Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2024

LendingTree, Inc.

(Exact name of registrant as specified in charter)

Delaware

001-34063

26-2414818

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

1415 Vantage Park Dr., Suite 700, Charlotte, NC	28203
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (704) 541-5351

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		TREE		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 12, 2024, Trent Ziegler informed LendingTree, Inc. (the “Company”) of his intent to resign as Chief Financial Officer of the Company effective as of August 9, 2024. Mr. Ziegler’s resignation was not the result of any disagreement with the Company, any matter related to the Company’s operations, policies or practices, the Company’s management or the board.

On June 17, 2024, the board of directors of the Company appointed Jason Bengel, LendingTree, LLC’s Senior Vice President, Financial Planning and Analysis as Chief Financial Officer of the Company effective as of August 9, 2024.

Jason Bengel, 47, a Chartered Financial Analyst, has served as Senior Vice President, Financial Planning and Analysis of LendingTree, LLC since July 2021. From February 2018 until July 2021, he served as Vice President, Financial Planning and Analysis of LendingTree, LLC. Prior to joining LendingTree, LLC, Mr. Bengel served in various capacities including Vice President, Financial Planning and Analysis of Outbrain, a web recommendation platform; Vice President, Treasury and Corporate Development, Director, Corporate Development, and Manager, Financial Planning and Analysis of Revlon, a beauty company; Associate of Goldman Sachs, an investment banking, securities and investment management firm; and Senior Financial Analyst of Air Products, a company selling gases and chemicals for industrial use. Mr. Bengel also previously worked as a structural engineer. In addition, since August 2021, Mr. Bengel has served as a board member of Urban League of Central Carolinas, a nonprofit agency whose mission is to advocate for and equip underserved communities with the tools needed to achieve social and economic equality.

In connection with the additional duties that Mr. Bengel will be responsible for during the transition period, effective as of June 17, 2024, Mr. Bengel will receive a base salary of $350,000 per year and may be entitled to an annual bonus with a target amount equal to 50% of his base salary. In addition, Mr. Bengel may be entitled to receive an annual equity award at the Company’s sole discretion.

There are no family relationships between Mr. Bengel and any of our directors or executive officers. Except as set forth herein, there is no arrangement or understanding between Mr. Bengel and any other persons pursuant to which Mr. Bengel was appointed an executive officer of the Company. There are no related party transactions involving Mr. Bengel that are reportable under Item 404(a) of Regulation S-K.

Item 8.01 Other Events.

On June 18, 2024, the Company issued a press release with respect to the resignation of Trent Ziegler as Chief Financial Officer of the Company and appointment of Jason Bengel as Chief Financial Officer of the Company to be effective as of August 9, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release dated June 18, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 18, 2024
	LENDINGTREE, INC.

	By:	/s/ Heather Novitsky
		Heather Novitsky
		Corporate Secretary

Exhibit 99.1

LendingTree Announces Chief Financial Officer Transition, Additional Leadership Promotions
Company to exceed Q2 revenue guidance and maintains Adjusted EBITDA outlook

CHARLOTTE, N.C., June 18, 2024 /PRNewswire/ -- LendingTree, Inc. (NASDAQ: TREE), is the parent of LendingTree, LLC and several companies owned by LendingTree, LLC (collectively, "LendingTree" or the "Company") and the operator of LendingTree.com, the nation's leading online financial services marketplace, announces the promotion of Jason Bengel to Chief Financial Officer following the departure of Trent Ziegler on August 9, 2024. Along with this change, LendingTree is also announcing several leadership changes to further propel the Company's strategic initiatives and growth trajectory.

After 12 years of exceptional service, Trent Ziegler will be stepping down from his position to pursue a new opportunity outside the Company. Ziegler leaves behind a legacy of strong shareholder relationships, optimized cost structure and the successful execution of complex financing initiatives.

Jason Bengel, an integral member of LendingTree’s management team and a Chartered Financial Analyst, will step into the CFO role effective as of August 9, 2024. Bengel's expertise in financial planning and analysis, coupled with his dedication to operational efficiency and deep understanding of LendingTree’s business lines, position him well to drive LendingTree's financial strategies forward.

“Jason’s leadership and insights have been instrumental in enhancing the Company’s reporting standards and bringing discipline to the organization's operations, both of which will be crucial as we continue to efficiently scale the business,” said Doug Lebda, LendingTree Chairman and CEO. "We are grateful for Trent's exceptional contributions to LendingTree and wish him ample success in his new role. While Trent will be missed among our team, I am incredibly confident in Jason’s skilled expertise and in his ability to lead our finance team to drive operational excellence.”

Additionally, effective immediately, Sarah Guidry will expand her role into SVP of Analytics and Corporate Strategy. Guidry has been leading LendingTree's Analytics function since 2021, and as part of this move, her responsibilities expand into LendingTree's strategy work, including the new AI lab, underscoring the Company’s commitment to data-driven decision making. Lebda adds “I’ve seen first-hand how Sarah can take ambiguous processes and improve them for greater clarity and accountability. This move more closely aligns analytics and strategy, enabling us to make smarter prioritization decisions. I’m incredibly excited to see what she can accomplish in this new role.”

Finally, also effective immediately, Andrew Wessel will be taking on a larger role as SVP of Investor Relations and Corporate Development. Wessel will continue to strengthen LendingTree’s relationships with shareholders, banks, and other capital market participants. “Andrew’s experience as an equity research analyst and hedge fund investor provides a unique and essential skillset to LendingTree, and he has a proven track record at the Company of driving shareholder value,” continued Lebda.

As LendingTree embarks on this new chapter, the Company believes it remains poised for continued success and strategic innovation.

Second-quarter 2024 Outlook

In the second quarter we anticipate revenue will be above the previously forecasted range of $175 - $190 million, and we reiterate our published second quarter variable marketing margin and adjusted EBITDA outlook of $70 - $76 million and $22 – $26 million, respectively.

About LendingTree, Inc.

LendingTree is one of the nation's largest, most experienced online financial platforms, created to give consumers the power to win financially. LendingTree provides customers with access to the best offers on loans, credit cards, insurance and more through its network of over 400 financial partners. Since its founding, LendingTree has helped millions of customers obtain financing, save money, and improve their financial and credit health in their personal journeys. With a portfolio of innovative products and tools and personalized financial recommendations, LendingTree helps customers achieve everyday financial wins.

LendingTree, Inc. is headquartered in Charlotte, NC. For more information, please visit www.lendingtree.com.

Cautionary Language Concerning Forward-Looking Statements

The matters contained in this press release may be considered to be "forward-looking statements" within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in Company’s reports that it files from time to time with the Securities and Exchange Commission (“SEC”) and which you should review, including those statements under “Item 1A – Risk Factors” in the Company’s Annual Report on Form 10-K, as may be amended from time to time by other reports the Company files with the SEC. These forward-looking statements should not be relied upon as predictions of future events and the Company cannot assure you that the events or circumstances discussed or reflected in these statements will be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy may be material. You should not regard these statements as a representation or warranty by the Company or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law.

Cover	Jun. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 12, 2024
Entity File Number	001-34063
Entity Registrant Name	LendingTree, Inc.
Entity Central Index Key	0001434621
Entity Tax Identification Number	26-2414818
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1415 Vantage Park Dr.
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28203
City Area Code	(704)
Local Phone Number	541-5351
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	TREE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false