Smith Ian Malcolm 4

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.