LendingTree, Inc. — Director's Dealing 2024

Mar 6, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LendingTree, Inc. (TREE)
CIK: 0001434621
Period of Report: 2024-03-01

Reporting Person: Peyree Scott (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-02	Common Stock	M	3679	—	Acquired	19587	Direct
2024-03-02	Common Stock	F	918	$39.98	Disposed	18669	Direct
2024-03-02	Common Stock	M	13750	—	Acquired	32419	Direct
2024-03-02	Common Stock	F	3428	$39.98	Disposed	28991	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-01	Restricted Stock Units	$	A	17000	Acquired		Common Stock (17000)	Direct
2024-03-01	Performance Vested Restricted Stock Units	$	A	24000	Acquired		Common Stock (24000)	Direct
2024-03-02	Restricted Stock Units	$	M	3679	Disposed		Common Stock (3679)	Direct
2024-03-02	Restricted Stock Units	$	M	13750	Disposed		Common Stock (13750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9622	Indirect
Common Stock	1689	Indirect
Common Stock	1689	Indirect

Footnotes

F1: Restricted stock units convert into common stock on a one-for-one basis.

F2: Includes 1,407 shares of Common Stock acquired under the LendingTree, Inc. Employee Stock Purchase Plan.

F3: 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.

F4: These restricted stock units will vest in three substantially equal annual installments beginning on the first anniversary of the grant date.

F5: Performance vested restricted stock units convert into common stock on a one-for-one basis.

F6: These performance vested restricted stock units shall vest upon the Company's achievement of specified price hurdles during the four-year period after the grant date, as follows: (1) at a price of $41.17, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the achievement of the price hurdle, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle; (2) at a price of $52.94, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the achievement of the price hurdle, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle; and (3) at a price of $64.70, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the achievement of the price hurdle, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle.

F7: (Continued from F6) The price hurdle shall be deemed "achieved" if during the performance period, there is a date on which (with respect to 45 trading days immediately preceding such date) the average closing stock price during such 45-trading-day period of the Company's common stock equaled the applicable price hurdle stock price. To the extent that any Performance Vested RSUs do not become vested by the fourth anniversary of the Award Date, any such unvested performance vested restricted stock units shall be immediately forfeited.

F8: These restricted stock units vest in three substantially equal annual installments beginning on March 2, 2023, subject to continuing service.

F9: These restricted stock units vest as follows: 50% of the restricted stock units will vest on the first anniversary of the date of grant and 25% of the restricted stock units will vest on the second and third anniversaries of the date of grant, in accordance with the terms of the original award agreement.