Sec Form 4 Filing - LEBDA DOUGLAS R @ LendingTree, Inc. - 2025-03-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
LEBDA DOUGLAS R
2. Issuer Name and Ticker or Trading Symbol
LendingTree, Inc. [ TREE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
1415 VANTAGE PARK DR., SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2025
(Street)
CHARLOTTE, NC28203
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ) 03/10/2025 A 60,000 ( 2 ) ( 2 ) Common Stock 60,000 $ 0 60,000 D
Performance Vested Restricted Stock Units ( 3 ) 03/10/2025 A 70,000 ( 4 )( 5 ) ( 4 )( 5 ) Common Stock 70,000 $ 0 70,000 D
Restricted Stock Units ( 1 ) 03/10/2025 A 3,500 ( 2 ) ( 2 ) Common Stock 3,500 $ 0 3,500 I By Spouse ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEBDA DOUGLAS R
1415 VANTAGE PARK DR., SUITE 700
CHARLOTTE, NC28203
X X Chairman & CEO
Signatures
/s/ Heather Enlow-Novitsky, as Attorney-in-Fact for Douglas R. Lebda 03/11/2025
Signature of Reporting Person Date
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 10, 2026, 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 $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,
( 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; 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.
( 6 )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.

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