EARNINGS PER SHARE and SHAREHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2025

EARNINGS PER SHARE and SHAREHOLDERS' EQUITY

Basic net income (loss) per share attributable to common shareholders is calculated by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) per share is calculated by dividing net income (loss), adjusted on an if-converted basis for the period, by the weighted-average number of shares outstanding and potentially dilutive common stock outstanding during the period.

The following table presents the calculation of basic and diluted net income (loss) per share for the periods presented (in thousands, except per share amounts):


	Year Ended December 31,
	2025		2024		2023
Numerator:
Net income (loss)	$	151,308	$	(41,704)	$	(122,404)
Add back interest expense, net of tax attributable to assumed conversion of convertible senior notes	234		—		—
Net income (loss) attributable to common stockholders-diluted	$	151,542	$	(41,704)	$	(122,404)

Weighted average basic common shares	13,584		13,269		12,941
Effect of stock options	—		—		—
Effect of dilutive share awards	358		—		—
Dilutive effect of assumed conversion of convertible senior notes	120		—		—
Weighted average diluted common shares	14,062		13,269		12,941

Net income (loss) attributable to common shareholders-basic	$	11.14	$	(3.14)	$	(9.46)
Net income (loss) attributable to common shareholders-diluted	$	10.78	$	(3.14)	$	(9.46)

For the year ended December 31, 2025 the weighted average shares that were anti-dilutive included options to purchase 0.8 million shares of common stock and an immaterial amount of restricted stock units.

For the year ended December 31, 2024, the Company had a net loss and, as a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share, because the impact would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding was used to compute loss per share. Approximately 0.2 million shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the year ended December 31, 2024 because their inclusion would have been anti-dilutive. For the year ended December 31, 2024 the weighted average shares that were anti-dilutive included options to purchase 0.9 million shares of common stock and an immaterial amount of restricted stock units.

For the year ended December 31, 2023, the Company had a net loss and, as a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share, because the impact would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding was used to compute loss per share. An immaterial amount of shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the year ended December 31, 2023 because their inclusion would have been anti-dilutive. For the year ended December 31, 2023, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 1.2 million shares of common stock and 0.5 million restricted stock units.

The convertible notes and the warrants issued by the Company could have been converted into the Company’s common stock, subject to certain contingencies. These convertible notes were settled in 2025 and the warrants have expired and are no longer outstanding. See Note 13—Debt for additional information. The if-converted method is used for diluted net income per share calculation of our convertible notes.

Approximately 0.6 million shares related to the potentially dilutive shares of the Company's common stock associated with the 0.50% Convertible Senior Notes due July 15, 2025 were excluded from the calculation of diluted loss per share for the year ended December 31, 2024 because their inclusion would have been anti-dilutive. Approximately 1.2 million shares related to the potentially dilutive shares of the Company's common stock associated with the 0.50% Convertible Senior Notes due July 15, 2025 were excluded from the calculation of diluted loss per share for the year ended December 31, 2023 because their

inclusion would have been anti-dilutive. Shares of the Company's stock associated with warrants issued by the Company in 2020 were excluded from the calculation of diluted income (loss) per share for the years ended December 31, 2025, 2024, and 2023 because their inclusion would have been anti-dilutive.

See Note 11—Stock-Based Compensation for a full description of outstanding equity awards.

Equity Distribution Agreement

In July 2024, the Company entered into an Equity Distribution Agreement in connection with the establishment of an ATM Equity Program under which the Company may sell up to an aggregate of $50.0 million of shares of the Company's common stock. No sales were made under the Equity Distribution Agreement during the years ended December 31, 2025 and 2024.

Common Stock Repurchases

The Company has a plan authorized for the repurchase of LendingTree's common stock. The Company did not purchase shares of its common stock during the years ended December 31, 2025, 2024, and 2023. At December 31, 2025, $96.7 million remains authorized for share repurchase.