UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Jill Olmstead will be leaving her role as the Chief Human Resources Officer of LendingTree, LLC (together with LendingTree, Inc., the “Company”), and her employment will be terminated without cause effective May 31, 2026 (the “Effective Date”).
In connection with Ms. Olmstead’s departure, the Compensation Committee of the Board of Directors approved severance benefits pursuant to the Company’s Executive Severance Pay Plan (“Plan”), subject to Ms. Olmstead’s execution and non-revocation of a general release of claims and continued compliance with the applicable restrictive covenant obligations contained in the release. Under the Plan, Ms. Olmstead will be entitled to receive as severance (i) cash severance equal to 1.0x her base salary, payable in equal installments over the 12-month period following Ms. Olmstead’s termination of employment payable in accordance with the Plan and the Company’s regular payroll policies, (ii) accelerated vesting of Ms. Olmstead’s outstanding equity awards that would have vested during the 12 months following her termination of employment, and (iii) reimbursement of 12 months’ of COBRA premiums for Ms. Olmstead and her eligible dependents.
In addition, the Company will enter into a consulting agreement with Ms. Olmstead pursuant to which Ms. Olmstead will provide transition services to the Company for the period beginning June 1, 2026, and ending March 31, 2027. Pursuant to the consulting agreement, the Company will pay Ms. Olmstead consulting fees of $10,000 per month during the consulting period, and Ms. Olmstead will agree to provide up to 80 hours of services, on average, per month.
The Compensation Committee also approved that, solely for purposes of determining Ms. Olmstead’s eligibility for “Retirement” treatment under the Company’s 2023 Stock Plan (“Stock Plan”) and applicable award agreements, Ms. Olmstead’s service pursuant to the consulting agreement from June 1, 2026 through March 31, 2027 (which shall be considered the date of her Termination of the Employment, as defined under 2023 Stock Plan) will be treated as continuous service with the Company, such that upon completion of the consulting agreement Ms. Olmstead will be deemed to satisfy the “Rule of 65” provisions under the 2023 Stock Plan. Accordingly, any equity awards held by Ms. Olmstead that provide for continued vesting treatment upon Retirement will thereafter continue to vest in accordance with the terms of the applicable award agreements and the 2023 Stock Plan.
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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: May 18, 2026 | ||
| LENDINGTREE, INC. | ||
| By: | /s/ Heather Novitsky | |
| Heather Novitsky | ||
| Corporate Secretary | ||
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