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LendingTree (NASDAQ: TREE) CEO exercises 12,499 shares and covers taxes with stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

LendingTree, Inc. Chief Executive Officer Peyree Scott reported routine equity compensation activity involving restricted stock units and related tax withholding. On March 10, 2026, Scott exercised or converted derivative awards into 12,499 shares of common stock, consisting of restricted stock units and performance-vested restricted stock units that convert into common stock on a one-for-one basis.

To cover tax obligations on these awards, 4,930 shares of common stock were withheld at $42.65 per share, characterized as payment of tax liabilities rather than open-market sales. Following these transactions, Scott directly held 122,498 common shares. The filing also lists additional indirect common stock holdings through a revocable trust and grantor retained annuity trusts, with a footnote stating Scott disclaims beneficial ownership of the grantor retained annuity trust shares.

Positive

  • None.

Negative

  • None.
Insider Peyree Scott
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 7,499 $0.00 --
Exercise Performance Vested Restricted Stock Units 5,000 $0.00 --
Exercise Common Stock 7,499 $0.00 --
Tax Withholding Common Stock 2,962 $42.65 $126K
Exercise Common Stock 5,000 $0.00 --
Tax Withholding Common Stock 1,968 $42.65 $84K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 15,001 shares (Direct); Performance Vested Restricted Stock Units — 25,000 shares (Direct); Common Stock — 122,428 shares (Direct); Common Stock — 9,622 shares (Indirect, Through a revocable trust)
Footnotes (1)
  1. Restricted stock units convert into common stock on a one-for-one basis. The reporting person's spouse is the sole beneficiary of this grantor retained annuity trust. The reporting person disclaims beneficial ownership of the shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares for purposes of Section 16 or any other purpose. These restricted stock units will vest in three substantially equal annual installments beginning on March 10, 2026, 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 $60.00, 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 $75.00, 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 $90.00, 1/3 of the performance vested restricted stock units, (Continued from F5) 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; provided, however, that the performance vested restricted stock units tied to achievement of price hurdle (1) shall be forfeited if they do not become vested by the third anniversary of the Award Date.
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*
Peyree Scott

(Last) (First) (Middle)
1415 VANTAGE PARK DRIVE
SUITE 700

(Street)
CHARLOTTE NC 28203

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LendingTree, Inc. [ TREE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026
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)
Code V Amount (A) or (D) Price
Common Stock 03/10/2026 M 7,499 A (1) 122,428 D
Common Stock 03/10/2026 F 2,962 D $42.65 119,466 D
Common Stock 03/10/2026 M 5,000 A (1) 124,466 D
Common Stock 03/10/2026 F 1,968 D $42.65 122,498 D
Common Stock 9,622 I Through a revocable trust
Common Stock 1,689 I Through a grantor retained annuity trust(2)
Common Stock 1,689 I Through a grantor retained annuity trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 03/10/2026 M 7,499 (3) (3) Common Stock 7,499 $0 15,001 D
Performance Vested Restricted Stock Units (4) 03/10/2026 M 5,000 (5)(6) (5)(6) Common Stock 5,000 $0 25,000 D
Explanation of Responses:
1. Restricted stock units convert into common stock on a one-for-one basis.
2. The reporting person's spouse is the sole beneficiary of this grantor retained annuity trust. The reporting person disclaims beneficial ownership of the shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares for purposes of Section 16 or any other purpose.
3. These restricted stock units will vest in three substantially equal annual installments beginning on March 10, 2026, in accordance with the terms of the original award agreement..
4. Performance vested restricted stock units convert into common stock on a one-for-one basis.
5. These performance vested restricted stock units shall vest upon the Company's achievement of specified price hurdles during the four-year period after the grant date, as follows: (1) at a price of $60.00, 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 $75.00, 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 $90.00, 1/3 of the performance vested restricted stock units,
6. (Continued from F5) 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; provided, however, that the performance vested restricted stock units tied to achievement of price hurdle (1) shall be forfeited if they do not become vested by the third anniversary of the Award Date.
/s/ Heather Enlow-Novitsky, as Attorney-in-Fact for Scott Peyree 03/12/2026
** 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.

FAQ

What did LendingTree (TREE) CEO Peyree Scott report in this Form 4?

Peyree Scott reported exercising equity awards into 12,499 LendingTree common shares and using shares to cover taxes. The activity reflects equity compensation mechanics, not open-market buying or selling, and updates Scott’s direct and indirect shareholdings in the company.

How many LendingTree shares did the CEO use to pay taxes in this filing?

The Form 4 shows 4,930 common shares were withheld at $42.65 per share to satisfy tax obligations. These are coded as tax-withholding dispositions, meaning they are payments of tax liabilities rather than discretionary open-market sales of LendingTree stock.

How many LendingTree shares does Peyree Scott hold directly after these transactions?

After the reported transactions, Peyree Scott directly holds 122,498 shares of LendingTree common stock. This figure reflects the net result of exercising 12,499 shares from equity awards and the share withholding for taxes disclosed in the same Form 4 filing.

What types of equity awards are involved in the LendingTree (TREE) CEO’s Form 4?

The filing involves restricted stock units and performance-vested restricted stock units. Footnotes state both convert into common stock on a one-for-one basis, with the performance-vested units tied to specified stock price hurdles over a defined multi-year performance period.

Are any of the LendingTree CEO’s reported holdings indirect or held through trusts?

Yes. The Form 4 lists indirect common stock holdings through a revocable trust and grantor retained annuity trusts. A footnote explains Scott’s spouse is sole beneficiary of one grantor retained annuity trust and that Scott disclaims beneficial ownership of those particular shares.

Do the reported transactions indicate open-market buying or selling of LendingTree (TREE) shares?

No. The transactions are coded as derivative exercises/conversions and tax-withholding dispositions. Shares were issued from equity awards and some withheld for taxes, so the Form 4 does not show open-market purchases or sales by the CEO during this event.