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 1.6 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,
	2024		2023		2022
Cost of revenue	$	297	$	396	$	1,608
Selling and marketing expense	3,303		5,267		8,282
General and administrative expense	20,478		25,180		40,233
Product development	4,501		6,333		8,418
Restructuring and severance	—		2,506		1,083
Total non-cash compensation	$	28,579	$	39,682	$	59,624

For the years ended December 31, 2024, 2023, and 2022, the Company recognized $4.7 million, $7.4 million, and $12.0 million, respectively, of income tax benefit, including state taxes, related to non-cash compensation. Additionally, for the year ended December 31, 2024, 2023, and 2022 the Company recognized excess tax expense of $4.4 million, $7.8 million, and $5.1 million, respectively. See Note 2—Significant Accounting Policies, for additional information regarding excess tax benefits and deficiencies.

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, 2023	734,775	$	150.74
Granted	—	—
Exercised	(257,155)	26.00
Forfeited	(2,798)	113.27
Expired	(103,436)	191.03
Outstanding at December 31, 2024	371,386	$	226.17	5.60	$	—
Options exercisable	306,041	$	224.68	5.43	$	—

(a)The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $38.75 on the last trading day of 2024 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, 2024. The intrinsic value changes based on the market value of the Company's common stock.

As of December 31, 2024, there was approximately $4.5 million of unrecognized compensation cost related to stock options. These costs are expected to be recognized over a weighted-average period of approximately 1.3 years.

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, 2023 and 2022, 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 full valuation allowance against net deferred tax assets for the year ended December 31, 2024.

During the years ended December 31, 2024 and 2023, there were no stock options granted. During the year ended December 31, 2022, the Company granted stock options with a weighted average grant date fair value per share of $53.21, of which the vesting periods include (a) immediately upon grant, (b) earlier of one year from grant date and the Company's annual meeting of stockholders for 2023, and (c) 33% over a period of three years from the grant date.

For purposes of determining stock-based compensation expense, the weighted average grant date fair value per share of the stock options was estimated using the Black-Scholes option pricing model, which requires the use of various key assumptions. The weighted average assumptions used are as follows:


	Year Ended December 31,
	2024	2023	2022
Expected term (1)	—	—	5.00 - 6.00 years
Expected dividend (2)	—	—	—
Expected volatility (3)	—	—	53% - 56%
Risk-free interest rate (4)	—	—	1.62% - 3.23%

(1)The expected term of stock options granted was calculated using the 'Simplified Method', which utilizes the midpoint between the weighted average time of vesting and the end of the contractual term. This method was utilized for the stock options due to a lack of historical exercise behavior by the Company's employees.

(2)For all stock options granted during the year ended December 31, 2022, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate.

(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 awards, in effect at the grant date.


	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, 2023	718,438	$	229.02
Granted	—	—
Exercised	—	—
Forfeited	—	—
Expired	(19,126)	275.82
Outstanding at December 31, 2024	699,312	$	227.74	3.63	$	—
Options exercisable	481,669	$	195.10	2.60	$	—

As of December 31, 2024, there was approximately $5.3 million of unrecognized compensation cost related to stock options with market conditions. These costs are expected to be recognized over a weighted-average period of approximately 1.5 years. For single cliff-vesting stock options with market conditions, the fair value will be recognized on a straight-line basis through each grant’s vest date, whether or not any of the total shareholder return targets are met. For graded-vesting stock options with market conditions, the fair value will be recognized using graded vesting expense attribution, whether or not any of the total shareholder return targets are met.

No stock options with market conditions were granted in 2022, 2023 or 2024. During the year ended December 31, 2020, the Company granted stock options with a weighted-average grant date fair value per share of $142.54. The single cliff-vesting stock options granted during the year ended December 31, 2020 had a vest date of March 31, 2024. The graded-vesting stock options granted during the year ended December 31, 2020 have a vesting schedule with vesting dates of December 31, 2024, December 31, 2025 and December 31, 2026.

In December 2020, the Company granted graded-vesting stock options with a market condition to its 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 net after-tax shares acquired through exercise of these stock options are subject to a two-year post-exercise holding requirement.

The single cliff-vesting stock options with a market condition granted in 2020 had a target number of shares that vest upon achieving a targeted total shareholder return performance of 81% stock price appreciation and a maximum of 31,940 shares for achieving superior performance. No shares would vest unless 41% of the targeted performance is achieved. At March 31, 2024, the target number of shares expired due to the actual total shareholder return performance not meeting the 41% of the targeted performance measure, as reflected in the table above. The graded-vesting stock options with a market condition granted in 2020 have a target number of shares that vest upon achieving a targeted total shareholder return performance of 135% stock price appreciation and a maximum of 363,464 shares for achieving superior performance. No shares will vest unless 81% of the targeted performance is achieved. The performance measurement period ends on March 31, 2025.

For all stock options with market conditions, time-based service vesting conditions would also have to be satisfied in order for shares to become fully vested and no longer subject to forfeiture.

As of December 31, 2024, a maximum of 363,464 may be earned for achieving superior performance up to 167% of the remaining unvested target number of shares. As of December 31, 2024, no additional performance-based nonqualified stock options with a market condition had been earned.

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, 2023	471,593	$	66.42
Granted (a)	445,165	41.05
Vested	(262,932)	73.62
Forfeited	(84,366)	45.45
Nonvested at December 31, 2024	569,460	$	46.37

As of December 31, 2024, there was approximately $14.8 million of unrecognized compensation cost related to RSUs. These costs are expected to be recognized over a weighted-average period of approximately 1.6 years.


	RSUs with Market Conditions (a)
	Number of Units	Weighted Average Grant Date Fair Value
		(per unit)
Nonvested at December 31, 2023	—	$	—
Granted	69,000	35.83
Vested	(23,000)	37.02
Forfeited	—	—
Nonvested at December 31, 2024	46,000	$	35.24

(a)During the year ended December 31, 2024, the Company granted RSUs with market conditions that will vest if the Company's 45 trading day average closing stock prices equals or exceeds certain price hurdles ($41.17, $52.94 and $64.70) during the performance period of March 1, 2024 to March 1, 2028. Upon achievement of each price hurdle, one-half of the awards will vest immediately, 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.

(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.

As of December 31, 2024, there was approximately $0.9 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 1.9 years.

No RSAs with market conditions were granted in 2024, 2023 or 2022. During 2018, the Company granted RSAs with market conditions to its Chairman and Chief Executive Officer with a total grant date fair value of $1.9 million. The performance measurement period ended on September 30, 2022, and 29,601 shares were earned.

The total fair value of RSAs with market conditions that vested during the year ended December 31, 2022 was $0.7 million. As of December 31, 2024, there was no unrecognized compensation cost related to RSAs with market conditions.

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, 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 purchase price of $19.03 per share, resulting in cash proceeds of $1.2 million. During the year ended December 31, 2022, 30,375 shares were purchased under the ESPP at a weighted average price of $27.19 per share, resulting in cash proceeds of $0.8 million. As of December 31, 2024 and 2023, 116,574 and 162,264 shares, respectively, were available for issuance under the ESPP.

For the years ended December 31, 2024, 2023 and 2022, the Company granted Employee Stock Purchase Rights to certain employees with a weighted average grant date fair value per share of $12.68, $8.51 and $20.96, 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,
	2024	2023	2022
Expected term (1)	0.50 years	0.50 years	0.50 years
Expected dividend (2)	—	—	—
Expected volatility (3)	78% - 82%	82%	49% - 73%
Risk-free interest rate (4)	5.28% - 5.33%	4.76% - 5.50%	0.19% - 2.51%

(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.