UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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LENDINGTREE, INC.

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Notice of 2026 Annual
Meeting of Stockholders

AGENDA ITEM	BOARD RECOMMENDATION		FOR MORE INFORMATION	Annual Meeting of Stockholders
1. To elect nine members of our Board of Directors (“Board of Directors” or “Board”), each to hold office for a one-year term ending on the date of the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s death or removal or resignation from our Board of Directors)	✓	FOR (all nominees)	Page 17	June 17, 2026 11:00 a.m. Eastern Time Virtual Meeting via Live Webcast: www.virtualshareholdermeeting.com/TREE2026
2. Advisory vote to approve LendingTree’s (the “Company” or “LendingTree”) executive compensation (say on pay)	✓	FOR	Page 27
3. To ratify the selection of PricewaterhouseCoopers LLP as LendingTree’s independent registered public accounting firm	✓	FOR	Page 54

Note: We also will consider any other matters that may properly be brought before the Meeting (and any postponements or adjournments of the Meeting). As of the date of this Proxy Statement, we have not received notice of any such matters.

HOW TO VOTE

Your vote is important. Please vote as promptly as possible.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 17, 2026 (the “Meeting” or “Annual Meeting”): Both the Proxy Statement and LendingTree’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), are available electronically at: www.proxyvote.com

At the Virtual meeting

Attend the Annual Meeting at www.virtualshareholdermeeting.com/TREE2026

(using the 16-digit control number included on your proxy card or voting instruction form)

Mail

Please mail your completed proxy card or voting instruction form following the instructions provided therein

Telephone

Instructions provided in your proxy card or voting instruction form

Internet

Instructions provided in your proxy card or voting instruction form

2026 Virtual Annual Stockholder Meeting

The Meeting will be a virtual annual meeting. You will not be able to attend the Meeting in person, but we are committed to ensuring that stockholders will be afforded comparable rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the Meeting online, vote your shares electronically and submit questions prior to the Meeting by visiting www.virtualshareholdermeeting.com/TREE2026. To participate in the virtual Meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. The Meeting webcast will begin promptly at 11:00 a.m. Eastern Time on June 17, 2026. We encourage you to access the Meeting prior to the start time. Online check-in will begin at 10:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual Meeting during the check-in process or Meeting time, a technical assistance phone number will be available to you on the virtual Meeting registration page once online check-in begins. Technical assistance will be available through the conclusion of the Annual Meeting.

Our Board of Directors has set April 20, 2026, as the record date for the Annual Meeting. This means that holders of record of our common stock at the close of business on that date are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

Notice

We are distributing to certain stockholders a Notice of Internet Availability of Proxy Materials on or about April 27, 2026. This Notice informs those stockholders how to access our Proxy Statement and our 2025 Annual Report to Stockholders and how to vote electronically via the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials.

If there are questions pertinent to Meeting matters that cannot be answered during the Annual Meeting due to time constraints, management will post answers to a representative set of such questions at investors.lendingtree.com. The questions and answers will remain available until LendingTree’s proxy statement for its 2027 annual meeting of stockholders is filed.

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be held on June 17, 2026: Copies of the Proxy Statement and of our 2025 Annual Report are available by visiting the following website: www.proxyvote.com.

Heather Enlow-Novitsky

Corporate Secretary

A Letter to Our Stockholders

April 27, 2026

Dear Fellow LendingTree Stockholders:

On behalf of the Board of Directors, I am pleased to present LendingTree’s 2026 Proxy Statement and to reflect on a year of strong performance, meaningful progress, and profound personal loss.

Fiscal year 2025 was a year of significant achievement for LendingTree. The Company delivered strong financial and operational performance, demonstrating the resilience of our platform, the strength of our brand, and the disciplined execution of our strategy. We sharpened our focus on profitable growth, enhanced our product offerings, deepened relationships with our partners, and continued to deliver value to consumers navigating an increasingly complex financial services landscape.

These results reflect the dedication of our talented team and the effectiveness of our long-term strategy. We remained committed to operational excellence, innovation, AI leverage, and prudent capital allocation, positioning LendingTree for sustained growth. The Board is proud of the management team’s leadership and the organization’s ability to execute with focus and agility in a dynamic market environment.

While 2025 was marked by strong performance, it was also defined by an immeasurable loss. In October, we mourned the untimely passing of our Founder, Chairman, and Chief Executive Officer, Doug Lebda. Doug founded LendingTree with a bold vision: to empower consumers by giving them choice and transparency in one of life’s most important financial decisions. What began as a simple yet powerful idea grew under his leadership into a trusted marketplace serving millions of consumers. Doug’s passion, entrepreneurial spirit, and unwavering belief in putting customers first shaped not only our business model but also our culture. Doug led with conviction, integrity, and an extraordinary sense of purpose. He challenged us to think bigger, move faster, and never lose sight of the consumer. His energy was contagious, his standards were high, and his commitment to excellence was constant. The impact of his leadership extends well beyond our financial performance; it is embedded in LendingTree’s DNA.

Despite Doug’s passing, the Board is confident in the strength and depth of our management team and in the systems and processes Doug helped build over nearly three decades. LendingTree today is supported by experienced leaders who understand our strategy, share our values, and are fully committed to advancing our mission. Our swift response and the seamless continuation of strong performance — anchored by our culture and discipline — have positioned us for a winning future.

The Board has full confidence in the Company’s direction and in the leadership team guiding it forward. The focus remains clear: disciplined execution, profitable growth, operational excellence, and continued innovation in service of our customers and partners. We are committed to preserving and building upon Doug’s legacy by continuing the work he began—with the same passion, integrity, and dedication that defined his leadership.

On behalf of the Board of Directors, I want to express our gratitude to our employees, partners, and you—our stockholders—for your continued trust and support. Your confidence in LendingTree enables us to pursue our mission and build for the long term. We are confident in LendingTree’s future. With a strong foundation, a dedicated leadership team, and a clear strategic path, we move forward united in purpose and committed to continuing to build enterprise value.

Thank you for your confidence in the LendingTree family!

Steve Ozonian

Chairman of the Board of Directors

LendingTree, Inc.

Table of Contents

Proxy Summary		2
	2025 Performance Highlights	3
	Board Highlights	3
	Executive Compensation Highlights	5
	Stockholder Engagement	6
Certain Relationships and Related Transactions		7
Related Person Transaction Policy		8
Corporate Governance		9
	Corporate Governance Practices	9
	Board of Directors Responsibilities and Structure	9
	Director Independence	11
	Qualifications of Directors	11
	Stockholder Recommendations of Director Candidates	12
	Board Evaluation Process	12
	Board Committees and Charters	12
	Compensation Committee Interlocks and Insider Participation	13
	Stockholder Engagement Process	14
	Corporate Social Responsibility	15
Proposal No. 1: Election of Directors		17
	Our Board Nominees	17
Director Compensation		24
	Overview of Our Compensation Program for Non-Employee Directors	24
	Director Stock Ownership Guideline	24
	Director Compensation Table	25
	Outstanding Equity Awards for Directors at Fiscal Year-End 2025	26
Proposal No. 2: Advisory Vote to Approve Executive Compensation		27
Compensation Committee Report		28
	Compensation Discussion and Analysis	28
Executive Compensation Tables		41
	Fiscal 2025 Summary Compensation Table	41
	Grants of Plan-Based Awards During Fiscal 2025	43
	Outstanding Equity Awards at Fiscal 2025 Year-End	44
	Option Exercises and Stock Vested During Fiscal 2025	45
	Pension Benefits	45
	Potential Payments Upon Termination of Employment or Change in Control	46
	CEO Pay Ratio	49
	Pay-Versus-Performance Table	50
Proposal No. 3: Ratification of Selection of Independent Registered Public Accounting Firm		54
Audit Committee Report		55
Stock Ownership Information		56
	Security Ownership Table	56
Information About the Meeting, Voting and Proxies		58
Appendix A – Information Regarding Non-GAAP Financial Measures		A-1

LENDINGTREE 2026 Proxy Statement 1

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

We have first released this Proxy Statement to LendingTree stockholders beginning on April 27, 2026.

ANNUAL MEETING OF STOCKHOLDERS

Date and Time

June 17, 2026 at 11:00 a.m. Eastern Time

Place

www.virtualshareholdermeeting.com/TREE2026

Record Date

April 20, 2026

You are entitled to vote if you held LendingTree stock on the record date. Holders of our common stock are entitled to one vote per share.

AGENDA

Proposal	Board Recommendation		For More Information
1. Election of nine directors	✓	FOR (all nominees)	Page 17
2. Advisory vote on LendingTree’s executive compensation	✓	FOR	Page 27
3. Ratification of selection of PricewaterhouseCoopers LLP as LendingTree’s independent registered public accounting firm	✓	FOR	Page 54

LENDINGTREE 2026 Proxy Statement 2

2025 Performance Highlights

We achieved strong financial performance in 2025, with revenue increasing to approximately $1.12 billion, representing growth of approximately 24% year over year. The increase was primarily driven by strong performance in the Insurance segment, which continued to benefit from expanded carrier partnerships and strong consumer demand, as well as growth in the Consumer segment, including personal loans and small business products. These results reflect the continued execution of the Company’s strategy to diversify its marketplace and expand consumer engagement across multiple financial product categories.

While the Home segment continued to be affected by a challenging mortgage market, the Company made progress in improving operational efficiency and strengthening its financial position. Management remained focused on disciplined marketing investments, expanding marketplace relationships, and enhancing the consumer experience across the platform. The Company believes these initiatives support long-term growth and value creation for stockholders.

See Appendix A included in this Proxy Statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to GAAP financial measures.

Board Highlights

Our Board of Directors is committed to maintaining an effective team of directors. The Nominating and Governance Committee considers the extent to which director nominees possess diverse qualities that make us able to respond most appropriately to our stockholders and customers.

BOARD OVERVIEW

The following charts reflect the tenure and age of the nominees for our Board of Directors as of the date of this Proxy Statement:

EXPERIENCE AND EXPERTISE

The following chart reflects the experience and expertise of the nine nominees for our Board of Directors. These are the skills and qualifications our Board of Directors considers important for our directors in light of our current business and structure.

FOUNDERS OF COMPANIES

4 director nominees

TRANSACTIONS AND INVESTMENTS

7 director nominees

FINANCIAL MATTERS

8 director nominees

CURRENT/FORMER CEO

6 director nominees

PLATFORM AND
DIGITAL MARKETING
EXPERTISE

5 director nominees

PUBLIC POLICY/GOVERNMENT RELATIONS

3 director nominees

LENDINGTREE 2026 Proxy Statement 3

BOARD NOMINEES AND COMMITTEE MEMBERSHIPS

The following table provides summary information about each director nominee, including current committee memberships.

						Committee Memberships ⁽¹⁾
DIRECTOR NOMINEE	AGE	DIRECTOR SINCE	PRINCIPAL OCCUPATION	OTHER PUBLIC COMPANY BOARDS	INDEPENDENT	AUDIT	COMPENSATION	NOMINATING AND CORPORATE GOVERNANCE	TECHNOLOGY AND PRODUCT ADVISORY	FINANCE
Gabriel Dalporto	54	2017	CEO of Guitar Center Holdings, Inc.	0	●					c
Thomas M. Davidson, Jr.	54	2017	Founder and CEO of Holt Street, Inc.	0	●			c	●	●
Mark Ernst	67	2022	Managing Partner of Bellevue Capital LLC	0	●	c	●
Robin Henderson	56	2014	Equity and Debt Financing Strategic Advisor	0	●	●		●
Steven Ozonian (Chairman of the Board of Directors)	70	2011	CEO of the Williston Financial Group	1	●		c
Scott Peyree	49	2025	President & Chief Executive Officer LendingTree, Inc.	0
Diego Rodriguez	56	2022	Executive Fellow with the Entrepreneurial Management Unit of Harvard Business School	0	●				c	●
Saras Sarasvathy	66	2015	Paul Hammaker Professor of Business Administration at University of Virginia’s Darden Graduate School of Business	0	●			●	●
G. Kennedy Thompson	75	2017	Former Partner of Aquiline Capital Partners	2	●	●	●			●
			Number of meetings in fiscal 2025			4	5	4	4	6

(1)	“C” indicates a committee chair.

LENDINGTREE 2026 Proxy Statement 4

Executive Compensation Highlights

We employ a number of practices that reflect our pay-for-performance compensation philosophy and related approach to executive compensation.

What we do			What we don’t do
✔	Tie a significant portion of named executive officers (“NEOs”) compensation over time to equity awards, the ultimate value of which is driven by our overall performance and valuation.	×	No guaranteed annual salary increases or bonuses.
✔	Grant performance-based equity incentive awards to our current CEO and late CEO with challenging performance hurdles.	×	No repricing of stock options without stockholder approval.
✔	Review NEO compensation annually, with the review conducted by our Compensation Committee that consists solely of independent directors.	×	No granting of discounted or reload stock options.
✔	Expressly prohibit payment of dividends on unvested equity awards.	×	No excise tax gross-up.
✔	Maintain stock ownership guidelines that cover our Chief Executive Officer (“CEO”) (6x base salary) and our other NEOs (1.5x-3x base salary).	×	No supplemental company paid retirement benefits.
✔	Maintain a clawback policy in accordance with Dodd-Frank clawback rules.

Our executive compensation programs are focused on aligning pay with performance:

Our CEO’s and NEO’s annual bonus award program and long-term equity awards are designed to encourage outstanding executive performance and to be aligned with stockholder interests.

Our late CEO’s salary and target bonus did not increase between 2017 and 2024, and the bonus payment was formulaic according to achievement of the pre-established EBITDA goal.

Our current CEO earned his bonus at 119% of target based on achievement of the challenging pre-established EBITDA goal in 2025, which was consistent with other NEOs (cash bonus for 2025 performance paid out in 2026). Our late CEO’s estate received a pro-rated bonus payout at 119% of target for his service to the Company from January 1, 2025 until his passing on October 12, 2025.

•	Our current CEO’s equity grants are heavily performance based with ambitious stock price hurdles.

•

We have a stock ownership policy for our executives. Under the policy, our NEOs are required to maintain minimum beneficial ownership of our stock equal to 6x of base salary for our CEO and 1.5x-3x of base salary for our other NEOs. The non-employee directors also have an ownership guideline of 5x their annual Board cash retainer.

•

We have a clawback policy which requires the Company to recover compensation received on or after October 2, 2023 erroneously awarded to any current or former Covered Executive (as defined in the Clawback Policy) in the event of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Covered Accounting Restatement”). The Clawback Policy requires the Company to recover the incremental portion of the incentive-based compensation received by such officer during the three completed fiscal years (together with any interim stub fiscal year period(s) of less than nine months resulting from Company’s transition to different fiscal year measurement dates) immediately preceding the date the Company is deemed (as determined pursuant to the immediately following sentence) to be required to prepare a Covered Accounting Restatement in excess of the amount that would have been paid or payable based on the restated financial results (without regard to any taxes paid), other than in limited circumstances in which an exception to such recovery applies. For more information on our Clawback Policy, refer to the “Our Compensation Policies and Practices” section on page 39.

LENDINGTREE 2026 Proxy Statement 5

Stockholder Engagement

At LendingTree, we strive to engage with stockholders on a consistent basis to better understand their perspectives and concerns. We hold investor days, develop investor outreach programs, and have direct communication channels with stockholders. We engage with our stockholders throughout the year to get their perspectives and feedback on various topics, which allows us to better understand their priorities and concerns. Among the topics which we engaged with our stockholders about are: financial results, financial outlook, corporate strategy and priorities, key initiatives across various business lines, our balance sheet and capital allocation philosophy, and executive compensation. Stockholders may at any time communicate with any of our directors by emailing us at GC@lendingtree.com.

See the Stockholder Engagement Process discussion in the Corporate Governance section on page 14 of this Proxy Statement for more detail about our stockholder engagement program.

Note about Forward-Looking Statements

This Proxy Statement contains “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements include statements related to our anticipated financial performance, business prospects and strategy; anticipated trends and prospects in the various industries in which our businesses operate; new products, services and related strategies; and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The use of words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements.

Actual results could differ materially from those contained in the forward-looking statements. Factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include those matters discussed in our 2025 Annual Report.

Other unknown or unpredictable factors that could also adversely affect our business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this Proxy Statement may not prove to be accurate. Accordingly, readers should not place undue reliance on these forward-looking statements, which only reflect the views of LendingTree, Inc.’s management as of the date of this Proxy Statement. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations, except as required by law.

LENDINGTREE 2026 Proxy Statement 6

Certain Relationships and Related Transactions

In fiscal 2025, we paid total compensation of $436,197.61 which is comprised of base salary, 401K contributions, cash incentive compensation and equity awards, to Megan Greuling. Ms. Greuling was the spouse of our then-Chairman and Chief Executive Officer, Douglas Lebda, and served as our Head of Corporate Communications and SEO. Mr. Lebda passed away on October 12, 2025. Ms. Greuling departed the Company in February 2026. The Compensation Committee determined Ms. Greuling’s compensation without input from Mr. Lebda.

LENDINGTREE 2026 Proxy Statement 7

Related Persons Transactions Policy

Our Board of Directors has adopted a written policy setting forth the procedures we undertake while reviewing and approving related person transactions. The policy covers any transaction, arrangement or relationship in which we are or will be a participant, the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest other than (a) employment relationships or transactions involving an executive officer and any related compensation solely resulting from such employment if such compensation was approved, or recommended to our Board of Directors for approval, by the Compensation Committee; (b) compensation for serving as a director; (c) payments arising solely from the ownership of our equity securities in which all holders of that class of equity securities received the same benefit on a pro rata basis; or (d) such other exclusions as may be permitted pursuant to applicable rules and regulations of the Securities and Exchange Commission (“SEC”) or any stock exchange upon which our common stock may then be listed.

Under the policy, “related person” means: (1) any of our directors, director nominees or executive officers; (2) any person who is known to be the beneficial owner of more than 5% of any class of our voting securities; (3) any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of, and/or any other person (other than a tenant or employee) sharing the household of, any person named in (2) or (3) above; (4) any firm, corporation or other entity or organization (profit or not-for-profit) for which any person named in (1)-(2) above serves as an employee, executive officer, partner or principal (or other similar position); and (5) any firm, corporation or other entity or organization (profit or not-for-profit) for which any person named in (1)-(2) above has a 5% or greater beneficial ownership interest.

Under the policy, all related person transactions where the amount involved exceeds $120,000 must be reviewed by either our Audit Committee or another independent body of our Board of Directors.

LENDINGTREE 2026 Proxy Statement 8

Corporate Governance

Corporate Governance Practices

LendingTree is committed to good corporate governance that aligns with stockholder interests. We maintain numerous policies and practices that demonstrate this commitment, including the following:

Board Practices, Composition, Accountability and Independence

Alignment with Stockholder Interests

• 89% of our director nominees are independent.

•    Strong independent Chairman with well-defined role.

• Annual election of directors.

• Majority vote for director elections.

• Annual Board and committee evaluations.

•  One vote per share.

• Not a controlled company.

• Do not require super majority vote to amend charter or bylaws.

• Executive compensation is focused on pay for performance.

• Stock ownership guidelines for directors and executive officers.

Board of Directors Responsibilities and Structure

ROLES

Our Board of Directors acts as an agent of LendingTree’s stockholders by closely monitoring the performance of LendingTree’s management. The Board of Directors primarily:

Assesses LendingTree’s financial and corporate governance performance to determine whether LendingTree’s policies and practices create value for LendingTree’s stockholders.

Approves significant acquisitions, divestitures and investments and associated financing, employee retention and compensation arrangements.

Oversees the determination of compensation, benefit and related plans, policies and agreements to be submitted to the stockholders for final approval.

The Board’s Role in Strategy

Board Role in Risk Oversight

Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to enhance long-term organizational performance and stockholder value. A fundamental part of risk management is not only understanding the risks we face, how those risks may evolve over time, and what steps management is taking to manage and mitigate those risks, but also understanding what level of risk tolerance is appropriate for us. Management is responsible for the day-to-day management of the risks we face, while our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our Board of Directors regularly reviews information regarding cybersecurity, marketing, operations, finance and business development as well as the risks associated with each. In addition, our Board of Directors discusses with management our strategies, key challenges, and risks and opportunities and receives a report on Sarbanes-Oxley compliance on at least an annual basis.

While our Board of Directors is ultimately responsible for risk oversight, committees of our Board of Directors also have been allocated responsibility for specific aspects of risk oversight. In particular, the Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, risk assessment, risk management, information security, and cyber security. Our Board of Directors and the Audit Committee regularly discuss with management the Company’s major risk exposures, their potential financial impact on the Company, and the steps taken to monitor and control those risks. The Compensation Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the risks arising from our compensation policies and programs. The Nominating and Corporate Governance Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the risks associated with Board organization, membership and structure, ethics and compliance, succession planning for our directors, and corporate governance.

Our full Board is responsible for overseeing material risks including risks relating to environmental or social matters, with the support of the Nominating and Corporate Governance Committee.

We believe the current leadership structure of the Board supports the risk oversight functions described above by providing independent leadership at each of the Audit Committee, Compensation Committee, Finance Committee, Technology and Product Advisory Committee, and Nominating and Corporate Governance Committee levels, with ultimate oversight by the full Board, as led by the Chairman.

LENDINGTREE 2026 Proxy Statement 9

Board Oversight

•	Regularly review and discuss significant risks with management, including through strategic discussions and reviews of annual operating plans, financial performance, merger and acquisition opportunities, market environment updates, and presentations on specific risks.

•	Consider regular reports from each committee regarding risk matters under its purview.

Audit Committee	Compensation Committee	Nominating and Governance Committee	Technology & Product Advisory Committee	Finance Committee

•  Maintains the integrity of our financial statements. • Assesses the effectiveness of our internal control over financial reporting. • Monitors the qualifications and independence of our independent registered public accounting firm. • Oversees the performance of our independent registered public accounting firm. • Ensures our compliance with legal and regulatory requirements. • Reviews cyber-security, data protection, and privacy policies. • Reviews, as necessary, related person transactions where the amount involved exceeds $120,000.	• Annually reviews and approves the base salaries and incentive opportunities of our executive officers and assures compliance with associated regulatory requirements. • Periodically reviews and approves our executive officers’ incentive awards and opportunities, employment agreements and severance arrangements, change-in-control agreements and special or supplemental compensation or benefits. • Reviews and makes recommendations to the Board with respect to the compensation and benefits of directors. • Monitors the ongoing administration of stockholder-approved plans, policies and agreements. • Gives an annual Compensation Committee Report. • Periodically reviews the Company’s management succession planning. • Administers our Clawback Policy.	•  Identifies, evaluates and recommends candidates for election to our Board of Directors. • Considers any director candidates recommended by our stockholders. • Oversees our corporate governance practices and procedures, including reviewing and recommending to the Board for approval any changes related to our corporate governance framework. • Reviews environmental, social and governance efforts that management has implemented to monitor and address the Company’s impact on environmental and social issues.	• Reviews and assesses, and assists the Board in reviewing and assessing, the Company’s product development strategy, innovation strategy, investments in and development of the Company’s technological development strategies. • Oversees long-range technology and product outlook, policies and objectives, including strategies, policies and programs related thereto.	• Reviews and assesses, and assists the Board in reviewing and assessing, potential acquisitions, divestitures and investments and related financing and strategies. • Oversees the Company’s capital structure, financial resources, financial issues of significance and financial risk to effectively support the Company’s long-term strategic and operational objectives.

BOARD OF DIRECTORS LEADERSHIP STRUCTURE

Our Board of Directors may elect one of its members to be Chairman of the Board and may fill any vacancy in the position of Chairman of the Board at such time and in such manner as the Board of Directors determines is appropriate. The Chairman of the Board may be, but need not be, employed by the Company. The Chairman of the Board presides at and leads all meetings of the Board of Directors.

Mr. Lebda served as our CEO and Chairman of our Board of Directors until October 13, 2025. Mr. Lebda was the founder of the Company and served as our CEO and Chairman of our Board of Directors since our August 2008 spin-off from IAC/InterActiveCorp.

On October 13, 2025, the independent members of our Board of Directors designated Steven Ozonian to serve as Chairman of the Board. Mr. Ozonian previously served as our Lead Independent Director. The Board of Directors determined that the Company would be well served by appointing a Chairman of the Board who is a non-employee and is independent (as such term is defined by the applicable rules of the Securities and Exchange Commission and Nasdaq Listing Rules). As the Chairman of the Board, Mr. Ozonian serves as a liaison between Company management and the other directors, and fosters free and open communication between the Board of Directors and management of the Company. The Chairman also assists in reviewing and setting agendas for the Board of Directors meetings and in overseeing the effectiveness of the Board of Directors meetings.

LENDINGTREE 2026 Proxy Statement 10

Role of Chairman of the Board

Mr. Ozonian’s responsibilities as Chairman of the Board include:

• Setting the agenda for Board of Directors meetings in consultation with the Chief Executive Officer. • Serving as liaison between the Board and senior management. • Overseeing the annual Board evaluation in consultation with the Chair of the Nominating and Corporate Governance Committee. • Being available to the Board of Directors to assume additional responsibilities, as may be requested from time to time. • Calling special meetings of the Board of Directors and stockholders. • Presiding at meetings of the Board, including executive sessions of non-executive directors, which occur at least quarterly. • Ensuring the Board of Directors receives adequate and timely information. • Being available for consultations and communications with major stockholders upon request.

BOARD OF DIRECTORS MEETINGS

The Board of Directors and its committees meet throughout the year on a set schedule and also hold special meetings and act by written consent from time to time as appropriate. The Board held five meetings during fiscal 2025.

ATTENDANCE AT BOARD OF DIRECTORS AND COMMITTEE MEETINGS

The Board of Directors expects that all directors will prepare for, attend and participate in all Board of Directors and applicable committee meetings, and will see that other commitments do not materially interfere with their service on the Board of Directors.

During fiscal 2025, all then-current directors attended at least 75% of the aggregate number of meetings of the Board of Directors and the committees on which they served. Mr. Lebda attended the 2025 virtual annual meeting of Stockholders. We encourage all directors to attend the 2026 virtual Annual Meeting.

Director Independence

Under the Listing Rules of the Nasdaq Stock Market, our Board of Directors has a responsibility to make an affirmative determination that those members of our Board of Directors that serve as independent directors do not have any relationships with the Company and its businesses that would impair their independence. In connection with these determinations, our Board of Directors reviews information regarding transactions, relationships and arrangements involving the Company and its businesses and each director that it deems relevant to independence, including those required by the Listing Rules of the Nasdaq Stock Market.

Our Board of Directors has determined that each of Mr. Dalporto, Mr. Davidson, Mr. Ernst, Ms. Henderson, Mr. Ozonian, Mr. Rodriguez, Ms. Sarasvathy and Mr. Thompson is an independent director within the meaning of the applicable Nasdaq standards.

Qualifications of Directors

Our Nominating and Corporate Governance Committee considers and recommends candidates for election to our Board of Directors as well as nominees for committee memberships and committee chairs to our Board of Directors. Each member of the Nominating and Corporate Governance Committee participates in the review of director candidates. The full Board of Directors makes final determinations on director nominees.

Our Board of Directors does not have specific requirements for eligibility to serve as a director of LendingTree. However, in evaluating candidates, regardless of how recommended, our Board of Directors considers whether the professional and personal ethics and values of the candidate are consistent with ours, whether the candidate’s experience and expertise would be beneficial to our Board of Directors in rendering its service to us, whether the candidate is willing and able to devote the necessary time and energy to the work of our Board of Directors and whether the candidate is prepared and qualified to represent the best interests of our stockholders.

LENDINGTREE 2026 Proxy Statement 11

In evaluating director candidates, the Chair of the Nominating and Corporate Governance Committee and other committee members may conduct interviews with certain candidates and make recommendations to the committee. Other members of our Board of Directors may also conduct interviews with director candidates upon request, and the Nominating and Corporate Governance Committee may retain, at its discretion, third-party consultants to assess the skills and qualifications of the candidates. Although our Board of Directors does not have a specific policy with respect to diversity, the Nominating and Corporate Governance Committee considers the extent to which potential candidates possess sufficiently diverse skill sets and diversity characteristics that would contribute to the overall effectiveness of our Board of Directors.

In identifying potential director candidates, the Nominating and Corporate Governance Committee seeks input from other members of our Board of Directors and executive officers, and may also consider recommendations by employees, community leaders, business contacts, third-party search firms and any other sources deemed appropriate by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will also consider director candidates recommended by other stockholders to stand for election at the annual meeting of stockholders so long as such recommendations are submitted in accordance with the procedures described below under the section “Stockholder Recommendations of Director Candidates.”

Stockholder Recommendations of Director Candidates

The Nominating and Corporate Governance Committee will evaluate candidates recommended by stockholders in the same manner as all other candidates brought to the attention of the Nominating and Corporate Governance Committee. Stockholders who wish to make such a recommendation should send the recommendation to GC@lendingtree.com. The subject line should read “Director Nominee Recommendation.” The recommendation must identify the sender as a stockholder, provide a brief summary of the candidate’s qualifications and experience, together with an indication that the recommended individual would be willing to serve (if elected). The email must also be accompanied by evidence of the sender’s stock ownership. Any director recommendations will be reviewed by the Corporate Secretary and, if deemed appropriate, forwarded to the Chairman of the Board for further review. If the Chairman of the Board believes that the candidate fits the qualifications of a director described above, then the recommendation will be shared with the entire Board of Directors.

Board Evaluation Process

Annually, our Board members complete an assessment of Board and committee performance. This assessment typically includes an evaluation of topics covered by the Board during the year, Board culture and structure, Board processes, and information received by the Board during the past year. The chair of the Nominating and Corporate Governance Committee, together with the Chairman, oversees this process. Board evaluation results are discussed with the full Board annually.

Board Committees and Charters

The Board has delegated certain responsibilities and authority to its five standing committees, as described below. Committees report regularly to the full Board on their activities and actions.

The Board currently has a standing Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Technology and Product Advisory Committee, and Finance Committee (formerly the Transactions Committee). Each committee has a charter that it reviews annually, making recommendations to our Board of Directors for any charter revisions that might be needed to reflect evolving best practices. The members of each of our committees are independent and appointed by the Board based on recommendations of the Nominating and Corporate Governance Committee. These committees have the opportunity to meet in closed session, without management present, during each committee meeting.

CURRENT MEMBERS

Audit Committee

Mark Ernst (Chair)*

Robin Henderson
G. Kennedy Thompson

NUMBER OF MEETINGS
HELD IN FISCAL 2025

*Mr. Ozonian served as the Chair of the Audit Committee until January 1, 2026.

The Audit Committee functions pursuant to a written charter adopted by our Board of Directors, a copy of which may be found at our website at https://investors.lendingtree.com/governance-documents (not hereby incorporated by reference). The Audit Committee is appointed by our Board of Directors to assist our Board of Directors with a variety of matters described in its charter, which include (1) maintaining the integrity of our financial statements, (2) assessing the effectiveness of our internal control over financial reporting, (3) monitoring the qualifications and independence of our independent registered public accounting firm, (4) overseeing the performance of our independent registered public accounting firm, (5) ensuring our compliance with legal and regulatory requirements, (6) reviewing our cyber-security, data protection, and privacy policies and (7) reviewing, as necessary, related person transactions where the amount exceeds $120,000.

Our Board has determined that each member of the Audit Committee is both independent (as defined under applicable Nasdaq listing standards and SEC rules related to audit committee members) and financially literate (as required by Nasdaq listing standards). The Board also has determined that each of Mr. Ernst and Mr. Thompson qualifies as an “audit committee financial expert” as defined by SEC rules and has “financial sophistication” in accordance with Nasdaq listing standards.

The Audit Committee held closed sessions with our independent registered public accounting firm, PricewaterhouseCoopers LLP, during all of its regularly scheduled meetings in fiscal 2025.

LENDINGTREE 2026 Proxy Statement 12

CURRENT MEMBERS

Compensation Committee

Steven Ozonian (Chair)

G. Kennedy Thompson
Mark Ernst

NUMBER OF MEETINGS
HELD IN FISCAL 2025

SEC Form DEF 14A filed by LendingTree Inc.