The Company currently has two active plans; the LendingTree 2023 Stock Plan (the “Equity Award Plan”) and the LendingTree 2023 Inducement Grant Plan (the "Inducement Plan"), under which future awards may be granted. The Equity Award Plan currently covers outstanding stock options to acquire shares of the Company's common stock, restricted stock, restricted stock with performance conditions, RSUs and RSUs with performance conditions, and provides for the future grants of these and other equity awards. Under the Equity Award Plan and the Inducement Plan, the Company is authorized to grant stock options, restricted stock, RSUs, and other equity-based awards for up to 3.1 million and 0.1 million, respectively, of LendingTree shares of common stock to employees, and, under the Equity Plan only, to non-employee consultants and directors.

The Equity Award Plan and Inducement Plan each have a stated term of ten years and provides that the exercise price of stock options granted will not be less than the market price of the common stock on the grant date. The Equity Award Plan and Inducement Plan do not specify grant dates or vesting schedules, as those determinations are delegated to the Compensation Committee of the board of directors. Each grant agreement reflects the vesting schedule for that particular grant, as determined by the Compensation Committee. The Compensation Committee has the authority to modify the vesting provisions of an award.

Non-cash compensation related to equity awards is included in the following line items in the accompanying consolidated statements of operations and comprehensive income (loss) (in thousands):


	Year Ended December 31,
	2025		2024		2023
Cost of revenue	$	173	$	297	$	396
Selling and marketing expense	2,637		3,303		5,267
General and administrative expense	23,672		20,478		25,180
Product development	2,720		4,501		6,333
Restructuring and severance	255		—		2,506
Total non-cash compensation	$	29,457	$	28,579	$	39,682

In 2025, non-cash compensation within general and administrative expense includes $5.8 million of expense due to the acceleration of certain equity awards associated with our previous Founder and Chief Executive Officer.

For the years ended December 31, 2025, 2024, and 2023, the Company recognized $3.4 million, $4.7 million, and $7.4 million, respectively, of income tax benefit, including state taxes, related to non-cash compensation. Additionally, for the year ended December 31, 2025, 2024, and 2023 the Company recognized excess tax expense of $0.9 million, $4.4 million, and $7.8 million, respectively.

A summary of changes in outstanding stock options is as follows:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value(a)
		(per option)		(in years)	(in thousands)
Outstanding at December 31, 2024	371,386	$	226.17
Granted	—	—
Exercised	—	—
Forfeited	—	—
Expired	(11,909)	144.89
Outstanding at December 31, 2025	359,477	$	228.86	2.51	$	—
Options exercisable	359,477	$	228.86	2.51	$	—

(a)The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $53.09 on the last trading day of 2025 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on December 31, 2025. The intrinsic value changes based on the market value of the Company's common stock.

Upon exercise, the intrinsic value represents the pre-tax difference between the Company's closing stock price on the exercise date and the exercise price, multiplied by the number of stock options exercised. During the years ended December 31, 2025 and 2023, there were no stock options exercised. During the year ended December 31, 2024, the total intrinsic value of stock options that were exercised was $4.2 million. Cash received from stock option exercises was $1.4 million and there was no related actual tax benefit realized due to the valuation allowance against net deferred tax assets for the year ended December 31, 2024.

During the years ended December 31, 2025, 2024 and 2023, the total grant date fair value of options vested was $5.7 million, $6.0 million and $11.9 million, respectively.


	Number of Options with Market Conditions	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value(a)
		(per option)		(in years)	(in thousands)
Outstanding at December 31, 2024	699,312	$	227.74
Granted	—	—
Exercised	—	—
Forfeited	—	—
Expired	(217,643)	300.00
Outstanding at December 31, 2025	481,669	$	195.10	0.78	$	—
Options exercisable	481,669	$	195.10	0.78	$	—

In December 2020, the Company granted graded-vesting stock options with a market condition to its former Chairman and Chief Executive Officer at a premium exercise price of $300, representing an approximate 25% premium over the closing market price of LendingTree's common stock on the date of grant. The performance measurement period ended on March 31, 2025 and the target number of shares expired, as reflected in the table above.

A summary of changes in outstanding nonvested RSUs is as follows:


	RSUs
	Number of Units	Weighted Average Grant Date Fair Value
		(per unit)
Nonvested at December 31, 2024	569,460	$	46.37
Granted (a)	561,615	42.31
Vested	(369,294)	50.21
Forfeited	(41,321)	41.29
Nonvested at December 31, 2025	720,460	$	41.50

As of December 31, 2025, there was approximately $19.6 million of unrecognized compensation cost related to RSUs. These costs are expected to be recognized over a weighted-average period of approximately 1.7 years.


	RSUs with Market Conditions (a)
	Number of Units	Weighted Average Grant Date Fair Value
		(per unit)
Nonvested at December 31, 2024	46,000	$	35.24
Granted	145,000	36.46
Vested	(60,527)	35.66
Forfeited	(51,473)	33.34
Nonvested at December 31, 2025	79,000	$	38.39

(a)During the year ended December 31, 2025, the Company granted RSUs with market conditions that will vest if the Company's 90 trading day average closing stock prices equals or exceeds certain price hurdles ($60.00, $75.00 and $90.00) during the performance period of March 10, 2025 to March 10, 2029, and granted RSUs with market conditions that will vest if the Company's 90 trading day average closing stock prices equals or exceeds certain price hurdles ($75.00 and $90.00) during the performance period of December 31, 2025 to December 31, 2028. Upon achievement of each price hurdle, one-half of the awards will vest upon the later of the achievement date or the one-year anniversary of the grant date, and the other half of the awards will vest on the first anniversary of the achievement date.

For purposes of determining stock-based compensation expense, the weighted average grant date fair value per share of the RSUs with market conditions was estimated using the Monte Carlo simulation model, which requires the use of various key assumptions.


	Year Ended December 31,
	2025	2024
Expected term (1)	3.00 - 4.00 years	5.00 years
Expected volatility (2)	74.09% - 75.11%	68.06	%
Risk-free interest rate (3)	3.52% - 3.91%	4.13	%
Expected dividend (4)	—	—

(3)The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards in effect at the grant date.

(4)For all RSUs with market conditions granted, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate.

As of December 31, 2025, there was approximately $2.6 million of unrecognized compensation cost related to RSUs with market conditions. These costs are expected to be recognized over a weighted-average period of approximately 2.6 years.

The Company has an employee stock purchase plan (“ESPP”), under which a total of 262,731 shares of the Company's common stock were reserved for issuance. The ESPP is a tax-qualified plan under Section 423 of the Internal Revenue Code. Under the terms of the ESPP, eligible employees are granted options to purchase shares of the Company's common stock at

85% of the lesser of (1) the fair market value at time of grant or (2) the fair market value at time of exercise. The offering periods and purchase periods are typically 6-month periods ending on June 30 and December 31 of each year.

During the year ended December 31, 2025, 42,270 shares were purchased under the ESPP at a weighted average purchase price of $31.97 per share, resulting in cash proceeds of $1.4 million. During the year ended December 31, 2024, 45,690 shares were purchased under the ESPP at a weighted average purchase price of $28.10 per share, resulting in cash proceeds of $1.3 million. During the year ended December 31, 2023, 64,549 shares were purchased under the ESPP at a weighted average price of $19.03 per share, resulting in cash proceeds of $1.2 million. As of December 31, 2025 and 2024, 74,304 and 116,574 shares, respectively, were available for issuance under the ESPP.

For the years ended December 31, 2025, 2024 and 2023, the Company granted Employee Stock Purchase Rights to certain employees with a weighted average grant date fair value per share of $14.00, $12.68 and $8.51, respectively, calculated using the Black-Scholes option pricing model. For purposes of determining stock-based compensation expense, the grant date fair value per share estimated using the Black-Scholes option pricing model required the use of the following key assumptions:


	Year Ended December 31,
	2025	2024	2023
Expected term (1)	0.50 years	0.50 years	0.50 years
Expected dividend (2)	—	—	—
Expected volatility (3)	71% - 79%	78% - 82%	82%
Risk-free interest rate (4)	4.24% - 4.29%	5.28% - 5.33%	4.76% - 5.50%

(4)The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the Employee Stock Purchase Rights, in effect at the grant date.