What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-02-27 compared with 2024-02-23 · 68 added, 69 removed, 189 unchanged (42% of the section changed)

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Our portfolio

Tinder ® was launched in 2012 and has since risen to scale and popularity faster than any other service in the online dating category, growing to over 10.0 million payers as of the fourth quarter of 2023.

Tinder ® was launched in 2012 and has since risen to scale and popularity faster than any other service in the online dating category.

Tinder’s patented Swipe ® technology has led to significant adoption, particularly among 18 to 25 year-old users, who were historically underserved by the online dating category.

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Tinder users and subscribers may also pay for certain premium features, such as Super Likes™ and Boosts, on a pay-per-use basis.

Tinder Explore is an additional feature available for users to interact with others in ways that are non-traditional to Tinder.

Tinder Explore is an additional feature available for users to discover and interact with others in ways that are non-traditional to Tinder.

Hinge ® launched in 2012 and has grown to be a popular app for relationship-minded individuals, particularly among the millennial and younger generations, in English speaking countries and several other European markets.

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Hinge+ and HingeX.

Match Group Asia (“MG Asia”)

The focus of the MG Asia brands has primarily been to serve various Asian and Middle Eastern markets.

Plans to grow revenue include further expansion by certain brands into the European and U.S.

The following brands are included in MG Asia:

The Pairs™ app was launched in 2012 and is a leading provider of online dating services in Japan, with a presence in Taiwan and South Korea.

Pairs is a dating platform that was specifically designed to address social barriers generally associated with the use of dating services in Japan.

Azar ® was launched in 2014 and acquired in 2021 through our acquisition of Hyperconnect.

Azar is a one-to-one video chat service powered by real-time language translations that allow users to meet and interact with a variety of people across the globe in their native language.

Azar also has a live streaming option.

Azar is currently focused in the APAC and Other region, with growth in Western Europe and plans to expand to the U.S.

Evergreen & Emerging (“E&E”)

Our collections of brands within E&E include well-known pioneers in online relationships (which we refer to as Evergreen brands) and newer bets which target specific demographics (which we refer to as Emerging brands).

Our collections of brands within E&E include well-known pioneers in online relationships (which we refer to as Evergreen brands) and newer brands which target specific demographics (which we refer to as Emerging brands).

The following brands are included in E&E:

The Match ® platform was launched in 1995 and helped create the online dating category with the ability to search profiles and receive algorithmic recommendations, and it now also offers a one-to-one real-time video feature.

The Match ® platform was launched in 1995 and helped create the online dating category with the ability to search profiles and receive algorithmic recommendations.

Match is a brand that focuses on users with a higher level of intent to enter into a serious relationship and its services and marketing are designed to reinforce that purpose.

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Plenty Of Fish has broad appeal in the United States, Canada, the United Kingdom, and a number of other international markets.

POF Live™, a one-to-many live streaming video feature, allows users to engage with other users at Plenty Of Fish in a different format from traditional dating profiles.

BLK ® brings the Swipe ® feature made popular by Tinder to the Black community.

Match Group Asia (“MG Asia”)

The focus of the MG Asia brands has primarily been to serve various Asian and Middle Eastern markets.

Recently, Azar has expanded into European and U.S.

The following brands are included in MG Asia:

The Pairs™ app was launched in 2012 and is a leading provider of online dating services in Japan, with a presence in Taiwan and South Korea.

Pairs is a dating platform that was specifically designed to address social barriers generally associated with the use of dating services in Japan.

Azar ® was launched in 2014 and acquired in 2021 through our acquisition of Hyperconnect.

Azar is a one-to-one video chat service that allow users to meet and interact with a variety of people across the globe in their native language.

Azar is primarily focused in the Middle East region, with growth in Western Europe and recent expansion into the U.S.

Our Portfolio Strategy

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We compete with a number of other companies that provide similar technologies for people to meet each other, including other online dating platforms;

other social media platforms and social-discovery apps;

other social media platforms and social-discovery apps, such as Facebook, Instagram (owned by Meta), Snap, TikTok, Twitter/X, LinkedIn (owned by Microsoft), Twitch (owned by Amazon), and YouTube (owned by Alphabet);

offline dating services, such as in-person matchmakers;

and other traditional means of meeting people.

We believe that our ability to attract new users to our brands will depend primarily upon the following factors:

• our ability to continue to increase consumer acceptance and adoption of technologies to meet other people, particularly in emerging markets and parts of the world where the associated stigma has not yet fully eroded;

We believe that our ability to attract new users to our brands as well as retain existing users will depend primarily upon the following factors:

• our ability to increase consumer acceptance and adoption of technologies to meet other people, particularly among younger generations being first introduced to our services and in emerging markets and parts of the world where the associated stigma has not yet fully eroded;

• continued growth in internet access and smart phone adoption in certain regions of the world, particularly emerging markets;

• the continued strength of our well-known brands and the growth of our emerging brands;

• the breadth and depth of our active communities of users;

• the authenticity, breadth, and depth of our active communities of users;

• our brands’ reputations for trust and safety;

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A large portion of customers use multiple services over a given period of time, either concurrently or sequentially, making our broad portfolio of brands a competitive advantage.

Where we earn our revenue

How we earn our revenue

Many of our brands enable users to establish a profile and review other users’ profiles without charge.

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The precise mix of paid and premium features is established over time on a brand-by-brand basis and is subject to constant iteration and evolution.

Our direct revenue is primarily derived from users in the form of recurring subscriptions, which typically provide unlimited access to a bundle of features for a specified period of time, and to a lesser extent from à la carte features, where users pay a non-recurring fee for a specific consumable benefit or feature.

Each of our brands offers a combination of free and paid features targeted to its unique community.

Our direct revenue is primarily derived from users in the form of recurring subscriptions, which typically provide unlimited access to a package of features for a specified period of time, and to a lesser extent from à la carte features, where users pay a non-recurring fee for a specific consumable benefit or feature.

Each of our brands offers a combination of free and paid features targeted to its unique user base.

In addition to direct revenue from our users, we generate indirect revenue from advertising, which comprises a much smaller percentage of our overall revenue as compared to direct revenue.

Dependencies on services provided by others

We rely on the Apple App Store and the Google Play Store to distribute and monetize our mobile applications and related in-app services.

We rely on the Apple App Store and the Google Play Store to distribute and monetize our mobile applications.

While our mobile applications are free to download from these stores, we offer our users the opportunity to purchase subscriptions and certain à la carte features through these applications.

We determine the prices at which these subscriptions and features are sold;

however, purchases of these subscriptions and features are required in most cases to be processed through the in-app payment systems provided by Apple and Google, although some of our applications are currently able to use their own

payment systems for in-app purchases made on Android devices.

We pay Apple and Google a meaningful share of the revenue we receive from transactions occurring both on and off their operating systems.

For additional information, see “Item 1A Risk factors—Risks relating to our business—As the distribution of our services through app stores increases, in order to maintain our profit margins, we have taken steps to, and in the future may need to further, offset increasing app store fees by decreasing traditional marketing expenditures, increasing user volume or monetization per user, consolidating back-office and technical functions, or by engaging in other efforts to increase revenue or decrease costs generally.”

We pay Apple and Google a meaningful share of the revenue we receive from in-app transactions.

For additional information, see “Item 1A Risk factors—Risks relating to our business—As the distribution of our services through app stores increases, in order to maintain our profit margins, we have taken steps, and in the future may need to take further steps, to offset increasing app store fees by decreasing traditional marketing expenditures, increasing user volume or monetization per user, consolidating back-office and technical functions, or by engaging in other efforts to increase revenue or decrease costs generally.”

Additionally, when our users and subscribers access and pay through the app stores, Apple and Google may receive personal data about our users and subscribers that we would otherwise receive if we transacted with our users and subscribers directly.

Apple and Google have restricted our access to much of that data.

Both Apple and Google have broad discretion to change their respective terms and conditions applicable to the distribution of our applications, including the amount of, and requirement to pay, certain fees associated with purchases required to be facilitated by Apple and Google through their payment systems, and to interpret their respective terms and conditions in ways that may limit, eliminate or otherwise interfere with our ability to distribute our applications through their stores, the features we provide, the manner in which we market our in-app services, and our ability to access information about our users and subscribers that they collect.

Both Apple and Google believe they have broad discretion to unilaterally change the terms and conditions governing their respective app stores, including, among other things, the amount of, and requirement to pay, certain fees associated with purchases required to be made through their payment systems.

Apple or Google could also make changes to their operating systems or payment services that could negatively impact our business, including by unilaterally raising the prices for those services.

For additional information, see “Item 1A Risk factors—Risks relating to our business—Distribution and marketing of, and access to, our services relies, in significant part, on a variety of third-party platforms, in particular, mobile app stores.

For additional information, see “Item 1A Risk factors—Risks relating to our business—Distribution and marketing of, and access to, our services rely, in significant part, on a variety of third-party platforms, in particular, mobile app stores.

If these third parties limit, prohibit, or otherwise interfere with features or services or change their policies in any material way, it could adversely affect our business, financial condition, and results of operations.”

The manner in which Apple and Google operate these services is being reviewed by legislative and regulatory bodies globally.

Notably, the European Union (the “EU”) has, under the Digital Markets Act, designated Apple and Google as “gatekeepers.” As such, we expect Apple and Google to be restricted from (i) imposing fees or other requirements that are not fair, reasonable and non-discriminatory to all application developers and (ii) prohibiting application developers from informing users about alternative payment options, offering their own in-app payment systems and making their applications available through alternate app stores on iOS and Android devices.

The manner in which Apple and Google operate these services is being reviewed by legislative and regulatory bodies globally and challenged in courts in multiple jurisdictions.

Notably, the European Union (the “EU”) has, under the Digital Markets Act, designated Apple and Google as “gatekeepers.” As such, we expect Apple and Google to be restricted from, among other things, (i) imposing fees or other requirements that are not fair, reasonable and non-discriminatory to all application developers and (ii) prohibiting application developers from informing users about alternative payment options, offering their own in-app payment systems and making their applications available through alternate app stores on iOS and Android devices or through direct download.

In addition, the Republic of Korea has adopted legislation that prohibits Apple and Google from requiring that developers exclusively use Apple and Google to process payments.

Further, courts and regulators in several jurisdictions, including France, India, and the Netherlands have all found that certain app store commissions or requirements that application developers exclusively use in-app payment systems violates laws in those jurisdictions.

Further, courts and regulators in several jurisdictions, including the U.S., France, India, and the Netherlands have found that certain app store commissions and policies, such as the requirement that application developers exclusively use their payment systems, violate laws in those jurisdictions.

Multiple other jurisdictions, including the United Kingdom, Japan, Mexico, Brazil, Indonesia, Chile, and Australia, are investigating, considering regulatory action or considering legislation to restrict or prohibit these practices.

The United States Congress, as well as a number of state legislatures, are also considering legislation that would regulate certain terms of the relationships between developers and Apple and Google and prohibit Apple and Google from requiring in-app payment processing.

Cloud and Other Services

We rely on third parties, primarily data centers and cloud-based, hosted web service providers, such as Amazon Web Services, as well as third party computer systems, broadband and other communications systems and service providers, in connection with the provision of our applications generally, as well as to facilitate and process certain transactions with our users.

We have no control over any of these third parties or their operations.

Problems experienced by third-party data center and cloud-based, hosted web service providers upon which our brands including Tinder, Hinge, and Pairs rely, the telecommunications network providers with which we or they contract, or with the systems through which telecommunications providers allocate capacity among their customers could also adversely affect us.

We rely on third parties, primarily data centers and cloud-based, hosted web service providers, such as Amazon Web Services, as well as third party computer systems, service providers, software providers, and broadband and other communications systems, in connection with the provision of our applications generally, as well as to facilitate and process certain transactions with our users.

We have no control over any of these third parties or their operations and such third party systems are increasingly complex.

Problems experienced by third-party data centers and cloud-based, hosted web service providers upon which our brands including Tinder, Hinge, and Pairs rely, the telecommunications network providers with which we or they contract, or with the systems through which telecommunications providers allocate capacity among their customers could also adversely affect us.

Any changes in service levels at our data centers or hosted web service providers or any interruptions, outages or delays in our systems or those of our third-party providers, or deterioration in the performance of such systems, could impair our ability to provide our services or process transactions with our users, which would adversely impact our business, financial condition and results of operations.

For additional information, see “Item 1A Risk factors—Risks relating to our business—Our success depends, in part, on the integrity of third-party systems and infrastructure.”

Sales and marketing

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Government regulation

We are subject to a variety of laws and regulations in the United States and abroad that involve matters that are important to or may otherwise impact our business, including, among others, antitrust and competition issues, broadband internet access, online commerce, advertising, user privacy, data protection, intermediary liability, protection of minors, consumer protection, general safety, sex-trafficking, taxation, money laundering, artificial intelligence, and securities law compliance.

As a result, we have and could again in the future be subject to actions based on negligence, regulatory compliance, various torts, and trademark and copyright infringement, among other actions.

We are subject to a variety of laws and regulations in the United States and abroad that involve matters that are related to our business, many of which are still evolving and being tested in courts, and could be interpreted in ways that could harm our business.

These laws and regulations involve matters including antitrust and competition, broadband internet access, online commerce, advertising, user privacy, data protection, intermediary liability, protection of minors, biometrics, consumer protection, general safety, sex-trafficking, taxation, money laundering, accessibility, artificial intelligence, and securities law compliance.

We have and could again in the future be subject to actions based on negligence, regulatory compliance, various torts, and trademark and copyright infringement, among other actions.

See “Item 1A Risk factors—Risks relating to our business—Our business is subject to complex and evolving U.S.

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For example, in the EU we are subject to the General Data Protection Act (“GDPR”), which applies to companies established in the EU or otherwise providing services or monitoring the behavior of people located in the EU and provides for significant penalties in case of non-compliance as well as a private right of action for individual claimants.

GDPR will continue to be interpreted by EU data protection regulators, which

have and may in the future require that we make changes to our business practices, and could generate additional costs, risks, and liabilities.

GDPR will continue to be interpreted by EU data protection regulators, which have and may in the future require that we make changes to our business practices, and could generate additional costs, risks, and liabilities.

See “Item 3 Legal Proceedings—Irish Data Protection Commission Inquiry Regarding Tinder’s Practices.” The EU is also considering an update to its Privacy and Electronic Communications (so-called “e-Privacy”) Directive, notably to amend rules on the use of cookies, direct marketing and processing of private communications and related metadata, which may also require that we make changes to our business practices and could generate additional costs, risks and liabilities.

In 2020, the Court of Justice of the EU declared transfers of personal data on the basis of the European Commission’s Privacy Shield Decision illegal and stipulated stricter requirements for the transfer of personal data based on standard contract clauses to non-EU countries.

In 2020, the Court of Justice of the EU declared transfers of personal data on the basis of the European Commission’s Privacy Shield Decision illegal and

stipulated stricter requirements for the transfer of personal data based on standard contract clauses to non-EU countries.

In 2023, the EU-U.S.

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The majority of the CPRA’s provisions entered into force on January 1, 2023, with a lookback to January 2022.

In addition to California, comprehensive privacy laws were passed in Virginia, Colorado, Connecticut, and Utah, which came into force in 2023.

In addition to California, comprehensive privacy laws were passed in Virginia, Colorado, Connecticut, and Utah, each of which came into force in 2023, as well as Florida, Montana, Oregon, and Texas, each of which came into force in 2024.

Additionally, the Federal Trade Commission has increased its focus on privacy and data security practices at digital companies, as evidenced by its levying of several large fines against digital companies for privacy violations in recent years.

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Concerns about harms and the use of dating services and social networking platforms for illegal conduct, such as romance scams, promotion of false or inaccurate information, financial fraud, and sex-trafficking, have produced and could continue to produce future legislation or other governmental action.

For example, the EU recently adopted the Digital Services Act (the “DSA”), which goes into effect in 2024 and imposes additional requirements on technology companies around moderation, transparency, and the overall safety of their platforms.

In addition, the UK passed into law the Online Safety Bill, which imposes similar requirements to those provided in the DSA.

For example, the EU’s Digital Services Act (the “DSA”), which went into effect in 2024, imposes additional requirements on technology companies around moderation, transparency, and the overall safety of their platforms.

In addition, the UK’s Online Safety Bill imposes similar requirements to those provided in the DSA.

Of note, this law places new requirements on social media companies, including online dating companies, to protect children from being exposed to inappropriate material.

Most of the provisions of this law are scheduled to go into effect in 2025.

In the United States, government authorities, elected officials, and political candidates have called for amendments to Section 230 of the Communications Decency Act (the “CDA”) that would purport to limit or remove protections afforded to technology companies.

If these proposed laws are passed, or if future legislation or governmental action is proposed or taken to address concerns regarding such harms, changes could be required to our services that could restrict or impose additional costs upon the conduct of our business generally or otherwise expose us to additional liability.

There are also a number of pending legal challenges to the CDA, including multiple lawsuits in United States federal courts.

Any weakening of the CDA could result in increased litigation costs, as well as a potentially increased chance of liability.

In the United States, government authorities, elected officials, and political candidates have called for amendments to Section 230 of the Communications Decency Act (the “CDA”) that aim to limit or remove protections afforded to technology companies.

Additionally, there are multiple ongoing legal challenges to the CDA in U.S.

federal courts, which could further alter its scope and applicability.

If these legislative or judicial efforts succeed in weakening the protections afforded by the CDA, we may be required to make changes to our services that could restrict or impose additional costs upon the conduct of our business generally or otherwise expose us to additional liability.

Any weakening of the CDA could also result in increased litigation costs, as well as a potentially increased chance of liability.

See “Item 1A Risk factors—Risks relating to our business—Inappropriate actions by certain of our users could be attributed to us and damage our brands’ reputations, which in turn could adversely affect our business.”

Our global businesses are subject to a variety of complex and continuously evolving income and other tax frameworks.

For example, sweeping international tax reform known as Pillar Two is set to go into effect in certain jurisdictions starting in 2024.

The work is being undertaken by the Organization for Economic Cooperation and Development’s (“OECD”) Inclusive Framework (a wide-reaching network of more than 140 countries) and organized by the OECD’s Centre for Tax Policy and Administration.

Pillar Two has been agreed to by 138 countries thus far reportedly representing 90% of global economic activity.

The reform aims to level the

playing field between countries by discouraging them from reducing their corporate income taxes to attract foreign business investment.

Pillar Two’s remedy is to compel multinational enterprises with €750 million or more in annual revenue to pay a global minimum tax of 15% on income received in each country in which they operate.

For example, sweeping international tax reform known as Pillar Two has gone into effect in certain jurisdictions starting in 2024.

The work is being undertaken by the Organization for Economic Cooperation and Development’s (“OECD”) Inclusive Framework and organized by the OECD’s Centre for Tax Policy and Administration.

Pillar Two establishes a global minimum corporate tax rate of 15 percent for multinational enterprises with €750 million or more in annual revenue.

Multinational enterprises will need to conform to the various rules in every Pillar Two country in which they operate.

We are continuing to monitor these developments and any potential impact on our results of operations.

The Company analyzed the impact of enacted legislation and determined it does not have a material impact to the income tax provision.

The Company is continuing to monitor future developments.

As a provider of subscription services, we are also subject to laws and regulations in certain U.S.

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For example, the EU’s Payment Services Directive (PSD2), which became effective in 2018, has impacted our ability to process auto-renewal payments and offer promotional or differentiated pricing for users in the EU.

Also, new legislation in Germany and France has imposed additional obligations on providers of subscription services regarding the automatic renewal and cancellation of online subscriptions.

Also, new legislation in

Germany and France has imposed additional obligations on providers of subscription services regarding the automatic renewal and cancellation of online subscriptions.

Similar legislation or regulation, or changes to existing laws or regulations governing subscription payments, have been adopted or are being considered in many U.S.

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Congress, and many U.S.

states are considering legislation or regulations that would impact the use of generative artificial intelligence (“AI”) by companies.

For example, several states are considering exactly how generative AI can be used or what permissions must be granted before it can be used.

In addition, the Federal Trade Commission has approved authorizing using a compulsory process in nonpublic investigations involving products and services that use or claim to be produced using generative AI or claim to detect its use.

Further, draft EU legislation aims at updating liability rules, providing for specific liability related to generative AI or extending product liability to software and digital services.

states are considering, or have already enacted, legislation or regulations that would impact the use of generative artificial intelligence (“AI”) by companies.

For example, several states, including Colorado, California, and Utah, have already passed laws prescribing how AI can be used or what permissions must be granted before it can be used, and several more states are considering similar legislation.

In addition, the Federal Trade Commission has a compulsory process in nonpublic investigations involving products and services that use or claim to be produced using generative AI or claim to detect its use.

Further, the EU is enacting legislation aimed at updating liability rules, providing for specific liability related to generative AI or extending product liability to software and digital services.

As we seek to further integrate AI technologies into our services, compliance with existing, new, and changing laws, regulations, and industry standards relating to AI may limit some uses of AI and may impose significant operational costs.

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As of December 31, 2024, we had approximately 2,500 full-time and approximately 10 part-time employees, which represents a 2% year-over-year decrease in employee headcount.

We expect our overall headcount to grow modestly in 2024 as we expect to continue to focus on recruiting employees in technical functions such as software and other engineers at growing brands and where critical needs arise, as well as to hire a number of employees and contractors to support our innovation initiatives.

As of December 31, 2023, approximately 66%, 13%, and 21% of our employees reside in the Americas, Europe, and APAC and Other regions, respectively, spanning 22 countries and reflecting various cultures, backgrounds, ages, sexes, gender identities, sexual orientations, and ethnicities.

We expect our overall headcount to grow modestly in 2025 as we expect to continue to focus on recruiting employees in technical functions such as software and product at growing brands and where critical needs arise, as well as to hire a number of employees and contractors to support our innovation and artificial intelligence initiatives.

As of December 31, 2024, approximately 67%, 1%, 13%, and 19% of our employees reside in the North America, Latin America, EMEA, and Asia-Pacific regions, respectively, spanning 21 countries and reflecting various cultures, backgrounds, ages, sexes, gender identities, sexual orientations, and ethnicities.

Our global workforce is highly educated, with the majority of our employees working in engineering or technical roles that are central to the technological and service innovations that drive our business.

While the market for qualified talent has softened somewhat recently, competition for software engineers and other technical staff has historically been intense and we expect will remain so for the foreseeable future.

We believe that an equitable and inclusive environment with diverse teams produces more creative solutions, results in better, more innovative services, and is crucial to our efforts to attract and retain key talent.

We work to support our goals of diversifying our workforce through recruiting, retention, and people development.

Our goal is to continue to cultivate a culture where sought after talent from all backgrounds can contribute, grow, and thrive.

Competition for software engineers and other technical staff has historically been intense, and we expect will remain so for the foreseeable future as we continue to recruit in the most competitive markets.

We have four business units supported by a central team.

These four business units consist of Tinder, Hinge, Evergreen & Emerging, and Match Group Asia.

The employee distributions in each business unit are 25%, 13%, 25%, and 17%, respectively, leaving 20% to support in a centralized capacity.

These distributions generally align with the size and complexity of each business unit.

Our compensation and benefits programs are designed to attract and reward talented individuals who possess the skills necessary to support our business objectives, assist in the achievement of our strategic goals, and create long-term value for our stockholders.

In addition to salaries, these programs (which vary by country/region) include annual bonuses, stock-based awards, an employee stock purchase plan, retirement benefits, healthcare and insurance benefits, paid time off, family leave, flexible work schedules, mental health and wellness programs, and employee assistance programs.

We are committed to providing competitive and

equitable pay.

We are committed to providing competitive and equitable pay.

We base our compensation on market data and conduct evaluations of our compensation practices at all levels on a regular basis to determine the competitiveness and fairness of our packages.

We are committed to empowering our people with career advancement and learning opportunities.

Our talent development programs provide employees with resources to help achieve their career goals, build management skills, and contribute to and, where applicable, lead their organizations.

Our talent, learning and development programs provide employees with resources to help achieve their career goals, build strong foundational technical and leadership skills, and contribute to and, where applicable, lead their organizations.

We regularly conduct anonymous surveys to seek feedback from our employees on a variety of topics, including but not limited to, confidence in company leadership, competitiveness of our compensation and benefits, career growth opportunities, and ways to improve our company’s position as an employer of choice.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business