SEC FORM 4

SEC FORM 4 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

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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

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)
03/10/2025

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)
Common Stock	03/10/2025		P		2,027	A	$41.8⁽¹⁾	52,593	D
Common Stock	03/10/2025		P		3,122	A	$42.36⁽²⁾	55,715	D
Common Stock								9,622	I	Through a revocable trust
Common Stock								1,689	I	Through a grantor retained annuity trust⁽³⁾
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)
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	⁽⁴⁾	03/10/2025		A		22,500		⁽⁵⁾	⁽⁵⁾	Common Stock	22,500	$0	22,500	D
Performance Vested Restricted Stock Units	⁽⁴⁾	03/10/2025		A		30,000		⁽⁶⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾	Common Stock	30,000	$0	30,000	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The reported securities were purchased in multiple transactions at prices ranging from $41.46 to $42.46. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within such range.

2. The price reported in Column 4 is a weighted average price. The reported securities were purchased in multiple transactions at prices ranging from $42.48 to $43.04. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within such range.

3. 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.

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

5. 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..

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

7. 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,

8. (Continued from F7) 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	03/11/2025
	** 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.

Chief Operating Officer Peyree Scott bought $216,977 worth of shares (5,149 units at $42.14), increasing direct ownership by 10% to 55,715 units (SEC Form 4)