LendingTree (TREE) COO receives time and performance-based RSU awards

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

LendingTree, Inc. Chief Operating Officer Ian Malcolm Smith reported awards of restricted stock units granted on March 5, 2026. He received 10,000 restricted stock units and 17,500 performance vested restricted stock units, each converting into common stock on a one-for-one basis.

The 10,000 restricted stock units vest in three substantially equal annual installments beginning on March 5, 2027. The 17,500 performance vested units may vest over a four-year period if the company’s stock reaches average price hurdles of $69.15, $83.85, and $98.55, with each tranche vesting in two steps and unvested units forfeited after the fourth anniversary of the award date.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Smith Ian Malcolm

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	10,000	$0.00	--
Grant/Award	Performance Vested Restricted Stock Units	17,500	$0.00	--

Holdings After Transaction: Restricted Stock Units — 10,000 shares (Direct); Performance Vested Restricted Stock Units — 17,500 shares (Direct)

Footnotes (1)

Restricted stock units convert into common stock on a one-for-one basis. These restricted stock units will vest in three substantially equal annual installments beginning on March 5, 2027, in accordance with the terms of the original award agreement. Performance vested restricted stock units convert into common stock on a one-for-one basis. These performance vested restricted stock units shall vest upon the Company's achievement of specified price hurdles during the four-year period after the grant date, as follows: (1) at a price of $69.15, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the later to occur of either the achievement of the price hurdle or the one-year anniversary of the grant date, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle; (2) at a price of $83.85, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the later to occur of either the achievement of the price hurdle or the one-year anniversary of the grant date, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle; and (3) at a price of $98.55, 1/3 of the performance vested restricted stock units, (Continued from F4) of which 1/2 will vest upon the later to occur of either the achievement of the price hurdle or the one-year anniversary of the grant date, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle. The price hurdle shall be deemed "achieved" if during the performance period, there is a date on which (with respect to 90 trading days immediately preceding such date) the average closing stock price during such 90-trading-day period of the Company's common stock equaled the applicable price hurdle stock price. To the extent that any performance vested restricted stock units do not become vested by the fourth anniversary of the Award Date, any such unvested performance vested restricted stock units shall be immediately forfeited.

Form 4 Insider Transactions: What Each Field Means →

03/06/2026 - 04:03 PM

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Ian Malcolm

(Last)

(First)

(Middle)

1415 VANTAGE PARK DR.

SUITE 700

(Street)

CHARLOTTE

28203

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/05/2026		A		10,000		⁽²⁾	⁽²⁾	Common Stock	10,000	$0	10,000	D
Performance Vested Restricted Stock Units	⁽³⁾	03/05/2026		A		17,500		⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	17,500	$0	17,500	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. These restricted stock units will vest in three substantially equal annual installments beginning on March 5, 2027, in accordance with the terms of the original award agreement.

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

4. These performance vested restricted stock units shall vest upon the Company's achievement of specified price hurdles during the four-year period after the grant date, as follows: (1) at a price of $69.15, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the later to occur of either the achievement of the price hurdle or the one-year anniversary of the grant date, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle; (2) at a price of $83.85, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the later to occur of either the achievement of the price hurdle or the one-year anniversary of the grant date, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle; and (3) at a price of $98.55, 1/3 of the performance vested restricted stock units,

5. (Continued from F4) of which 1/2 will vest upon the later to occur of either the achievement of the price hurdle or the one-year anniversary of the grant date, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle. The price hurdle shall be deemed "achieved" if during the performance period, there is a date on which (with respect to 90 trading days immediately preceding such date) the average closing stock price during such 90-trading-day period of the Company's common stock equaled the applicable price hurdle stock price. To the extent that any performance vested restricted stock units do not become vested by the fourth anniversary of the Award Date, any such unvested performance vested restricted stock units shall be immediately forfeited.

	/s/ Heather Enlow-Novitsky as Attorney-in-Fact for Ian Smith	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did LendingTree (TREE) report for Ian Malcolm Smith?

LendingTree reported that COO Ian Malcolm Smith was granted 10,000 restricted stock units and 17,500 performance vested restricted stock units on March 5, 2026. These units represent potential future common shares subject to time-based and stock price-based vesting conditions.

How do Ian Malcolm Smith’s restricted stock units at LendingTree (TREE) vest?

The 10,000 restricted stock units vest in three substantially equal annual installments starting March 5, 2027. This structure gradually delivers shares over time, encouraging continued service and aligning the chief operating officer’s compensation with the company’s long-term performance.

What stock price hurdles affect LendingTree (TREE) performance vested RSUs?

The 17,500 performance vested units depend on achieving average stock price hurdles of $69.15, $83.85, and $98.55 during a four-year period. Each one-third tranche vests in two stages once the applicable price hurdle and related time-based conditions are met.

When are LendingTree (TREE) performance vested RSUs forfeited if targets are not met?

Any performance vested restricted stock units that do not vest by the fourth anniversary of the award date are immediately forfeited. This creates a defined four-year performance window for meeting the specified stock price hurdles and associated time-based vesting conditions.

How do LendingTree (TREE) restricted stock units convert into common stock?

Both the time-based and performance vested restricted stock units convert into LendingTree common stock on a one-for-one basis. Actual share delivery depends on satisfying the required vesting schedules and, for performance units, achieving the specified stock price hurdles within the four-year period.