shopping experience, financial health advice and credit simulations by providing free access to credit scores and credit score analysis.
Added
A shortage of in-the-money refinance borrowers persists given the current higher level of mortgage rates, and historically low existing home sales are suppressing consumer demand for purchase loans. Our Consumer segment has benefited from the recent Federal Reserve rate decreases, and our lenders are generally broadening in credit appetite.
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This authenticated and secure platform enables us to monitor consumers' credit profiles, identify and alert them to changes in their financial health, and to recommend loans and other offerings on our marketplace that may be more favorable than the terms they have at a given point in time.
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Our small business loan demand typically peaks early in the first quarter, then softens for a period of time before increasing from late third quarter through the fourth quarter in anticipation of holiday-related funding needs.
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Customers can track the progress of their financial health over time based on actions they have taken, and see recommended credit score improvement actions, loans or other products offered by LendingTree. By expanding our portfolio of financial services offerings, we have grown and diversified our business and sources of revenue.
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We intend to capitalize on our expertise in performance marketing, product development and technology by leveraging the widespread recognition of the LendingTree brand and our expanded portfolio of product offerings.
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During 2022, the challenging interest rate environment and persistent inflationary pressures presented challenges for many of our mortgage, consumer and insurance partners. We saw the most significant impact in our Home segment as mortgage rates nearly doubled in 2022, causing a sharp decline in refinance volumes and pressure on purchase activity.
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Although our Insurance segment rebounded from the trough in the fourth quarter of 2021, the recovery was slower than expected as demand from our carrier partners remained volatile as they continued to attempt to implement premium increases to offset the effect of inflation on claims.
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Products Our Home segment includes the following products: purchase mortgage, refinance mortgage, and home equity loans and lines of credit. We ceased offering reverse mortgage loans on our marketplace in the fourth quarter of 2022.
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We are in the process of exiting the student loans business, and plan to be substantially completed by the end of the first quarter of 2025.
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We also owned one provisional U.S. patent related to systems for determination of fair market value of a mortgage lead that expires on July 26, 2025, at which time a non-provisional patent application may be filed. Many of our services are offered under proprietary trademarks and service marks.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

113 edited+29 added−56 removed227 unchanged
Biggest changeThe Revolving Facility matures on September 15, 2026, and the Term Loan Facility matures on September 15, 2028. On May 31, 2022, we borrowed $250.0 million under the Term Loan Facility. Borrowings under the Credit Facility can be used to finance working capital needs, capital expenditures, and general corporate purposes, including to finance permitted acquisitions.
Biggest changeThe proceeds of the 2025 Credit Facility were used to refinance the 2021 Credit Facility and 2024 Term Loan, and can be used for working capital and general corporate purposes, and any other purpose not prohibited by the credit agreement. As of December 31, 2025, we have $399.0 million borrowings outstanding under the 2025 Term Loan.
Our businesses conduct marketing activities via telephone, mail and/or through online marketing channels, and these general marketing activities are governed by numerous federal regulations, such as the TSR, the CAN-SPAM Act, the TCPA, the Federal Trade Commission Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, RESPA, and various state telemarketing laws, federal and state data privacy and security laws and their accompanying regulations and guidelines, among others.
Our businesses conduct marketing activities via telephone, mail and/or through online marketing channels, and these general marketing activities are governed by numerous federal regulations, such as the TSR, the CAN-SPAM Act, the TCPA, the Federal Trade Commission Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, RESPA, and various state telemarketing and consumer protection laws, federal and state data privacy and security laws and their accompanying regulations and guidelines, among others.
We have adopted appropriate policies and procedures to address these requirements (such as appropriate consumer disclosures and call scripting, call monitoring and other quality assurance and compliance measures), but it is not possible to ensure that all employees comply with our policies and procedures at all times.
We have adopted appropriate policies and procedures to address these requirements (such as appropriate consumer disclosures, call scripting, call monitoring and other quality assurance and compliance measures), but it is not possible to ensure that all employees comply with our policies and procedures at all times.
Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition. The impact of the changes in tax legislation on future years may be material to our consolidated financial statements.
Unanticipated changes in tax legislation, effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition. The impact of the changes in tax legislation or tax rates on future years may be material to our consolidated financial statements.
If a third party is able to obtain an injunction preventing us from accessing third-party intellectual property rights, or if we cannot license or develop alternative technology for any infringing aspect of our business, we may be forced to limit or stop sales of our products and services or cease business activities related to such intellectual property.
If a third party is able to obtain an injunction preventing us from accessing third-party intellectual property rights, or if we cannot license or develop alternative technology for any infringing aspect of our business, we may be forced to limit or stop sales of our products, technology and services or cease business activities related to such intellectual property.
Any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, may require us to do one or more of the following: • cease selling or using products or services that incorporate the intellectual property rights that we allegedly infringe, misappropriate or violate; • make substantial payments for legal fees, settlement payments or other costs or damages; • obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; or • redesign or rebrand the allegedly infringing products or services to avoid infringement, misappropriation or violation, which could be costly, time-consuming or impossible.
Any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, may require us to do one or more of the following: • cease selling or using products, technology or services that incorporate the intellectual property rights that we allegedly infringe, misappropriate or violate; • make substantial payments for legal fees, settlement payments or other costs or damages; • obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; or • redesign or rebrand the allegedly infringing products or services to avoid infringement, misappropriation or violation, which could be costly, time-consuming or impossible.
Any failure or perceived failure by us or our Network Partners or external service providers to comply with our posted privacy policies or with any applicable federal, state or foreign laws, regulations, standards, certifications or orders relating to data privacy or security or consumer protection, or any compromise of security that results in the theft, unauthorized access, acquisition, use, disclosure, or misappropriation of personal information or other user data, could result in fines or proceedings or litigation by governmental agencies or consumers, including class action privacy litigation in certain jurisdictions, which would subject us to significant awards, penalties or judgments, one or all of which could materially and adversely affect our business, financial condition and results of operations.
Any failure or perceived failure by us or our Network Partners or external service providers to comply with our posted privacy policies and notices or with any applicable federal, state or foreign laws, regulations, standards, certifications or orders relating to data privacy or security or consumer protection, or any compromise of security that results in the theft, unauthorized access, acquisition, use, disclosure, or misappropriation of personal information or other user data, could result in fines or proceedings or litigation by governmental agencies or consumers, including class action privacy litigation in certain jurisdictions, which would subject us to significant awards, penalties or judgments, one or all of which could materially and adversely affect our business, financial condition and results of operations.
Even if we successfully acquire additional businesses or technologies, we may not achieve the anticipated benefits or synergies due to a number of factors, including but not limited to: • senior management’s attention may be diverted from the management of daily operations to the integration of the businesses acquired in the acquisition; • inability to generate sufficient revenue to offset acquisition costs; • inability to maintain relationships with customers and partners of the acquired business; • challenges maintaining quality and security standards consistent with our brand; • inability to achieve anticipated synergies or unanticipated difficulty with integration into our corporate culture; • the need to integrate or implement additional controls, procedures, and policies; • harm to our existing business relationships with business partners as a result of the acquisition; • use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition; • inability to retain key employees of businesses acquired; • inability to fully integrate the businesses acquired; • costs and expenses associated with any undisclosed or potential liabilities; • that the businesses acquired in the acquisition may not perform as well as anticipated; • adverse conditions in the economy may affect the lenders or insurance carriers or other customers of the acquired businesses and their willingness to issue new credit, write new policies or otherwise expand their businesses; • advertisers in the business verticals in which we, or the acquired businesses we operate, may be unwilling to advertise on our websites or mobile applications; • increased competition and its effect on our or the acquired businesses' website traffic, click-through rates, submitted consumer requests, advertising rates, revenue, margins, and market share; • our ability to maintain brand recognition for both us and the acquired businesses and to effectively leverage the LendingTree brand with the newly acquired brands; • our ability to develop new products and services and enhance existing ones; and • assumed liabilities associated with the historical operations of the acquired businesses, including as a result of data privacy and security laws and regulations or security breaches.
Even if we successfully acquire additional businesses or technologies, we may not achieve the anticipated benefits or synergies due to a number of factors, including but not limited to: • senior management’s attention may be diverted from the management of daily operations to the integration of the businesses acquired in the acquisition; • inability to generate sufficient revenue to offset acquisition costs; 15 Table of Contents • inability to maintain relationships with customers and partners of the acquired business; • challenges maintaining quality and security standards consistent with our brand; • inability to achieve anticipated synergies or unanticipated difficulty with integration into our corporate culture; • the need to integrate or implement additional controls, procedures, and policies; • harm to our existing business relationships with business partners as a result of the acquisition; • use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition; • inability to retain key employees of businesses acquired; • inability to fully integrate the businesses acquired; • costs and expenses associated with any undisclosed or potential liabilities; • that the businesses acquired in the acquisition may not perform as well as anticipated; • adverse conditions in the economy may affect the lenders or insurance carriers or other customers of the acquired businesses and their willingness to issue new credit, write new policies or otherwise expand their businesses; • advertisers in the business verticals in which we, or the acquired businesses we operate, may be unwilling to advertise on our websites or mobile applications; • increased competition and its effect on our or the acquired businesses' website traffic, click-through rates, submitted consumer requests, advertising rates, revenue, margins, and market share; • our ability to maintain brand recognition for both us and the acquired businesses and to effectively leverage the LendingTree brand with the newly acquired brands; • our ability to develop new products and services and enhance existing ones; and • assumed liabilities associated with the historical operations of the acquired businesses, including as a result of data privacy and security laws and regulations or security breaches.
In addition, the Credit Facility contains customary affirmative and negative covenants, including, subject to certain exceptions, restrictions on our ability to, among other things: • incur additional indebtedness; • grant liens; • make loans and investments; • enter into mergers or make certain fundamental changes; • make certain restricted payments, including dividends, distributions, stock repurchases or redemptions; • sell assets; • enter into transactions with affiliates; and • enter into restrictive transactions.
In addition, the 2025 Credit Facility contains customary affirmative and negative covenants, including, subject to certain exceptions, restrictions on our ability to, among other things: • incur additional indebtedness; • grant liens; • make loans and investments; • enter into mergers or make certain fundamental changes; • make certain restricted payments, including dividends, distributions, stock repurchases or redemptions; • sell assets; • enter into transactions with affiliates; and • enter into restrictive transactions.
Federal and state regulations govern various aspects of our online business, including intellectual property ownership, infringement and misappropriation, including with respect to trade secrets, the distribution of electronic communications, marketing and advertising, data privacy and security, search engines and Internet tracking technologies. Future taxation on the use of the Internet or e-commerce transactions could also be imposed.
Federal and state regulations govern various aspects of our online business, including intellectual property ownership, infringement and misappropriation, including with respect to trade secrets, the distribution of electronic communications, marketing and advertising, data privacy and security, search engines, AI and Internet tracking technologies. Future taxation on the use of the Internet or e-commerce transactions could also be imposed.
To the extent we pay the purchase price of any acquisition or investment in cash or through borrowings under our Credit Facility (as defined herein), it would reduce our cash balances and/or result in indebtedness we must service, which may have a material and adverse effect on our business and financial condition.
To the extent we pay the purchase price of any acquisition or investment in cash or through borrowings under our 2025 Credit Facility (as defined herein), it would reduce our cash balances and/or result in indebtedness we must service, which may have a material and adverse effect on our business and financial condition.
However, we may not be aware or we may disagree that our products or services are infringing, misappropriating or otherwise violating third-party intellectual property rights and such third parties may bring claims alleging such infringement, misappropriation or violation. Lawsuits are often time-consuming and expensive to resolve and they may divert management’s time and attention.
However, we may not be aware or we may disagree that our products, technology or services are infringing, misappropriating or otherwise violating third-party intellectual property rights and such third parties may bring claims alleging such infringement, misappropriation or violation. Lawsuits are often time-consuming and expensive to resolve and they may divert management’s time and attention.
Some of the states in which our businesses maintain licenses require us to collect various loan documents from our Network Partners and produce these documents for examination by state regulators. While our Network Partners are contractually obligated to provide these documents upon request, these measures may be insufficient.
Some of the states in which our businesses maintain licenses require us to collect various loan documents and loan data from our Network Partners and produce these documents and data for examination by state regulators. While our Network Partners are contractually obligated to provide these documents and data upon request, these measures may be insufficient.
Factors that could negatively affect our ability to grow our user base and engagement include, among others: • we lose users to new market entrants and/or existing competitors; • we do not obtain regulatory approvals necessary for expansion into new verticals, or to launch new products, product features or tools; • we fail to effectively use search engines, social media platforms, digital app stores, content-based online advertising, and other online sources for generating traffic to our platforms; • our platforms experience disruptions or outages; • we suffer reputational harm to our brand including from negative publicity, whether accurate or inaccurate; • we fail to offer new and competitive products, to provide effective updates to our existing products or to keep pace with technological improvements in our industry; • technical or other problems frustrate the user experience; • we are unable to address user concerns regarding the content, privacy, and security of our digital platforms; • we are unable to continue to innovate and improve our platforms by generating compelling content and tools; or 15 Table of Contents • existing or new financial services providers use incentives to directly cross-sell their products, reducing consumer benefits of using multiple providers.
Factors that could negatively affect our ability to grow our user base and engagement include, among others: • we lose users to new market entrants and/or existing competitors; • we do not obtain regulatory approvals necessary for expansion into new verticals, or to launch new products, product features or tools; • we fail to effectively use search engines, social media platforms, digital app stores, content-based online advertising, and other online sources for generating traffic to our platforms; • our platforms experience disruptions or outages; • we suffer reputational harm to our brand including from negative publicity, whether accurate or inaccurate; • we fail to offer new and competitive products, to provide effective updates to our existing products or to keep pace with technological improvements in our industry; • technical or other problems frustrate the user experience; • we are unable to address user concerns regarding the content, privacy, and security of our digital platforms; • we are unable to continue to innovate and improve our platforms by generating compelling content and tools; or • existing or new financial services providers use incentives to directly cross-sell their products, reducing consumer benefits of using multiple providers.
The Credit Facility requires us to pledge as collateral, subject to certain customary exclusions, substantially all of our assets. The obligations under this facility are unconditionally guaranteed, subject to certain customary exclusions, on a senior basis by our material domestic subsidiaries. The guaranties are secured, subject to certain customary exclusions, by substantially all of each such guarantor's assets.
The 2025 Credit Facility requires us to pledge as collateral, subject to certain customary exclusions, substantially all of our assets. The obligations under this facility are unconditionally guaranteed, subject to certain customary exclusions, on a senior basis by our material domestic subsidiaries. The guaranties are secured, subject to certain customary exclusions, by substantially all of each such guarantor's assets.
For example, the California Consumer Privacy Act (the “CCPA”), as amended by the California Privacy Rights Act ("CPRA"), requires covered companies to, among other things, provide certain disclosures to California residents and provide such residents with certain data protection and privacy rights, including the ability to opt-out of certain sales of personal information.
For example, the California Consumer Privacy Act (the “CCPA”), as amended by the California Privacy Rights Act ("CPRA"), requires covered companies to, among other things, provide certain disclosures to California residents and provide such residents with certain data protection and privacy rights, including the ability to opt-out of certain sales and shares of personal information.
Failure to produce required documents for examination could result in fines, as well as the revocation of our licenses to operate in certain states, which could have a material and adverse effect on our business, financial condition and results of operations.
Failure to produce required documents and data for examination could result in fines, as well as the revocation of our licenses to operate in certain states, which could have a material and adverse effect on our business, financial condition and results of operations.
Such breaches, failures and fraudulent activity may take many forms, including check fraud, fraudulent inducement, electronic fraud, wire fraud, computer viruses, phishing, social engineering, denial or degradation of service attacks, malware, ransomware or other cyber-attacks, and other dishonest acts, any of which could be the result of a circumvention or failure of our data security processes, procedures, tools, and controls.
Such breaches, failures and fraudulent activity may take many forms, including check fraud, fraudulent inducement, electronic fraud, wire fraud, computer viruses, phishing, social engineering, denial or degradation of service attacks, malware, ransomware, deepfake, AI or other cyber-attacks, and other dishonest acts, any of which could be the result of a circumvention or failure of our data security processes, procedures, tools, and controls.
After we complete an acquisition, the following factors could result in material charges and adversely affect our operating results and may adversely affect our cash flows: • costs incurred to combine the operations of companies we acquire, such as transitional employee expenses and employee retention or relocation expenses; • impairment of goodwill or intangible assets; • a reduction in the useful lives of intangible assets acquired; • impairment of long-lived assets; • identification of, or changes to, assumed contingent liabilities; • changes in the fair value of any contingent consideration; • charges to our operating results due to duplicative pre-merger activities; • charges to our operating results from expenses incurred to effect the acquisition; and • charges to our operating results due to the expensing of certain stock awards assumed in an acquisition.
After we complete an acquisition, the following factors could result in material charges and adversely affect our operating results and may adversely affect our cash flows: 31 Table of Contents • costs incurred to combine the operations of companies we acquire, such as transitional employee expenses and employee retention or relocation expenses; • impairment of goodwill or intangible assets; • a reduction in the useful lives of intangible assets acquired; • impairment of long-lived assets; • identification of, or changes to, assumed contingent liabilities; • changes in the fair value of any contingent consideration; • charges to our operating results due to duplicative pre-merger activities; • charges to our operating results from expenses incurred to effect the acquisition; and • charges to our operating results due to the expensing of certain stock awards assumed in an acquisition.
Furthermore, if any free search engine traffic on which we rely begins charging fees for listing or placement, or if one or more of the search engines or other online sources on which we rely for purchased listings, modifies or terminates its relationship with us, our expenses could rise, we could lose customers, and traffic to our websites could decrease, all of which could have a material adverse effect on our business, financial condition and results of operations. 11 Table of Contents We rely on technology to operate our business and continue to implement substantial changes to our information systems.
Furthermore, if any free search engine traffic on which we rely begins charging fees for listing or placement, or if one or more of the search engines or other online sources on which we rely for purchased listings, modifies or terminates its relationship with us, our expenses could rise, we could lose customers, and traffic to our websites could decrease, all of which could have a material adverse effect on our business, financial condition and results of operations. 11 Table of Contents We rely on technology, including artificial intelligence, to operate our business and continue to implement substantial changes to our information systems.
Additionally, increased regulation by the Bureau of Consumer Financial Protection (“CFPB”), the U.S. Federal Trade Commission (“FTC”) and Federal Communications Commission (“FCC”) has resulted in restrictions on our marketing activities. Additional federal, state and in some instances, local laws regulate secured and unsecured lending, and insurance brokerage activities, which impacts our marketplace, partners and consumers.
Additionally, increased regulation by the Bureau of Consumer Financial Protection (“CFPB”), the U.S. Federal Trade Commission (“FTC”) and Federal Communications Commission (“FCC”) has resulted in restrictions on our marketing activities. Additional federal, state and in some instances, local laws regulate secured and unsecured lending, and insurance brokerage activities, which impact our marketplace, partners and consumers.
Most states require licenses to solicit, broker or make loans secured by residential mortgages and other consumer loans to residents of those states, as well as to operate real estate referral and brokerage services, and in many cases require the licensure or registration of individual employees engaged in aspects of these businesses.
Most states require licenses to solicit, broker or make loans secured by residential mortgages and other consumer loans to residents of those states, as well as to operate real estate matching and brokerage services, and in many cases require the licensure or registration of individual employees engaged in aspects of these businesses.
From when we became a publicly-traded company to as of December 31, 2024, the price per share of our common stock has fluctuated from an intraday low of $1.42 per share to an intraday high of $434.94 per share. The market price of our common stock may fluctuate or decline significantly in the future.
From when we became a publicly-traded company to as of December 31, 2025, the price per share of our common stock has fluctuated from an intraday low of $1.42 per share to an intraday high of $434.94 per share. The market price of our common stock may fluctuate or decline significantly in the future.
Our businesses are also subject to various state, federal and/or local laws, rules and regulations limiting or prohibiting inducements, cash rebates and gifts to consumers, which impacts our lead generation business, as well as the manner in which these businesses may offer, advertise or promote transactions.
Our businesses are also subject to various state, federal and/or local laws, rules and regulations limiting or prohibiting inducements, cash rebates and gifts to consumers, which impact our lead generation business, as well as the manner in which these businesses may offer, advertise or promote transactions.
In the course of our operations and the processing of consumer transactions, our businesses collect, use, store, disclose, transfer and otherwise process a large volume of personal information, including from our consumers, employees and third parties with whom we conduct business, and other user data.
In the course of our operations and the processing of consumer inquiries, our businesses collect, use, store, disclose, transfer and otherwise process a large volume of personal information, including from our consumers, employees and third parties with whom we conduct business, and other user data.
We need to anticipate, develop and introduce new products, services and applications on a timely and cost-effective basis that keep pace with technological developments and changing consumer and Network Partner needs. We are continually working to improve our consumer experience through enhancements to our products and services.
We need to anticipate, develop and implement new products, services and applications on a timely and cost-effective basis that keep pace with technological developments and changing consumer and Network Partner needs. We are continually working to improve our consumer experience through enhancements to our products and services.
We believe that the growth of our business and revenue depends upon our ability to engage our existing users on the Spring and other platforms and to add new users. If we lose users or user engagement diminishes, our business and financial condition will be negatively impacted.
We believe that the growth of our business and revenue depends upon our ability to engage our existing users on our platforms and to add new users. If we lose users or user engagement diminishes, our business and financial condition will be negatively impacted.
Reasons that lenders might reduce their willingness to make personal loans at attractive 13 Table of Contents interest rates may include regulatory changes, stricter institutional lending criteria, a lack of adequate funding sources or capital for loan originations, or increased borrower default levels, which may occur upon adverse changes in regional, national or global economic conditions.
Reasons that lenders might reduce their willingness to make personal loans at attractive interest rates may include regulatory changes, stricter institutional lending criteria, a lack of adequate funding sources or capital for loan originations, or increased borrower default levels, which may occur upon adverse changes in regional, national or global economic conditions.
These factors can affect the number of consumers applying for loans and overall loan approval rates, which can adversely affect our business. Increases in interest rates driven by the Federal Reserve Board’s Federal Open Market Committee to combat a historically high rate of inflation may continue or decreases in interest rates may be delayed.
These factors can affect the number of consumers applying for loans and overall loan approval rates, which can adversely affect our business. Increases in interest rates driven by the Federal Reserve Board’s 12 Table of Contents Federal Open Market Committee to combat a historically high rate of inflation may continue or decreases in interest rates may be delayed.
Moreover, we cannot guarantee that we have entered into confidentiality agreements with each party that has or may have had access to our confidential or proprietary information, know-how and trade secrets, or that any such confidentiality agreements 26 Table of Contents will be effective in controlling access to, and distribution, use, misuse, misappropriation, reverse engineering or disclosure of, our confidential or proprietary information, know-how and trade secrets.
Moreover, we cannot guarantee that we have entered into confidentiality agreements with each party that has or may have had access to our confidential or proprietary information, know-how and trade secrets, or that any such confidentiality agreements will be effective in controlling access to, and distribution, use, misuse, misappropriation, reverse engineering or disclosure of, our confidential or proprietary information, know-how and trade secrets.
Our businesses have experienced, and will likely continue to experience a decline in demand for their offerings due to decreased consumer demand as a result of the conditions described above, now or in the future. The high interest rates in 2022, 2023, and 2024 and home affordability significantly impacted our mortgage business and continue to do so.
Our businesses have experienced, and will likely continue to experience a decline in demand for their offerings due to decreased consumer demand as a result of the conditions described above, now or in the future. The high interest rates in 2023 to 2025 and home affordability significantly impacted our mortgage business and continue to do so.
Risks Related to Our Industry We participate in a highly competitive market and pressure from existing and new competitors may materially and adversely affect our business, results of operations and financial condition.
Risks Related to Our Industry We participate in a highly competitive market and pressure from existing and new competitors, including from disintermediation, may materially and adversely affect our business, results of operations and financial condition.
Our QuoteWizard business poses risks for our ongoing operations, including, but not limited to: • adverse conditions in the economy may affect insurance carriers and their willingness to issue policies; • covered losses among insurance carriers may increase beyond normal and budgeted levels which could cause a reduction in demand for leads; • insurance carriers and other advertisers in the business verticals in which we or QuoteWizard operate may be unwilling to advertise on our or QuoteWizard’s websites or mobile applications; • concentration of customers with large insurance carriers may cause significant budget reductions from these customers and may impact our business; 12 Table of Contents • major publishers may determine they no longer want QuoteWizard as an advertising partner; • changes in underwriting approval rates by insurance carrier customers; • increased competition and its effect on our or QuoteWizard’s website traffic, click-through rates, advertising rates, revenue, margins, and market share; • the cost of media may rise at a faster pace than QuoteWizard's monetization of traffic; • ability to provide competitive service to insurance carriers and to consumers using QuoteWizard’s and our online offerings and other platforms; • insurance carriers may determine that the online digital marketing channel is no longer a viable marketing platform for generating new insurance customers; • government regulatory agencies may hinder or disallow the operation of QuoteWizard's marketplace; • new government regulations and/or laws that affect the ability of private insurance carriers to market products directly to the consumer; • new government regulations and/or laws that would replace private insurance programs with government run programs; • our ability to maintain brand recognition for both LendingTree and QuoteWizard and to effectively leverage the LendingTree brand with the QuoteWizard brand; • our ability to develop new products and services and enhance existing ones; • our ability to retain key employees of QuoteWizard; • costs and expenses associated with any undisclosed or potential liabilities; • that the business may not continue to perform as well as anticipated; and • ongoing operating risks, including liabilities arising from data privacy and security laws and regulations or security breaches.
Our QuoteWizard business poses risks for our ongoing operations, including, but not limited to: • adverse conditions in the economy may affect insurance carriers and their willingness to issue policies; • covered losses among insurance carriers may increase beyond normal and budgeted levels which could cause a reduction in demand for leads; • insurance carriers and other advertisers in the business verticals in which we or QuoteWizard operate may be unwilling to advertise on our or QuoteWizard’s websites or mobile applications; • concentration of customers with large insurance carriers creates exposure to significant budget reductions from these customers that could negatively impact our business; • major publishers may determine they no longer want QuoteWizard as an advertising partner; • changes in underwriting approval rates by insurance carrier customers; • increased competition and its effect on our or QuoteWizard’s website traffic, click-through rates, advertising rates, revenue, margins, and market share; • the cost of media may rise at a faster pace than QuoteWizard's monetization of traffic; • ability to provide competitive service to insurance carriers and to consumers using QuoteWizard’s and our online offerings and other platforms; • insurance carriers may determine that the online digital marketing channel is no longer a viable marketing platform for generating new insurance customers; • government regulatory agencies may hinder or disallow the operation of QuoteWizard's marketplace; • new government regulations and/or laws that affect the ability of private insurance carriers to market products directly to the consumer; • new government regulations and/or laws that would replace private insurance programs with government run programs; • our ability to maintain brand recognition for both LendingTree and QuoteWizard and to effectively leverage the LendingTree brand with the QuoteWizard brand; • our ability to develop new products and services and enhance existing ones; • our ability to retain key employees of QuoteWizard; • that the business may not continue to perform as well as anticipated; and • ongoing operating risks, including liabilities arising from data privacy and security laws and regulations or security breaches.
Factors that may be considered a change in circumstances, indicating that the carrying value of our goodwill or indefinite-lived intangible assets may not be recoverable, include a decline in stock price and market capitalization, reduced future cash flow 32 Table of Contents estimates and slower growth rates in our industry or our customers’ industries.
Factors that may be considered a change in circumstances, indicating that the carrying value of our goodwill or indefinite-lived intangible assets may not be recoverable, include a decline in stock price and market capitalization, reduced future cash flow estimates and slower growth rates in our industry or our customers’ industries.
These matters could involve claims for substantial amounts of money or for other relief that might necessitate changes to our business or operations. The defense of these actions has been, and will likely continue to be, both time consuming and expensive, and the outcomes of these actions cannot be predicted with certainty.
These matters could involve claims for substantial amounts of money or for other relief that might necessitate changes to our business or operations. The defense of these actions has been, and will likely continue to be, both time consuming and expensive, and the outcomes of these 26 Table of Contents actions cannot be predicted with certainty.
Several of our products are subject to seasonal trends. Products in our Home segment have seasonal trends that reflect the general patterns of the mortgage industry and housing sales, which typically peak in the spring and summer seasons and decline in the winter. Our quarterly operating results may fluctuate as a result of these seasonal trends.
Several of our products are subject to seasonal trends. Products in our Home segment have seasonal trends that reflect the general patterns of the mortgage industry and housing sales, which typically peak in the spring and summer seasons and decline 30 Table of Contents in the winter. Our quarterly operating results may fluctuate as a result of these seasonal trends.
In the processing of consumer transactions, our businesses collect, use, store, disclose, transfer, and otherwise process a large volume of personal information and other confidential, proprietary and sensitive data.
In the processing of consumer inquiries, our businesses collect, use, store, disclose, transfer, and otherwise process a large volume of personal information and other confidential, proprietary and sensitive data.
We rely on a framework of security, processes, procedures, tools, and controls designed to protect our information and assets but, given the unpredictability of the timing, nature and scope of data security-related incidents and fraudulent activity, there can be no assurance that any security procedures and controls that we or our external service providers have implemented will be sufficient to prevent data security-related incidents or other fraudulent activity from occurring.
We rely on a framework of security, processes, procedures, tools, and controls consistent with industry standards and designed to protect our information and assets but, given the unpredictability of the timing, nature and scope of data security-related incidents and fraudulent activity, there can be no assurance that any security procedures and controls that we or our external service providers have implemented will be sufficient to prevent data security-related incidents or other fraudulent activity from occurring.
Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our 27 Table of Contents common stock.
Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock.
Fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, acts of war or terrorism, acts of God, unauthorized intrusions or 19 Table of Contents computer viruses, and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructures at any time.
Fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, acts of war or terrorism, acts of God, unauthorized intrusions or computer viruses, and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructures at any time.
We have in the past, and may in the future, decide to settle allegations of non-compliance with laws, rules and regulations when we determine that the cost of settlement is less than the cost and risk of continuing to defend against an allegation.
We have in the past, and may in the future, decide to settle allegations of non-compliance with laws, rules and regulations when we determine that the cost of settlement is less than the cost and risk of 21 Table of Contents continuing to defend against an allegation.
Provisions in our certificate of incorporation and bylaws, as amended and restated (“bylaws”), may have the effect of delaying or preventing a change of control or changes in our management.
Provisions in our certificate of incorporation and bylaws, as amended and restated (“bylaws”), may have the effect of delaying or preventing a change of control.
Our brand promotion activities may not generate consumer awareness or yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incur in building our brand. Adverse publicity and the potential corresponding impact on our reputation may be accelerated and amplified by the widespread use of social media platforms.
Our brand promotion activities may not generate consumer awareness or yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incur in building our brand. Adverse publicity and the potential corresponding impact on our reputation may be accelerated and amplified by the widespread use of social media platforms or artificial intelligence-based systems.
Further, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights, and if such defenses, counterclaims or countersuits are successful, we could lose valuable intellectual property rights.
Further, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights, and if such 25 Table of Contents defenses, counterclaims or countersuits are successful, we could lose valuable intellectual property rights.
Any failure to design or operate effective controls, any difficulties encountered in their implementation or improvement, or any failure to implement adequate internal controls for certain investments or our acquired companies could harm our operating results or cause us to fail to meet our reporting obligations.
Any failure to design or operate effective controls, any difficulties encountered in their implementation or improvement, or any failure to implement adequate internal controls for certain investments or our acquired companies could cause us to fail to meet our reporting obligations.
We rely on the performance of highly skilled personnel and if we are unable to attract, retain, develop and motivate well-qualified employees, our business and results of operations could be harmed.
We rely on the performance of highly skilled personnel and if we are unable to attract, retain, develop and motivate well-qualified employees, or replace key personnel, our business and results of operations could be harmed.
Such claims could result in state and/or federal litigation and related financial liabilities, as well as criminal penalties or civil liabilities, regulatory actions from state and/or federal governmental authorities, and significant fines, orders, sanctions, litigation and claims against us by consumers or third parties and related indemnification obligations.
Such claims could result in state and/or federal litigation and related financial liabilities, as well as criminal penalties or civil liabilities, regulatory 19 Table of Contents actions from state and/or federal governmental authorities, and significant fines, orders, sanctions, litigation and claims against us by consumers or third parties and related indemnification obligations.
Although we have a plan authorized for the repurchase of our common stock, we cannot guarantee that the stock repurchase program will be fully consummated or that it will enhance long-term stockholder value. Our ability to repurchase stock is limited by our Credit Facility and 2024 Term Loan.
Although we have a plan authorized for the repurchase of our common stock, we cannot guarantee that the stock repurchase program will be fully consummated or that it will enhance long-term stockholder value. Our ability to repurchase stock is limited by our 2025 Credit Facility.
Lenders participating on our marketplace may reduce their willingness to make personal loans at more attractive interest rates than credit card debt and may, for that reason or for any other reason, reduce their demand for requests generated from our personal loan marketplace.
Lenders participating on our marketplace may reduce their willingness to make personal loans at more attractive interest rates than credit card debt and may, for that reason or for any other reason, reduce their demand for requests generated 13 Table of Contents from our personal loan marketplace.
As data security-related threats continue to evolve, we may be required to expend significant 20 Table of Contents additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. In addition, our remediation efforts may not be successful.
As data security-related threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. In addition, our remediation efforts may not be successful.
We are included in search results as a result of both paid search listings, where we purchase specific search terms that result in the inclusion of our advertisement, and, separately, organic searches, that depend upon the searchable content on our sites.
We are included in search results as a result of both paid search listings, where we purchase specific search terms that result in the inclusion of our advertisement, and, separately, organic searches and artificial intelligence (“AI”) overviews, that depend upon the searchable content on our sites.
We may not be able to protect our intellectual property and similar proprietary rights if we are unable to enforce our rights or if 25 Table of Contents we do not detect unauthorized use of our intellectual property or similar proprietary rights.
We may not be able to protect our intellectual property and similar proprietary rights if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property or similar proprietary rights.
In response to conditions in the U.S. financial markets and economy, as well as a heightened regulatory and Congressional focus on consumer and small business lending and consumer investing, regulators have increased their scrutiny of the financial services industry, the result of which has included new regulations and guidance.
In response to conditions in the U.S. financial markets and economy, as well as a heightened regulatory and Congressional focus on consumer and small business lending and consumer investing, regulators have increased their scrutiny of the financial services industry, the result of which has included new regulations and guidance, along with the rescission of prior rules and guidance.
If an event of default occurs or if we otherwise fail to comply with any of the negative or affirmative covenants of the Credit Facility or the 2024 Term Loan, the lenders may declare all of the obligations and indebtedness under such facility due and payable.
If an event of default occurs or if we otherwise fail to comply with any of the negative or affirmative covenants of the 2025 Credit Facility, the lenders may declare all of the obligations and indebtedness under such facility due and payable.
In such a scenario, the lenders could exercise their lien on the pledged collateral, which would have a material adverse effect on our business, operations, financial condition and liquidity. For additional information on the Credit Facility and the 2024 Term Loan, see Note 14—Debt, in the notes to the consolidated financial statements included elsewhere in this annual report.
In such a scenario, the lenders could exercise their lien on the pledged collateral, which would have a material adverse effect on our business, operations, financial condition and liquidity. For additional information on the 2025 Credit Facility, see Note 13—Debt, in the notes to the consolidated financial statements included elsewhere in this annual report.
The failure of our businesses to comply with past, existing or new laws, rules and regulations, or to obtain and maintain required licenses, could result in administrative fines or proceedings against us or our businesses by governmental agencies and/or litigation by consumers, which could materially and adversely affect our business, financial condition and results of operations and our brand.
The failure of our businesses to comply with past, existing or new laws, rules and regulations, or to obtain and maintain required licenses, could result in business interruptions in certain jurisdictions, administrative fines or proceedings against us or our 20 Table of Contents businesses by governmental agencies and/or litigation by consumers, which could materially and adversely affect our business, financial condition and results of operations and our brand.
The regulatory framework for data privacy and 22 Table of Contents security worldwide is continuously evolving and developing and, as a result, interpretation and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.
The regulatory framework for data privacy and security worldwide is continuously evolving and developing and, as a result, interpretation and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.
We have incurred operating losses from continuing operations at times in our history and we have an accumulated deficit of $879.4 million at December 31, 2024. If we fail to maintain or grow our revenue and manage our expenses, we may incur significant losses in the future and not be able to maintain or increase our profitability.
We have incurred operating losses from continuing operations at times in our history and we have an accumulated deficit of $728.1 million at December 31, 2025. If we fail to maintain or grow our revenue and manage our expenses, we may incur significant losses in the future and not be able to maintain or increase our profitability.
Changes to existing laws, rules and regulations or changes to interpretation of existing laws, rules and regulations could result in further restriction of activities incidental to our business and could have a material and adverse effect on our business, results of operation and financial condition.
Changes to existing laws, rules and regulations or changes to interpretation of existing laws, rules and regulations could result in further restriction of activities incidental to our business or use of technology such as AI, and could have a material and adverse effect on our business, results of operation and financial condition.
The success of our new products will depend on a number of factors, including, but not limited to: • implementing, at an acceptable cost, product features offered by our competitors and/or expected by consumers, and Network Partners; • market acceptance by consumers and Network Partners; • offerings by current and future competitors; • our ability to attract and retain management and other skilled personnel for these businesses; • our ability to collect amounts owed to us from third parties; • our ability to develop successful and cost-effective marketing campaigns; and • our ability to timely adjust marketing expenditures in relation to changes in demand for the underlying products and services offered by our Network Partners.
The success of our new products will depend on a number of factors, including, but not limited to: • implementing, at an acceptable cost, product features offered by our competitors and/or expected by consumers, and Network Partners; • market acceptance by consumers and Network Partners; • offerings by current and future competitors; • our ability to attract and retain management and other skilled personnel for these products; • our ability to develop successful and cost-effective marketing campaigns; and 14 Table of Contents • our ability to timely adjust marketing expenditures in relation to changes in demand for the underlying products and services offered by our Network Partners.
Also, if either of these Network Partners reduces their volume of consumer requests for any reason, our business could be adversely affected. We have incurred significant operating losses in the past and we may not be able to generate sufficient revenue to be profitable over the long term.
Also, if this Network Partner reduces its volume of consumer requests for any reason, our business could be adversely affected. We have incurred significant operating losses in the past and we may not be able to generate sufficient revenue to be profitable over the long term.
If our online advertisements are not able to reach certain consumers due to consumers' use of ad-blocking software or other ad-blocking capabilities, our business could suffer. Any required changes in targeting and other related consumer acquisition practices and techniques, such as the upcoming deprecation of third-party cookies, could impair our ability to acquire consumers efficiently and our business could suffer.
If our online advertisements are not able to reach certain consumers due to consumers' use of ad-blocking software or other ad-blocking capabilities, our business could suffer. Any required changes in targeting and other related consumer acquisition practices and techniques could impair our ability to acquire consumers efficiently and our business could suffer.
The contract asset at December 31, 2024 for business loan renewals is $15.3 million. Any changes in future renewals or changes in the assumptions supporting the contract asset could have a material impact on our results of operations.
The contract asset at December 31, 2025 for business loan renewals is $28.0 million. Any changes in future renewals or changes in the assumptions supporting the contract asset could have a material impact on our results of operations.
We are dependent on the use of technology systems like our Spring platform as well as backend systems to support our strategic objectives. Implementation and integration of complex systems and technology present significant challenges in terms of costs, human resources, and development of effective internal controls.
We are dependent on the use of technology systems that support our logged-in consumer experience as well as backend systems to support our strategic objectives. Implementation and integration of complex systems and technology present significant challenges in terms of costs, human resources, and development of effective internal controls.
Some state authorities have also asserted enforcement rights. 21 Table of Contents The applicability of referral fee and fee sharing prohibitions to lenders and real estate providers, including online networks, may have the effect of reducing the types and amounts of fees that may be charged or paid in connection with real estate-secured loan offerings or activities, including mortgage brokerage, lending and real estate brokerage services, or otherwise limiting our and our Network Partners' ability to conduct marketing and referral activities.
The applicability of referral-fee and fee-sharing prohibitions to lenders and real estate providers, including online networks, may have the effect of reducing the types and amounts of fees that may be charged or paid in connection with real estate-secured loan offerings or activities, including mortgage brokerage, lending and real estate brokerage services, or otherwise limiting our and our Network Partners' ability to conduct marketing and referral activities.
We believe our success has depended, continues to depend and in the future will depend on the efforts and talents of our management team and our highly skilled employees and workers, including our software engineers, analysts, marketing professionals and sales staff. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees.
We believe our success has depended, continues to depend and in the future will depend on the efforts and talents of our management team and our highly skilled employees and workers, including our software engineers, analysts, marketing professionals and sales staff.
Any changes in enacted tax laws, rules or regulatory or judicial interpretations (including any attempt to tax online services such as those offered by us); any adverse outcome in connection with tax audits in any jurisdiction; or any change in the pronouncements relating to accounting for income taxes could materially and adversely impact our effective tax rate, tax payments, financial condition and results of operations. 24 Table of Contents Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
Any changes in enacted tax laws, rules or regulatory or judicial interpretations (including any attempt to tax online services such as those offered by us); any adverse outcome in connection with tax audits in any jurisdiction; or any change in the pronouncements relating to accounting for income taxes could materially and adversely impact our effective tax rate, tax payments, financial condition and results of operations.
Our Credit Facility and 2024 Term Loan (as defined herein) contain financial covenants and other restrictions on our actions and they could therefore limit our operational flexibility or otherwise adversely affect our financial condition. Failure to comply with the terms of any such facilities could impair our rights to the assets that have been pledged as collateral under the facilities.
Our 2025 Credit Facility (as defined herein) contains financial covenants and other restrictions on our actions and it could therefore limit our operational flexibility or otherwise adversely affect our financial condition. Failure to comply with the terms of this facility could impair our rights to the assets that have been pledged as collateral under the facility.
For example, laws in all 50 U.S. states require businesses to provide notice to consumers whose personal information has been disclosed as a result of a data breach. These laws are not consistent and compliance in the event of a widespread data breach is difficult and costly.
For example, laws in all 50 states require businesses to provide notice to consumers whose personal information has been disclosed as a result of a data breach. These laws are not consistent and compliance in the event of a widespread data breach is difficult and costly. Moreover, states have been frequently amending existing laws, requiring attention to changing regulatory requirements.
Any inability to adequately address data privacy or security-related concerns, even if unfounded, or to comply with applicable laws, regulations, standards and other obligations relating to data privacy and security, could result in additional cost and liability to us, harm our reputation and brand, damage our relationships with consumers and have a material and adverse impact on our business, financial condition and results of operations. 23 Table of Contents We make public statements about our use and disclosure of personal information through our privacy policies, information provided on our website and press statements.
Any inability to adequately address data privacy or security-related concerns, even if unfounded, or to comply with applicable laws, regulations, standards and other obligations relating to data privacy and security, could result in additional cost and liability to us, harm our reputation and brand, damage our relationships with consumers and have a material and adverse impact on our business, financial condition and results of operations.
If these providers do not provide consumers with competitive levels of convenience, customer service, price and responsiveness, the value of our various brands may be harmed, the ability of our businesses to attract consumers to our websites may be limited and the number of consumers matched through our marketplaces may decline, which could have a material and adverse effect on our business, financial condition and results of operations.
If these providers do not provide consumers with competitive levels of convenience, customer service, price and responsiveness, the value of our various brands may be harmed, the ability of our businesses to attract consumers to our websites may be limited and the number of consumers matched through our marketplaces may decline, which could have a material and adverse effect on our business, financial condition and results of operations. 17 Table of Contents A significant portion of our total revenue is derived from one Network Partner and our results of operations could be adversely affected if we lose significant business from this Network Partner.
These laws generally regulate the manner in which lending and lending-related activities, as well as insurance brokerage activities, are marketed or made available, including advertising and other consumer disclosures, payments for services and record keeping requirements.
These laws generally regulate the manner in which lending and lending-related activities, as well as insurance brokerage activities, are marketed or made available, including advertising and other consumer disclosures, payments for services and record-keeping requirements. These laws include RESPA, the Fair Credit Reporting Act, the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Housing Act and various state laws.
See Note 14—Debt, in the notes to the consolidated financial statements included elsewhere in this Annual Report. The declaration, payment and amount of future cash dividends, if any, will be at the discretion of our board of directors.
In addition, the 2025 Credit Facility contains certain restrictions on our ability to pay dividends. See Note 13—Debt, in the notes to the consolidated financial statements included elsewhere in this Annual Report. The declaration, payment and amount of future cash dividends, if any, will be at the discretion of our board of directors.
Although our existing Credit Facility and 2024 Term Loan limit our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and may be amended with the consent of our lenders. Accordingly, under certain circumstances, we may incur substantial additional debt.
Although our existing 2025 Credit Facility limits our ability to incur additional indebtedness, this restriction is subject to a number of qualifications and exceptions and may be amended with the consent of our lenders. Accordingly, under certain circumstances, we may incur substantial additional debt.
Alternatively, if a court were to find our choice of forum provisions contained in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition. 30 Table of Contents We do not intend to pay any cash dividends on our common stock in the foreseeable future.
Alternatively, if a court were to find our choice of forum provisions contained in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.
We may be forced to expend significant resources to remain competitive with current and potential competitors. If any of our competitors are more successful than we are at attracting and retaining customers or Network Partners, our business, financial condition and results of operations could be materially and adversely affected.
If any of our competitors are more successful than we are at attracting and retaining customers or Network Partners, our business, financial condition and results of operations could be materially and adversely affected.
We may be required to record a significant charge in our consolidated financial statements during a period in which any impairment of our goodwill or indefinite-lived intangible assets is determined, negatively impacting our results of operations. If the fair value of our equity investments decrease, we will be required to record a significant charge to earnings.
We may be required to record a significant charge in our consolidated financial statements during a period in which any impairment of our goodwill or indefinite-lived intangible assets is determined, negatively impacting our results of operations. Charges to earnings resulting from acquisitions may adversely affect our operating results.
If our credit card product is impacted by the risks described above, then our results of operations and future growth prospects could be materially and adversely affected.
If the QuoteWizard business is impacted by the risks described above, then our results of operations and future growth prospects could be materially and adversely affected. Our personal loan product is a key product within our Consumer segment.
In addition, if our practices are not consistent, or viewed as not consistent, with legal and regulatory requirements, including changes in laws, regulations and standards or new interpretations or applications of existing laws, regulations and standards, we may also become subject to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, or severe criminal or civil sanctions, all of which may affect our financial condition, operating results and our reputation.
In addition, if our practices are not consistent, or viewed as not consistent, with legal and regulatory requirements, including changes in laws, regulations and standards or new interpretations or applications of existing laws, regulations and standards, we may also become subject to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, or severe criminal or civil sanctions, all of which may affect our financial condition, operating results and our reputation. 23 Table of Contents Failure to obtain proper business licenses or other documentation or to otherwise comply with local laws and requirements regarding marketing, sales or services, may result in civil or criminal penalties and restrictions on our ability to conduct business in that jurisdiction.
Despite our current efforts, we cannot ensure that we will be able to retain the services of any members of our senior management or other key employees.
Our board of directors also appointed Mr. Peyree to the board of directors to fill the vacancy resulting from Mr. Lebda’s passing. Despite our current efforts, we cannot ensure that we will be able to retain the services of any members of our senior management or other key employees.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe steps we take to reduce our vulnerability to cyberattacks and to mitigate impacts from cybersecurity incidents include but are not limited to: establishing information security policies and standards, implementing information protection processes and technologies, monitoring our information technology systems for cybersecurity threats, assessing cybersecurity risk profiles of key third-parties, engaging third party experts and implementing cybersecurity training for our employees.
Biggest changeThe steps we take to reduce our vulnerability to cyberattacks and to mitigate impacts from cybersecurity incidents include but are not limited to: establishing information security policies and standards, implementing information protection processes and technologies, monitoring our information technology systems for cybersecurity threats, assessing cybersecurity risk profiles of key third-parties, engaging third party 32 Table of Contents experts and implementing cybersecurity training for our employees.
The CISO reports to our Chief Executive Officer (“CEO”) and provides updates to him on a regular basis of any cybersecurity matters. 33 Table of Contents Our board of directors oversees the management of our risks from cybersecurity threats. The board of directors has delegated the responsibility for the oversight of our cybersecurity risks program to the Audit Committee.
The CISO reports to our Chief Executive Officer (“CEO”) and provides updates to him on a regular basis of any cybersecurity matters. Our board of directors oversees the management of our risks from cybersecurity threats. The board of directors has delegated the responsibility for the oversight of our cybersecurity risks program to the Audit Committee.
Although we did not experience a material cybersecurity incident during the year ended December 31, 2024, the scope and impact of any future incident cannot be predicted.
Although we did not experience a material cybersecurity incident during the year ended December 31, 2025, the scope and impact of any future incident cannot be predicted.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. Properties Our principal executive offices are located on approximately 161,000 square feet of office space in Charlotte, North Carolina under a lease that expires in 2036. We also operate offices in: Denver, Colorado; Seattle, Washington; Ahmedabad, India; and Hyderabad, India. Our Charlotte operations support all three of our segments: Home, Consumer and Insurance.
Biggest changeITEM 2. Properties Our principal executive offices are located on approximately 129,000 square feet of office space in Charlotte, North Carolina under a lease that expires in 2036. We also operate offices in: Denver, Colorado; Seattle, Washington; Ahmedabad, India; and Hyderabad, India. Our Charlotte operations support all three of our segments: Home, Consumer and Insurance.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOn or about October 29, 2019, Joseph Mantha filed a class action lawsuit against QuoteWizard.com, LLC alleging claims in violation of the Telephone Consumer Protection Act. On August 16, 2024, the U.S. District Court of Massachusetts granted the plaintiff’s 34 Table of Contents motion to certify a class. Mediation in November 2024 was not successful.
Biggest changeOn or about October 29, 2019, Joseph Mantha filed a class action lawsuit against QuoteWizard.com, LLC alleging claims in violation of the Telephone Consumer Protection Act. On August 16, 2024, the U.S. District Court of Massachusetts granted the plaintiff’s motion to certify a class.
See Note 16 — Contingencies in the notes to the consolidated financial statements included elsewhere in this report for a discussion of our current and recently settled litigation. ITEM 4. Mine Safety Disclosures Not applicable. 35 Table of Contents PART II
See Note 15 — Contingencies in the notes to the consolidated financial statements included elsewhere in this report for a discussion of our current and recently settled litigation. ITEM 4. Mine Safety Disclosures Not applicable. 33 Table of Contents PART II
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The Company participated in a mediation in April 2025 and reached a preliminary agreement on the terms of settlement. The settlement was approved by the court on September 29, 2025, and the matter was dismissed with prejudice.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCustomers can track the progress of their financial health over time based on actions they have taken, see recommended credit score improvement actions, and loans or other products offered by LendingTree. We are focused on developing new product offerings and enhancements to improve the experience of consumers and Network Partners as they interact with us.
Biggest changeWe are focused on developing new product offerings and enhancements to improve the experience of consumers and Network Partners as they interact with us. By expanding our portfolio of financial services offerings, we are growing and diversifying our business and sources of revenue.
During 2024, the challenging interest rate environment and inflationary pressures have continued to present challenges for many of our mortgage lending partners. In our Home segment, mortgage rates remained relatively consistent in 2024, with the annual average mortgage rate in 2024 of 6.7% compared to 6.8% in 2023.
During 2024, the challenging interest rate environment and inflationary pressures continued to present challenges for many of our mortgage lending partners. In our Home segment, mortgage rates remained relatively consistent in 2024, with the annual average mortgage rate in 2024 of 6.7% compared to 6.8% in 2023.
Returns over the indicated periods should not be considered indicative of future stock prices or stockholder returns. 36 Table of Contents Recent Sales of Unregistered Securities Pursuant to Mr. Lebda’s employment agreement, in lieu of receiving cash payment in respect of Mr. Lebda’s base salary, Mr. Lebda elected to receive a portion of his 2024 base salary in Company stock.
Returns over the indicated periods should not be considered indicative of future stock prices or stockholder returns. 34 Table of Contents Recent Sales of Unregistered Securities Pursuant to Mr. Lebda’s employment agreement, in lieu of receiving cash payment in respect of Mr. Lebda’s base salary, Mr. Lebda elected to receive a portion of his 2024 base salary in Company stock.
Our online consumer platform provides consumers with access to product offerings from our Network Partners, including mortgage loans, home equity loans and lines of credit, auto loans, credit cards, deposit accounts, personal loans, small business loans, insurance quotes, sales of insurance policies and other related offerings.
Our online consumer platform provides consumers with access to product offerings from our Network Partners, including mortgage loans, home equity loans and lines of credit, auto loans, credit cards, deposit accounts, personal loans, small business loans, insurance quotes and other related offerings.
Economic Conditions We continue to monitor the current global economic environment, specifically inflationary pressures and interest rates, and any resulting impacts on our financial position and results of operations. During 2023, the challenging interest rate environment and inflationary pressures continued to present challenges for many of our mortgage, consumer and insurance partners.
Economic Conditions We continue to monitor the current global economic environment, specifically inflationary pressures and interest rates, and any resulting impacts on our financial position and results of operations. During 2023, the challenging interest rate environment and inflationary pressures presented challenges for many of our mortgage, consumer and insurance partners.
Set forth below is a line graph, for the period from December 31, 2019 through December 31, 2024, comparing the cumulative total stockholder return of $100 invested (assuming that all dividends were reinvested) in (1) our common stock, (2) the cumulative return of all companies listed on the Nasdaq Composite Index and (3) the cumulative total return of the Research Development Group (“RDG”) Internet index.
Set forth below is a line graph, for the period from December 31, 2020 through December 31, 2025, comparing the cumulative total stockholder return of $100 invested (assuming that all dividends were reinvested) in (1) our common stock, (2) the cumulative return of all companies listed on the Nasdaq Composite Index and (3) the cumulative total return of the Research Development Group (“RDG”) Internet index.
Additionally, we incurred $2.1 million in severance charges in 2023 in connection with cash expenditures for employee separation costs. We acquired Ovation in 2018 to better serve those customers who come to 41 Table of Contents LendingTree and receive suboptimal offers of credit.
Additionally, we incurred $2.1 million in severance charges in 2023 in connection with cash expenditures for employee separation costs. We acquired Ovation in 2018 to better serve those customers who come to LendingTree and receive suboptimal offers of credit.
(2) See the narrative disclosure above the table for further description of our publicly announced stock repurchase program. ITEM 6. [Reserved] 37 Table of Contents ITEM 7.
(2) See the narrative disclosure above the table for further description of our publicly announced stock repurchase program. ITEM 6. [Reserved] 35 Table of Contents ITEM 7.
The following table provides information about the Company's purchases of equity securities during the quarter ended December 31, 2024.
The following table provides information about the Company's purchases of equity securities during the quarter ended December 31, 2025.
During the year ended December 31, 2024, the Company agreed to issue and Mr. Lebda agreed to accept 7,193 shares of the Company’s common stock. This amount represents the net (after tax withholding) amount of Mr. Lebda’s salary during a portion of the year ended December 31, 2024.
During the year ended December 31, 2025, the Company agreed to issue and Mr. Lebda agreed to accept 421 shares of the Company’s common stock. This amount represents the net (after tax withholding) amount of Mr. Lebda’s salary during a portion of the year ended December 31, 2024.
We have used available cash to finance these repurchases. We will determine the timing and amount of any additional repurchases based on our evaluation of market conditions, applicable SEC guidelines and regulations, and other factors. This program may be suspended or discontinued at any time at the discretion of our board of directors. Our 2024 Term Loan limits stock repurchases.
We have used available cash to finance these repurchases. We will determine the timing and amount of any additional repurchases based on our evaluation of market conditions, applicable SEC guidelines and regulations, and other factors. This program may be suspended or discontinued at any time at the discretion of our board of directors. Our 2025 Credit Facility limits stock repurchases.
During the quarter ended December 31, 2024, 2,601 shares were purchased related to these obligations under the LendingTree 2023 Stock Plan. The withholding of those shares does not affect the dollar amount or number of shares that may be purchased under the stock repurchase program described above.
During the quarter ended December 31, 2025, 4,765 shares were purchased related to these obligations under the LendingTree 2023 Stock Plan. The withholding of those shares does not affect the dollar amount or number of shares that may be purchased under the stock repurchase program described above.
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities General Market Information, Holders and Dividends Our common stock has been listed on the Nasdaq Global Select Market under the ticker symbol “TREE” since August 2008. As of February 28, 2025, there were approximately 438 holders of record of our common stock.
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities General Market Information, Holders and Dividends Our common stock has been listed on the Nasdaq Global Select Market under the ticker symbol “TREE” since August 2008. As of March 6, 2026, there were approximately 397 holders of record of our common stock.
During the quarter ended December 31, 2024, no shares of common stock were repurchased under the stock repurchase program. As of December 31, 2024 and February 28, 2025, approximately $96.7 million is authorized for future share repurchases.
During the quarter ended December 31, 2025, no shares of common stock were repurchased under the stock repurchase program. As of December 31, 2025 and March 6, 2026, approximately $96.7 million is authorized for future share repurchases.
During 2024, 30-year mortgage interest rates remained relatively consistent, starting the year at a monthly average of 6.64% in January 2024 and ending at a monthly average of 6.72% in December 2024, with monthly high of 7.06% in May and a monthly low of 6.18% in September 2024.
During 2023, 30-year mortgage interest rates reached a high of 7.62% in October. During 2024, 30-year mortgage interest rates remained relatively consistent, starting the year at a monthly average of 6.64% in January 2024 and ending at a monthly average of 6.72% in December 2024.
However, these rates are more than doubled compared to the low annual average mortgage rates seen in 2021. The increased mortgage rates continue to cause reduced refinance volumes and continue to put pressure on purchase activity. Additionally, the restrictive lending conditions continue to 38 Table of Contents pressure our Consumer segment.
However, these rates are more than doubled compared to the low annual average mortgage rates seen in 2021. The increased mortgage rates continued to cause reduced refinance volumes and continued to put pressure on purchase activity. Additionally, the restrictive lending conditions continued to pressure our Consumer segment. In our Insurance segment, demand from our carrier partners increased significantly in 2024.
Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) 10/1/24 - 10/31/24 741 $ 51.99 — $ 96,655 11/1/24 - 11/30/24 1,610 $ 45.15 — $ 96,655 12/1/24 - 12/31/24 250 $ 39.07 — $ 96,655 Total 2,601 $ 46.51 — $ 96,655 (1) During October 2024, November 2024, and December 2024, 741 shares, 1,610 shares, and 250 shares, respectively (totaling 2,601 shares), were purchased to satisfy federal and state withholding obligations of our employees upon the settlement of restricted stock units and restricted stock awards, all in accordance with our 2023 Stock Plan and 2023 Inducement Grant Plan, as described above.
Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) 10/1/25 - 10/31/25 2,144 $ 61.18 — $ 96,655 11/1/25 - 11/30/25 1,983 $ 57.40 — $ 96,655 12/1/25 - 12/31/25 638 $ 44.33 — $ 96,655 Total 4,765 $ 57.35 — $ 96,655 (1) During October 2025, November 2025, and December 2025, 2,144 shares, 1,983 shares, and 638 shares, respectively (totaling 4,765 shares), were purchased to satisfy federal and state withholding obligations of our employees upon the settlement of restricted stock units, all in accordance with our 2023 Stock Plan and 2023 Inducement Grant Plan, as described above.
On a full-year basis, 30-year mortgage interest rates decreased to an average of 6.72% in 2024 compared to 6.80% in 2023, and increased from 5.33% in 2022. 39 Table of Contents Typically, as mortgage interest rates rise, there are fewer consumers in the marketplace seeking refinancings and, accordingly, the mix of mortgage origination dollars will move toward purchase mortgages.
On a full-year basis, 30-year mortgage interest rates have been in a narrow range with an average of 6.60% in 2025, 6.72% in 2024, and 6.80% in 2023. 37 Table of Contents Typically, as mortgage interest rates rise, there are fewer consumers in the marketplace seeking refinancings and, accordingly, the mix of mortgage origination dollars will move toward purchase mortgages.
Typically, when interest rates decline, we see increased consumer demand for mortgage refinancings, which in turn leads to increased traffic to our website and decreased selling and marketing efforts associated with that traffic.
Consumer demand, in turn, affects lender demand for mortgage leads from third-party sources, as well as our own ability to attract online consumers to our website. Typically, when interest rates decline, we see increased consumer demand for mortgage refinancings, which in turn leads to increased traffic to our website and decreased selling and marketing efforts associated with that traffic.
By expanding our portfolio of financial services offerings, we are growing and diversifying our business and sources of revenue. We intend to capitalize on our expertise in performance marketing, product development and technology by leveraging the widespread recognition of the LendingTree brand.
We intend to capitalize on our expertise in performance marketing, product development and technology by leveraging the widespread recognition of the LendingTree brand.
Typically, a strong real estate market will lead to reduced lender demand for leads, as there are more consumers in the marketplace seeking financing and, accordingly, lenders receive more organic lead volume. Conversely, a weaker real estate market will typically lead to an increase in lender demand as there are fewer consumers in the marketplace seeking mortgages.
Consumer demand, in turn, affects lender demand for purchase mortgage leads from third-party sources. Typically, a strong real estate market will lead to reduced lender demand for leads, as there are more consumers in the marketplace seeking financing and, accordingly, lenders receive more organic lead volume.
We also serve as a valued partner to lenders and other providers seeking an efficient, scalable and flexible source of customer acquisition with directly measurable benefits, by matching the consumer inquiries we generate with these Network Partners. Our Spring platform offers a personalized comparison-shopping experience, financial health advice and credit simulations by providing free credit scores and credit score analysis.
We also serve as a valued partner to lenders and other providers seeking an efficient, scalable and flexible source of customer acquisition with directly measurable benefits, by matching the consumer inquiries we generate with these Network Partners.
In Segment Profit, we provide a discussion of the business within each segment, addressing both Company and market impacts on the profitability of each segment in addition to a discussion of segment margin. 42 Table of Contents For information on fiscal 2022 results and similar comparisons, see
It is impacted by segment revenues as well as segment cost of revenue and marketing expenses. In Segment Profit, we provide a discussion of the business within each segment, addressing both Company and market impacts on the profitability of each segment in addition to a discussion of segment margin. For information on fiscal 2023 results and similar comparisons, see
We also provide insight into how changes in price and volume in each significant product impacted product revenue. Our Segment Profit is a discussion of profitability within each segment of the business. It is impacted by segment revenues as well as segment cost of revenue and marketing expenses.
In this section, we describe overall changes in revenue in our segments and significant products within each segment and increases or decreases in revenue from the prior period. We also provide insight into how changes in price and volume in each significant product impacted product revenue. Our Segment Profit is a discussion of profitability within each segment of the business.
The new “one-to-one consent” rule was scheduled to take effect on January 27, 2025. However, on January 24, 2025, in Insurance Marketing Coalition Limited. v. Federal Communications Commission, the United States Court of Appeals for the Eleventh Circuit ruled that the “one-to-one consent” requirement was improper, preventing its implementation.
The new “one-to-one consent” rule was scheduled to take effect on January 27, 2025. However, on January 24, 2025, in Insurance Marketing Coalition Limited. v.
According to Mortgage Bankers Association (“MBA”) data, total refinance origination dollars of total mortgage origination dollars decreased to 15% in 2023 from 30% of total 2022 mortgage origination dollars from refinance due to the increase in average mortgage rates.
According to Mortgage Bankers Association (“MBA”) data, total refinance origination dollars of total mortgage origination dollars increased to 34% in 2025 from 21% in 2024 and 15% in 2023 due to the slight easing in average mortgage rates. Total refinance origination dollars increased by 99% in 2025 over 2024 and increased 59% in 2024 over 2023.
For more information, see Note 14—Debt, in the notes to the consolidated financial statements included elsewhere in this report. Cost Reductions and Simplification of Business On March 24, 2023, we committed to a workforce reduction plan (the “Reduction Plan”), to reduce operating costs, which included the elimination of approximately 13% of the Company’s workforce.
Cost Reductions and Simplification of Business On March 24, 2023, we committed to a workforce reduction plan (the “Reduction Plan”), to reduce operating costs, which included the elimination of approximately 13% of the Company’s workforce. As a result of the Reduction Plan, we incurred approximately $5.3 million in severance charges in connection with the workforce reduction.
As a result of the Reduction Plan, we incurred approximately $5.3 million in severance charges in connection with the workforce reduction. Part of this Reduction Plan included the shut down of our LendingTree customer call center as well as our Medicare insurance agency operations within QuoteWizard.
Part of this Reduction Plan included the shutdown of our LendingTree customer call center as well as our Medicare insurance agency operations within QuoteWizard.
Short-term fluctuations in mortgage interest rates primarily affect consumer demand for mortgage refinancings, while long-term fluctuations in mortgage interest rates, coupled with the U.S. real estate market, affect consumer demand for new mortgages. Consumer demand, in turn, affects lender demand for mortgage leads from third-party sources, as well as our own ability to attract online consumers to our website.
Recent Mortgage Interest Rate Trends Interest rate and market risks are substantial in the mortgage lead generation business. Short-term fluctuations in mortgage interest rates primarily affect consumer demand for mortgage refinancings, while long-term fluctuations in mortgage interest rates, coupled with the U.S. real estate market, affect consumer demand for new mortgages.
Total refinance original dollars increased to 28% of total mortgage origination dollars in 2024 due to the decrease in average mortgage interest rates. Total refinance origination dollars decreased by 68% in 2023 over 2022 and increased 124% in 2024 over 2023. Industry-wide mortgage origination dollars decreased by 37% in 2023 over 2022 and increased 22% in 2024 over 2023.
Industry-wide mortgage origination dollars increased by 22% in 2025 over 2024 and increased 16% in 2024 over 2023. Looking forward, the MBA is projecting 30-year mortgage interest rates to decrease slightly in 2026 to an average of 6.1%.
Looking forward, the MBA is projecting 30-year mortgage interest rates to decrease slightly in 2025 to an average of 6.5%. According to MBA projections, the mix of mortgage origination dollars is expected to remain primarily with purchase mortgages with the refinance share representing just 31% for 2025. The U.S.
According to MBA projections, the mix of mortgage origination dollars is expected to remain primarily with purchase mortgages with the refinance share representing just 34% for 2026. The U.S. Real Estate Market The health of the U.S. real estate market and interest rate levels are the primary drivers of consumer demand for new mortgages.
During 2023, 30-year mortgage interest rates steadily increased from a monthly average of 6.27% in January 2023 to a high of 7.62% in October 2023 prior to decreasing at the end of the year, ending at a monthly average of 6.82% in December 2023.
During 2025, 30-year mortgage interest rates started the year at a monthly average of 6.96% in January 2025 and ended at a monthly average rate of 6.19% in December 2025.
In our Insurance segment, demand from our carrier partners increased significantly in 2024 and we are optimistic about maintaining the strong performance in the Insurance segment as we head into 2025. Segment Reporting We have three reportable segments: Home, Consumer, and Insurance. Recent Mortgage Interest Rate Trends Interest rate and market risks are substantial in the mortgage lead generation business.
In our 36 Table of Contents Insurance segment, carriers are broadly experiencing strong automotive underwriting results following multiple quarters of premium increases and stable loss cost trends. We are optimistic about maintaining the strong performance in the Insurance segment as we head into 2026. Segment Reporting We have three reportable segments: Home, Consumer, and Insurance.
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This authenticated, and secure platform enables us to monitor consumers' credit profiles, identify and alert them to changes in their financial health, and to recommend loans and other offerings on our marketplace that may be more favorable than the terms they may have at a given point in time.
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During 2025, we continue to see high interest rates, inflationary pressures and low existing home sales negatively impacting our mortgage lending partners. In our Home segment, mortgage rates remained relatively consistent in 2025, with the annual average mortgage rate in 2025 of 6.6% compared to 6.7% in 2024, but remain significantly increased compared to the low rates seen in 2021.
Removed
Real Estate Market The health of the U.S. real estate market and interest rate levels are the primary drivers of consumer demand for new mortgages. Consumer demand, in turn, affects lender demand for purchase mortgage leads from third-party sources.
Added
A shortage of in-the-money refinance borrowers persists given the current higher level of mortgage rates, and historically low existing home sales are suppressing consumer demand for purchase loans. Our Consumer segment has benefited from the recent Federal Reserve rate decreases, and our lenders are generally broadening in credit appetite.
Removed
According to Fannie Mae data, in 2022, existing home sales decreased by 17% compared to 2021 due to increased interest rates and limited inventory of homes. This trend continued into 2023 with existing home sales decreasing 19% compared to 2022 and decreased a further 1% in 2024 from 2023.
Added
Conversely, a weaker real estate market will typically lead to an increase in lender demand as there are fewer consumers in the marketplace seeking mortgages. According to Fannie Mae data, existing home sales decreased 19% in 2023 compared to 2022 and decreased a further 1% in 2024 from 2023. Existing home sales were flat in 2025.
Removed
Fannie Mae expects a 3% increase in existing home sales in 2025 compared to 2024. LendingTree Spring We consider certain metrics related to Spring set forth below to help us evaluate our business and growth trends and assess operational efficiencies.
Added
Fannie Mae expects a 7% increase in existing home sales in 2026 compared to 2025. 38 Table of Contents Convertible Note Maturity On July 15, 2025, we repaid the $95.3 million outstanding principal amount of our 0.50% Convertible Senior Notes ("2025 Notes") upon maturity in cash plus $0.2 million of accrued interest.
Removed
We believe our Spring platform drives repeat user engagement resulting in lower acquisition costs and 40 Table of Contents increases consumer lifetime value. The calculation of the metrics discussed below may differ from other similarly titled metrics used by other companies, securities analysts or investors.
Added
Upon this repayment, the 2025 Notes were extinguished and repaid in full, and we have no further obligations with respect to the 2025 Notes.
Removed
We continued to grow our user base and added 3.1 million new users in 2024, bringing cumulative active users to 31.3 million as of December 31, 2024. We calculate the number of Spring users at a period end as the number of users that had an active account at any point during the quarter that includes the period end date.
Added
New Credit Facility and Refinancing On August 21, 2025, we entered into a $475.0 million first lien term loan facility (the "2025 Facility") consisting of a $75 million revolving credit facility (the "2025 Revolving Facility") and a $400.0 million term loan facility (the "2025 Term Loan"), both with maturities of August 21, 2030.
Removed
Users that deactivated their accounts prior to the most recent quarter are no longer considered in the user base at the end of the most recent quarter. We attribute approximately $23.1 million of revenue, or 3% of total revenue, for the year ended December 31, 2024 to registered Spring users who initiated their transaction from the Spring platform.
Added
Proceeds from the 2025 Facility were used to refinance the Credit Agreement (as defined herein) and 2024 Term Loan (as defined herein) and for working capital and general corporate purposes. For more information, see Note 13—Debt, in the notes to the consolidated financial statements included elsewhere in this report.
Removed
During 2024, approximately 0.9 million Spring users initiated a transaction from the Spring platform that contributed to revenue.
Added
Federal Communications Commission, the United States Court of Appeals for the Eleventh Circuit ruled that the “one-to-one consent” requirement was improper, preventing its implementation. 39 Table of Contents Results of Operations for the Years ended December 31, 2025 and 2024 Our discussion within Revenue provides the details of consolidated revenue by segment and significant products.
Removed
Convertible Senior Notes and Hedge and Warrant Transactions On July 24, 2020, we issued $575.0 million aggregate principal amount of our 0.50% Convertible Senior Notes due July 15, 2025 (the "2025 Notes") and, in connection therewith, entered into Convertible Note Hedge and Warrant transactions with respect to our common stock.
Removed
On May 31, 2017, we issued $300.0 million aggregate principal amount of our 0.625% Convertible Senior Notes due June 1, 2022 and, in connection therewith, entered into Convertible Note Hedge and Warrant transactions with respect to our common stock.
Removed
On July 24, 2020, a portion of the net proceeds from the issuance of the 2025 Notes was used to repurchase approximately $130.3 million principal amount of the 2022 Notes.
Removed
A portion of the call spread transactions associated with the 2022 Notes was also terminated on July 24, 2020 in notional amounts corresponding to the principal amount of the 2022 Notes repurchased. On May 31, 2022, we drew $250.0 million on the Term Loan Facility.
Removed
A portion of this was used to pay the outstanding balance of $169.7 million and interest on our 0.625% Convertible Senior Notes that matured on June 1, 2022. The remaining call spread transactions associated with the 2022 Notes terminated in 2022.
Removed
In the second quarter of 2024, we repurchased approximately $161.3 million in principal amount of the 2025 Notes for $151.7 million plus accrued and unpaid interest of approximately $0.3 million. In the third quarter of 2024, we repurchased approximately $7.6 million in principal amount of the 2025 Notes for $7.2 million.
Removed
In 2024, we recognized a gain on the extinguishment of debt of $10.1 million and a loss on the write-off of unamortized debt issuance costs of $1.1 million, both of which are included in interest (expense) income, net in the consolidated statements of operations and comprehensive income.
Removed
In the first quarter of 2023, we repurchased approximately $190.6 million in principal amount of our 2025 Notes, through separate transactions with certain holders of the 2025 Notes, for $156.3 million plus accrued and unpaid interest of approximately $0.1 million.
Removed
In the fourth quarter of 2023, we repurchased approximately $100.2 million in principal amount of our 2025 Notes, through separate transactions with certain holders of the 2025 Notes, for $81.2 million plus accrued and unpaid interest of approximately $0.2 million.
Removed
In 2023, we recognized a gain on the extinguishment of debt of $53.3 million, a loss on the write-off of unamortized debt issuance costs of $3.2 million and incurred debt repayment costs of $1.6 million, all of which are included in interest income/expense, net in the consolidated statement of operations and comprehensive income.
Removed
Results of Operations for the Years ended December 31, 2024 and 2023 Our discussion within Revenue provides the details of consolidated revenue by segment and significant products. In this section, we describe overall changes in revenue in our segments and significant products within each segment and increases or decreases in revenue from the prior period.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

72 edited+19 added−48 removed33 unchanged
Biggest changeYear Ended December 31, 2024 vs. 2023 2024 2023 $ Change % Change (Dollars in thousands) Home $ 128,854 $ 143,753 $ (14,899) (10) % Consumer 222,462 278,945 (56,483) (20) % Insurance 548,704 249,605 299,099 120 % Other 199 199 — — % Revenue 900,219 672,502 227,717 34 % Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) 36,072 38,758 (2,686) (7) % Selling and marketing expense 635,963 433,588 202,375 47 % General and administrative expense 108,705 117,700 (8,995) (8) % Product development 46,358 47,197 (839) (2) % Depreciation 18,300 19,070 (770) (4) % Amortization of intangibles 5,889 7,694 (1,805) (23) % Goodwill impairment — 38,600 (38,600) (100) % Restructuring and severance 508 10,118 (9,610) (95) % Litigation settlements and contingencies 3,797 388 3,409 879 % Total costs and expenses 855,592 713,113 142,479 20 % Operating income (loss) 44,627 (40,611) 85,238 210 % Other (expense) income, net: Interest (expense) income, net (27,849) 21,685 (49,534) (228) % Other (expense) income (54,162) (105,993) 51,831 49 % Loss before income taxes (37,384) (124,919) 87,535 70 % Income tax (expense) benefit (4,320) 2,515 (6,835) (272) % Net loss and comprehensive loss $ (41,704) $ (122,404) $ 80,700 66 % Revenue Revenue increased in 2024 compared to 2023 due to an increase in our Insurance segment, partially offset by decreases in our Home and Consumer segments.
Biggest changeYear Ended December 31, 2025 vs. 2024 2025 2024 $ Change % Change (Dollars in thousands) Home $ 151,764 $ 128,854 $ 22,910 18 % Consumer 253,370 222,462 30,908 14 % Insurance 711,880 548,704 163,176 30 % Other 310 199 111 56 % Revenue 1,117,324 900,219 217,105 24 % Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) 42,525 36,072 6,453 18 % Selling and marketing expense 812,904 635,963 176,941 28 % General and administrative expense 112,888 108,705 4,183 4 % Product development 45,251 46,358 (1,107) (2) % Depreciation 16,459 18,300 (1,841) (10) % Amortization of intangibles 5,190 5,889 (699) (12) % Restructuring and severance 1,633 508 1,125 221 % Litigation settlements and contingencies 15,661 3,797 11,864 312 % Total costs and expenses 1,052,511 855,592 196,919 23 % Operating income 64,813 44,627 20,186 45 % Other (expense) income, net: Interest (expense) income, net (46,787) (27,849) 18,938 68 % Other income (expense) 2,998 (54,162) (57,160) (106) % Income (loss) before income taxes 21,024 (37,384) 58,408 156 % Income tax benefit (expense) 130,284 (4,320) (134,604) (3,116) % Net income (loss) and comprehensive income (loss) $ 151,308 $ (41,704) $ 193,012 463 % Revenue Revenue increased in 2025 compared to 2024 due to increases in our Insurance, Consumer and Home segments.
Cash Flows from Financing Activities Net cash used in financing activities in 2024 of $56.5 million consisted primarily of the repurchase of the 2025 Notes for $158.8 million, term loan repayments of $12.5 million and $2.2 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the employee stock purchase plan and the exercise of stock options offset by $117.6 million net proceeds from the 2024 Term Loan.
Net cash used in financing activities in 2024 of $56.5 million consisted primarily of the repurchase of the 2025 Notes for $158.8 million, term loan repayments of $12.5 million and $2.2 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the employee stock purchase plan and the exercise of stock options offset by $117.6 million net proceeds from the 2024 Term Loan.
The value of goodwill subject to assessment for impairment at December 31, 2024 is $381.5 million. Recoverability of Long-Lived Assets We review the carrying value of all long-lived assets, primarily property and equipment, definite-lived intangible assets and operating lease right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may be impaired.
The value of goodwill subject to assessment for impairment at December 31, 2025 is $381.5 million. Recoverability of Long-Lived Assets We review the carrying value of all long-lived assets, primarily property and equipment, definite-lived intangible assets and operating lease right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may be impaired.
Income Taxes Estimates of current and deferred income taxes and the significant items giving rise to the deferred assets and liabilities are shown in Note 13—Income Taxes in the notes to the consolidated financial statements included elsewhere in this report and reflect management's assessment of actual future taxes to be paid on items reflected in the consolidated financial statements, giving consideration to both timing and the probability of realization.
Income Taxes Estimates of current and deferred income taxes and the significant items giving rise to the deferred assets and liabilities are shown in Note 12—Income Taxes in the notes to the consolidated financial statements included elsewhere in this report and reflect management's assessment of actual future taxes to be paid on items reflected in the consolidated financial statements, giving consideration to both timing and the probability of realization.
Additionally, if a qualitative assessment identifies impairment indicators, then the equity investments must be evaluated for impairment and written down to its fair value, if it is determined that the fair value is less than the carrying value. 54 Table of Contents Any gains or losses are included within other (expense) income in the consolidated statement of operations and comprehensive income.
Additionally, if a qualitative assessment identifies impairment indicators, then the equity investments must be evaluated for impairment and written down to its fair value, if it is determined that the fair value is less than the carrying value. Any gains or losses are included within other (expense) income in the consolidated statement of operations and comprehensive income.
New Accounting Pronouncements See Note 2—Significant Accounting Policies in the notes to the consolidated financial statements included elsewhere in this report for a description of recent accounting pronouncements. 55 Table of Contents
New Accounting Pronouncements See Note 2—Significant Accounting Policies in the notes to the consolidated financial statements included elsewhere in this report for a description of recent accounting pronouncements. 51 Table of Contents
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations for the Years ended December 31, 2023 and 2022 of our Form 10-K for the fiscal year ended December 31, 2023.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations for the Years ended December 31, 2024 and 2023 of our Form 10-K for the fiscal year ended December 31, 2024.
We believe that investors should have access to the same set of tools that we use in analyzing our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP but should not be considered a substitute for or superior to GAAP results.
We believe that investors should have access to the same set of tools that we use in analyzing our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP but should not be considered a substitute for or superior to GAAP 44 Table of Contents results.
We incurred impairment charges of $58.4 million and $114.5 million on our investments in equity securities during 2024 and 2023, respectively. See Note 8—Equity Investments in the notes to the consolidated financial statements included elsewhere in this report for additional information. The carrying value of our equity investments at December 31, 2024 is $1.7 million.
We incurred impairment charges of $1.2 million, $58.4 million and $114.5 million on our investments in equity securities during 2025, 2024 and 2023, respectively. See Note 7—Equity Investments in the notes to the consolidated financial statements included elsewhere in this report for additional information. The carrying value of our equity investments at December 31, 2025 is $0.5 million.
Further, stock options with market conditions, restricted stock awards (“RSAs”) with performance conditions and RSAs with market conditions have been granted to our Chairman and Chief Executive Officer. The value of RSUs is measured at their grant dates as the fair value of common stock and amortized ratably as non-cash compensation expense over the vesting term.
Further, stock options with market conditions, restricted stock awards (“RSAs”) with performance conditions and RSAs with market conditions have been granted to our current or former Chief Executive Officer. The value of RSUs is measured at their grant dates as the fair value of common stock and amortized ratably as non-cash compensation expense over the vesting term.
Critical Accounting Policies and Estimates The following disclosure is provided to supplement the description of our accounting policies contained in Note 2—Significant Accounting Policies in the notes to the consolidated financial statements included elsewhere in this report regarding 52 Table of Contents significant areas of judgment.
Critical Accounting Policies and Estimates The following disclosure is provided to supplement the description of our accounting policies contained in Note 2—Significant Accounting Policies in the notes to the consolidated financial statements included elsewhere in this report regarding significant areas of judgment.
Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Position, Liquidity and Capital Resources of our Form 10-K for the fiscal year ended December 31, 2023. General As of December 31, 2024, we had $106.6 million of cash and cash equivalents, compared to $112.1 million of cash and cash equivalents as of December 31, 2023.
Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Position, Liquidity and Capital Resources of our Form 10-K for the fiscal year ended December 31, 2024. General As of December 31, 2025, we had $81.1 million of cash and cash equivalents, compared to $106.6 million of cash and cash equivalents as of December 31, 2024.
For the periods presented below, there are no adjustments for one-time items. Non-Cash Expenses that are Excluded from Adjusted EBITDA Non-cash compensation expense consists principally of expense associated with grants of restricted stock, restricted stock units and stock options, some of which awards have performance-based vesting conditions.
For the periods presented below, there are no adjustments for one-time items. Non-Cash Expenses that are Excluded from Adjusted EBITDA Non-cash compensation expense consists principally of expense associated with grants of restricted stock, restricted stock units and stock options, some of which awards have performance-based vesting conditions. Non-cash compensation expense also includes expense associated with employee stock purchase plans.
Credit Facilities On September 15, 2021, we entered into a credit agreement (the “Credit Agreement”), consisting of a $200.0 million Revolving Facility (the “Revolving Facility”), which matures on September 15, 2026, and a $250.0 million delayed draw Term Loan Facility (the “2021 Term Loan” and together with the Revolving Facility, the “Credit Facility”), which matures on September 15, 2028.
Credit Facilities On September 15, 2021, we entered into a Credit Agreement (the “Credit Agreement”), consisting of a $200.0 million Revolving Facility (the “Revolving Facility”), which was set to mature on September 15, 2026, and a $250.0 million delayed draw Term Loan Facility (the “2021 Term Loan” and together with the Revolving Facility, the “Credit Facility”), which was set to mature on September 15, 2028.
Our refinance product within our mortgage business matches consumers in the market looking to refinance their existing mortgages with our network lenders. Our purchase product within our mortgage business matches consumers in the market looking to buy a new home with our network lenders. Our mortgage business is directly impacted by the mortgage market in which we participate.
Our purchase product within our mortgage business matches consumers in the market looking to buy a new home with our network lenders. Our mortgage business is directly impacted by the mortgage market in which we participate.
As a result of these repurchases, we recognized a gain on the extinguishment of $10.1 million and a loss on the write-off of unamortized debt issuance costs of $1.1 million, both of which are included in interest (expense) income, net in the consolidated statements of operations and comprehensive income.
As a result of these repurchases, we recognized a gain on the extinguishment of $10.1 million and a loss on the write-off of unamortized debt issuance costs of $1.1 million, both of which are included in interest expense, net in the consolidated statements of operations and comprehensive income. See Note 13—Debt for additional information.
In the third quarter of 2024, we repurchased approximately $7.6 million in principal amount of our 2025 Notes for $7.2 million. In the second quarter of 2024, we repurchased approximately $161.3 million in principal amount of our 2025 Notes for $151.7 million plus accrued and unpaid interest of approximately $0.3 million.
In the third quarter of 2024, we repurchased approximately $7.6 million in principal amount of our 2025 Notes for $7.2 million and in the second quarter of 2024, we repurchased approximately $161.3 million in principal amount of our 2025 Notes for $151.7 million.
We provide and encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures discussed below. 49 Table of Contents Definition of Adjusted EBITDA We report Adjusted EBITDA as net income adjusted to exclude interest, income tax, amortization of intangibles and depreciation, and to further exclude (1) non-cash compensation expense, (2) non-cash impairment charges, (3) gain/loss on disposal of assets, (4) gain/loss on investments (5) restructuring and severance expenses, (6) litigation settlements and contingencies, (7) acquisitions and dispositions income or expense (including with respect to changes in fair value of contingent consideration), (8) contributions to the LendingTree Foundation, (9) dividend income, and (10) one-time items.
Definition of Adjusted EBITDA We report Adjusted EBITDA as net income adjusted to exclude interest, income tax, amortization of intangibles and depreciation, and to further exclude (1) non-cash compensation expense, (2) non-cash impairment charges, (3) gain/loss on disposal of assets, (4) gain/loss on investments (5) restructuring and severance expenses, (6) litigation settlements and contingencies, (7) acquisitions and dispositions income or expense (including with respect to changes in fair value of contingent consideration), (8) contributions to the LendingTree Foundation, (9) dividend income, and (10) one-time items.
The majority of these variable advertising costs are expressly intended to drive traffic to our websites and these variable advertising costs are included in selling and marketing expense on our consolidated statements of operations and comprehensive income (loss).
The majority of these variable advertising costs are expressly intended to drive traffic to our websites and these variable advertising costs are included in selling and marketing expense on our consolidated statements of operations and comprehensive income (loss). Variable marketing margin is defined as revenue less variable marketing expense.
The increase in revenue was due to a 23% increase in volume, representing an increase of $16.6 million, partially offset by a 17% decrease in reven ue earned per consumer, representing a $14.2 million decrease. We measure volume for our home equity loans and lines of credit as the number of consumers completing request forms.
The increase in revenue was due to a 47% increase in volume, representing an increase of $35.1 million, partially offset by a 15% decrease in reven ue earned per consumer, representing a $12.8 million decrease. We measure volume for our home equity loans and lines of credit as the number of consumers completing request forms.
Non-cash compensation expense, included in total compensation and benefits noted above, within general and administrative expense decreased in 2024 compared to 2023. For additional information, see Note—12-Stock-Based Compensation in the notes to the consolidated financial statements included elsewhere in this report. Non-cash compensation expense is excluded from Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”), as discussed below.
For additional information, see Note—11-Stock-Based Compensation in the notes to the consolidated financial statements included elsewhere in this report. Non-cash compensation expense is excluded from Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”), as discussed below. General and administrative expense as a percentage of revenue decreased to 10% in 2025 from 12% in 2024.
See Note 20—Segment Information in the notes to the consolidated financial statements included elsewhere in this report for additional information on segments and a reconciliation of segment profit to pre-tax income from continuing operations.
See Note 19—Segment Information in the notes to the consolidated financial 43 Table of Contents statements included elsewhere in this report for additional information on segments and a reconciliation of segment profit to pre-tax income (loss).
Cash Flows Our cash flows are as follows: Year Ended December 31, 2024 2023 (in thousands) Net cash provided by operating activities $ 62,258 $ 67,571 Net cash used in investing activities $ (11,218) $ (12,478) Net cash used in financing activities $ (56,502) $ (242,006) Cash Flows from Operating Activities Our largest source of cash provided by our operating activities is revenue generated by our products.
Cash Flows Our cash flows are as follows: Year Ended December 31, 2025 2024 (in thousands) Net cash provided by operating activities $ 73,103 $ 62,258 Net cash used in investing activities $ (9,926) $ (11,218) Net cash used in financing activities $ (88,698) $ (56,502) Cash Flows from Operating Activities Our largest source of cash provided by our operating activities is revenue generated by our products.
Equity Investments Our equity investments do not have a readily determinable fair value and, upon acquisition, we elected the measurement alternative to value these investments. Accordingly, the equity investments will be carried at cost less impairment, if any, and subsequently measured to fair value upon observable price changes in an orderly transaction for the identical or similar investments.
Accordingly, the equity investments will be carried at cost less impairment, if any, and subsequently measured to fair value upon observable price changes in an orderly transaction for the identical or similar investments.
Equity Distribution Agreement In July 2024, we entered into an Equity Distribution Agreement in connection with the establishment of an ATM Equity Program (as defined in the 2024 Term Loan (as defined herein) agreement) under which we may sell up to an aggregate of $50.0 million of shares of the our common stock.
Equity Distribution Agreement In July 2024, we entered into an Equity Distribution Agreement in connection with the establishment of an ATM Equity Program under which we may sell up to an aggregate of $50.0 million of shares of the common stock. No sales were made under the Equity Distribution Agreement during 2025 or 2024.
The proceeds of the 2024 Term Loan were used to pay fees and expenses incurred in connection with the closing of the 2024 Term Loan and delayed draw term loan, and will be used for 51 Table of Contents working capital and general corporate purposes, which may include repayment of our 2025 Notes.
The proceeds of the 2024 Term Loan were used to pay fees and expenses incurred in connection with the closing of the 2024 Term Loan and delayed draw term loan and was used for working capital and general corporate purposes, including the repayment of our 2025 Notes on July 15, 2025.
Advertising and promotional expenditures primarily include online marketing, as well as television, print, and radio spending. Advertising production costs are expensed in the period the related advertisement is first run. Selling and marketing expense increased in 2024 compared to 2023 primarily due to the $204.4 million increase in advertising and promotional expense discussed below.
Advertising production costs are expensed in the period the related advertisement is first run. Selling and marketing expense increased in 2025 compared to 2024 primarily due to the $174.8 million increase in advertising and promotional expense discussed below.
We adjusted our advertising expenditures in 2024 compared to 2023 in response to changes in Network Partner demand on our marketplace. We will continue to adjust selling and marketing expenditures dynamically in response to anticipated revenue opportunities.
This relationship exists for our Home, Consumer, and Insurance segments. 41 Table of Contents We adjusted our advertising expenditures in 2025 compared to 2024 in response to changes in Network Partner demand on our marketplace. We will continue to adjust selling and marketing expenditures dynamically in response to anticipated revenue opportunities.
See the section titled “Revenue” above for additional discussion of declines in product revenues within the Consumer segment. INSURANCE Insurance revenue of $548.7 million in 2024 increased 120% from 2023, while segment profit of $159.2 million in 2024 increased 54% from 2023.
See the section titled “Revenue” above for additional discussion of declines in product revenues within the Consumer segment. INSURANCE Insurance revenue of $711.9 million in 2025 increased 30% from 2024, while segment profit of $174.4 million in 2025 increased 10% from 2024.
An increase in a product’s revenue is generally met by a corresponding increase in marketing spend, and conversely a decrease in a product’s revenue is generally met by a corresponding decrease in marketing spend. This relationship exists for our Home, Consumer, and Insurance segments.
An increase in a product’s revenue is generally met by a corresponding increase in marketing spend, and conversely a decrease in a product’s revenue is generally met by a corresponding decrease in marketing spend.
Our Home segment includes the following products: purchase mortgage, refinance mortgage, and home equity loans and lines of credit. Revenue from our Home segment decreased $14.9 million, or 10%, in 2024 from 2023 primarily due to a decrease in revenue from our mortgage products partially offset by an increase in revenue from our home equity loans product.
Revenue from our credit cards product decreased $10.3 million, or 43% in 2025 compared to 2024 primarily due to a decrease in revenue earned per click and volume . Our Home segment includes the following products: purchase mortgage, refinance mortgage, and home equity loans and lines of credit.
We measure volume for our insurance product as the number of consumer request forms and in certain cases of re-engagement with a consumer, the number of subsequent consumer engagements through our platform.
We measure volume for our insurance product as the number of consumer request forms and in certain cases of re-engagement with a consumer, the number of subsequent consumer engagements through our platform. Our Consumer segment includes the following products: credit cards, personal loans, small business loans, student loans, auto loans, deposit accounts, and other credit products.
As part of our annual impairment testing of goodwill, we may elect to assess qualitative factors as a basis for determining whether it is necessary to perform the traditional quantitative impairment testing.
Evaluation of Goodwill Impairment We test goodwill annually for impairment as of October 1, or more frequently upon the occurrence of certain events or substantive changes in circumstances. As part of our annual impairment testing of goodwill, we may elect to assess qualitative factors as a basis for determining whether it is necessary to perform the traditional quantitative impairment testing.
This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP but should not be considered a substitute for or superior to GAAP results.
This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP but should not be considered a substitute for or superior to GAAP results. We provide and encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures discussed below.
Variable marketing margin is defined as revenue less variable marketing expense. 48 Table of Contents The following shows the calculation of variable marketing margin: Year Ended December 31, 2024 2023 (in thousands) Revenue $ 900,219 $ 672,502 Variable marketing expense 595,908 391,557 Variable marketing margin $ 304,311 $ 280,945 Below is a reconciliation of selling and marketing expense, the most directly comparable GAAP measure, to variable marketing expense: Year Ended December 31, 2024 2023 (in thousands) Selling and marketing expense $ 635,963 $ 433,588 Non-variable selling and marketing expense (40,055) (42,031) Variable marketing expense $ 595,908 $ 391,557 The following is a reconciliation of net loss, the most directly comparable GAAP measure, to variable marketing margin: Year Ended December 31, 2024 2023 (in thousands) Net loss $ (41,704) $ (122,404) Adjustments to reconcile to variable marketing margin: Cost of revenue 36,072 38,758 Non-variable selling and marketing expense (1) 40,055 42,031 General and administrative expense 108,705 117,700 Product development 46,358 47,197 Depreciation 18,300 19,070 Amortization of intangibles 5,889 7,694 Goodwill impairment — 38,600 Restructuring and severance 508 10,118 Litigation settlements and contingencies 3,797 388 Interest expense (income), net 27,849 (21,685) Other expense (income) 54,162 105,993 Income tax expense (benefit) 4,320 (2,515) Variable marketing margin $ 304,311 $ 280,945 (1) Represents the portion of selling and marketing expense not attributable to variable costs paid for advertising, direct marketing and related expenses.
The following shows the calculation of variable marketing margin: Year Ended December 31, 2025 2024 (in thousands) Revenue $ 1,117,324 $ 900,219 Variable marketing expense 770,680 595,908 Variable marketing margin $ 346,644 $ 304,311 Below is a reconciliation of selling and marketing expense, the most directly comparable GAAP measure, to variable marketing expense: Year Ended December 31, 2025 2024 (in thousands) Selling and marketing expense $ 812,904 $ 635,963 Non-variable selling and marketing expense (42,224) (40,055) Variable marketing expense $ 770,680 $ 595,908 45 Table of Contents The following is a reconciliation of net income (loss), the most directly comparable GAAP measure, to variable marketing margin: Year Ended December 31, 2025 2024 (in thousands) Net income (loss) $ 151,308 $ (41,704) Adjustments to reconcile to variable marketing margin: Cost of revenue 42,525 36,072 Non-variable selling and marketing expense (1) 42,224 40,055 General and administrative expense 112,888 108,705 Product development 45,251 46,358 Depreciation 16,459 18,300 Amortization of intangibles 5,190 5,889 Restructuring and severance 1,633 508 Litigation settlements and contingencies 15,661 3,797 Interest expense, net 46,787 27,849 Other expense (income) (2,998) 54,162 Income tax (benefit) expense (130,284) 4,320 Variable marketing margin $ 346,644 $ 304,311 (1) Represents the portion of selling and marketing expense not attributable to variable costs paid for advertising, direct marketing and related expenses.
Year Ended December 31, 2024 2023 (in thousands) Net loss $ (41,704) $ (122,404) Adjustments to reconcile to Adjusted EBITDA: Amortization of intangibles 5,889 7,694 Depreciation 18,300 19,070 Restructuring and severance 508 10,118 Loss on impairments and disposal of assets 2,584 5,437 Loss on investments 58,376 114,504 Goodwill impairment — 38,600 Non-cash compensation expense 28,579 37,176 Acquisition expense — (5) Litigation settlements and contingencies 3,797 388 Interest expense (income), net 27,849 (21,685) Dividend income (4,385) (7,888) Income tax expense (benefit) 4,320 (2,515) Adjusted EBITDA $ 104,113 $ 78,490 50 Table of Contents Financial Position, Liquidity and Capital Resources For information on fiscal 2022 results and similar comparisons, see Item 7.
Year Ended December 31, 2025 2024 (in thousands) Net income (loss) $ 151,308 $ (41,704) Adjustments to reconcile to Adjusted EBITDA: Amortization of intangibles 5,190 5,889 Depreciation 16,459 18,300 Restructuring and severance 1,633 508 Loss on impairments and disposal of assets (71) 2,584 Loss on investments 1,225 58,376 Non-cash compensation expense 29,202 28,579 Litigation settlements and contingencies 15,661 3,797 Interest expense, net 46,787 27,849 Dividend income (4,223) (4,385) Income tax (benefit) expense (130,284) 4,320 Adjusted EBITDA $ 132,887 $ 104,113 Financial Position, Liquidity and Capital Resources For information on fiscal 2023 results and similar comparisons, see Item 7.
Cost of revenue as a percentage of revenue decreased to 4% in 2024 compared to 6% in 2023. Selling and marketing expense Selling and marketing expense consists primarily of advertising and promotional expenditures and compensation and other employee-related costs (including stock-based compensation) for personnel engaged in sales or marketing functions.
Selling and marketing expense Selling and marketing expense consists primarily of advertising and promotional expenditures and compensation and other employee-related costs (including stock-based compensation) for personnel engaged in sales or marketing functions. Advertising and promotional expenditures primarily include online marketing, as well as television, print, and radio spending.
The key assumptions used in this calculation include Adjusted EBITDA, the remaining useful lives of the primary cash flow generating asset in the asset group and, to a lesser extent, the deduction of capital expenditures and taxes paid in cash to arrive at net cash flows.
The key assumptions used in this calculation include Adjusted EBITDA, the remaining useful lives of the primary cash flow generating asset in the asset group and, to a lesser extent, the deduction of capital expenditures and taxes paid in cash to arrive at net cash flows. 50 Table of Contents Capitalized implementation costs incurred in a hosting arrangement that is a service contract are also allocated to and included within long-lived asset groups tested for recoverability.
In 2023, we recognized a gain on the extinguishment of debt of $53.3 million, a loss on the write-off of unamortized debt issuance costs of $3.2 million and incurred debt repayment costs of $1.6 million, both of which are included in interest income/expense, net in the consolidated statement of operations and comprehensive income.
As a result of the refinancing, we recognized a loss on the extinguishment of $7.9 million due to the write-off of unamortized debt issuance costs and original issue discount costs which are included in interest expense, net in the consolidated statement of operations and comprehensive income.
Additionally, the significant increase in mortgage interest rates in 2022 had a negative impact on our Mortgage reporting unit. During the third quarter of 2023, our market capitalization declined significantly compared to the second quarter of 2023. The closing stock price on September 29, 2023 was $15.50 reflecting a market capitalization below our book value.
If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. During the third quarter of 2023, our market capitalization declined significantly compared to the second quarter of 2023. The closing stock price on September 29, 2023 was $15.50 reflecting a market capitalization below our book value.
These expenses are not paid in cash and we include the related shares in our calculations of fully diluted shares outstanding. Upon settlement of restricted stock units, exercise of certain stock options or vesting of restricted stock awards, the awards may be settled, on a net basis, with us remitting the required tax withholding amount from our current funds.
Upon settlement of restricted stock units, exercise of 46 Table of Contents certain stock options or vesting of restricted stock awards, the awards may be settled, on a net basis, with us remitting the required tax withholding amount from our current funds. Amortization of intangibles are non-cash expenses relating primarily to intangible assets acquired through acquisitions.
In the fourth quarter of 2023, we repurchased approximately $100.2 million in principal amount of our 2025 Notes, for $81.2 million in cash plus accrued and unpaid interest of approximately $0.2 million.
In the first quarter of 2025, we repurchased approximately $20.0 million in principal amount of our 0.50% Convertible Senior Notes due July 15, 2025 (the "2025 Notes") for $19.7 million plus accrued and unpaid interest.
In 2024, we re-entered those marketing channels to fill the increase in carrier demand, which has resulted in lower segment profit margin. Variable Marketing Expense and Variable Marketing Margin We report variable marketing expense and variable marketing margin as supplemental measures to GAAP. These related measures are the primary metrics by which we measure the effectiveness of our marketing efforts.
These incremental dollars have pressured overall segment margin while simultaneously contributing to robust segment profit. Variable Marketing Expense and Variable Marketing Margin We report variable marketing expense and variable marketing margin as supplemental measures to GAAP. These related measures are the primary metrics by which we measure the effectiveness of our marketing efforts.
Other Income We incurred impairment charges of $58.4 million and $114.5 million in 2024 and 2023, respectively, related to our investments in equity securities. See Note 8—Equity Investments for additional information.
Other Income We incurred an impairment charge of $58.4 million in 2024 related to our investments in equity securities.
Net cash used in financing activities in 2023 of $242.0 million consisted primarily of the repurchase of our 2025 Notes for $237.5 million and the related payment of debt issuance costs of $1.6 million, $1.1 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the employee stock purchase plan and the exercise of stock options and $1.9 million repayment of the Term Loan Facility.
Cash Flows from Financing Activities Net cash used in financing activities in 2025 of $88.7 million consisted primarily of the repurchase of the 2025 Notes for $115.0 million, term loan repayments of $410.4 million and $2.8 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the exercise of stock options, partially offset by net proceeds from term loans of $439.5 million.
Revenue from our home equity loans and lines of credit product increased $2.4 million, or 3%, to $87.5 million in 2024 from $85.1 million in 2023.
Revenue from our Home segment increased $22.9 million, or 18%, in 2025 from 2024 primarily due to to an increase in revenue from our home equity loans product. Revenue from our home equity loans and lines of credit product increased $22.3 million, or 26%, to $109.8 million in 2025 from $87.5 million in 2024.
Our principal executive office is located in Charlotte, North Carolina under an approximate 15-year lease that commenced in the second quarter of 2021. We anticipate cash payments under operating lease obligations of $9.5 million in 2025. See Note 10—Leases in the notes to the consolidated financial statements included elsewhere in this report for more information.
We anticipate cash payments under operating lease obligations of $8.2 million in 2026. See Note 9—Leases in the notes to the consolidated financial statements included elsewhere in this report for more information.
Revenue from our Insurance segment increased $299.1 million, or 120%, to $548.7 million in 2024 from $249.6 million in 2023. The increase in revenue was due to a 63% increase in revenue earned per consumer, representing $156.8 million of the increase and a 35% increase in volume representing $142.3 million of the increase.
Revenue from our Insurance segment increased $163.2 million, or 30%, to $711.9 million in 2025 from $548.7 million in 2024. The increase in revenue was due to a 22% increase volume, representing $127.0 million of the increase and a 7% increase in revenue earned per consumer, representing $36.2 million of the increase.
Cash Flows from Investing Activities Net cash used in investing activities in 2024 and 2023 consisted of capital expenditures primarily related to internally developed software of $11.2 million and $12.5 million, respectively.
Net cash provided by operating activities increased in 2025 from 2024 primarily due to increases in revenue, partially offset by operating costs. 48 Table of Contents Cash Flows from Investing Activities Net cash used in investing activities in 2025 and 2024 consisted of capital expenditures primarily related to internally developed software of $12.4 million and $11.2 million, respectively, partially offset by proceeds from the sale of fixed assets in 2025.
Amortization of intangibles are non-cash expenses relating primarily to intangible assets acquired through acquisitions. At the time of an acquisition, the intangible assets of the acquired company, such as purchase agreements, technology and customer relationships, are valued and amortized over their estimated lives.
At the time of an acquisition, the intangible assets of the acquired company, such as purchase agreements, technology and customer relationships, are valued and amortized over their estimated lives. The following table is a reconciliation of net income (loss), the most directly comparable GAAP measure, to Adjusted EBITDA.
According to Freddie Mac, the 30-year mortgage interest rates have remained elevated with a yearly average of 6.72% in 2024 compared to 6.80% in 2023. The Mortgage Bankers Association expects overall mortgage originations to increase 16% in 2025, although the first quarter of 2025 is expected to remain weak and below fourth quarter of 2024 levels.
According to Freddie Mac, the 30-year mortgage interest rates have remained elevated with a yearly average of 6.6% in 2025 compared to 6.7% in 2024. The Mortgage Bankers Association expects overall mortgage originations to increase 7% in 2026. The forecast calls for total loan originations of $2.2 trillion and purchase loans are expected to account for 66% of origination volume.
As longer-term rates have remained stable and higher than most existing first mortgages, second lien products offer an attractively priced source of capital for homeowners. According to CoreLogic, homeowners with a mortgage in the U.S. have $17.5 trillion of equity as of September 30, 2024, a 2.5% increase from a year ago.
Revenue from our home equity loan product of $109.8 million in 2025 increased 26% compared to 2024. As longer-term rates have remained relatively stable and higher than most existing first mortgages, second lien products offer an attractively priced source of capital for homeowners.
We measure volume for our personal loans product as the number of unique consumers completing request forms. 43 Table of Contents For the periods presented, no other products in our Consumer segment represented more than 10% of revenue; however, certain other Consumer products experienced notable changes.
For the periods presented, no other products in our Consumer segment represented more than 10% of revenue; however, certain other Consumer products experienced notable changes. R evenue from our small business loans product increased $33.7 million, or 60%, in 2025 compared to 2024, due to increases in the number of consumers completing request forms and revenue earned per consumer.
Additionally, compensation and benefits decreased $2.0 million in 2024 compared to 2023. 44 Table of Contents Advertising and promotional expense is the largest component of selling and marketing expense, and is comprised of the following: Year Ended December 31, 2024 vs. 2023 2024 2023 $ Change % Change (Dollars in thousands) Online $ 592,019 $ 383,996 $ 208,023 54 % Broadcast 39 278 (239) (86) % Other 3,850 7,283 (3,433) (47) % Total advertising and promotional expense $ 595,908 $ 391,557 $ 204,351 52 % In the periods presented, advertising and promotional expenses are equivalent to the non-GAAP measure variable marketing expense.
Advertising and promotional expense is the largest component of selling and marketing expense, and is comprised of the following: Year Ended December 31, 2025 vs. 2024 2025 2024 $ Change % Change (Dollars in thousands) Online $ 766,416 $ 592,019 $ 174,397 29 % Broadcast 16 39 (23) (59) % Other 4,248 3,850 398 10 % Total advertising and promotional expense $ 770,680 $ 595,908 $ 174,772 29 % In the periods presented, advertising and promotional expenses are equivalent to the non-GAAP measure variable marketing expense.
Income tax benefit (expense) Year Ended December 31, 2024 2023 (in thousands, except percentages) Income tax (expense) benefit $ (4,320) $ 2,515 Effective tax rate (11.6) % 2.0 % For 2024 and 2023, the effective tax rate varied from the federal statutory rate of 21% primarily due to the change in the valuation allowance, net of the current period change in tax effected net indefinite-lived intangibles.
See Note 7—Equity Investments for additional information. 42 Table of Contents Income tax benefit (expense) Year Ended December 31, 2025 2024 (in thousands, except percentages) Income tax benefit (expense) $ 130,284 $ (4,320) Effective tax rate (619.7) % (11.6) % For 2025, the effective tax rate varied from the federal statutory rate of 21% primarily due to the $149.5 million tax benefit to reduce the valuation allowance against our net deferred tax assets.
Capitalized implementation costs incurred in a hosting arrangement that is a service contract are also allocated to and included within long-lived asset groups tested for recoverability. The combined value of long-lived assets and capitalized implementation costs incurred in a hosting arrangement that is a service contract subject to assessment for impairment is $134.6 million at December 31, 2024.
The combined value of long-lived assets and capitalized implementation costs incurred in a hosting arrangement that is a service contract subject to assessment for impairment is $98.0 million at December 31, 2025. Equity Investments Our equity investments do not have a readily determinable fair value and, upon acquisition, we elected the measurement alternative to value these investments.
If an award is modified, we determine if the modification requires a new calculation of fair value or change in the vesting term of the award.
If an award is modified, we determine if the modification requires a new calculation of fair value or change in the vesting term of the award. See Note 11—Stock-Based Compensation in the notes to the consolidated financial statements included elsewhere in this report for additional information on assumptions and inputs to the fair value determination of stock-based awards.
Should there be a change in the valuation allowance in the future, the income tax provision would increase or decrease in the period in which the allowance is changed.
Should there be a change in the valuation allowance in the future, the income tax provision would increase or decrease in the period in which the allowance is changed. 49 Table of Contents At December 31, 2025, 2024 and 2023, we maintained a valuation allowance of $18.0 million, $167.5 million and $162.5 million, respectively, against our net deferred tax assets.
We measure volume for our mortgage products as the number of consumers completing request forms. Revenue from our purchase mortgage product decreased $11.0 million in 2024 compared to 2023 primarily due to decreases in the number of consumers completing request forms and a decrease in revenue earned per consumer.
Revenue from our personal loans product increased $13.0 million, or 13%, to $114.4 million in 2025 from $101.4 million in 2024. The increase in revenue was primarily due to a 14% increase in volume, representing $13.9 million of an increase. We measure volume for our personal loans product as the number of unique consumers completing request forms.
Cost of revenue decreased in 2024 compared to 2023 primarily due to a decrease in compensation and benefits of $2.7 million.
Cost of revenue increased in 2025 compared to 2024 primarily due to an increase in compensation and benefits of $5.6 million. Cost of revenue as a percentage of revenue remained consistent at 4% in 2025 and in 2024.
As of December 31, 2024, we have $20.0 million available for borrowing under the Revolving Facility. On March 27, 2024, we entered the 2024 Term Loan, a first lien term loan facility consisting of $175.0 million which matures on March 27, 2031.
On March 27, 2024, we entered a first lien term loan facility (the “2024 Term Loan”), consisting of $175.0 million which was set to mature on March 27, 2031. We drew $125.0 million of the 2024 Term Loan upon closing and drew the remaining $50.0 million on March 27, 2025.
Revenue from our Consumer segment decreased $56.5 million in 2024 from 2023, or 20%, primarily due to decreases in our credit cards, other credit products and deposits, partially offset by an increase in small business loans.
Many of our Consumer segment products are not individually 40 Table of Contents significant to revenue. Revenue from our Consumer segment increased $30.9 million in 2025 from 2024, or 14%, primarily due to increases in small business and personal loans, partially offset by a decrease in credit cards.
For additional information on the Credit Facility, see Note 14—Debt in the notes to the consolidated financial statements included elsewhere in this report. Operating Leases We have operating lease obligations associated with office space in various cities across the country and office equipment.
See Note 13—Debt, in Part I. Item 1 Financial Statements , for additional information. Operating Leases We have operating lease obligations associated with office space in various cities across the country and office equipment. Our principal executive office is located in Charlotte, North Carolina under an approximate 15-year lease that commenced in the second quarter of 2021.
We regularly review our deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing taxable temporary differences, and tax planning strategies. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.
Based on sustained profitability, improved forecasts of future taxable income, and the reversal of existing temporary differences, we concluded that it is more likely than not that we will be able to utilize the deferred tax assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.
General and administrative expense decreased in 2024 compared to 2023, primarily due to a decrease in compensation and benefits of $3.7 million, a decrease in loss on assets of $2.9 million, a decrease in facilities expense of $2.5 million and a decrease in bad debt expense of $1.6 million.
General and administrative expense increased in 2025 compared to 2024, primarily due to an increase in compensation and benefits of $9.0 million.
The remaining proceeds of $79.8 million may be used for general corporate purposes and any other purposes not prohibited by the Credit Agreement. As of March 6, 2025, we have outstanding $243.8 million under the 2021 Term Loan and the remaining borrowing capacity is $200.0 million.
Proceeds from the 2025 Facility were used to refinance the Credit Agreement and 2024 Term Loan, mentioned above, and for working capital and general corporate purposes. As of March 9, 2026, we had $399.0 million borrowings outstanding under the 2025 Term Loan. As of March 9, 2026, we have $75.0 million available for borrowing under the 2025 Revolving Facility.
We expect our cash and cash equivalents and cash flows from operations and available borrowings under our credit facilities to be sufficient to fund our operating needs for the next twelve months and beyond. We will continue to monitor the impact of current economic conditions, including interest rates and inflation on our liquidity and capital resources.
We will continue to monitor the impact of current economic conditions, including interest rates and inflation on our liquidity and capital resources. See Note 13—Debt, in Part I. Item 1 Financial Statements , for additional information.
As a result of these repurchases, we recognized a gain on the extinguishment of $10.1 million and a loss on the write-off of unamortized debt issuance costs of $1.1 million. In the first quarter of 2023, we repurchased approximately $190.6 million in principal amount of our 2025 Notes for $156.3 million plus accrued and unpaid interest of approximately $0.1 million.
In the first quarter of 2025, we repurchased approximately $20.0 million in principal amount of our 2025 Notes for $19.7 million resulting in a gain on the extinguishment of $0.3 million which is included in interest expense, net in the consolidated statement of operations and comprehensive income.
The proceeds of the Revolving Facility can be used to finance working capital, for general corporate purposes, and any other purpose not prohibited by the Credit Agreement. We drew $250.0 million under the Term Loan Facility on May 31, 2022 and used $170.2 million of the proceeds to settle the Company’s 2022 Notes, including interest.
We borrowed $250.0 million under the delayed draw term loan on May 31, 2022 and used $170.2 million of the proceeds to settle the our 0.625% Convertible Senior Notes due June 1, 2022.
The Reduction Plan, including cash payments, was completed by the end of the third quarter of 2024. Interest (expense) income, net In March 2024, we drew $125.0 million on a first lien term loan facility and incurred $11.5 million of interest expense.
Interest (expense) income, net In March 2024 and March 2025, we drew $125.0 million and $50 million, respectively, on the 2024 Term Loan (as defined herein). The incremental borrowing in 2024 and 2025 resulted in an increase of $2.5 million of interest expense in 2025 compared to 2024.
See Note—13 Income Taxes in the notes to the consolidated financial statements included elsewhere in this report for additional information on the valuation allowance. 46 Table of Contents Segment Profit Year Ended December 31, 2024 vs. 2023 2024 2023 $ Change % Change (Dollars in thousands) Home Revenue $ 128,854 $ 143,753 $ (14,899) (10) % Segment marketing expense (1) 88,958 95,871 (6,913) (7) % Segment profit 39,896 47,882 (7,986) (17) % Segment margin 31% 33% Consumer Revenue 222,462 278,945 (56,483) (20) % Segment marketing expense (1) 111,925 140,068 (28,143) (20) % Segment profit 110,537 138,877 (28,340) (20) % Segment margin 50% 50% Insurance Revenue 548,704 249,605 299,099 120 % Segment marketing expense (1) 389,474 146,101 243,373 167 % Segment profit 159,230 103,504 55,726 54 % Segment margin 29% 41% Other Revenue 199 199 — — % Segment marketing expense (1) 294 708 (414) (58) % Other (95) (509) 414 81 % Total Revenue 900,219 672,502 227,717 34 % Segment marketing expense (1) 590,651 382,748 207,903 54 % Segment profit $ 309,568 $ 289,754 $ 19,814 7 % Segment margin 34% 43% (1) Segment marketing expense represents the potion of selling and marketing expense attributable to variable costs paid for advertising, direct marketing and related expenses, that are directly attributable to the segments' products.
Segment Profit Year Ended December 31, 2025 vs. 2024 2025 2024 $ Change % Change (Dollars in thousands) Home Revenue $ 151,764 $ 128,854 $ 22,910 18 % Segment marketing expense (1) 103,421 88,958 14,463 16 % Segment profit 48,343 39,896 8,447 21 % Segment margin 32% 31% Consumer Revenue 253,370 222,462 30,908 14 % Segment marketing expense (1) 123,922 111,925 11,997 11 % Segment profit 129,448 110,537 18,911 17 % Segment margin 51% 50% Insurance Revenue 711,880 548,704 163,176 30 % Segment marketing expense (1) 537,463 389,474 147,989 38 % Segment profit 174,417 159,230 15,187 10 % Segment margin 25% 29% Other Revenue 310 199 111 56 % Segment marketing expense (1) 471 294 177 60 % Other (161) (95) (66) (69) % Total Revenue 1,117,324 900,219 217,105 24 % Segment marketing expense (1) 765,277 590,651 174,626 30 % Segment profit $ 352,047 $ 309,568 $ 42,479 14 % Segment margin 32% 34% (1) Segment marketing expense represents the potion of selling and marketing expense attributable to variable costs paid for advertising, direct marketing and related expenses, that are directly attributable to the segments' products.
Our Home segment margin, which is segment profit divided by segment revenue, decreased slightly to 31% in 2024 compared to 33% in 2023 primarily due to a decline in revenue earned per consumer, due to a decline in close rates at our lender partners.
HOME Home segment revenue increased 18% to $151.8 million in 2025 compared to 2024 and segment profit increased to $48.3 million in 2025, an increase of 21% compared to 2024. Our Home segment margin, which is segment profit divided by segment revenue, increased slightly to 32% in 2025 compared to 31% in 2024.
Removed
Our Consumer segment includes the following products: credit cards, personal loans, small business loans, student loans, auto loans, deposit accounts, and other credit products such as credit repair and debt settlement. Many of our Consumer segment products are not individually significant to revenue.
Added
Non-cash compensation expense, included in total compensation and benefits noted above, within general and administrative expense increased in 2025 compared to 2024 primarily due to the acceleration of non-cash compensation expense of $5.8 million on certain equity awards associated with our previous Founder and Chief Executive Officer.
Removed
We are in the process of exiting the student loans business and plan to be substantially completed by the end of the first quarter of 2025. Revenue from our personal loans product increased $1.3 million, or 1%, to $101.4 million in 2024 from $100.1 million in 2023.
Added
Litigation settlements and contingencies In 2025 and 2024, we incurred $15.2 million and $3.8 million, respectively, of expenses for litigation contingencies due to the Mantha litigation. See Note 15— Contingencies in the notes to the consolidated financial statements for additional information on litigation matters.
Removed
The increase in revenue was due to a 22% increase in volume, representing $18.2 million an increase, partially offset by a 17% decrease in revenue earned per consumer, representing $16.9 million of a decrease.
Added
In the third quarter of 2025, we refinanced our Credit Agreement (as defined herein) and 2024 Term Loan, which collectively had $402.8 million outstanding, with proceeds from the $400.0 million 2025 Term Loan (as defined herein) and cash on hand at par plus accrued and unpaid interest.
Removed
Revenue from our credit cards product decreased $38.2 million, or 62% in 2024 compared to 2023 primarily due to a decrease in revenue earned per click and volume . We measure volume for our credit cards product as the number of consumers clicking through to a card issuer.
Added
As a result of the repurchase, we recognized a gain on the extinguishment of $0.3 million, which is included in interest expense, net in the consolidated statement of operations and comprehensive income.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−1 removed3 unchanged
Biggest changeAs of March 6, 2025, we had $243.8 million outstanding on our Term Loan Facility, and there were no outstanding borrowings under our Revolving Facility. As of March 6, 2025, we had $115.6 million outstanding on our 2024 Term Loan, which was entered into on March 27, 2024.
Biggest changeAs of March 9, 2026, we had $399.0 million outstanding on our 2025 Term Loan, and there were no outstanding borrowings under our 2025 Revolving Facility. Fluctuations in interest rates affect consumer demand for new mortgages and the level of refinancing activity which, in turn, affects lender demand for mortgage leads.
However, increases in the amount lenders will pay per matched lead in this situation is limited by the overall cost models of our lenders, and our revenue earned per consumer can be adversely affected by the overall reduced demand for refinancing in a rising rate environment. 56 Table of Contents
However, increases in the amount lenders will pay per matched lead in this situation is limited by the overall cost models of our lenders, and our revenue earned per consumer can be adversely affected by the overall reduced demand for refinancing in a rising rate environment. 52 Table of Contents
A hypothetical 100-basis point increase or decrease in market interest rates would not have a material impact on the fair value of our cash equivalents securities, or our earnings on such cash equivalents, but would have a $2.4 million annual effect on the interest paid on borrowings under the Credit Facility and a $1.2 million annual effect on the interest paid under the 2024 Term Loan.
A hypothetical 100-basis point increase or decrease in market interest rates would not have a material impact on the fair value of our cash equivalents securities, or our earnings on such cash equivalents, but would have a $4.0 million annual effect on the interest paid on borrowings under the 2025 Term Loan.
Fluctuations in interest rates affect consumer demand for new mortgages and the level of refinancing activity which, in turn, affects lender demand for mortgage leads. Typically, when interest rates decline, we see increased consumer demand for mortgage refinancing, which in turn leads to increased traffic to our website and decreased selling and marketing efforts associated with that traffic.
Typically, when interest rates decline, we see increased consumer demand for mortgage refinancing, which in turn leads to increased traffic to our website and decreased selling and marketing efforts associated with that traffic.
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risks as a result of changes to interest rates. Other than our Credit Facility and the 2024 Term Loan, we do not have any financial instruments that are exposed to significant market risk.
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risks as a result of changes to interest rates. Other than our 2025 Term Loan, we do not have any financial instruments that are exposed to significant market risk. We maintain our cash and cash equivalents in bank deposits and short-term, highly liquid money market investments.
Removed
We maintain our cash and cash equivalents in bank deposits and short-term, highly liquid money market investments.

Other TREE 10-K year-over-year comparisons