What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2025-02-27 compared with 2024-02-23 · 432 added, 231 removed, 1137 unchanged (37% of the section changed)

7 unchanged sentences

At December 31, 2024, the $425 million Term Loan bore interest at a variable rate, Adjusted Term SOFR plus 1.75%.

At December 31, 2023, the rate in effect was 7.27%.

If Adjusted Rate SOFR were to increase or decrease by 100 basis points, then the annual interest expense and payments on the Term Loan would increase or decrease, respectively, by $4.3 million based upon the outstanding balance and rate in effect at December 31, 2023.

On January 21, 2025, the Company repaid the Term Loan in full utilizing cash on hand.

Foreign Currency Exchange Risk

6 unchanged sentences

dollars affects year-over-year comparability of operating results.

The average Euro and GBP exchange rates strengthened against the U.S.

Dollar by 3% and 1%, respectively, in 2023 compared to 2022.

The average GBP exchange rate strengthened against the U.S.

Dollar by 3% in 2024 compared to 2023.

The average JPY, TRY, and ARS exchange rates weakened against the U.S.

16 unchanged sentences

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2025 expressed an unqualified opinion thereon.

Company’s disclosure of an additional measure of segment profit or loss

In Note 12 to the consolidated financial statements, the Company has elected to disclose Adjusted Operating Income as an additional segment profit or loss measure as permitted pursuant to ASC 280 and that the U.S.

Securities and Exchange Commission (SEC) defines as a non-GAAP measure.

Accordingly, we express no opinion on whether the additional segment profit or loss measure complies with SEC Regulation S-K, Item 10(e) and Regulation G, Item 101.

Basis for Opinion

54 unchanged sentences

Other long-term liabilities 85,882 101,787

Redeemable noncontrolling interests — —

Commitments and contingencies

37 unchanged sentences

Interest expense ( 160,071 ) ( 159,887 ) ( 145,547 )

Other income (expense), net

Other income, net

40,815 19,772 8,033

1 unchanged sentence

704,056 776,781 377,491

Income tax (provision) benefit

Income tax provision

( 152,743 ) ( 125,309 ) ( 15,361 )

1 unchanged sentence

551,313 651,472 362,130

(Loss) earnings from discontinued operations, net of tax

Loss from discontinued operations, net of tax

— — ( 2,211 )

551,313 651,472 359,919

Net loss attributable to noncontrolling interests

Net (earnings) loss attributable to noncontrolling interests

( 37 ) 67 2,027

27 unchanged sentences

Comprehensive income 487,141 635,193 213,558

Comprehensive loss (income) attributable to noncontrolling interests:

Net loss attributable to noncontrolling interests 67 2,027 1,169

Comprehensive (income) loss attributable to noncontrolling interests:

Net (earnings) loss attributable to noncontrolling interests ( 37 ) 67 2,027

Change in foreign currency translation adjustment attributable to noncontrolling interests 32 ( 10 ) 933

Comprehensive loss attributable to noncontrolling interests 57 2,960 1,477

Comprehensive (income) loss attributable to noncontrolling interests ( 5 ) 57 2,960

Comprehensive income attributable to Match Group, Inc.

11 unchanged sentences

Comprehensive

Loss Treasury Stock Total

Match Group, Inc.

9 unchanged sentences

Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes — 4 3,347 ( 88,774 ) — — — ( 88,770 ) — ( 88,770 )

Issuance of common stock for the acquisition of Hyperconnect — 6 5,929 890,845 — — 890,851 — 890,851

Purchase of treasury stock — — — — ( 482,049 ) ( 482,049 ) — ( 482,049 )

Adjustment of redeemable noncontrolling interests to fair value

1,401 — — ( 1,401 ) — — — ( 1,401 ) — ( 1,401 )

Adjustment to noncontrolling interests related to business acquisition — — — ( 1,835 ) — — ( 1,835 ) 1,835 —

Adjustment to noncontrolling interests to fair value — — — ( 16,215 ) — — — ( 16,215 ) 16,215 —

Purchase of noncontrolling interest

2 unchanged sentences

Settlement and exercises of note hedges and warrants — — — ( 7,116 ) — — — ( 7,116 ) — ( 7,116 )

Settlement and exchanges of 2022 Exchangeable Notes — 5 5,534 ( 238,777 ) — — ( 238,772 ) — ( 238,772 )

Other — — — 2,543 — — — 2,543 — 2,543

19 unchanged sentences

Net (loss) earnings for the year ended December 31, 2023 ( 184 ) — — — 651,539 — — 651,539 117 651,656

Other comprehensive loss, net of tax — — — — — ( 145,428 ) — ( 145,428 ) ( 933 ) ( 146,361 )

Other comprehensive (loss) income, net of tax — — — — — ( 16,289 ) — ( 16,289 ) 10 ( 16,279 )

Stock-based compensation expense — — — 243,826 — — — 243,826 — 243,826

2 unchanged sentences

Purchase of treasury stock — — — — — — ( 550,489 ) ( 550,489 ) — ( 550,489 )

Purchase of redeemable noncontrolling interests ( 295 ) — — — — — — — — —

Adjustment of redeemable noncontrolling interests to fair value

3 unchanged sentences

Noncontrolling interest created by the exercise of subsidiary denominated equity award — — — ( 411 ) — — — ( 411 ) 411 —

Settlement and exercises of note hedges and warrants — — — ( 7,116 ) — — — ( 7,116 ) — ( 7,116 )

Other — — — ( 6 ) — — — ( 6 ) — ( 6 )

Balance as of December 31, 2023 $ — $ 290 289,631 $ 8,529,200 $ ( 7,131,029 ) $ ( 385,471 ) $ ( 1,032,538 ) $ ( 19,548 ) $ 475 $ ( 19,073 )

Net (loss) earnings for the year ended December 31, 2023

Net earnings for the year ended December 31, 2024

— — — — 551,276 — — 551,276 37 551,313

Other comprehensive (loss) income, net of tax — — — — — ( 16,289 ) — ( 16,289 ) 10 ( 16,279 )

Other comprehensive loss, net of tax

— — — — — ( 64,140 ) — ( 64,140 ) ( 32 ) ( 64,172 )

Stock-based compensation expense — — — 273,942 — — — 273,942 — 273,942

Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes — 4 4,801 2,138 — — — 2,142 — 2,142

Dividends and dividend equivalents declared ($ 0.19 per share of Common Stock and Restricted Stock Units)

— — — ( 48,892 ) — — — ( 48,892 ) — ( 48,892 )

Dividend equivalents payable — — — 1,116 — — — 1,116 — 1,116

Purchase of treasury stock — — — — — — ( 758,533 ) ( 758,533 ) — ( 758,533 )

Purchase of redeemable noncontrolling interests ( 295 ) — — — — — — — — —

Adjustment of redeemable noncontrolling interests to fair value 479 — — ( 479 ) — — — ( 479 ) — ( 479 )

Adjustment of noncontrolling interests to fair value — — — ( 1,418 ) — — — ( 1,418 ) 1,418 —

12 unchanged sentences

Net earnings $ 551,313 $ 651,472 $ 359,919

loss (earnings) from discontinued operations, net of tax — 2,211 ( 509 )

loss from discontinued operations, net of tax — — 2,211

Net earnings from continuing operations 551,313 651,472 362,130

14 unchanged sentences

Cash flows from investing activities attributable to continuing operations:

Cash used in business combinations, net of cash acquired ( 11,567 ) ( 25,681 ) ( 859,905 )

Capital expenditures ( 50,578 ) ( 67,412 ) ( 49,125 )

3 unchanged sentences

Cash flows from financing activities attributable to continuing operations:

Proceeds from Senior Notes offerings — — 500,000

Payments to settle exchangeable notes

1 unchanged sentence

Proceeds from the settlement of exchangeable note hedges

— 75,864 1,089,592

Payments to settle warrants related to exchangeable notes

— — ( 7,482 )

Debt issuance costs — — ( 7,124 )

Proceeds from issuance of common stock pursuant to stock-based awards 13,584 19,916 20,485

3 unchanged sentences

Other, net ( 6,482 ) 19 129

Net cash (used in) provided by financing activities attributable to continuing operations

Net cash used in financing activities attributable to continuing operations

( 758,304 ) ( 534,068 ) ( 689,173 )

13 unchanged sentences

Our services are available in over 40 languages to our users all over the world.

Match Group has one operating segment, Connections, which is managed as a portfolio of brands.

Match Group has four operating segments, Tinder, Hinge, Evergreen and Emerging, and Match Group Asia (“MG Asia”).

As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match Group, Inc.

and its subsidiaries after the completion of the Separation, unless the context indicates otherwise.

and its subsidiaries, unless the context indicates otherwise.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

5 unchanged sentences

Accounting for Investments in Equity Securities

Investments in equity securities, other than those of our consolidated subsidiaries, are accounted for at fair value or under the measurement alternative of the Financial Accounting Standards Board’s (“FASB”) equity securities guidance, with any changes to fair value recognized within other income (expense), net each reporting period.

Under the measurement alternative, equity investments without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar securities of the same issuer, the value of which is generally determined based on a market approach as of the transaction date.

3 unchanged sentences

When indicators of impairment exist, the Company prepares quantitative assessments of the fair value of our investments in equity securities, which require judgment and the use of estimates.

When our assessment indicates that the fair value of the investment is below its carrying value, the Company writes down the investment to its fair value and records the corresponding charge within other income (expense), net.

Accounting Estimates

25 unchanged sentences

Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period, which generally ranges from one week to six months .

Revenue is also earned from online advertising, the purchase of à la carte features, and offline events.

Revenue is also earned from online advertising and the purchase of à la carte features.

Online advertising revenue is recognized when an advertisement is displayed.

12 unchanged sentences

Mobile app store fees are amortized over the period of contract performance.

Specifically, the Company capitalizes and amortizes mobile app store fees over the term of the applicable subscription.

Specifically, the Company capitalizes and amortizes mobile app store fees as revenue is recognized for both subscription and à la carte features.

During the years ended December 31, 2024 and 2023, the Company recognized expense of $ 696.6 million and $ 646.7 million, respectively, related to the amortization of these costs.

6 unchanged sentences

We generally collect these balances between 30 and 45 days following the purchase.

Payments made directly through our applications are processed by third-party payment processors.

We generally collect these balances

Payments made directly

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

within 3 to 5 days following the purchase.

through our applications are processed by third-party payment processors.

We generally collect these balances within 3 to 5 days following the purchase.

The Company also maintains allowances to reserve for potential credits issued to users or other revenue adjustments.

18 unchanged sentences

Direct Revenue $ 3,417,978 $ 3,308,131 $ 3,130,221

Americas $ 1,744,586 $ 1,629,069 $ 1,512,057

Europe 933,413 848,886 821,827

APAC and Other 630,132 652,266 588,987

Total Direct Revenue 3,308,131 3,130,221 2,922,871

Indirect Revenue (principally advertising revenue)

4 unchanged sentences

Hinge 550,435 396,485 283,668

Match Group Asia 302,591 321,714 268,642

Evergreen & Emerging 691,426 730,372 807,934

Evergreen & Emerging (a)

642,988 691,426 730,372

Match Group Asia (b)

283,936 302,591 321,714

Total Direct Revenue $ 3,417,978 $ 3,308,131 $ 3,130,221

______________________

(a) Primarily consists of the brands Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands.

(b) Primarily consists of the brands Pairs™ and Azar®.

Cash and Cash Equivalents

22 unchanged sentences

Goodwill and Indefinite-Lived Intangible Assets

The Company assesses goodwill on its one reporting unit and indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value.

The Company assesses goodwill on its four reporting units and indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if an event occurs or circumstances indicate that it is more likely than not the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset is below its carrying value.

When the Company elects to perform a qualitative assessment and concludes it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit’s goodwill is necessary;

otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined.

If the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the excess is recorded.

The Company had a negative carrying value for the Company’s annual goodwill test at both October 1, 2023 and 2022.

Additionally, an impairment test of goodwill was not necessary because there were no factors identified that would indicate an impairment loss.

The Company continued to have a negative carrying value at December 31, 2023.

The Company foregoes a qualitative assessment and tests goodwill for impairment when it concludes that it is more likely than not that there may be an impairment.

If needed, the annual or interim quantitative test of the recovery of goodwill involves a comparison of the estimated fair value of the Company’s reporting unit to its carrying value, including goodwill.

If the estimated fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired.

If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss equal to the excess is recorded.

The Company has the option to qualitatively assess whether it is more likely than not that the fair values of its indefinite-lived intangible assets are less than their carrying values.

For certain indefinite-lived intangible assets, for which the fair value as of the most recent assessment date significantly exceeded the carrying value,

otherwise, a quantitative assessment is performed to further assess if any goodwill impairment exists.

If the Company concludes that it is more likely than not that there may be an impairment, the fair value of each reporting unit will be determined and compared to its carrying value, including goodwill.

If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired.

If the carrying value of a reporting unit exceeds its estimated fair value, an impairment loss equal to the excess is recorded.

As a result of the change to our operating segments in the third quarter of 2024, we reassessed our reporting units and determined that the four operating segments are also our reporting units for the purpose of evaluating goodwill for impairment.

The Company re-allocated goodwill to each of the four reporting units based on their relative fair values as of September 30, 2024.

This change in reporting units is considered a triggering event that requires a goodwill impairment assessment to be performed immediately before and after the change.

There was no goodwill impairment identified in either the before or after impairment tests.

In measuring the estimated fair value of each operating unit, the Company used a combination of an income approach and a market approach.

Under the income approach, a discounted cash flow analysis is performed with assumptions and estimates of forecast operating cash flows including, revenue growth rates, profitability

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the Company performed a qualitative impairment assessment as of October 1, 2023 and concluded that it was more likely than not that the fair values of those indefinite-lived intangible assets continued to exceed the carrying values.

margins, and discount rates, which all vary among reporting units.

The market approach utilizes the guideline public companies method and is based on revenue and earnings multiple data derived from publicly traded peer group companies.

There are significant judgements inherent in each analysis, including estimating the amount and timing of expected future cash flows, the selection of appropriate discount rates, and the peer group companies used.

The Company has the option to qualitatively assess whether it is more likely than not that the fair values of its reporting units are less than their carrying values.

The Company performed a qualitative impairment assessment as of October 1, 2024 and concluded that it was more likely than not that the fair values of each reporting unit exceeded their carrying values.

Additionally, the 2023 annual assessment did not identify any goodwill impairments.

Indefinite-Lived Intangible Assets

The Company has the option to qualitatively assess whether it is more likely than not that the fair values of its indefinite-lived intangible assets are less than their carrying values.

The Company performed a qualitative impairment assessment as of October 1, 2024 and concluded that it was more likely than not that the fair values of our indefinite-lived intangible assets exceeded the carrying values.

For assets in which a quantitative assessment is performed, the Company determines the fair value of its indefinite-lived intangible assets using an avoided royalty discounted cash flow (“DCF”) valuation analysis.

3 unchanged sentences

The future cash flows are based on the Company’s most recent forecast and budget and, for years beyond the budget, the Company’s estimates are based, in part, on forecasted growth rates.

Assumptions used in the avoided royalty DCF analyses, including the discount rate and royalty rate, are assessed at least annually based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors.

The discount rates used in the Company’s quantitative assessments as part of the annual indefinite-lived impairment assessment ranged from 15 % to 18 % in 2023 and 12 % to 16 % in 2022, and the royalty rates used ranged from 3 % to 8 % in both 2023 and 2022.

Assumptions used in the avoided royalty DCF analyses, including the discount rate and royalty rate, are assessed when a quantitative assessment is performed based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors.

The discount rates used in the Company’s 2023 quantitative assessments as part of the annual indefinite-lived impairment assessment ranged from 15 % to 18 %, and the royalty rates used ranged from 3 % to 8 %.

If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment equal to the excess is recorded.

During the year ended December 31, 2022, the Company recognized impairment charges of $ 244.3 million related to the Azar and Hakuna brands at Hyperconnect, $ 43.9 million related to the Meetic and Match brands in Europe, and $ 5.5 million related to certain affinity brands in the U.S., all of which are included within “impairment and amortization of intangibles” in the consolidated statement of operations.

At December 31, 2023 and 2022, the aggregate indefinite-lived intangible asset balance for which the estimate of fair value was less than 110 % of carrying values was approximately $ 76.5 million and $ 84.3 million, respectively.

During the third quarter ended September 30, 2024, in connection with our decision to terminate certain of our live streaming services and our Hakuna app, we recognized impairment charges of $ 28.7 million related to indefinite-lived intangible assets in the Match Group Asia and Evergreen & Emerging segments.

For certain assets with no remaining cash flows, the Company fully impaired the asset.

For assets with remaining cash flows, the Company conducted discounted cash flow valuations.

During the year ended December 31, 2022, the Company recognized impairment charges of $ 244.3 million in the Match Group Asia segment related to the Azar and Hakuna brands at Hyperconnect, $ 43.9 million in the Evergreen & Emerging segment related to the Meetic and Match brands in Europe, and $ 5.5 million in the Evergreen & Emerging segment related to certain Affinity brands in the U.S., all of which are included within “ Impairment and amortization of intangibles ” in the consolidated statement of operations.

At December 31, 2023, the aggregate indefinite-lived intangible asset balance for which the estimate of fair value was less than 110 % of carrying values was approximately $ 76.5 million.

These assets identified at December 31, 2023 had additional impairments taken during the year ended December 31, 2024 and the assets were either fully impaired as no additional cash flows were identified or impaired and moved to definite-lived intangible assets during the year ended December 31, 2024.

At December 31, 2024, based on our qualitative analysis performed, none of the Company’s remaining indefinite-lived intangible assets fair values were identified as being near their carrying value.

In connection with the annual impairment assessment, the Company reviews the useful lives for intangible assets and whether events or changes in circumstances indicate that an indefinite life may no longer be appropriate.

As of October 1, 2022, the Company reclassified certain indefinite-lived intangible assets with a carrying value of $ 49.9 million to the definite-lived intangible asset category because these assets were no longer considered to have an indefinite life.

During the year ended December 31, 2024, the Company reclassified certain indefinite-lived

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

intangible assets with a carrying value of $ 47.2 million to the definite-lived intangible asset category because these assets were no longer considered to have an indefinite life.

Long-Lived Assets and Intangible Assets with Definite Lives

Long-lived assets, which consist of ROU assets, property and equipment, and intangible assets with definite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.

The carrying value of a long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.

If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the long-lived asset exceeds its fair value.

Amortization of definite-lived intangible assets is computed either on a straight-line basis or based on the pattern in which the economic benefits of the asset will be realized.

During the year ended December 31, 2022, the Company recognized an impairment charge related to Hyperconnect intangible assets with definite lives of $ 25.8 million, which is included within “ impairment and amortization of intangibles ” in the consolidated statement of operations.

During the year ended December 31, 2024, in connection with our decision to terminate certain of our live streaming services and our Hakuna app, we recognized impairment charges of $ 1.9 million related to definite-lived intangible assets in the Match Group Asia and Evergreen & Emerging segments.

During the year ended December 31, 2022, the Company recognized an impairment charge related to Hyperconnect intangible assets with definite lives of $ 25.8 million in the Match Group Asia segment, which is included within “ impairment and amortization of intangibles ” in the consolidated statement of operations.

Fair Value Measurements

4 unchanged sentences

The fair values of the Company’s Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used.

7 unchanged sentences

Legal costs are expensed as incurred.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We are subject to income taxes in the United States and numerous foreign jurisdictions.

14 unchanged sentences

Translation gains and losses are included in accumulated other comprehensive income as a component of shareholders’ equity.

Transaction gains and losses resulting from assets and liabilities denominated in a currency other than the functional currency are included in the consolidated statement of operations as a

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

component of “other (expense) income, net.” See “Note 16—Consolidated Financial Statement Details” for additional information regarding foreign currency exchange gains and losses.

Transaction gains and losses resulting from assets and liabilities denominated in a currency other than the functional currency are included in the consolidated statement of operations as a component of “other (expense) income, net.” See “Note 16—Consolidated Financial Statement Details” for additional information regarding foreign currency exchange gains and losses.

Translation gains and losses relating to foreign entities that are liquidated or substantially liquidated are reclassified out of accumulated other comprehensive loss into earnings.

A gain of less than $ 0.1 million during the year ended December 31, 2024 is included in “other income, net” in the accompanying consolidated statement of operations.

There were no such gains or losses for the years ended December 31, 2023 and 2022.

6 unchanged sentences

Accordingly, all noncontrolling interests that are redeemable at the option of the holder are presented outside of shareholders’ equity in the accompanying consolidated balance sheet.

At December 31, 2023, there are no redeemable noncontrolling interest outstanding.

At December 31, 2024 and 2023, there are no redeemable noncontrolling interest outstanding.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In connection with the acquisition of certain subsidiaries, management of these businesses has retained an ownership interest.

6 unchanged sentences

Accordingly, to the extent that the fair value of these interests exceeds the value determined by normal noncontrolling interest accounting, the value of such interests is adjusted to fair value with a corresponding adjustment to additional paid-in capital.

During the years ended December 31, 2023, 2022, and 2021, the Company recorded adjustments of $ 0.5 million, $ 1.4 million, and $ 2.7 million, respectively, to increase these interests to fair value.

During the years ended December 31, 2023 and 2022, the Company recorded adjustments of $ 0.5 million, and $ 1.4 million, respectively, to increase these interests to fair value.

There was no such adjustment for the year ended December 31, 2024.

Fair value determinations, which are level 3 assessments, require high levels of judgment and are based on various valuation techniques, including market comparables and discounted cash flow projections.

4 unchanged sentences

Recent Accounting Pronouncements

Accounting pronouncements not yet adopted by the Company

Accounting pronouncements adopted by the Company

In November 2023, the FASB issued Accounting Standard Update (“ASU”) No.

2023-07, which requires disclosure of significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

The additional disclosures required in ASU No.

2023-07 also apply to entities with only one segment.

Additionally, ASU No.

1 unchanged sentence

2023-07 does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.

The new standard is effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We expect ASU No.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2023-07 to only impact our disclosures with no impacts to our results of operations, cash flows and financial condition.

The new standard is effective on a retrospective basis in our Form 10-K for the year ended December 31, 2024, and our interim periods beginning with our Form 10-Q for the quarter ended March 31, 2025.

We adopted the new standard, which did not impact our results of operations, cash flows, or financial condition, but did expand our disclosures on our reportable segments.

See “Note 12—Segment and Geographic Information” for the expanded disclosures.

Accounting pronouncements not yet adopted by the Company

In December 2023, the FASB issued ASU No.

2 unchanged sentences

In addition, entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.

The new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The new standard is effective for our reporting on Form 10-K for the year ended December 31, 2025.

Early adoption is permitted.

An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU No.

2 unchanged sentences

2023-09 to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition.

We plan to adopt the ASU for our reporting on Form 10-K for the year ended December 31, 2025 and we are evaluating adopting prospectively or retrospectively.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In November 2024, the FASB issued ASU No.

2024-03, which requires more detailed disclosures about specified categories of expenses, including employee compensation, within certain expense captions presented on the face of the income statement and to disclose selling expenses.

2024-03 is effective for our annual reporting on Form 10-K for the year ended December 31, 2027 and within interim periods beginning on our Form 10-Q for the quarter ended March 31, 2028.

The new standard may be applied prospectively or retrospectively, and early adoption is permitted.

We expect ASU No.

2024-03 to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition.

We are currently evaluating when we will adopt the ASU.

In November 2024, the FASB issued ASU No.

2024-04, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishment of convertible debt.

2024-04 is effective for our annual reporting on Form 10-K for the year ended December 31, 2026.

The new standard may be applied prospectively or retrospectively, and early adoption is permitted.

After the standard is adopted, accounting for future induced conversions would be impacted.

We are currently evaluating ASU No.

2024-04 and its impact on our results of operations, cash flows, and financial condition and evaluating when we will adopt the ASU.

Reclassifications

17 unchanged sentences

Current income tax provision 167,695 98,697 45,314

Deferred income tax provision (benefit):

Deferred income tax (benefit) provision:

Federal ( 2,672 ) 33,267 76,185

1 unchanged sentence

Foreign ( 6,364 ) ( 5,986 ) ( 112,214 )

Deferred income tax provision (benefit) 26,612 ( 29,953 ) ( 57,969 )

Income tax provision (benefit) $ 125,309 $ 15,361 $ ( 19,897 )

Deferred income tax (benefit) provision ( 14,952 ) 26,612 ( 29,953 )

Income tax provision $ 152,743 $ 125,309 $ 15,361

On December 15, 2022, the European Union (“EU”) Member State formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15% as established by the Organization for Economic Cooperation and Development Pillar Two Framework (“OECD Pillar Two Framework”).

The EU effective dates are January 1, 2024 and January 1, 2025, for different aspects of the directive.

A significant number of other countries are expected to also implement similar legislation with varying effective dates in the

A significant number of other countries have enacted or are currently drafting legislation to implement the OECD Pillar Two

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company is continuing to evaluate the potential impact on future periods of the OECD Pillar Two Framework.

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

The tax effects of cumulative temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below.

4 unchanged sentences

Tax credit carryforwards 71,222 89,737

Disallowed interest carryforwards 31,531 64,463

Capitalized research expenses 127,428 89,979

Disallowed interest carryforwards 6,837 31,531

Stock-based compensation 30,671 27,448

4 unchanged sentences

Less valuation allowance ( 156,710 ) ( 159,675 )

Net deferred tax assets 349,855 348,517

Deferred tax assets, net of valuation allowance 324,486 349,855

Deferred tax liabilities:

6 unchanged sentences

Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when the taxes are paid or recovered.

Pursuant to the Tax Cuts and Jobs Act of 2017, beginning in 2022, the Company is required to capitalize and amortize research expenses for income tax purposes.

At December 31, 2024, the Company has federal and state net operating losses (“NOLs”) of $ 5.9 million and $ 117.5 million, respectively.

If not utilized, $ 2.0 million of the federal NOLs can be carried forward indefinitely, and $ 6.3 million will expire at various times between 2033 and 2037.

While subject to limitation under Section 382 of the Internal Revenue code and other separate return limitations, federal NOLs of $ 5.5 million are expected to be used through 2037.

Of the state NOLs, $ 1.3 million can be carried forward indefinitely and $ 116.2 million will expire at various times between 2025 and 2044.

Federal and state NOLs of $ 2.0 million and $ 113.3 million, respectively, can be used against future taxable income without restriction and the remaining NOLs are subject to limitations under Section 382 of the Internal Revenue Code, separate return limitations, and applicable state law.

State NOLs of $ 104.1 million can be used against future taxable income without restriction and the remaining NOLs are subject to separate return limitations under applicable state law.

At December 31, 2024, the Company has foreign NOLs of $ 662.8 million available to offset future income.

2 unchanged sentences

During 2024, the Company recognized tax benefits related to NOLs of $ 2.8 million.

At December 31, 2023, the Company has federal and foreign disallowed interest carryforwards of $ 97.7 million and $ 37.6 million, respectively, that can be carried forward indefinitely and can be used against future taxable income.

At December 31, 2024, the Company has foreign disallowed interest carryforwards of $ 24.2 million that can be carried forward indefinitely and can be used against future taxable income.

At December 31, 2024, the Company has tax credit carryforwards of $ 84.7 million.

Of this amount, $ 59.9 million relates to state and foreign tax credits for research activities, of which $ 7.6 million will expire at various times between 2030 and 2044.

Our credit carryforwards also include $ 22.7 million of domestic foreign tax

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At December 31, 2023, the Company has tax credit carryforwards of $ 106.2 million.

Of this amount, $ 59.6 million relates to federal, state, and foreign tax credits for research activities, of which $ 6.5 million will expire at various times between 2030 and 2043.

Our credit carryforwards also include $ 41.5 million of domestic foreign tax credits, which will expire at various times between 2024 and 2033.

The Company has $ 2.7 million of foreign tax credits in the United Kingdom that may be carried forward indefinitely.

credits, which will expire at various times between 2027 and 2033.

Additionally, the Company has $ 2.1 million of other credits, primarily consisting of foreign employment tax credits which expire at various times between 2030 and 2032.

The Company regularly assesses the realizability of deferred tax assets considering all available evidence, including, to the extent applicable, the nature, frequency, and severity of prior cumulative losses, forecasts of future taxable income, tax filing status, the duration of statutory carryforward periods, available tax planning and historical experience.

During the year ended December 31, 2023, we recorded an $ 88.5 million net increase to the valuation allowance, which included an increase of $ 127.5 million primarily related to foreign losses and other attributes and a decrease of $ 39.0 million primarily related to U.S.

foreign tax credits and state NOLs.

During the year ended December 31, 2024, we recorded a $ 3.0 million net decrease to the valuation allowance, primarily related to a reduction in the deferred tax rate applied in certain jurisdictions, which was partially offset by an increase related to foreign disallowed interest carryforwards, net operating losses, and other deferred tax assets for which we do not believe a tax benefit is more likely than not to be realized.

At December 31, 2024, the Company had a valuation allowance of $ 156.7 million related to the portion of NOLs, credits, and other deferred tax assets for which it is more likely than not that the tax benefit will not be realized.

14 unchanged sentences

Other, net 5,678 2,143 3,329

Income tax provision (benefit) $ 125,309 $ 15,361 $ ( 19,897 )

Income tax provision $ 152,743 $ 125,309 $ 15,361

The 2024 income tax provision was impacted by nondeductible stock-based compensation and state income taxes partially offset by benefits from a lower tax rate on U.S.

income derived from foreign sources and research credits.

The 2023 income tax provision benefited primarily from (i) the release of a valuation allowance associated with U.S.

5 unchanged sentences

The benefits were partially offset by higher state income taxes due to higher taxable income in the U.S.

The 2021 income tax provision benefited primarily from (i) excess tax benefits generated by the exercise and vesting of stock-based awards and (ii) research credits.

MATCH GROUP, INC.

12 unchanged sentences

The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision.

Our income tax provision for each of the years ended December 31, 2023, 2022, and 2021, includes a decrease of interest and penalties of $ 0.3 million, respectively.

Our income tax provision for each of the years ended December 31, 2024, 2023, and 2022, includes an increase (decrease) of interest and penalties of $ 0.7 million, $( 0.3 ) million, and $( 0.3 ) million, respectively.

At December 31, 2024 and 2023, noncurrent income taxes payable include accrued interest and penalties of $ 1.6 million and $ 0.9 million, respectively.

1 unchanged sentence

These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions.

The Internal Revenue Service (“IRS”) has substantially completed its audit of the Company’s federal income tax returns for years through December 31, 2019, and the statute of limitations for years 2013 through 2019 has expired as of December 31, 2023.

The Internal Revenue Service (“IRS”) has substantially completed its audit of the Company’s federal income tax returns for years through December 31, 2019.

Although the 2020 tax year is closed to assessment, adjustments to taxable income may still be made if it impacts net operating loss or credit carryforwards coming out of that year.

Returns filed in various other jurisdictions are open to examination for tax years beginning with 2013.

15 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The key components of (loss) earnings from discontinued operations for the years ended December 31, 2022, and 2021 consist of the following:

Years Ended December 31,

The key components of loss from discontinued operations for the year ended December 31, 2022 consist of the following:

Year Ended December 31, 2022

(In thousands)

Income tax (provision) benefit $ ( 2,211 ) $ 509

(Loss) earnings from discontinued operations $ ( 2,211 ) $ 509

Income tax provision $ ( 2,211 )

Loss from discontinued operations $ ( 2,211 )

NOTE 5—GOODWILL AND INTANGIBLE ASSETS

6 unchanged sentences

The following table presents the balance of goodwill, including the changes in the carrying value of goodwill, for the years ended December 31, 2024 and 2023:

Tinder Hinge Evergreen & Emerging MG Asia Total

(In thousands)

Balance at January 1 $ 2,348,366 $ 2,411,996

Balance at December 31, 2022

$ — $ — $ — $ — $ 2,348,366

Additions — — — — 12,525

1 unchanged sentence

Balance at December 31, 2023

During the year ended December 31, 2022, the Company recognized impairment charges of $ 270.1 million related to Hyperconnect indefinite- and definite-lived intangible assets related to a decline in long-term projections for the business since the acquisition in June 2021, including adverse foreign currency impacts in certain of Hyperconnect’s key markets, and the use of higher discount rates to value the assets.

Additionally, the Company recognized $ 49.4 million of impairment during the year ended December 31, 2022 related to certain trade names including the Meetic and Match brands in Europe and certain affinity brands in the U.S., primarily due to declining projections at such brands.

These charges are included within impairment and amortization of intangibles in the consolidated statement of operations.

$ — $ — $ — $ — $ 2,342,612

Foreign Exchange Translation — — — — ( 19,883 )

Other Adjustments — — — — ( 2,997 )

Reallocation to segments in the third quarter of 2024 (a)

1,532,968 512,846 182,517 91,401 —

Foreign Exchange Translation — — — ( 9,002 ) ( 9,002 )

Balance at December 31, 2024

$ 1,532,968 $ 512,846 $ 182,517 $ 82,399 $ 2,310,730

______________________

(a) Represents the reallocation of goodwill to four new reporting units.

See “Note 12—Segment and Geographic Information” for additional information.

During the year ended December 31, 2024, in connection with our decision to terminate certain of our live streaming services and our Hakuna app, we recognized impairment charges of $ 30.6 million related to indefinite- and definite-lived intangible assets in the Match Group Asia and Evergreen & Emerging segments.

For certain assets with no remaining cash flow, the Company fully impaired the asset.

For assets with remaining cash flows, the Company conducted discounted cash flow valuations.

The Company also reclassified an indefinite-lived intangible asset with a carrying value of $ 47.2 million to the definite-lived intangible asset category during the year ended December 31, 2024 because the asset is no longer considered to have an indefinite life.

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During the year ended December 31, 2022, the Company recognized impairment charges of $ 270.1 million in the Match Group Asia segment related to Hyperconnect indefinite- and definite-lived intangible assets related to a decline in long-term projections for the business since the acquisition in June 2021, including adverse foreign currency impacts in certain of Hyperconnect’s key markets, and the use of higher discount rates to value the assets.

Additionally, the Company recognized $ 49.4 million of impairment in the Evergreen & Emerging segment during the year ended December 31, 2022 related to certain trade names including the Meetic and Match brands in Europe and certain affinity brands in the U.S., primarily due to declining projections at such brands.

These charges are included within impairment and amortization of intangibles in the consolidated statement of operations.

Intangible assets with indefinite lives are trade names and trademarks acquired in various acquisitions.

23 unchanged sentences

Total $ 118,517

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6—FINANCIAL INSTRUMENTS

3 unchanged sentences

For both the years ended December 31, 2024 and 2023, there were no adjustments, either downward or upward, to the carrying value of equity securities without readily determinable fair values.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fair Value Measurements

26 unchanged sentences

Total $ 125,659 $ 81,200 $ 206,859

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Financial instruments measured at fair value only for disclosure purposes

9 unchanged sentences

At December 31, 2023, the fair value of the outstanding 2026 Exchangeable Notes and 2030 Exchangeable Notes is $ 517.2 million, and $ 500.3 million, respectively.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At December 31, 2024 and 2023, the fair value of long-term debt, net is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs.

2 unchanged sentences

(In thousands)

Credit Facility due February 13, 2025 $ — $ —

Credit Facility due March 20, 2029 (a)

Term Loan due February 13, 2027

13 unchanged sentences

3.625 % Senior Notes due October 1, 2031 (the “ 3.625 % Senior Notes”);

interest payable each April 1 and October 1 commencing on April 1, 2022

interest payable each April 1 and October 1

500,000 500,000

9 unchanged sentences

Total long-term debt, net $ 3,848,983 $ 3,842,242

The following diagram illustrates where debt is held in our corporate structure as of December 31, 2023.

______________________

(a) Subject to springing maturity, described below.

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following diagram illustrates where debt is held in our corporate structure as of December 31, 2024.

Credit Facility and Term Loan

MG Holdings II is the borrower under a credit agreement (as amended, the “Credit Agreement”) that provides for the Credit Facility and the Term Loan.

Effective June 30, 2023, we entered into an amendment to replace the contractual LIBOR rate with a term secured overnight financing rate plus an applicable adjustment (“Adjusted Term SOFR”) for future repricing events under the Credit Facility or Term Loan and new borrowings.

The Credit Facility has a borrowing capacity of $ 750 million and matures on February 13, 2025.

At both December 31, 2023 and 2022, there were no outstanding borrowings, $ 0.4 million in outstanding letters of credit, and $ 749.6 million of availability under the Credit Facility.

On March 20, 2024, we entered into an amendment to reduce the borrowing availability under the Credit Facility from $ 750 million to $ 500 million and extend the maturity date of the Credit Facility.

The maturity date of the Credit Facility is the earlier of (x) March 20, 2029 and (y) the date that is 91 days prior to the maturity date of the Term Loan or the existing senior notes due 2027, 2028, or 2029, or any new indebtedness used to refinance the Term Loan or such senior notes that matures prior to the date that is 91 days after March 20, 2029, in each case if and only if at least $ 250 million in aggregate principal amount of such debt is outstanding on such date.

At December 31, 2024 and 2023, the Credit Facility has a borrowing capacity of $ 500 million and $ 750 million, respectively.

At both December 31, 2024 and 2023, there were no outstanding borrowings under the credit facility.

At December 31, 2024 and 2023, there were letters of credit of $ 0.6 million and $ 0.4 million, respectively.

At December 31, 2024 and 2023, there was $ 499.4 million and $ 749.6 million, respectively, of availability under the Credit Facility.

The annual commitment fee on undrawn funds, which is based on MG Holdings II’s consolidated net leverage ratio, was 25 basis points as of December 31, 2024.

Borrowings under the Credit Facility bear interest, at MG Holdings II’s option, at a base rate or Adjusted Term SOFR, in each case plus an applicable margin, based on MG Holdings II’s consolidated net leverage ratio.

Borrowings under the Credit Facility bear interest, at MG Holdings II’s option, at a base rate or a term secured overnight financing rate plus an applicable adjustment (“Adjusted Term SOFR”), plus an applicable margin based on MG Holdings II’s consolidated net leverage ratio.

If MG Holdings II borrows under the Credit Facility, it will be required to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0.

At both December 31, 2024 and 2023, the outstanding balance on the Term Loan was $ 425 million.

The Term Loan bears interest at Adjusted Term SOFR plus 1.75 %, which was 7.27 % at December 31, 2023.

At December 31, 2022, the Term Loan bore interest at LIBOR plus 1.75 %, which was 6.49 %.

The Term Loan bears interest at Adjusted Term SOFR plus 1.75 % and the applicable rate was 6.22 % and 7.27 % at December 31, 2024 and 2023, respectively.

The Term Loan matures on February 13, 2027.

1 unchanged sentence

The Term Loan provides for annual principal payments as part of an excess cash flow sweep provision, the amount of which, if any, is governed by the secured net leverage ratio set forth in the Credit Agreement.

The Credit Agreement includes covenants that would limit the ability of MG Holdings II to pay dividends, make distributions, or repurchase MG Holdings II’s stock in the event MG Holdings II’s secured net leverage ratio exceeds 2.0 to 1.0, while the Term Loan remains outstanding and, thereafter, if MG Holdings II’s consolidated net leverage ratio exceeds 4.0 to 1.0, or if an event of default has occurred.

The Credit Agreement includes additional covenants that limit the ability of MG Holdings II and its subsidiaries to, among other things, incur indebtedness, pay dividends, or make distributions.

Obligations under the Credit Facility and Term Loan are unconditionally guaranteed by certain MG Holdings II wholly-owned domestic subsidiaries and are also secured by the stock of certain MG Holdings II domestic and foreign subsidiaries.

The Term Loan and outstanding borrowings, if any, under the Credit Facility rank equally with each other, and have priority over the Senior Notes to the extent of the value of the assets securing the borrowings under the Credit Agreement.

The Term Loan and outstanding borrowings, if any,

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

under the Credit Facility rank equally with each other, and have priority over the Senior Notes to the extent of the value of the assets securing the borrowings under the Credit Agreement.

The 3.625 % Senior Notes were issued on October 4, 2021.

9 unchanged sentences

The proceeds from these notes were used to redeem then outstanding senior notes, to pay expenses associated with the offering, and for general corporate purposes.

These notes may be redeemed at the redemption prices set forth below,

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

together with accrued and unpaid interest to the applicable redemption date:

These notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date:

Beginning June 1, Percentage

2024 101.156 %

2025 and thereafter 100.000 %

8 unchanged sentences

2028 and thereafter 100.000 %

The 5.625 % Senior Notes were issued on February 15, 2019.

The 5.625 % Senior Notes were issued on February 15, 2019, and are currently redeemable.

The proceeds from these notes were used to repay outstanding borrowings under the Credit Facility, to pay expenses associated with the offering, and for general corporate purposes.

At any time prior to February 15, 2024, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes.

Thereafter, these notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date:

These notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date:

Beginning February 15, Percentage

3 unchanged sentences

2027 and thereafter 100.000 %

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The 5.00 % Senior Notes were issued on December 4, 2017, and are currently redeemable.

3 unchanged sentences

2024 100.833 %

2025 and thereafter 100.000 %

2 unchanged sentences

There are additional covenants in the 5.00 % Senior Notes indenture that limit the ability of MG Holdings II and its subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the event MG Holdings II is not in compliance with specified financial ratios, and (ii) incur liens, enter into agreements restricting their ability to pay dividends, enter into transactions with affiliates, or consolidate, merge, or sell substantially all of their assets.

The indentures

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

governing the 3.625 % , 4.125 %, 4.625 %, and 5.625 % Senior Notes are less restrictive than the indentures governing the 5.00 % Senior Notes and generally only limit MG Holdings II’s and its subsidiaries’ ability to, among other things, create liens on assets, or consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets.

The indentures governing the 3.625 %, 4.125 %, 4.625 %, and 5.625 % Senior Notes are less restrictive than the indentures governing the 5.00 % Senior Notes and generally only limit MG Holdings II’s and its subsidiaries’ ability to, among other things, create liens on assets, or consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets.

The Senior Notes all rank equally in right of payment.

14 unchanged sentences

(2) during the five -business day period after any five -consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company's common stock and the exchange rate on each such trading day;

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(3) if the issuer calls the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date;

7 unchanged sentences

Neither of the 2026 and 2030 Exchangeable Notes were exchangeable as of December 31, 2024.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At both December 31, 2024 and December 31, 2023, there was no value in excess of the principal of each

of the 2026 and 2030 Exchangeable Notes outstanding on an if-converted basis using the Company’s stock price on December 31, 2024 and December 31, 2023, respectively.

Additionally, all or any portion of the 2026 Exchangeable Notes and 2030 Exchangeable Notes may be redeemed for cash, at the respective issuer’s option, at any time and on or after June 20, 2023 and July 20, 2026, respectively, if the last reported sale price of the Company’s common stock has been at least 130 % of the exchange price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which the notice of redemption is provided, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the applicable issuer provides notice of redemption, at a redemption price equal to 100 % of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Additionally, all or any portion of the 2026 Exchangeable Notes may be redeemed for cash at the respective issuer’s option, at any time and, for the 2030 Exchangeable Notes, on or after July 20, 2026, if the last reported sale price of the Company’s common stock has been at least 130 % of the exchange price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which the notice of redemption is provided, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the applicable issuer provides notice of redemption, at a redemption price equal to 100 % of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The following table sets forth the components of the outstanding Exchangeable Notes as of December 31, 2024 and 2023:

5 unchanged sentences

Net carrying value included in long-term debt, net $ 572,629 $ 569,408 $ 571,024 $ 568,370

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table sets forth interest expense recognized related to the Exchangeable Notes for the years ended December 31, 2024, 2023, and 2022:

6 unchanged sentences

Year Ended December 31, 2023

2022 Exchangeable Notes (a)

2026 Exchangeable Notes 2030 Exchangeable Notes

10 unchanged sentences

Total interest expense recognized $ 767 $ 6,599 $ 12,493

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

______________________

7 unchanged sentences

The Exchangeable Notes Warrants have a dilutive effect on the Company’s common stock to the extent that the market price per share of the Company’s common stock exceeds their respective strike prices.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables present details of the Exchangeable Notes Hedges and Warrants outstanding at December 31, 2024:

19 unchanged sentences

Total long-term debt, net $ 3,848,983

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8—SHAREHOLDERS’ EQUITY

4 unchanged sentences

Reserved Common Shares

In connection with equity compensation plans, the Exchangeable Notes, and warrants, 64.5 million shares of Match Group common stock are reserved at December 31, 2023.

In connection with equity compensation plans, the Exchangeable Notes, and Exchangeable Notes Warrants, 65.7 million shares of Match Group common stock are reserved at December 31, 2024.

Common Stock Repurchases

In May 2022, our Board of Directors approved a shares repurchase program (the “2022 Share Repurchase Program”) to repurchase up to 12.5 million shares of our common stock.

In April 2023, our Board of Directors approved a share repurchase program (the “2023 Share Repurchase Program”) for the repurchase of up to $ 1.0 billion in aggregate value of shares of Match Group stock, which replaced the 2022 Share Repurchase Program.

On January 30, 2024, the Board of Directors of the Company approved a new share repurchase program of up to $ 1.0 billion in aggregate value of shares of Match Group stock (the “2024 Share Repurchase Program”).

The 2024 Share Repurchase Program replaces the 2023 Share Repurchase Program.

During the years ended December 31, 2023 and 2022, we repurchased 13.5 million and 7.2 million shares of our common stock, respectively, for aggregate consideration, on a trade date basis, of $ 546.2 million and $ 482.0 million, respectively.

No repurchases were made during 2021.

In May 2022, our Board of Directors approved a share repurchase program (the “2022 Share Repurchase Program”) to repurchase up to 12.5 million shares of our common stock.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In January 2024, the Board of Directors approved a share repurchase program of up to $ 1.0 billion in aggregate value of shares of Match Group stock (the “January 2024 Share Repurchase Program”), which replaced the 2023 Share Repurchase Program.

On December 10, 2024, the Board of Directors authorized a new repurchase program of up to $ 1.5 billion in aggregate value of shares of Match Group common stock (the “December 2024 Share Repurchase Program”).

The December 2024 Share Repurchase Program will take effect when the January 2024 Share Repurchase Program, of which $ 247 million in aggregate value of shares of Match Group common stock remains available as of December 31, 2024, is exhausted.

Under both the January and December 2024 Share Repurchase Programs, shares of our common stock may be purchased on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans.

Both the January and December 2024 Share Repurchase Programs may be commenced, suspended or discontinued at any time.

During the years ended December 31, 2024, 2023, and 2022, we repurchased 22.2 million, 13.5 million and 7.2 million shares of our common stock, respectively, for aggregate consideration, on a trade date basis, of $ 752.7 million, $ 546.2 million and $ 482.0 million, respectively.

Preferred Stock

1 unchanged sentence

No shares have been issued under this authorization.

On December 10, 2024, the Company’s Board of Directors declared a cash dividend of $ 0.19 per share of outstanding common stock, to stockholders of record as of the close of business on January 6, 2025, in the aggregate amount equal to $ 47.8 million, payable on January 21, 2025.

Additionally, restricted stock units (“RSUs”) granted on or after February 1, 2024 receive dividend equivalents that vest proportionally to the underlying award’s vesting schedule.

NOTE 9—ACCUMULATED OTHER COMPREHENSIVE LOSS

6 unchanged sentences

Other comprehensive loss ( 64,144 ) ( 16,289 ) ( 145,428 )

Amounts reclassified into earnings

Net current period other comprehensive loss

( 64,140 ) ( 16,289 ) ( 145,428 )

Balance at December 31 $ ( 449,611 ) $ ( 385,471 ) $ ( 369,182 )

11 unchanged sentences

$ 551,313 $ 551,313 $ 651,472 $ 651,472 $ 362,130 $ 362,130

Net loss attributable to noncontrolling interests

Net (earnings) loss attributable to noncontrolling interests

( 37 ) ( 37 ) 67 67 2,027 2,027

5 unchanged sentences

$ 551,276 $ 563,943 $ 651,539 $ 664,142 $ 364,157 $ 368,086

Net (loss) earnings from discontinued operations attributable to shareholders

Net loss from discontinued operations attributable to shareholders

— — — — ( 2,211 ) ( 2,211 )

12 unchanged sentences

$ 2.12 $ 2.02 $ 2.36 $ 2.26 $ 1.29 $ 1.25

(Loss) earnings per share from discontinued operations, net of tax

Loss per share from discontinued operations, net of tax

$ — $ — $ — $ — $ ( 0.01 ) $ ( 0.01 )

3 unchanged sentences

(a) The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Notes.

For the year ended December 31, 2023, the Company adjusted net earnings attributable to Match Group, Inc.

For the years ended December 31, 2024 and 2023, the Company adjusted net earnings attributable to Match Group, Inc.

shareholders for the cash interest expense, net of income taxes, incurred on the 2026 and 2030 Exchangeable Notes.

Dilutive shares were also included for the same series of Exchangeable Notes.

For the years ended December 31, 2022 and 2021, the Company adjusted net earnings from continuing operations attributable to Match Group, Inc.

For the year ended December 31, 2022, the Company adjusted net earnings from continuing operations attributable to Match Group, Inc.

shareholders for the cash interest expense, net of income taxes, incurred on the 2022 and 2026 Exchangeable Notes and dilutive

3 unchanged sentences

shares were included for the same set of notes.

For the years ended December 31, 2022 and 2021, the 2030 Exchangeable Notes were not more dilutive under the if-converted method and therefore no adjustment to net earnings attributable to Match Group, Inc.

for cash interest expense related to the 2030 Exchangeable Notes was made for those years, and the weighted average 6.8 million shares related to the 2030 Exchangeable Notes are excluded from dilutive securities for both years.

For the year ended December 31, 2022, the 2030 Exchangeable Notes were not more dilutive under the if-converted method and therefore no adjustment to net earnings attributable to Match Group, Inc.

for cash interest expense related to the 2030 Exchangeable Notes was made for the year, and the weighted average 6.8 million shares related to the 2030 Exchangeable Notes are excluded from dilutive securities.

(b) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options, warrants, and subsidiary denominated equity and vesting of restricted stock units.

4 unchanged sentences

NOTE 11—STOCK-BASED COMPENSATION

The Company currently has three active stock and annual incentive plans;

two Former Match Group plans were assumed as part of the Separation (the 2015 and 2017 plans) and another plan was approved by shareholders on June 25, 2020 (the 2020 plan).

The 2015 and 2017 plans (i) cover stock options to acquire shares of Match Group common stock, restricted stock units (“RSUs”), PSUs, and stock settled stock appreciation rights denominated in the equity of certain of our subsidiaries, in each case with respect to awards granted by the Company as well as awards previously granted by Former Match Group prior to the Separation, and (ii) provide for the future grant of equity awards by the Company.

The Company currently has four active stock and annual incentive plans:

two Former Match Group plans that were assumed as part of the Separation (the 2015 and 2017 plans), a plan that was approved by shareholders on June 25, 2020 (the 2020 plan), and a plan that was approved by shareholders on June 21, 2024 (the 2024 plan).

The 2015, 2017, and 2024 plans cover stock options to acquire shares of Match Group common stock, RSUs, PSUs, and stock settled stock appreciation rights denominated in the equity of certain of our subsidiaries, in each case with respect to awards granted by the Company, and in the case of the 2015 and 2017 plans, awards previously granted by Former Match Group prior to the Separation.

The 2015 and 2024 plans authorize the Company to grant awards to its employees, officers, directors and consultants.

1 unchanged sentence

The 2020 plan covers options previously granted by Former IAC that converted into Match Group options as a result of the Separation.

No additional grants can be made from the 2020 plan.

No additional grants can be made from the 2017 and 2020 plans.

The 2015, 2017, and 2024 plans have a stated term of ten years and provide that the exercise price of stock options granted will not be less than the market price of the Company’s common stock on the grant date.

Neither plan specifies grant dates or vesting schedules of awards as those determinations have been delegated to the Compensation and Human Resources Committee of Match Group’s Board of Directors (the “Committee”).

No plan specifies grant dates or vesting schedules of awards as those determinations have been delegated to the Compensation and Human Resources Committee of Match Group’s Board of Directors (the “Committee”).

Each grant agreement reflects the vesting schedule for that particular grant as determined by the Committee.

RSUs outstanding generally vest over a three - or four-year period.

Market-based awards and PSUs outstanding generally vest over a two - to four-year period.

RSUs, PSUs, and market-based awards outstanding generally vest over a three - or four-year period.

Stock-based compensation expense recognized in the consolidated statement of operations includes expense related to the Company’s stock options, RSUs, market-based awards, PSUs for which vesting is considered probable, and equity instruments denominated in shares of subsidiaries.

3 unchanged sentences

The total income tax benefit recognized in the accompanying consolidated statement of operations for the years ended December 31, 2024, 2023, and 2022 related to all stock-based compensation is $ 28.7 million, $ 16.3 million and $ 72.5 million, respectively.

The aggregate income tax benefit recognized related to the exercise of stock options for the years ended December 31, 2024, 2023, and 2022 is $ 5.8 million, $ 3.2 million, and $ 53.5 million, respectively.

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The aggregate income tax benefit recognized related to the exercise of stock options for the years ended December 31, 2023, 2022, and 2021 is $ 3.2 million, $ 53.5 million, and $ 53.8 million, respectively.

Stock Options

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Exercised ( 385 ) 16.39

Expired and forfeited ( 14 ) 20.81

Expired ( 19 ) 25.58

Outstanding and exercisable at December 31, 2024 2,712 $ 21.39 2.0 $ 34,738

4 unchanged sentences

RSUs, PSUs, and market-based awards are awards in the form of phantom shares or units denominated in a hypothetical equivalent number of shares of Match Group common stock.

For market-based awards, the grant date fair value was estimated using a lattice model that incorporates a Monte Carlo simulation of the Company’s total shareholder return relative to companies within the Nasdaq 100 Index over various performance periods.

Each RSU, PSU, and market-based award grant is subject to service-based vesting, where a specific period of continued employment must pass before an award vests.

Each RSU, PSU, and market-based award is subject to service-based vesting, where a specific period of continued employment must pass before an award vests.

PSUs also include performance-based vesting conditions where certain performance targets set at the time of grant must be achieved before an award vests.

The number of market-based awards that ultimately vest is based on a valuation of a wholly-owned business or the Company’s market performance relative to certain other publicly-traded companies.

For RSU grants, the expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-based compensation over the vesting term.

For PSU grants, the expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-based compensation over the vesting term if the performance targets are considered probable of being achieved.

The number of market-based awards that ultimately vest is based on the Company’s market performance relative to certain other publicly-traded companies.

For RSU awards, the expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-based compensation over the vesting term.

For PSU awards, the expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-based compensation over the vesting term if the performance targets are considered probable of being achieved.

MATCH GROUP, INC.

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Forfeited ( 1,372 ) 48.47 ( 570 ) 56.64 ( 284 ) 96.45

Expired — — — — ( 368 ) 123.01

Unvested at December 31, 2024 8,777 $ 43.12 1,454 $ 41.31 2,976 $ 69.58

3 unchanged sentences

The total fair value of RSUs that vested during the years ended December 31, 2024 and 2023 was $ 239.9 million and $ 185.0 million, respectively.

No PSUs vested during the year ended December 31, 2023.

The total fair value of PSUs that vested during the year ended December 31, 2024 was $ 10.0 million.

There were 1.3 million and 0.8 million market-based awards granted during the years ended December 31, 2023 and 2022, respectively.

The vesting of the awards granted in 2023 and 2022 are dependent upon the Company’s total shareholder return relative to companies within the Nasdaq 100 Index over various performance periods.

No market-based awards vested during the year ended December 31, 2023.

The total fair value of market-based awards that vested during the year ended December 31, 2022 was $ 1.9 million.

No PSUs vested during the year ended December 31, 2023.

There were 1.3 million market-based awards granted during both the years ended December 31, 2024 and 2023.

The vesting of the awards granted in 2024 and 2023 are dependent upon the Company’s total shareholder return relative to companies within the Nasdaq 100 Index or Nasdaq composite index over various performance periods.

No market-based awards vested during the years ended December 31, 2024 and 2023.

Equity Instruments Denominated in Shares of Certain Subsidiaries

The Company has granted stock settled stock appreciation rights denominated in the equity of certain non-publicly traded subsidiaries to employees of those subsidiaries.

These equity awards vest over a specified period of time or upon the occurrence of certain specified events.

The value of the stock settled stock appreciation rights is based on the equity value of these subsidiaries.

Accordingly, these awards only have value to the extent the relevant business appreciates in value above the initial value utilized to determine the exercise price.

The fair value of the common stock of these subsidiaries is generally determined through a third-party valuation pursuant to the terms of the respective subsidiary equity plan.

These equity awards are settled on a net basis, with the award holder entitled to receive a payment in shares of Match Group common stock with a total value equal to the intrinsic value of the award at exercise.

The Company has granted stock settled stock appreciation rights and restricted stock units, both denominated in the equity of a certain non-publicly traded subsidiary to employees of the subsidiary.

These equity awards vest over a specified period of time.

The value of the stock settled stock appreciation rights and restricted stock units are based on the equity value of the subsidiary.

The stock settled stock appreciation rights awards only have value to the extent the relevant business appreciates in value above the initial value utilized to determine the exercise price.

The fair value of the common stock of the subsidiary is generally determined through a third-party valuation pursuant to the terms of the respective subsidiary equity plan.

The stock appreciation rights and restricted stock units are both settled on a net basis, with the award holder entitled to receive a payment in shares of Match Group common stock with a total value equal to the intrinsic value of the award at exercise, less applicable withholding taxes.

The number of shares of Match Group common stock ultimately needed to settle these awards may vary significantly from the estimated number below as a result of movements in our stock price and/or a determination of fair value of the relevant subsidiary that differs from our estimate.

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At December 31, 2024, the number of shares of Match Group common stock that would be required to settle these awards at estimated fair values, including vested and unvested awards, net of an assumed 50 % withholding tax, is 2.9 million shares.

The withholding taxes, which would be paid by the Company on behalf of the employees at exercise, required to settle the vested and unvested awards at estimated fair values on December 31, 2023 is $ 34.6 million assuming a 50 % withholding tax rate.

The withholding taxes, which would be paid by the Company on behalf of the employees at exercise or vesting, required to settle the vested and unvested awards at estimated fair values on December 31, 2024 is $ 95.3 million assuming a 50 % withholding tax rate.

The corresponding number of shares and withholding tax amount as of December 31, 2023 were 0.9 million shares and $ 34.6 million.

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2021 Global Employee Stock Purchase Plan (the "ESPP") was approved by the Company’s shareholders on June 15, 2021.

Under the ESPP, eligible employees may purchase the Company’s common stock at a 15 % discount of the lower of the market price of our common stock on the date of

Under the ESPP, eligible employees may purchase the Company’s

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

commencement of the applicable offering period or on the last day of the applicable six-month purchase period, subject to certain purchase limits.

common stock at a 15 % discount of the lower of the market price of our common stock on the date of commencement of the applicable offering period or on the last day of the applicable six-month purchase period, subject to certain purchase limits.

Under the ESPP, employees purchased 0.3 million shares at a weighted average price per share of $ 26.38 during the year ended December 31, 2024.

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Modifications of awards

During the years ended December 31, 2023, 2022, and 2021, the Company modified certain equity awards and recognized modification charges in continuing operations of $ 1.8 million, $ 14.6 million, and $ 10.2 million, respectively, impacting fewer than 30 employees in any given year.

NOTE 12—GEOGRAPHIC INFORMATION

During the years ended December 31, 2023 and 2022, the Company modified certain equity awards and recognized modification charges in continuing operations of $ 1.8 million and $ 14.6 million, respectively, impacting fewer than 30 employees in any given year.

NOTE 12—SEGMENT AND GEOGRAPHIC INFORMATION

Due to recent business developments in the third quarter of 2024 and continual assessment of the requirements under ASC 280, Segment Reporting , the Company reassessed its segment conclusions and determined that effective September 30, 2024, we are presenting four operating and reportable segments.

Our chief operating decision maker (“CODM”), who is our Chief Executive Officer, analyzes the results of our business through four operating segments consisting of brands or groups of brands within our portfolio:

Tinder, Hinge, Evergreen & Emerging, and MG Asia.

These four operating segments are also our reportable segments.

Our CODM primarily evaluates the operating results and performance of our segments through revenue, operating income, and Adjusted Operating Income.

These financial metrics are used to view operating trends, perform analytical comparisons, compare performance between periods, and evaluate variances to forecast on a monthly basis.

The Company re-allocated goodwill to each of the four reporting units based on their relative fair values as of September 30, 2024.

This change in reporting units is considered a triggering event that requires a goodwill impairment assessment to be performed immediately before and after the change.

There was no goodwill impairment identified in either the before or after impairment tests.

Goodwill was allocated to each of the four reporting units as follows:

Tinder, $ 1.5 billion;

Hinge, $ 0.5 billion;

Evergreen & Emerging, $ 0.2 billion;

and MG Asia, $ 0.1 billion.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents revenue by segment, which includes revenue from customers in the form of direct revenue, indirect revenue, which is primarily advertising revenue, and intersegment revenue, which is eliminated in consolidated results:

Years Ended December 31,

2024 2023 2022

(In thousands)

Tinder $ 1,991,137 $ 1,963,610 $ 1,841,629

Hinge 550,435 396,485 283,668

Evergreen & Emerging 654,168 700,925 741,256

MG Asia 284,522 303,484 322,290

Eliminations ( 889 ) — —

Total $ 3,479,373 $ 3,364,504 $ 3,188,843

The following tables present the segment profitability measures, operating income (loss) and Adjusted Operating Income, and a reconciliation of the total segment profitability measures to earnings before income taxes:

Years Ended December 31,

2024 2023 2022

(In thousands)

Operating income (loss):

Tinder $ 889,222 $ 955,519 $ 956,470

Hinge 121,482 74,261 78,723

Evergreen & Emerging 66,088 82,460 35,879

MG Asia ( 32,345 ) ( 8,675 ) ( 312,027 )

Total segment operating income 1,044,447 1,103,565 759,045

Corporate and unallocated costs (a)

( 221,135 ) ( 186,669 ) ( 244,040 )

Interest expense ( 160,071 ) ( 159,887 ) ( 145,547 )

Other income, net 40,815 19,772 8,033

Earnings before income taxes $ 704,056 $ 776,781 $ 377,491

______________________

(a) Includes stock-based compensation and depreciation.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31,

2024 2023 2022

(In thousands)

Adjusted Operating Income:

Tinder $ 1,017,023 $ 1,049,360 $ 1,027,883

Hinge 166,478 107,646 91,148

Evergreen & Emerging 170,418 163,796 159,717

MG Asia 60,806 61,790 34,432

Total segment Adjusted Operating Income 1,414,725 1,382,592 1,313,180

Corporate and unallocated costs ( 162,358 ) ( 124,059 ) ( 184,444 )

Stock-based compensation ( 267,381 ) ( 232,099 ) ( 203,880 )

Depreciation ( 87,499 ) ( 61,807 ) ( 43,594 )

Impairments and amortization of intangibles ( 74,175 ) ( 47,731 ) ( 366,257 )

Interest expense ( 160,071 ) ( 159,887 ) ( 145,547 )

Other income, net 40,815 19,772 8,033

Earnings before income taxes $ 704,056 $ 776,781 $ 377,491

Corporate and unallocated costs includes 1) corporate expenses (such as executive management, investor relations, corporate development, and board of director and public company listing fees), 2) portions of corporate services (such as legal, human resources, accounting, and tax), and 3) certain centrally managed services and technology that have not been allocated to the individual business segments (such as central trust and safety operations and certain shared software).

Our CODM does not review disaggregated assets on a segment basis;

therefore, such information is not presented.

Interest income and other income, net are not allocated to individual segments as these are managed on a consolidated basis.

The accounting policies for segment reporting are the same as for our consolidated financial statements.

The following tables present the significant segment expenses regularly reviewed by our CODM:

Year Ended December 31, 2024

Tinder Hinge Evergreen & Emerging MG Asia

(In thousands)

In-app purchase fees $ 414,908 $ 151,467 $ 70,735 $ 63,292

Cost of acquisition 183,220 98,808 195,738 73,407

Variable expense 122,053 17,100 41,592 28,321

Employee compensation expense, excluding stock-based compensation expense 197,157 95,445 131,039 40,632

Other operating expenses (a)

56,776 21,137 44,646 18,064

Stock-based compensation (b)

90,141 42,673 54,922 25,818

Depreciation (b)

37,660 2,323 21,732 20,834

Impairment and amortization of intangible assets (b)

— — 27,676 46,499

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2023

Tinder Hinge Evergreen & Emerging MG Asia

(In thousands)

In-app purchase fees $ 417,571 $ 110,093 $ 70,012 $ 70,251

Cost of acquisition 167,566 67,758 202,831 77,456

Variable expense 119,333 15,004 63,779 29,296

Employee compensation expense, excluding stock-based compensation expense 167,019 79,084 148,285 42,338

Other operating expenses (a)

42,761 16,900 52,222 22,353

Stock-based compensation (b)

68,644 31,459 50,268 23,399

Depreciation (b)

25,197 1,926 18,732 11,671

Impairment and amortization of intangible assets (b)

— — 12,336 35,395

Year Ended December 31, 2022

Tinder Hinge Evergreen & Emerging MG Asia

(In thousands)

In-app purchase fees $ 384,995 $ 79,098 $ 64,044 $ 73,154

Cost of acquisition 110,625 37,147 234,872 91,607

Variable expense 110,106 10,613 71,205 50,873

Employee compensation expense, excluding stock-based compensation expense 160,816 51,645 155,347 43,410

Other operating expenses (a)

47,204 14,017 56,071 28,814

Stock-based compensation (b)

56,085 10,794 52,498 28,294

Depreciation (b)

15,328 1,631 17,971 5,277

Impairment and amortization of intangible assets (b)

— — 53,369 312,888

______________________

(a) Other operating expenses primarily consists of office rent, business software, travel, indirect taxes, and professional fees.

(b) Expense is a non-cash item and excluded from the profitability measure of Adjusted Operating Income (Loss).

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Geographic Information

Revenue by geography is based on where the customer is located.

The United States is the only country from which revenue is greater than 10 percent of total revenue.

Geographic information about revenue and long-lived assets is presented below:

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Total $ 3,479,373 $ 3,364,504 $ 3,188,843

The United States is the only country from which revenue is greater than 10 percent of total revenue.

(In thousands)

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The Company combines the lease and non-lease components of lease payments in determining ROU assets and related lease liabilities.

If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the

If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the options.

Lease expense is recognized on a straight-line basis over the term of the lease.

Leases with an initial term of twelve months or less (“short-term leases”) are not recorded on the accompanying consolidated balance sheet.

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Company will exercise the options.

Lease expense is recognized on a straight-line basis over the term of the lease.

Leases with an initial term of twelve months or less (“short-term leases”) are not recorded on the accompanying consolidated balance sheet.

Variable lease payments consist primarily of common area maintenance, utilities, and taxes, which are not included in the recognition of ROU assets and related lease liabilities.

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Total lease liabilities $ 103,796 $ 114,864

Lease Cost Income Statement Classification Year Ended December 31, 2023 Year Ended December 31, 2022

Lease Cost Income Statement Classification Year Ended December 31, 2024

Year Ended December 31, 2023

(In thousands)

8 unchanged sentences

______________________

(a) Includes approximately $ 1.5 million and $ 2.6 million of short-term lease cost, and $ 0.5 million and $ 0.3 million of sublease income, for the years ended December 31, 2023 and December 31, 2022, respectively.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(a) Includes approximately $ 0.6 million and $ 1.5 million of short-term lease cost for the years ended December 31, 2024 and December 31, 2023, respectively.

Maturities of lease liabilities as of December 31, 2024 (a) :

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Interest ( 15,811 )

Tenant improvement receivables ( 1,450 )

Present value of lease liabilities $ 103,796

1 unchanged sentence

(a) Operating lease payments exclude $ 28.1 million of legally binding minimum lease payments for leases signed but not yet commenced.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following are the weighted average assumptions used for lease term and discount rate:

2 unchanged sentences

Discount rate 3.86 % 3.76 %

Year Ended December 31, 2023 Year Ended December 31, 2022

Year Ended December 31, 2024

Year Ended December 31, 2023

(In thousands)

4 unchanged sentences

The Company has funding commitments in the form of purchase obligations and surety bonds.

The purchase obligations are $ 103.2 million for 2024, $ 85.0 million for 2025, and $ 14.2 million for 2026, for a total of $ 202.4 million in purchase obligations.

The purchase obligations are $ 68.6 million for 2025, $ 8.7 million for 2026, $ 9.8 million for 2027, and $ 9.0 million for 2028, for a total of $ 96.1 million in purchase obligations.

The purchase obligations primarily relate to web hosting service commitments.

Letters of credit and surety bonds totaling $ 0.5 million are currently outstanding as of December 31, 2023.

Contingencies

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The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss.

It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

material impact on the liquidity, results of operations, or financial condition of the Company.

It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company.

See “Note 3—Income Taxes” for additional information related to income tax contingencies.

2 unchanged sentences

FTC Lawsuit Against Former Match Group

On September 25, 2019, the United States Federal Trade Commission (the “FTC”) filed a lawsuit in federal district court in Texas against Former Match Group.

On September 25, 2019, the United States Federal Trade Commission (the “FTC”) filed a lawsuit in federal district court in Texas against the company formerly known as Match Group, Inc.

Match Group, Inc.

3 unchanged sentences

The complaint seeks among other things permanent injunctive relief, civil penalties, restitution, disgorgement, and costs of suit.

On March 24, 2022, the court granted our motion to dismiss with prejudice on Claims I and II of the complaint relating to communication notifications and granted our motion to dismiss with respect to all requests for monetary damages on Claims III and IV relating to the guarantee offer and chargeback policy.

On March 24, 2022, the court granted our motion to dismiss with prejudice on Claims I and II of the complaint relating to communication

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

notifications and granted our motion to dismiss with respect to all requests for monetary damages on Claims III and IV relating to the guarantee offer and chargeback policy.

On July 19, 2022, the FTC filed an amended complaint adding Match Group, LLC as a defendant.

On September 11, 2023, both parties filed motions for summary judgment.

The case is set for trial in June 2025.

Our consolidated financial statements do not reflect any provision for a loss with respect to this matter, as we do not believe there is a probable likelihood of an unfavorable outcome.

4 unchanged sentences

On January 8, 2024, the DPC provided us with a preliminary draft decision alleging that certain of Tinder’s access and retention policies, largely relating to protecting the safety and privacy of Tinder’s users, violate GDPR requirements.

Our response to the preliminary draft decision is due by March 15, 2024.

We filed our response to the preliminary draft decision on March 15, 2024.

Our consolidated financial statements do not reflect any provision for a loss with respect to this matter, as we do not believe there is a probable likelihood of an unfavorable outcome.

1 unchanged sentence

We believe we have strong defenses to these claims and will defend vigorously against them.

Consumer Class Action Litigation Challenging Tinder’s Age-Tiered Pricing

On May 28, 2015, a putative state-wide class action was filed against Tinder in state court in California.

See Allan Candelore v.

BC583162 (Superior Court of California, County of Los Angeles).

The complaint principally alleges that Tinder violated California’s Unruh Civil Rights Act by offering and charging users over a certain age a higher price than younger users for subscriptions to its premium Tinder Plus service.

Plaintiff seeks damages in an unspecified amount.

On July 15, 2024, the court granted Plaintiff’s motion to certify a class of approximately 270,000 individuals based upon California Tinder Plus and Tinder Gold subscribers age 29 and over.

On January 17, 2025, the court denied our motion to compel the class and the Plaintiff to arbitration.

We filed a Notice of Appeal on January 24, 2025.

Our consolidated financial statements do not reflect any provision for a loss with respect to this matter.

While there is at least a reasonable possibility of an exposure to loss, the amount is difficult to predict.

If the court were to order restitution to all members of the class, we estimate the amount would be approximately $ 14 million, which we do not believe would be material to our business.

California’s Unruh Civil Rights Act provides for statutory damages of the higher of three times the amount of actual damages or $4,000.

Plaintiff has argued that the $4,000 in statutory damages should be incurred for each time a class member was charged a higher price;

however we contend that an exposure to that amount would not be permitted for various reasons, including the Due Process Clause of the U.S.

Constitution.

We believe that we have strong defenses and will continue to defend vigorously against the lawsuit.

NOTE 15—BENEFIT PLANS

2 unchanged sentences

The employer match under the Match Group Plan is 100 % of the first 10 % of a participant’s eligible earnings up to $ 10,000 , subject to IRS limits on the Company’s matching contribution that a participant contributes to the Match Group Plan.

Matching contributions under the plans for the years ended December 31, 2024, 2023, and 2022 were $ 14.5 million, $ 14.0 million and $ 13.5 million, respectively.

Matching contributions are invested in the same manner that each participant’s voluntary contributions are invested under the respective plans.

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Matching contributions under the plans for the years ended December 31, 2023, 2022, and 2021 were $ 14.0 million, $ 13.5 million and $ 10.9 million, respectively.

The increase in matching contributions is primarily due to increased headcount.

Matching contributions are invested in the same manner that each participant’s voluntary contributions are invested under the respective plans.

Internationally, Match Group also has or participates in various benefit plans, primarily defined contribution plans.

24 unchanged sentences

Accrued interest expense 29,899 30,184

Dividend payable 47,776 —

Other 83,163 79,924

6 unchanged sentences

(In thousands)

Other income (expense), net $ 19,772 $ 8,033 $ ( 465,038 )

Other income, net, in 2023 includes interest income of $ 26.8 million, partially offset by $ 7.9 million in net foreign currency losses.

Other income, net, in 2022 includes interest income of $ 4.4 million, gains of $ 3.5 million related to finalization of a legal settlement, and gains of $ 2.7 million related to mark-to-market adjustments pertaining to liability classified equity instruments;

partially offset by $ 2.0 million in net foreign currency losses.

Other expense, net, in 2021 includes a $ 441.0 million loss related to the former Tinder employee litigation settlement, a $ 14.6 million loss related to the changes in fair value of an embedded derivative arising from the repurchase of a portion of the 2022 Exchangeable Notes, a $ 5.2 million inducement expense arising from the repurchased 2022 Exchangeable Notes, and $ 1.8 million in net foreign currency losses;

partially offset by $ 2.4 million of gains on the net settlement of the note hedges and warrants.

Other income, net:

Interest income $ 41,105 $ 26,772 $ 4,368

Foreign currency losses ( 579 ) ( 7,919 ) ( 1,972 )

Other 289 919 5,637

Other income, net

$ 40,815 $ 19,772 $ 8,033

Cash and Cash Equivalents and Restricted Cash

4 unchanged sentences

Restricted cash included in other current assets

— 121 128 138

Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flow

9 unchanged sentences

Income tax refunds $ ( 3,754 ) $ ( 8,394 ) $ ( 13,658 )

Noncash issuance of common stock for the acquisition of Hyperconnect $ — $ — $ 890,851

NOTE 17—SUBSEQUENT EVENT

On January 21, 2025, the Company repaid the $ 425 million outstanding balance on the Term Loan utilizing cash on hand.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

1 unchanged sentence

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 7A. Quantitative and Qualitative Disclosures About Market Risk