ERNST MARK A 4

What Happened

• Mark A. Ernst, a director of LendingTree, converted/exercised a derivative (restricted stock units) to acquire 5,000 shares on 2026-06-11 and a same-day 5,000-share derivative disposition at $0 was reported. On 2026-06-17 he was granted 5,000 restricted stock units (RSUs) at $0. No cash purchase or open-market sale is shown — these transactions reflect vesting/conversion and a new grant rather than a typical buy or sell.

Key Details

• Transaction dates and amounts:
  • 2026-06-11: Exercise/conversion (derivative) — 5,000 shares acquired (price: N/A).
  • 2026-06-11: Exercise/conversion (derivative) — 5,000 shares disposed at $0 (reported as derivative disposition).
  • 2026-06-17: Grant/award — 5,000 RSUs acquired at $0 (derivative).
• Shares owned after the transactions: Not disclosed in the Form 4 filing.
• Relevant footnotes:
  • F1: RSUs convert into common stock on a one-for-one basis.
  • F2: The 5,000 RSUs that converted on 6/11 were originally granted on 6/11/2025 with specific vesting triggers (see filing).
  • F3: The 5,000 RSUs granted on 6/17 carry a new vesting schedule (earliest of certain annual meeting anniversaries, change in control, or death/disability).
• Filing: Report filed 2026-06-17 covering 2026-06-11 transactions (filing date is given in the filing).

Context

• For retail investors: RSU conversions and new RSU grants are standard director compensation. The paired acquisition and $0 disposition on 6/11 commonly reflects conversion of RSUs into shares with some shares withheld or transferred for tax or administrative purposes (the filing shows a $0 derivative disposition but does not explicitly state tax withholding).
• These entries are not open-market buys or sales and therefore do not necessarily indicate a change in the director’s market sentiment toward the company.