Smith Ian Malcolm 4
4 · LendingTree, Inc. · Filed Mar 6, 2026
Research Summary
AI-generated summary of this filing
LendingTree (TREE) COO Ian M. Smith Receives 27,500 RSU Award
What Happened Ian M. Smith, Chief Operating Officer of LendingTree, was granted two equity awards on March 5, 2026: 10,000 time‑based restricted stock units (RSUs) and 17,500 performance‑based restricted stock units. Both awards were granted at $0.00 (no cash paid) and are recorded as derivative awards (A). These are grants/compensation awards rather than an open‑market purchase or sale.
Key Details
- Transaction date: March 5, 2026; filing date: March 6, 2026 (filed the next day).
- Consideration: $0.00 per unit; total granted = 27,500 RSUs.
- Shares owned after transaction: Not specified in the provided filing.
- Footnote summary:
- F1/F3: RSUs convert into common stock on a one‑for‑one basis upon vesting.
- F2 (10,000 RSUs): Time‑based vesting in three substantially equal annual installments beginning March 5, 2027.
- F4/F5 (17,500 performance RSUs): Vest only if specified price hurdles are met within four years. Hurdles are $69.15, $83.85, and $98.55 (each equals 1/3 of the award). For each hurdle, half of that tranche vests on the later of the hurdle achievement or the one‑year anniversary of grant; the remaining half vests on the first anniversary of achievement. Hurdles are measured by a 90‑trading‑day average closing price; any unvested performance RSUs after four years are forfeited.
- Timeliness: Filing appears timely (filed the day after the grant).
Context These awards are standard executive compensation: time‑based RSUs provide future shares if the executive remains employed, while performance RSUs only convert to shares if the company reaches specified stock‑price targets within the performance period. Because these are grants (not purchases or sales), they do not reflect immediate insider buying or selling activity — they indicate potential future dilution if/when vesting conditions are met.
Insider Transaction Report
- Award
Restricted Stock Units
[F1][F2]2026-03-05+10,000→ 10,000 total→ Common Stock (10,000 underlying) - Award
Performance Vested Restricted Stock Units
[F3][F4][F5]2026-03-05+17,500→ 17,500 total→ Common Stock (17,500 underlying)
Footnotes (5)
- [F1]Restricted stock units convert into common stock on a one-for-one basis.
- [F2]These restricted stock units will vest in three substantially equal annual installments beginning on March 5, 2027, in accordance with the terms of the original award agreement.
- [F3]Performance vested restricted stock units convert into common stock on a one-for-one basis.
- [F4]These performance vested restricted stock units shall vest upon the Company's achievement of specified price hurdles during the four-year period after the grant date, as follows: (1) at a price of $69.15, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the later to occur of either the achievement of the price hurdle or the one-year anniversary of the grant date, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle; (2) at a price of $83.85, 1/3 of the performance vested restricted stock units, of which 1/2 will vest upon the later to occur of either the achievement of the price hurdle or the one-year anniversary of the grant date, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle; and (3) at a price of $98.55, 1/3 of the performance vested restricted stock units,
- [F5](Continued from F4) of which 1/2 will vest upon the later to occur of either the achievement of the price hurdle or the one-year anniversary of the grant date, and the remaining 1/2 will vest upon the first anniversary of achievement of such price hurdle. The price hurdle shall be deemed "achieved" if during the performance period, there is a date on which (with respect to 90 trading days immediately preceding such date) the average closing stock price during such 90-trading-day period of the Company's common stock equaled the applicable price hurdle stock price. To the extent that any performance vested restricted stock units do not become vested by the fourth anniversary of the Award Date, any such unvested performance vested restricted stock units shall be immediately forfeited.