LendingTree (TREE) risk factors, FY2025 10-K

LendingTree's FY2025 10-K, filed Mar 09, 2026, lists 47 risk factors in 5 groups. Against the prior year's 55: 4 new, 12 dropped, 11 substantially reworded.

Risk factors listed
475 groups
New this year
4vs 55 last year
Dropped
12since the prior 10-K
Substantially reworded
11of those kept
Section length
19k wordsItem 1A

What the changes say

  • Personal loan marketplace performance and unsecured debt risks are newly highlighted for QuoteWizard.
  • Artificial intelligence tools now pose disintermediation threats to the marketplace model.
  • Changes in key leadership, credit facilities, and tax loss carryforwards altered financial risk profiles.

What changed since the prior 10-K

New

  • NewRisks Related to our Business

    If the QuoteWizard business is impacted by the risks described above, then our results of operations and future growth prospects could be materially and adversely affected

    LendingTree faces risks if lenders reduce unsecured personal loan offerings on its marketplace due to higher interest rates.

  • NewRisks Related to Our Industry

    existing competitors have greater capital or more diversified product offerings, which they may leverage through strategic acquisitions or other means to our disadvantage. New entrants may be able to innovate or respond to consumer and Network Partner demand more quickly than we can

    AI and large language models threaten LendingTree by enabling consumers to bypass comparison marketplaces and connect directly with lenders.

  • NewRisks Related to Legal, Compliance and Regulation

    businesses by governmental agencies and/or litigation by consumers, which could materially and adversely affect our business, financial condition and results of operations and our brand

    Marketing activities are strictly regulated by federal agencies like the FTC, FCC, and CFPB, exposing the company to investigations and litigation.

  • NewRisks Related to an Investment in our Common Stock

    Prior to his passing in 2025, our former Chairman and Chief Executive Officer owned a substantial portion of our outstanding common stock. His heirs and successors may exert substantial voting control over corporate matters

    Following the passing of former CEO Douglas Lebda in 2025, his heirs and successors hold a substantial portion of common stock voting power.

Dropped

  • DroppedRisks Related to our Business

    Our insurance agency businesses pose unique risks that may have a material adverse impact on our results of operations

  • DroppedRisks Related to our Business

    Trends in the credit card industry, as well as the impact of the general economy on the ability of users to qualify for credit cards, could harm our business, financial condition and results of operations

  • DroppedRisks Related to our Business

    We rely on the performance of highly skilled personnel and if we are unable to attract, retain, develop and motivate well-qualified employees, our business and results of operations could be harmed

  • DroppedRisks Related to our Business

    available as a delayed draw term loan until March 27, 2025. As of December 31, 2024, we had $115.6 million borrowings outstanding under the 2024 Term Loan

  • DroppedRisks Related to our Business

    As security for its obligations under the facility, we granted a security interest to substantially all of our assets and the assets of our material subsidiaries, subject to certain exceptions

  • DroppedRisks Related to Legal, Compliance and Regulation

    security worldwide is continuously evolving and developing and, as a result, interpretation and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future

  • DroppedRisks Related to an Investment in our Common Stock

    One holder of our common stock owns a substantial portion of our outstanding common stock, which concentrates voting control and limits your ability to influence corporate matters

    Unique risks of Property and Casualty insurance agency businesses.

  • DroppedRisks Related to an Investment in our Common Stock

    The conditional conversion feature of our outstanding convertible senior notes, if triggered, may adversely affect our financial condition and operating results

  • DroppedRisks Related to an Investment in our Common Stock

    We may not have the ability to raise the funds necessary to settle conversions of the Notes in cash or to repurchase the Notes upon a fundamental change and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Notes

    Credit card industry trends and issuer risk appetite.

  • DroppedRisks Related to an Investment in our Common Stock

    We may not have the ability to pay off the Notes with our current cash and future cash flow, combined with our borrowing capacity under our current Credit Facility and 2024 Term Loan, or raise the funds necessary to pay off the Notes upon their maturity in July 2025

  • DroppedRisks Related to an Investment in our Common Stock

    Our hedge and warrant transactions may affect the value of the Notes and our common stock

  • DroppedRisks Related to an Investment in our Common Stock

    If the fair value of our equity investments decrease, we will be required to record a significant charge to earnings

Reworded

  • 94% rewrittenRisks Related to Legal, Compliance and Regulation

    Failure to comply with past, existing or new laws, rules and regulations, or to obtain and maintain required licenses, could materially and adversely affect our business, financial condition and results of operations

    Added business interruptions in certain jurisdictions as a potential consequence of regulatory non-compliance.

  • 78% rewrittenRisks Related to our Business

    If we fail to manage our people through the changes caused by the economic challenges, our business and results of operations could be harmed

    Added risk regarding the inability to replace key personnel following headcount reductions.

  • 74% rewrittenRisks Related to Legal, Compliance and Regulation

    Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited

    Updated federal NOLs to $148.8 million and state NOLs to $423.1 million as of December 31, 2025.

  • 70% rewrittenRisks Related to our Business

    We have incurred significant operating losses in the past and we may not be able to generate sufficient revenue to be profitable over the long term

    Updated accumulated deficit to $728.1 million and referenced the 2025 Credit Facility instead of the 2024 term loan.

  • 57% rewrittenRisks Related to our Business

    A significant portion of our total revenue is derived from one Network Partner and our results of operations could be adversely affected if we lose significant business from this Network Partner

    Updated customer concentration to show one Network Partner accounted for 27% of revenue in 2025, down from two partners totaling 33%.

    Was: A significant portion of our total revenue is derived from two Network Partners and our results of operations could be adversely affected if we lose significant business from either of these Network Partners

  • 44% rewrittenRisks Related to our Business

    If we are unable to continually enhance our products and services and adapt them to technological changes and consumer and Network Partner needs, we may lose market share and revenue and our business could suffer

    Added the need to implement new products and services to keep pace with technological developments.

  • 41% rewrittenRisks Related to our Business

    We depend on search engines, online advertising and other online sources to attract visitors to our websites, and if we are unable to attract these visitors and convert them into consumer requests for our Network Partners in a cost-effective manner, our business and financial results may be harmed

    Added artificial intelligence overviews alongside organic searches as factors affecting website traffic acquisition.

  • 37% rewrittenRisks Related to an Investment in our Common Stock

    We cannot guarantee that our stock repurchase program will be fully consummated or that it will enhance long-term stockholder value

    Replaced references of the 2024 Term Loan with the 2025 Credit Facility regarding stock repurchase limitations.

  • 37% rewrittenRisks Related to Legal, Compliance and Regulation

    If our Network Partners fail to produce required documents for examination by, or other affiliated parties fail to make certain filings with, state regulators, we may be subject to fines, forfeitures and the revocation of required licenses

  • 29% rewrittenRisks Related to Legal, Compliance and Regulation

    If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate consolidated financial statements or comply with applicable regulations could be impaired

  • 23% rewrittenRisks Related to an Investment in our Common Stock

    We do not intend to pay any cash dividends on our common stock in the foreseeable future

All 47 risk factors

Headings as the filing states them, in filing order.

Risks Related to our Business

  1. 01Adverse conditions in the primary and secondary mortgage markets, as well as the general economy, have had and could continue to have a material adverse effect on our business, financial condition and results of operations
  2. 02We depend on the financial strength of our Network Partners and our relationships with them, and any adverse changes in these relationships could adversely affect our business, financial condition and results of operations
  3. 03Any adverse changes in relationships with our Network Partners, or failure to meet certain metrics required by Network Partners, could adversely affect our business
  4. 04We depend on search engines, online advertising and other online sources to attract visitors to our websites, and if we are unable to attract these visitors and convert them into consumer requests for our Network Partners in a cost-effective manner, our business and financial results may be harmed41% rewritten
  5. 05Economic conditions, including changes in the consumer lending and insurance markets could harm our business, financial condition and results of operations
  6. 06Our insurance business, QuoteWizard, is significant to our revenue, and operational issues in this business could have a material impact on our results of operations
  7. 07If the QuoteWizard business is impacted by the risks described above, then our results of operations and future growth prospects could be materially and adversely affectedNew
  8. 08Our small business loans are a significant product within our Consumer segment and there are risks specific to this product that could have a material impact on our results of operations
  9. 09If we are unable to continually enhance our products and services and adapt them to technological changes and consumer and Network Partner needs, we may lose market share and revenue and our business could suffer44% rewritten
  10. 10Additionally, our interaction with our Network Partners is dependent on the technology and services we offer to these customers. Our inability to offer competitive technology solutions to support our Network Partners could have a negative impact on our business
  11. 11Some of our products are new to the market and may fail to achieve or maintain customer acceptance and profitability
  12. 12If consumers do not find value in our platforms, or do not like the consumer experience on the platforms, the number of matches on our platforms may decline, which would harm our business, financial condition and results of operations
  13. 13We improve our products and services in ways that forego short-term gains
  14. 14We may be unable to make acquisitions, successfully integrate acquired companies into our business, or our acquisitions may not meet our expectations, any of which would adversely affect our business, financial condition, and results of operations
  15. 15Other acquisitions or strategic investments that we pursue may not be successful and could disrupt our business and harm our financial condition
  16. 16Our financial condition and results of operations have been and may continue to be adversely affected by public health issues, including epidemics or pandemics such as COVID-19
  17. 17If we fail to manage our people through the changes caused by the economic challenges, our business and results of operations could be harmed78% rewritten
  18. 18Network Partners on our marketplaces may not provide competitive levels of service to consumers, which could materially and adversely affect our brands and businesses and their ability to attract consumers
  19. 19A significant portion of our total revenue is derived from one Network Partner and our results of operations could be adversely affected if we lose significant business from this Network Partner57% rewritten
  20. 20We have incurred significant operating losses in the past and we may not be able to generate sufficient revenue to be profitable over the long term70% rewritten

Risks Related to Our Industry

  1. 21existing competitors have greater capital or more diversified product offerings, which they may leverage through strategic acquisitions or other means to our disadvantage. New entrants may be able to innovate or respond to consumer and Network Partner demand more quickly than we canNew

Risks Related to our Operations

  1. 22Our success depends, in part, on the integrity of our systems and infrastructures. System interruption and the lack of integration and redundancy in these systems and infrastructures may have a material and adverse impact on our business, financial condition and results of operations

Risks Related to Legal, Compliance and Regulation

  1. 23Failure to comply with past, existing or new laws, rules and regulations, or to obtain and maintain required licenses, could materially and adversely affect our business, financial condition and results of operations94% rewritten
  2. 24businesses by governmental agencies and/or litigation by consumers, which could materially and adversely affect our business, financial condition and results of operations and our brandNew
  3. 25Failure to obtain proper business licenses or other documentation or to otherwise comply with local laws and requirements regarding marketing, sales or services, may result in civil or criminal penalties and restrictions on our ability to conduct business in that jurisdiction
  4. 26Unanticipated changes in tax legislation, effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition
  5. 27Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited74% rewritten
  6. 28We may become subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business
  7. 29We may fail to adequately obtain, maintain, enforce and protect our intellectual property and similar proprietary rights or may be accused of infringing, misappropriating or otherwise violating intellectual property or similar proprietary rights of third parties
  8. 30In the ordinary course of business, we are party to litigation involving contract, intellectual property and a variety of other claims, which could adversely affect our business and financial condition
  9. 31Our reputation, ability to do business and consolidated financial statements may be harmed by improper conduct by our business partners
  10. 32If our Network Partners fail to produce required documents for examination by, or other affiliated parties fail to make certain filings with, state regulators, we may be subject to fines, forfeitures and the revocation of required licenses37% rewritten
  11. 33If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate consolidated financial statements or comply with applicable regulations could be impaired29% rewritten
  12. 34We may be exposed to liabilities under the Foreign Corrupt Practices Act (“FCPA”), which could have a material adverse effect on our business
  13. 35Changes in the regulation of the Internet, mobile carriers and their partners could negatively affect our business
  14. 36The possibility of additional future regulations, changing rule interpretations and examinations by regulatory agencies may result in more stringent compliance standards and could adversely affect the results of our operations

Risks Related to an Investment in our Common Stock

  1. 37Fluctuations in our operating results, quarter-to-quarter earnings and other factors may result in significant decreases in the price of our common stock
  2. 38If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline
  3. 39Prior to his passing in 2025, our former Chairman and Chief Executive Officer owned a substantial portion of our outstanding common stock. His heirs and successors may exert substantial voting control over corporate mattersNew
  4. 40The market price of our common stock could decline as a result of sales by our existing stockholders in the market, or the perception that these sales could occur. These sales might also make it more difficult for us to sell equity securities at a time and price that we deem appropriate
  5. 41Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit attempts by stockholders to replace or remove members of our board of directors and our current management and could negatively impact the market price of our common stock
  6. 42We do not intend to pay any cash dividends on our common stock in the foreseeable future23% rewritten
  7. 43Our financial results fluctuate as a result of seasonality, which may make it difficult to predict our future performance and may adversely affect our common stock price
  8. 44We may need additional equity, debt or other financing in the future, which we may not be able to obtain on acceptable terms, or at all, and any additional financing may result in restrictions on our operations or substantial dilution to our stockholders
  9. 45We cannot guarantee that our stock repurchase program will be fully consummated or that it will enhance long-term stockholder value37% rewritten
  10. 46If our goodwill or indefinite-lived intangible assets become impaired, we may be required to record a significant charge to earnings
  11. 47Charges to earnings resulting from acquisitions may adversely affect our operating results

Other LendingTree 10-Ks

  • FY2024 10-K risk factors
    55 risks

    Mortgage and interest rate volatility heavily impact network partner performance and lead generation volume. High revenue concentration in two network partners creates significant operational vulnerability. Substantial accumulated deficit, ongoing operating losses, and strict debt covenants threaten financial stability.

    Filed Mar 07, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.