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: LEBDA DOUGLAS R (Director, Chairman & CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-02	Common Stock	M	736	—	Acquired	3454	Indirect
2024-03-02	Common Stock	F	253	$39.98	Disposed	3201	Indirect
2024-03-03	Common Stock	M	165	—	Acquired	3366	Indirect
2024-03-03	Common Stock	F	57	$39.98	Disposed	3309	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-01	Restricted Stock Units	$	A	2000	Acquired		Common Stock (2000)	Indirect
2024-03-01	Restricted Stock Units	$	A	35000	Acquired		Common Stock (35000)	Direct
2024-03-01	Performance Vested Restricted Stock Units	$	A	45000	Acquired		Common Stock (45000)	Direct
2024-03-02	Restricted Stock Units	$	M	736	Disposed		Common Stock (736)	Indirect
2024-03-03	Restricted Stock Units	$	M	165	Disposed		Common Stock (165)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4559	Direct
Common Stock	433159	Indirect
Common Stock	1325000	Indirect
Common Stock	12524	Indirect
Common Stock	300000	Indirect

Footnotes

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

F2: 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.

F3: The reporting person disclaims beneficial ownership of the shares to the extent in which he does not have a pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

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

F5: These restricted stock units will vest in three substantially equal annual installments beginning on the first anniversary of the grant date.

F6: Performance vested restricted stock units convert into common stock on a one-for-one basis.

F7: 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.

F8: (Continued from F7) 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.

F9: These restricted stock units vest in three substantially equal annual installments beginning on March 3, 2023, subject to continuing service.

F10: These restricted stock units vest in three substantially equal annual installments beginning on March 3, 2022, in accordance with the terms of the original award agreement.