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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-27 · 1040 added, 334 removed, 22 unchanged (98% of the section changed)

Risk Factor Summary

Our business is subject to a number of risks, including risks that may prevent us from achieving our

business objectives or may adversely affect our business, financial condition, and results of operations.

risks are discussed more fully below and include, but are not limited to:

Risk relating to our business

• If we fail to retain existing users or add new users, or if our users do not convert to paying users, our

revenue, financial results, and business may be significantly harmed.

• The industry for social connection apps is competitive, with low switching costs and a consistent stream

of new services and entrants, and innovation by our competitors may disrupt our business.

• Our restructuring and reorganization activities may be disruptive to our operations and harm our

business, and the investments we make in our business with the savings from such activities may not

achieve the intended results.

• Our growth and profitability rely, in part, on our ability to attract and retain users through cost-effective

marketing efforts.

• Distribution and marketing of, and access to, our services rely, in significant part, on a variety of third-

party platforms, in particular, mobile app stores.

• Inappropriate actions by certain of our users could be attributed to us or may not be adequately

prevented by us and consequently damage our brands’ reputations.

• Dependence on our key personnel.

• Our operations are subject to volatile global economic conditions, particularly those that adversely

impact consumer confidence and spending behavior.

• We have experienced, and in the future may again experience, operational and financial risks in

connection with acquisitions.

• We have incurred impairment charges related to our intangible assets in the past and may incur further

impairment charges related to our goodwill and other intangible assets in the future.

• We operate in various international markets, including certain markets in which we have limited

experience, and some of our brands continue to seek to increase their international scope.

• Foreign currency exchange rate fluctuations have adversely affected and may in the future adversely

affect our results of operations.

• Our user metrics and other estimates are subject to inherent challenges in measurement, and real or

perceived inaccuracies in those metrics may adversely affect our business, results of operations, and

• The limited operating history of our newer brands and services makes it difficult to evaluate our current

business and future prospects.

• Climate change may have a long-term impact on our business.

Risks relating to systems and infrastructures, data, security, privacy, and the use of AI

• Our success depends, in part, on the integrity of our systems and infrastructures and on our ability to

enhance, expand, and adapt these systems and infrastructures in a timely and cost-effective manner.

• Our success depends, in part, on the integrity of third-party systems and infrastructure.

• We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely

affected by cyberattacks experienced by third parties.

• The success of our services will depend, in part, on our ability to access, collect, and use personal data

about our users and subscribers.

• Breaches or unauthorized access of personal and confidential or sensitive user information that we

maintain and store.

• Challenges with properly managing the use of AI.

• Risks related to credit card payments, including data security breaches and fraud that we or third

parties experience.

• Risks related to our use of “open source” software.

Risks relating to legal and regulatory compliance

• Our business is subject to complex and evolving U.S., foreign, and international laws and regulations,

including with respect to data privacy, platform liability, and AI.

• We may fail to adequately protect our intellectual property rights or may be accused of infringing the

intellectual property rights of third parties.

• Adverse outcomes in litigation to which we are subject.

• Risks related to our taxation in multiple jurisdictions.

Risks relating to our indebtedness

• Our indebtedness may affect our ability to operate our business, and we and our subsidiaries may incur

additional indebtedness, including secured indebtedness.

• We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to

take other actions to satisfy our obligations under our indebtedness that may not be successful.

• Exchange of our outstanding exchangeable notes may dilute the ownership interests of existing

stockholders or may otherwise depress the price of our common stock.

Risks relating to ownership of our common stock

• Stockholders may experience dilution due to the issuance of additional securities in the future.

• We cannot guarantee that our share repurchase programs will be fully consummated or enhance long-

term stockholder value, and the price of our stock is subject to volatility.

• There can be no assurance that we will continue to declare cash dividends.

• Provisions in our certificate of incorporation and bylaws or Delaware law may discourage, delay, or

prevent a change of control of our company or changes in our management.

Risks relating to our business

If we fail to retain existing users or add new users, or if our users do not convert to paying users, our revenue, financial results, and business may be significantly harmed.

If we fail to retain existing users or add new users, or if our users do not convert to paying users, our revenue,

financial results, and business may be significantly harmed.

The size of our user base is critical to our success.

Most of our brands monetize via a freemium model where the use of the service is free and a subset of the users pay for subscriptions or in-app purchases to access premium features.

Our financial performance has thus been and will continue to be significantly determined by our success in adding and retaining users of our services and converting users into paying subscribers or in-app purchasers.

We expect that the size of our user base will fluctuate or decline in one or more markets from time to time, including if users find meaningful relationships on our platforms and no longer need to engage with our products.

In the past we have experienced, and expect to continue to experience, fluctuations in the size of our user base in one or more markets from time to time, particularly in markets where we have achieved higher penetration rates.

The size of our user base is also impacted by a number of other factors, including competitive products and services and global and regional business, macroeconomic, and geopolitical conditions.

For example, wars in the Middle East and Ukraine have led to reduced usage of our services as well as the decision to suspend our services in Russia.

Further, if people do not perceive our services to be useful or trustworthy or if people question the quality of our user base, we may not be able to attract or retain users.

In recent years, some users, particularly younger generations, have shown a decreased appetite for our services and those of our competitors due potentially to a number of factors.

With each new generation of users, expectations of our services change and user behaviors and priorities shift.

As a result, we intend to further leverage our existing capabilities and advances in technologies like artificial intelligence (“AI”) to improve our existing services or introduce new services or features in order to better satisfy existing users and to expand our penetration of what continues to be a large available new user market.

However, there can be no assurances that further implementation of technologies like AI will enhance our services or be beneficial to our business, and the introduction of new features or services to our existing services may have unintended consequences on our ecosystem, which could lead to fluctuations in the size of our user base.

In addition, in recent years Tinder has undertaken several initiatives to improve its ecosystem by, among other things, removing users who are not making use of the service for dating purposes and requiring further verification of the authenticity of certain user profiles, each of which has had, and may continue to have, a negative impact on the number of Tinder users.

Further, in 2023 we began consolidating some of our legacy brands’ platforms in order to decrease operating costs, which may result in changes to the user experience for some of our brands that some existing users may perceive negatively.

If we are unable to maintain or increase the size of our user base, our revenue and other financial results may be adversely affected.

Further, as the size of our user base fluctuates in one or more markets from time to time, we may become increasingly dependent on our ability to maintain or increase levels of monetization in order to grow revenue.

Any significant decrease in user retention or growth could render our services less attractive to users, which is likely to have a material and adverse impact on our business, financial condition, and results of operations.

The industry for social connection apps is competitive, with low switching costs and a consistent stream of new services and entrants, and innovation by our competitors may disrupt our business.

The industry for social connection apps is competitive, with a consistent stream of new services and entrants.

Some of our competitors may enjoy better competitive positions in certain geographical regions, user demographics, or other key areas that we currently serve or may serve in the future.

These advantages could enable these competitors to offer services that are more appealing to users and potential users than our services or to respond more quickly and/or cost-effectively than us to new or changing opportunities.

In addition, within the industry for social connection apps generally, costs for consumers to switch between services are low, and consumers have a propensity to try new approaches to connecting with people and to use multiple services at the same time.

As a result, new services, entrants, and business models are likely to continue to emerge.

Most of our brands monetize via a freemium model

where the use of the service is free and a subset of the users pay for subscriptions or in-app purchases to access

premium features.

Our financial performance has thus been and will continue to be significantly determined by

our success in adding and retaining users of our services and converting users into paying subscribers or in-app

We expect the size of our user base to fluctuate or decline periodically in various markets, including

markets where we have achieved higher penetration rates.

Furthermore, the size of our user base is also

influenced by other factors, including competitive products and services, regional cultural preferences, and

global and regional business, macroeconomic, and geopolitical conditions.

If people do not perceive our services to be useful or trustworthy or if people question the engagement

level of our user base, we may be unable to attract or retain users.

In recent years, demand for online dating

services has softened among younger generations, particularly among women in those generations, reflecting

evolving preferences, shifting social behaviors, and changing expectations regarding digital interactions.

result, we have begun to further leverage our existing capabilities as well as advances in technologies like AI to

improve our existing services or introduce new features designed to better meet user expectations and to

expand our penetration of what continues to be a large available new user market.

In addition, we have recently

undertaken several initiatives to strengthen the ecosystem of our Tinder service and combat declines in the

number of Tinder users that occurred in recent years, including removing accounts that are not used for dating

purposes and requiring further verification of the authenticity of certain user profiles, each of which has had,

and may continue to have, a negative impact on the number of Tinder users.

Further, in 2025, we shifted our

overall portfolio strategy to place greater emphasis on improving user outcomes, particularly for women, with

the goal of driving long-term revenue growth.

This strategy includes introducing new features and experiences

that we believe will improve user outcomes, some of which have in the past and in the future may again drive

short-term decreases in both revenue and user numbers.

Although we believe these actions, including the

further implementation of technologies like AI, will ultimately enhance the health of our platforms and drive

sustainable growth, including through an increase in the size of our user base, there can be no assurance that

these initiatives will achieve their intended objectives or that any short-term declines in users or revenue will be

offset over time.

Declines in the number of Tinder users have adversely affected our revenue and financial results in recent

years and, in some cases, have rendered our services less attractive to both existing and potential users.

in the number of users for our Evergreen brands have also adversely affected our revenue and financial results in

recent years and, in some cases, have rendered those services less attractive to both existing and potential

Further, certain of our Emerging brands are re-focusing their business model on intentioned daters, which

may have a negative impact on the number of users and revenue at those brands.

If we are unable to maintain

or increase the size of our user base in the future, our revenue and other financial results may be further

adversely affected, including as a result of further rendering our services less attractive to both existing and

potential users.

In addition, on February 22, 2026, Apple removed our Azar app from the Apple App Store following a

February 6, 2026 update to Apple’s App Review Guidelines, meaning the app is no longer available for download

from the Apple App Store.

While we continue to evaluate potential modifications to Azar in order to potentially

gain reinstatement to the Apple App Store, there can be no assurance that any efforts to apply for reinstatement

will be successful.

If we are not successful in having the Azar app reinstated to the Apple App Store, we expect

there would be a decrease in the size of our user base over time, but we are uncertain how quickly this decrease

would occur and to what extent we will be able to offset this decrease with increases of users from other

sources, such as on Android or the desktop and mobile web versions of Azar.

Further, the size of Azar’s user base

may be adversely affected by the timing of our ability, if any, to gain reinstatement of Azar to the Apple App

Store and the usefulness to users of any future version of the app that is able to gain reinstatement to the Apple

App Store, if at all.

Any of these impacts from the removal of the Azar app from the Apple App Store could have

an adverse effect on our business, financial condition, and results of operations.

The industry for social connection apps is competitive, with low switching costs and a consistent stream of new

services and entrants, and innovation by our competitors may disrupt our business.

The industry for social connection apps is competitive, with a consistent stream of new services and

Some of our competitors may enjoy better competitive positions in certain geographical regions, user

demographics, or other key areas that we currently serve or may serve in the future.

These advantages could

enable these competitors to offer services that are more appealing to users and potential users than our services

or to respond more quickly and/or cost-effectively than us to new or changing opportunities.

In addition, within the industry for social connection apps generally, costs for consumers to switch between

services are low, and consumers have a propensity to try new approaches to connecting with people and to use

multiple services at the same time.

As a result, new services, entrants, and business models are likely to continue

It is possible that a new service could gain rapid scale at the expense of existing brands through

harnessing a new technology, such as generative AI, or a new or existing distribution channel, creating a new or different approach to connecting people, introducing a new business model, or some other means.

We may need to respond by introducing new services or features, which we may not do successfully.

If we do not sufficiently innovate to provide new, or improve upon existing, services that our users or prospective users find appealing, we may be unable to continue to attract new users or continue to appeal to existing users in a sufficient manner.

Potential competitors include larger companies that could devote greater resources to the promotion or marketing of their services, take advantage of acquisition or other opportunities more readily, or develop and expand their services more quickly than we do.

Potential competitors also include established social media companies that may develop features or services that may compete with ours or operators of mobile operating systems and app stores.

For example, Facebook offers a dating feature on its platform, which it rolled out globally several years ago and has grown dramatically in size supported by Facebook’s massive worldwide user footprint.

These social media and mobile platform competitors could use strong or dominant positions in one or more markets, coupled with ready access to existing large pools of potential users and personal information regarding those users, to gain competitive advantages over us, including by offering different features or services that users may prefer or offering their services to users at no charge, which may enable them to acquire and engage users at the expense of our user growth or engagement.

If we are not able to compete effectively against current or future competitors as well as other services that may emerge, or if our decisions regarding where to focus our investments are not successful long-term, the size and level of engagement of our user base may decrease, or we may convert a smaller proportion of our user base into paying users, which could have an adverse effect on our business, financial condition, and results of operations.

The limited operating history of our newer brands and services makes it difficult to evaluate our current business and future prospects.

We seek to tailor each of our brands and services to meet the preferences of specific geographies, demographics, and other communities of users.

Building a given brand or service is generally an iterative process that occurs over a meaningful period of time and involves considerable resources and expenditures.

Although certain of our newer brands and services have experienced significant growth over relatively short periods of time, such as our Hinge brand over recent years, the historical growth rates of these brands and services may not be an indication of future growth rates for such services or our newer brands and services generally.

We have encountered, and may continue to encounter, risks and difficulties as we build our newer brands and services.

The failure to successfully scale these brands and services and address these risks and difficulties could adversely affect our business, financial condition, and results of operations.

Our growth and profitability rely, in part, on our ability to attract and retain users through cost-effective marketing efforts.

Any failure in those efforts could adversely affect our business, financial condition, and results of operations.

Attracting and retaining users for our services involve considerable expenditures for online and offline marketing.

Historically, we have had to increase our marketing expenditures over time in order to attract and retain users and sustain our growth.

For example, in 2023 Tinder launched its first-ever comprehensive global marketing campaign in order to help sustain its growth and attract new users.

harnessing a new technology, such as generative AI, or a new or existing distribution channel, creating a new or

different approach to connecting people, introducing a new business model, or some other means.

need to respond by introducing new services or features, which we may not do successfully.

sufficiently innovate to provide new services, or improve upon existing services, each in ways that our users or

prospective users find appealing, we may be unable to continue to attract new users or continue to appeal to

existing users in a sufficient manner.

Potential competitors also include larger companies, such as social media companies and operators of

mobile operating systems and app stores, that could devote greater resources to the promotion or marketing of

their services, take advantage of acquisition or other opportunities more readily, or develop and expand their

services more quickly than we do.

For example, Facebook offers a dating feature on its platform, which has

grown dramatically in size supported by Facebook’s massive worldwide user footprint.

These social media and

mobile platform competitors could use strong or dominant positions in one or more markets, coupled with ready

access to existing large pools of potential users and personal information regarding those users, to gain

competitive advantages over us, including by offering different features or services that users may prefer or

offering their services to users at no charge, which may enable them to acquire and engage users at the expense

of our user growth or engagement.

If we are not able to compete effectively against current or future competitors as well as other services

that may emerge, or if our decisions regarding where to focus our investments are not successful long-term, the

size and level of engagement of our user base may decrease, or we may convert a smaller proportion of our user

base into paying users, which could have an adverse effect on our business, financial condition, and results of

Our restructuring and reorganization activities may be disruptive to our operations and harm our business,

and the investments we make in our business with the savings from such activities may not achieve the

intended results.

Over the past few years, we have implemented internal restructurings and reorganizations designed to

reduce the size and cost of our operations, improve operational efficiencies and reprioritize investments, and

accelerate our business growth and product development initiatives.

From 2023 to 2025, we consolidated some

of our legacy brands’ platforms and, in 2025, we launched an enterprise-wide initiative to further leverage our

portfolio approach and decrease operating costs by, among other things, reducing headcount and duplication of

certain functions across the Company and sharing more operational infrastructure across brands.

similar steps in the future, including further reductions in headcount, as we seek to realize operating synergies,

optimize our operations to achieve our financial objectives, respond to market forces, or better reflect changes

in the strategic direction of our business, including as a result of apps or services that we discontinue.

Disruptions in operations may occur as a result of taking these actions, such as decreased productivity due to

employee distraction, declines in employee morale, and unanticipated employee turnover, and could adversely

affect our operating results.

There can also be no assurance that these efforts, including efforts to reduce

operating costs will be successful.

We have made, and plan to continue to make, substantial investments with the savings from our

restructuring and reorganization activities in order to launch new features and services, increase marketing

efforts, and expand into new geographic markets.

If we do not invest these savings efficiently or effectively, or if

these investments do not produce the intended results, we may not realize the expected benefits of our

Further, our development efforts with respect to new services and features could distract management

from current operations and divert capital and other resources from our more established offerings.

we believe these investments will improve our financial results over the long term, they may negatively impact

our short-term financial results, which may be inconsistent with the short-term expectations of our stockholders.

Moreover, there can be no assurance that consumer demand for such initiatives will exist or be sustained at the

levels that we anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to

generate sufficient revenue to offset any new expenses associated with these new investments.

possible that offerings developed by others will render any new services or features noncompetitive or obsolete.

If we do not realize the expected benefits of these investments, our business, financial condition, and results of

operations may be harmed.

Our growth and profitability rely, in part, on our ability to attract and retain users through cost-effective

marketing efforts.

Any failure in those efforts could adversely affect our business, financial condition, and

results of operations.

Attracting and retaining users for our services involve considerable expenditures for online and offline

Historically, we have had to increase our marketing expenditures over time in order to attract and

retain users and sustain our growth.

We have also often increased marketing spending to support new feature or

service launches or when smaller brands enter new geographic markets.

Evolving consumer behavior can affect the availability of profitable marketing opportunities.

For example, as traditional television viewership declines and as consumers spend more time on mobile devices rather than desktop computers, the reach of many of our traditional advertising channels continues to contract.

Similarly, as consumers communicate less via email and more via text messaging, messaging apps, and other virtual means, the reach of email campaigns designed to attract new and repeat users (and retain current users) for our services is adversely impacted.

Additionally, changes by large tech platforms, such as Apple and Google, to advertisers’ ability to access and use unique advertising identifiers, cookies, and other information to acquire potential users, such as Apple’s rules regarding the collection and use of identifiers for advertising (“IDFA”), have adversely impacted, and may continue to adversely impact, our advertising efforts.

To continue to reach potential users and grow our businesses, we must identify and devote more of our overall marketing expenditures to newer advertising channels, such as mobile, social media, and online video platforms.

There can be no assurance that we will be able to continue to appropriately manage our marketing efforts in response to

these and other trends in the advertising industry.

as consumers communicate more via text messaging, messaging apps, and other virtual means, to continue to

reach potential users and grow our businesses, we must continue to identify and devote more of our overall

marketing expenditures to newer advertising channels, such as mobile, social media, and online video platforms.

Generally, the opportunities in and sophistication of newer advertising channels are relatively undeveloped and

unproven, and there can be no assurance that we will be able to continue to appropriately manage and fine-tune

our marketing efforts in response to these and other trends in the advertising industry.

Additionally, changes by

large tech platforms, such as Apple and Google, to advertisers’ ability to access and use unique advertising

identifiers, cookies, and other information to acquire potential users, such as Apple’s rules regarding the

collection and use of identifiers for advertising (“IDFA”), have adversely impacted, and may continue to

adversely impact, our advertising efforts.

There can be no assurance that we will be able to continue to

appropriately manage our marketing efforts in response to these and other trends in the advertising industry.

Any failure to do so could adversely affect our business, financial condition, and results of operations.

Distribution and marketing of, and access to, our services rely, in significant part, on a variety of third-party platforms, in particular, mobile app stores.

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

We market and distribute our services (including related mobile applications) through a variety of third-party distribution channels, including Facebook, which has rolled out its own dating service.

Our ability to market our brands on any given property or channel is subject to the policies and practices of the relevant third party.

Certain platforms and channels have, from time to time, limited or prohibited advertisements for our services for a variety of reasons, including poor behavior by other industry participants.

There is no assurance that we will not be limited or prohibited from using certain marketing channels in the future.

Further, certain platforms on which we market our brands may not properly monitor or ensure the quality of content located adjacent to or near our advertisements on such platforms, which may have a negative effect on consumers’ perceptions of our own brands due to association with such content, which content our users may deem inappropriate.

If this were to happen with a significant marketing channel and/or for a significant period of time, our business, financial condition, and results of operations could be adversely affected.

Additionally, our mobile applications are almost exclusively accessed through the Apple App Store and Google Play Store.

Both Apple and Google believe they have broad discretion to change, and from time to time have changed, their policies regarding their mobile operating systems and app stores in ways that may limit, eliminate, or otherwise interfere with our ability to distribute or market our applications through their stores, our ability to update our applications, including to make bug fixes or other feature updates or upgrades, the features we provide, our ability to access native functionality or other aspects of mobile devices, and our ability to access information about our users that they collect.

To the extent either or both of them do so, our business, financial condition, and results of operations have in the past been, and could again in the future be, adversely affected.

Apple and Google are also known to retaliate against application developers who publicly or privately challenge their app store rules and policies, and such retaliation has and could adversely affect our business, financial condition, and results of operations.

The success of our services will depend, in part, on our ability to access, collect, and use personal data about our users and subscribers.

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

Our users and subscribers engage with these platforms directly and may be subject to requirements regarding the use of their payment systems for various transactions.

As a result, these platforms receive and do not share with us key user data that we would otherwise receive if we transacted with our users and subscribers directly.

If these platforms continue to or increasingly limit, eliminate, or otherwise interfere with our ability to access, collect, and use key user data, our ability to identify and communicate with a meaningful portion of our user and subscriber bases and provide services to help keep our users safe may be adversely impacted.

If so, our customer relationship management efforts, our ability to reach new segments of our user and subscriber bases and the population generally, the efficiency of our paid marketing efforts, the rates we are able to charge advertisers seeking to reach users and subscribers on our various properties, our ability to comply with applicable law, and our ability to identify and exclude users and subscribers whose access would violate applicable terms and conditions, including underage individuals and bad actors, may be negatively impacted, and our business, financial condition, and results of operations could be adversely affected.

As the distribution of our services through app stores increases, in order to maintain our profit margins, we have taken steps, and in the future may need to take further steps, to offset increasing app store fees by decreasing traditional marketing expenditures, increasing user volume or monetization per user, consolidating back-office and technical functions, or by engaging in other efforts to increase revenue or decrease costs generally.

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

While our mobile applications are generally free to download from these stores, we offer our users

the opportunity to purchase subscriptions and certain à la carte features within these applications.

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

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

Where we are required to use Apple’s or Google’s payment systems, we pay Apple and Google, as applicable, a meaningful share (generally 30% or, for subscriptions purchased on Android devices, 15%) of the revenue we receive from these transactions.

Where payments on Android devices are processed through other payment systems, we are also required to pay Google a meaningful share.

We have entered into a partnership with Google that will provide value exchange across our broad relationship with them, which we expect to help offset the additional costs that some of our brands expect to incur over the three years starting in 2024 associated with implementing Google’s User Choice Billing system, which allows application developers to offer an additional billing system alongside Google Play’s billing system.

Additionally, while Apple was recently ordered to change its rules in the U.S.

marketplace on anti-steering to allow for payment processing outside its payment systems, Apple has stated that it will still charge up to 27% for those transactions.

We do not expect to realize any meaningful decrease in app store fees as a result of this change.

In the EU, the Digital Markets Act went into effect in March 2024.

Apple’s compliance plan lowers the 30% service fee in the EU to 17% for our applications, but also adds a payment processing fee of 3%, as well as a 0.50 Euro fee per download (including updates) per year.

Apple’s plan is subject to approval by the European Commission, which has launched infringement proceedings against Apple and may require further concessions from Apple.

For additional information, see “Item 1—Business—Dependencies on services provided by others—App Stores.”

Given the ever increasing distribution of our services through app stores and the combination of their strict anti-steering rules and mandates to use the in-app payments systems tied into those app stores, we have taken steps to, and in the future may need to further, offset these increased app store fees by decreasing traditional marketing expenditures as a percentage of revenue, increasing user volume or monetization per user, consolidating back-office or technical functions, or by engaging in other efforts to increase revenue or decrease costs generally.

For example, in 2023 we began consolidating some of our legacy brands’ platforms to decrease operating costs.

In addition, in 2024 we announced an enterprise-wide initiative to further leverage our portfolio approach and decrease operating costs by, among other things, reducing duplication of certain functions across the Company and sharing more operational infrastructure across brands.

There can be no assurance that these efforts to reduce operating costs will be successful or that such actions will not have unintended consequences on our operations.

Any failure to offset increased app store fees could adversely affect our business, financial condition, and results of operations.

Challenges with properly managing the use of artificial intelligence could result in reputational harm, competitive harm, and legal liability.

We currently incorporate AI into certain of our services and are working to further integrate AI technologies into our services, which integrations may become important to our operations over time.

For example, we have announced the launch of several initiatives, such as the introduction of AI photo selection features to the Tinder and Hinge services, and an enhanced recommendation system, as well as integrated dating support, to the Hinge service.

Our competitors or other third parties may incorporate AI into their services more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.

Additionally, AI algorithms and training methodologies may be flawed and datasets may be overbroad, insufficient, contain biased information, or infringe third parties’ rights.

If the content or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, offensive, biased, infringing, or otherwise improper or harmful, we may face reputational consequences or legal liability, and our business, financial condition, and results of operations may be adversely affected.

Further, the use of AI has been known to result in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of AI-enhanced services.

Any such cybersecurity incidents related to our use of AI could adversely affect our reputation and results of operations.

AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability.

The rapid evolution of AI will require the dedication of significant resources to develop, test, and maintain AI technologies, including to further implement AI ethically in order to minimize unintended harmful impact.

While we aim to deploy AI responsibly and attempt to identify and

mitigate ethical and legal issues presented by its use, we may be unsuccessful in identifying or resolving issues before they arise.

The legal and regulatory landscape surrounding generative AI technologies is rapidly evolving and uncertain including in the areas of intellectual property, discrimination, cybersecurity, and privacy and data protection.

Compliance with existing, new, and changing laws, regulations, and industry standards relating to AI may limit some uses of AI, impose significant operational costs, and limit our ability to develop, deploy, or use AI technologies.

Further, the continued integration of any AI technologies into our service may result in new or enhanced governmental or regulatory scrutiny.

Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.

Foreign currency exchange rate fluctuations have adversely affected and may in the future adversely affect our results of operations.

We operate in various international markets, including jurisdictions within the EU and Asia.

During periods of a strengthening U.S.

dollar, our international revenues have been and will be reduced when translated into U.S.

In addition, as foreign currency exchange rates fluctuate, the translation of our international revenues into U.S.

dollar-denominated operating results affects the period-over-period comparability of such results and will also result in foreign currency exchange gains and losses.

For additional information, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures—Effects of Changes in Foreign Exchange Rates on Revenue,“ and “Item 7A—Quantitative and Qualitative Disclosures About Market Risk—Foreign Currency Exchange Risk.”

Distribution and marketing of, and access to, our services rely, in significant part, on a variety of third-party

platforms, in particular, mobile app stores.

In the past, some of these third parties have limited, prohibited or

otherwise interfered with features or services or changed their policies in material ways that have adversely

affected our business, financial condition, and results of operations, and these third parties could do so again

in the future.

We market and distribute our services through a variety of third-party distribution channels, including

Instagram and Facebook, which has rolled out its own dating service.

Our ability to market our brands on any

given property or channel is subject to the policies and practices of the relevant third party.

Certain platforms

and channels have, from time to time, limited or prohibited advertisements for our services for a variety of

reasons, including poor behavior by other industry participants.

Further, certain platforms on which we market

our brands may not properly monitor or ensure the quality of content located adjacent to or near our

advertisements on such platforms, which may have a negative effect on consumers’ perceptions of our own

brands due to association with such content, which content our users may deem inappropriate.

If this were to

happen with a significant marketing channel and/or for a significant period of time, or if we were limited or

prohibited from using certain marketing channels in the future, our business, financial condition, and results of

operations could be adversely affected.

Additionally, our mobile applications are almost exclusively accessed through the Apple App Store and

Google Play Store.

Both Apple and Google believe they have broad discretion to unilaterally change, and from

time to time have changed, their policies regarding their mobile operating systems and app stores in ways that

may limit, eliminate, or otherwise interfere with our ability to distribute or market our applications through their

stores, our ability to update our applications, including to make bug fixes or other feature updates or upgrades,

the features we provide, our ability to access native functionality or other aspects of mobile devices, and our

ability to access information about our users that they collect.

To the extent either or both of them do so, our

business, financial condition, and results of operations have in the past been, and could again in the future be,

adversely affected.

For example, on February 22, 2026, Apple removed our Azar app from the Apple App Store

following a February 6, 2026 unilateral update to Apple’s App Review Guidelines, making the app no longer

available for download from the Apple App Store.

While we plan to evaluate potential modifications to Azar in

order to gain reinstatement to the Apple App Store, the outcome of our efforts to apply for reinstatement will

depend, in part, on decisions by Apple over which they believe they have broad discretion, including how they

interpret their own guidelines and the potential for further unilateral changes to those guidelines by Apple.

There can be no assurance that any efforts to apply for reinstatement will be successful.

Further, we are generally required to share with Apple and Google a portion of the revenue we receive

from purchases of subscriptions and á la carte features offered through our mobile applications.

These costs are

expected to remain a significant operating expense for the foreseeable future.

If the amount these platform

providers charge increases, it could have a material impact on our results of operations.

In particular, our

partnership with Google entered into in 2024 is set to expire in the first quarter of 2027.

If Google does not

reduce its standard in-app purchase fees, whether voluntarily or involuntarily, before that partnership expires,

we expect that the fees paid to Google for transactions processed either through their in-app payment system or

through alternative payment options on Android, will increase.

Apple and Google may also change their fee

structures or add fees associated with access to and use of their operating systems, which could have an adverse

impact on our business.

There has been litigation, as well as governmental inquiries over app store fees, and

Apple or Google could modify their platforms in response to such litigation and inquiries in a manner that may

See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—

Management Overview—Trends affecting our business—In-App Purchase Fees” below for additional

Apple and Google are also known to retaliate against application developers who publicly or privately

challenge their app store rules and policies, and such retaliation has and could adversely affect our business,

financial condition, and results of operations.

Inappropriate actions by certain of our users could be attributed to us or may not be adequately prevented by

us and consequently damage our brands’ reputations, which in turn could adversely affect our business.

Users of our services have been, and may in the future be, physically, financially, emotionally, or otherwise

harmed by other individuals that such users met or may meet through the use of one of our services.

or more of our users suffers or alleges to have suffered any such harm, or where similar events affecting users of

our competitors’ services occur, we have in the past, and could in the future, experience negative publicity,

including regarding our industry generally, or legal action that could damage our reputation and our brands.

example, we are currently defending lawsuits in Colorado and Texas brought by multiple plaintiffs alleging harm

by other users they met through our services.

In addition, the reputations of our brands have been, and may in the future be, adversely affected by the

actions of our users that are deemed to be hostile, offensive, defamatory, inappropriate, untrue, or unlawful,

especially if such hostile, offensive, or inappropriate use is well-publicized.

Furthermore, like with many Internet

platforms, users have in the past and may in the future use our services for illegal or harmful purposes rather

than for their intended purposes, such as romance scams, promotion of false or inaccurate information, financial

fraud, trafficking, and recruitment to terrorist groups.

Our systems and processes that monitor and review the

appropriateness of the content accessible through our services have at times failed, and may again in the future

fail, to detect instances of inappropriate use of our services, and our users have in the past, and could in the

future, engage in activities that violate our policies prohibiting illegal, offensive and inappropriate use of our

Such bad actors may also use emerging technologies, such as AI, to engage in such activities, which

would make it more difficult for us and other users to detect and prevent such negative behavior.

Additionally,

we cannot control how our users engage if and when they meet in person after connecting on our services.

may also fail to respond expeditiously or appropriately to objectionable practices by users, or to otherwise

address user concerns, which could erode confidence in our brands.

Furthermore, to the extent that our users or

any potential users do not feel safe using our services, our reputation has been and could be further negatively

affected, which may in turn materially adversely affect our business, financial condition and results of

We depend on our key personnel.

Our future success will depend upon our continued ability to identify, hire, develop, motivate, and retain highly skilled individuals across the globe, with the continued contributions of our senior management being especially critical to our success.

Competition for well-qualified employees across Match Group and its various businesses is intense, particularly in the case of senior leadership and technology roles, and our continued ability to compete effectively depends, in part, upon our ability to attract new employees.

Evolving state and federal laws, rules and regulations intended to limit or curtail the enforceability of non-competition, employee non-solicitation, confidentiality and similar restrictive covenant clauses could make it more difficult to retain qualified personnel.

Our ability to attract, retain, and motivate employees may also be adversely affected by stock price volatility.

In particular, declines in our stock price, or lower stock price performance relative to competitors for talent, have reduced the retentive value of our stock-based awards, which can impact the competitiveness of our compensation.

Further, in the past we have had, and may continue to have for the foreseeable future, significant amounts of stock-based compensation expense due to the competitive market for executive and technical talent, which includes competitors that are much larger than us.

Our future success will depend upon our continued ability to identify, hire, develop, motivate, and retain

highly skilled individuals across the globe, with the continued contributions of our senior management being

especially critical to our success.

Competition for well-qualified employees across Match Group and its various

businesses is intense, particularly in the case of senior leadership and technology roles, and our continued ability

to compete effectively depends, in part, upon our ability to attract new employees and retain current

Periods of intense competition for talent in particular fields can lead to increased costs as we seek to

offer competitive compensation to recruit and retain highly skilled employees.

In addition to intense competition

for talent, workforce dynamics are constantly evolving, such as recent broad shifts to hybrid work models.

addition, changes we make to our current and future work environments or benefits policies may not meet the

needs or expectations of our employees or may be perceived as less favorable compared to other companies’

policies, which could negatively impact our ability to hire and retain qualified personnel.

If we do not manage

changing workforce dynamics effectively, it could materially adversely affect our culture, reputation, and

operational flexibility.

Further, evolving state and federal laws, rules and regulations regarding immigration or

that are intended to limit or curtail the enforceability of non-competition, employee non-solicitation,

confidentiality and similar restrictive covenant clauses could make it more difficult to hire or retain qualified

Our ability to attract, retain, and motivate employees may also be adversely affected by stock price

In particular, declines in our stock price, or lower stock price performance relative to competitors for

talent, have reduced the retentive value of our stock-based awards, which can impact the competitiveness of

our compensation.

Further, in the past we have had, and may continue to have for the foreseeable future,

significant amounts of stock-based compensation expense, which adversely affects our results of operations, due

to the competitive market for executive and technical talent, which includes competitors that are much larger

This competition, combined with lower stock price performance relative to competitors, results in

increased costs in the form of cash and stock-based compensation, which has in the past, and may continue to

have in the future, a dilutive impact on our existing stockholders.

Effective succession planning is also important to our future success.

At times we have experienced significant changes to our senior leadership team.

For example, within the last few months, we announced the appointments of new Chief Executive and Chief Financial Officers.

Those changes and any future significant leadership changes or senior management transitions involve inherent risk.

If we fail to ensure the effective transfer of senior management or other institutional knowledge as well as smooth transitions involving senior management across our various businesses, our ability to execute short and long term strategic, financial, and operating goals, as well as our business, financial condition, and results of operations generally, could be adversely affected.

In addition to intense competition for talent, workforce dynamics are constantly evolving, such as recent broad shifts to hybrid work models.

If we do not manage changing workforce dynamics effectively, it could materially adversely affect our culture, reputation, and operational flexibility.

Our success depends, in part, on the integrity of our systems and infrastructures and on our ability to enhance, expand, and adapt these systems and infrastructures in a timely and cost-effective manner.

To succeed, our systems and infrastructures must perform well on a consistent basis.

We have experienced and may from time to time experience system interruptions that make some or all of our systems or data unavailable and prevent our services from functioning properly for our users.

Any such interruption could arise for any number of reasons, including as a result of our current efforts to consolidate some of the legacy brands’ platforms or as a result of actions by government agencies.

Consolidation of multiple brands into a single platform may also create a single point of failure in which a failure in a single platform could cause an

interruption to multiple services at the same time.

Further, our systems and infrastructures are vulnerable to damage from cyberattacks, fire, power loss, telecommunications failures, computer viruses, software bugs, acts of God, and similar events.

While we have backup systems in place for certain aspects of our operations, not all of our systems and infrastructures are fully redundant, disaster recovery planning is not sufficient for all eventualities, and our property and business interruption insurance coverage may not be adequate to fully compensate us for any losses that we may suffer.

Any interruptions or outages, regardless of the cause, could negatively impact our users’ experiences with our platforms, tarnish our brands’ reputations, and decrease demand for our services, any or all of which could adversely affect our business, financial condition, and results of operations.

We also continually work to expand and enhance the efficiency and scalability of our technology and network systems to improve the experience of our users, accommodate substantial increases in the volume of traffic to our various platforms, ensure acceptable load times for our services, and keep up with changes in technology and user preferences.

Any failure to do so in a timely and cost-effective manner could adversely affect our users’ experience with our various services, thereby negatively impacting the demand for our services, and could increase our costs, either of which could adversely affect our business, financial condition, and results of operations.

From time to time we have and may continue to, augment and enhance, or transition to other, enterprise resource planning, human resources, financial, or other systems.

Such actions may cause us to experience difficulties in managing our systems and processes, which could disrupt our operations, the management of our finances, and the reporting of our financial results, which, in turn, may result in our inability to manage the growth of our business and to accurately forecast and report our results, each of which could adversely affect our business, financial condition, and results of operations.

We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely affected by cyberattacks experienced by third parties.

We are regularly under attack by perpetrators of random or targeted malicious technology-related events, such as cyberattacks, computer viruses, worms, bot attacks or other destructive or disruptive software, distributed denial of service attacks, and attempts to misappropriate customer information, including personal user data, credit card information, and account login credentials.

Such attacks are becoming increasingly sophisticated and some actors are using AI technology to launch more automated, targeted and coordinated attacks.

While we have invested (and continue to invest) in the protection of our systems and infrastructure, in related personnel and training, and in employing a data minimization strategy, where appropriate, there can be no assurance that our efforts will prevent significant breaches in our systems or other such events from occurring.

Some of our systems have experienced past security incidents, and, although they did not have a material adverse effect on our operating results, there can be no assurance of a similar result in the future.

There is also no guarantee that a series of incidents may not be determined to be material at a later date in the aggregate, even if they may not be material individually at the time of their occurrence.

We may also face cybersecurity threats due to error or intentional misconduct by employees, contractors or other third-party service providers.

Certain aspects of effective cybersecurity are dependent upon our employees, contractors and/or other third-party service providers safeguarding our sensitive information and adhering to our security policies and access control mechanisms.

We have in the past experienced, and may in the future experience, security incidents arising from a failure to properly handle sensitive information or adhere to our security policies and access control mechanisms and, although we believe no such events have had a material adverse effect on our business, there can be no assurance that an insider threat will not result in an incident that is material to us.

It may be difficult to determine the best way to investigate, mitigate, contain, and remediate the harm caused by a cyber incident.

Such efforts may not be successful, and we may make errors or fail to take necessary actions.

It is possible that threat actors may gain undetected access to other networks and systems after establishing a foothold on an internal system.

Cyber incidents and attacks can have cascading impacts that unfold with increasing speed across our internal networks and systems.

In addition, it may take considerable time for us to investigate and evaluate the full impact of incidents, particularly for sophisticated attacks.

These factors may inhibit our ability to provide prompt, full and reliable information about an incident.

Any cyber or similar attack we are unable to protect ourselves against could damage our systems and infrastructure, prevent

us from providing our services, tarnish our brand reputation, result in the disclosure of confidential or sensitive information of our users, and/or be costly to remedy, as well as subject us to investigations by regulatory authorities and/or litigation that could result in liability to third parties.

The impact of cyber or similar attacks experienced by third parties who provide services to us or otherwise process data on our behalf could have a similar effect on us.

Moreover, even cyber or similar attacks that do not directly affect us or our third party service providers or data processors may result in widespread access to user data, for instance through account login credentials that such users might have used across multiple internet sites, including our sites, or directly through access to user data that these third party service providers could process in the context of the services they provide to us.

These events can lead to government enforcement actions, fines, and litigation, as well as loss of consumer confidence generally, which could make users less likely to use or continue to use online services generally, including our services.

The occurrence of any of these events could have an adverse effect on our business, financial condition, and results of operations.

Our success depends, in part, on the integrity of third-party systems and infrastructure.

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

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

Any (i) changes in service levels at our data centers or hosted web service providers, (ii) interruptions, outages, or delays in our systems or those of our third party providers, (iii) deterioration in the performance of these systems, (iv) cyber or similar attacks on these systems, (v) discontinuation of services, for example from a software provider, for which there is no readily available alternative or (v) need to migrate our business to different third-party data centers or hosted web service providers as a result of any such problems, could impair our ability to provide our services or process transactions with our users, which would adversely impact our business, financial condition, and results of operations.

For additional information, see “Item 1—Business—Dependencies on services provided by others—Cloud and Other Services.”

If the security of personal and confidential or sensitive user information that we maintain and store is breached or otherwise accessed by unauthorized persons, it may be costly to mitigate the impact of such an event and our reputation could be harmed.

We receive, process, store, and transmit a significant amount of personal user and other confidential or sensitive information, including, without limitation, credit card information and user-to-user communications.

We also enable our users to share their personal information with each other.

In some cases, we engage third party service providers to store or process this information.

We continuously develop and maintain systems to protect the security, integrity, and confidentiality of this information, but we have experienced past incidents and cannot guarantee that inadvertent or unauthorized use or disclosure will not occur in the future or that third parties will not gain unauthorized access to, or will not use for unauthorized purposes, this information despite our efforts.

When such events occur, we may not be able to remedy them, and we may be required by an increasing number of laws to notify regulators and individuals whose personal information was processed, used, or disclosed without authorization.

We may also be subject to claims against us, including government enforcement actions, fines, and litigation, and have to expend significant capital and other resources to mitigate the impact of such events, including developing and implementing protections to prevent future events of this nature from occurring.

When breaches of security (or the security of our service providers) occur, the perception of the effectiveness of our security measures, the security measures of our service providers, and our reputation may be harmed, we may lose current and potential users, and our various brands’ reputations and competitive positions may be tarnished, any or all of which might adversely affect our business, financial condition, and results of operations.

Climate change may have a long-term impact on our business.

Climate change may have an increasingly adverse impact on our business.

For example, certain of our facilities may be vulnerable to the impacts of extreme weather events.

We have offices in Texas, New York, California, British Columbia, France, Japan and South Korea, any of which could be impacted by extreme weather events, such as hurricanes, tsunamis, fires, earthquakes, tornadoes and flooding.

Extreme heat and wind coupled with dry conditions in California have in the past, and may again in the future, lead to power safety shut offs due

to wildfire risk, which can have adverse implications for our California offices, including impairing the ability of our employees to work effectively.

Climate change, its impact on our infrastructure worldwide and its potential to increase political instability in regions where we, our users and our vendors do business, may disrupt our business and cause us to experience higher attrition, losses and costs to maintain or resume operations.

Although we maintain insurance coverage for a variety of property, casualty and other risks, the types and amounts of insurance we obtain vary depending on availability and cost.

Some of our policies have large deductibles and broad exclusions, and our insurance providers may be unable or unwilling to pay a claim.

Losses not covered by insurance may be large, which could harm our results of operations and financial condition.

Our business is subject to complex and evolving U.S.

and international laws and regulations, including with respect to data privacy and platform liability.

These laws and regulations are subject to change and uncertain interpretation, and could result in changes to our business practices, increased cost of operations, declines in user growth or engagement, claims, monetary penalties, or other harm to our business.

We are subject to a variety of laws and regulations in the United States and abroad that involve matters that are important to or may otherwise impact our business.

See “Item 1—Business—Government regulation.” These U.S.

federal, state, and municipal and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and subject to change.

As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently from state to state and country to country.

These laws and regulations, as well as any associated inquiries, investigations, or other government actions, may be costly to comply with and have in the past, and may in the future delay or impede the development of new services, require changes to or cessation of certain business practices, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to remedies that may harm our business, including fines or modifications to existing business practices.

See “Item 3 Legal Proceedings—Irish Data Protection Commission Inquiry Regarding Tinder’s Practices.”

In the case of tax laws, positions that we have taken or will take are subject to interpretation by the relevant taxing authorities.

While we believe that the positions we have taken to date comply with applicable law, there can be no assurances that the relevant taxing authorities will not take a contrary position, and if so, that such positions will not adversely affect us.

Any events of this nature could adversely affect our business, financial condition, and results of operations.

Proposed or new legislation and regulations could also adversely affect our business.

See “Item 1—Business—Government regulation.” To the extent such new or more stringent measures are required to be implemented, impose new liability, or limit or remove existing protections, our business, financial condition, and results of operations could be adversely affected.

The adoption of any laws or regulations that adversely affect the popularity or growth in use of the internet or our services, including laws or regulations that undermine open and neutrally administered internet access, could decrease user demand for our service offerings and increase our cost of doing business.

For example, in 2017, the Federal Communications Commission adopted an order reversing net neutrality protections in the United States, including the repeal of specific rules against blocking, throttling, or “paid prioritization” of content or services by internet service providers.

To the extent internet service providers engage in such blocking, throttling, “paid prioritization” of content, or similar actions as a result of this order and the adoption of similar laws or regulations, our business, financial condition, and results of operations could be adversely affected.

We are subject to a number of risks related to credit card payments, including data security breaches and fraud that we or third parties experience, any of which could adversely affect our business, financial condition, and results of operations.

We accept payment from our users primarily through credit card transactions and certain online payment service providers.

When we or a third party experiences a data security breach involving credit card information, affected cardholders will often cancel their credit cards.

In the case of a breach experienced by a third party, the more sizable the third party’s customer base and the greater the number of credit card accounts impacted, the more likely it is that our users would be impacted by such a breach.

To the extent our users are affected by such a breach experienced by us or a third party, such users would need to be contacted to obtain new credit card information and process any pending transactions.

It is likely that we would not be able to reach all affected

users, and even if we could, some users’ new credit card information may not be obtained and some pending transactions may not be processed, which could adversely affect our business, financial condition, and results of operations.

Even if our users are not directly impacted by a given data security breach, they may lose confidence in the ability of service providers to protect their personal information generally, which could cause them to stop using their credit cards online or choose alternative payment methods that are less convenient or more costly for us or otherwise restrict our ability to process payments without significant user effort.

Additionally, if we fail to adequately prevent fraudulent credit card transactions, we may face litigation, fines, governmental enforcement action, civil liability, diminished public perception of our security measures, significantly higher credit card-related and remediation costs, or refusal by credit card processors to continue to process payments on our behalf, any of which could adversely affect our business, financial condition, and results of operations.

Inappropriate actions by certain of our users could be attributed to us and damage our brands’ reputations, which in turn could adversely affect our business.

Users of our services have been, and may in the future be, physically, financially, emotionally, or otherwise harmed by other individuals that such users met or may meet through the use of one of our services.

When one or more of our users suffers or alleges to have suffered any such harm, we have in the past, and could in the future, experience negative publicity or legal action that could damage our reputation and our brands.

Similar events affecting users of our competitors’ services have in the past, and could in the future, result in negative publicity for our industry generally, which could in turn negatively affect our business.

In addition, the reputations of our brands have been, and may in the future be, adversely affected by the actions of our users that are deemed to be hostile, offensive, defamatory, inappropriate, untrue, or unlawful.

While we have systems and processes in place that aim to monitor and review the appropriateness of the content accessible through our services, and have adopted policies prohibiting illegal, offensive, and inappropriate use of our services, our users have in the past, and could in the future, nonetheless engage in activities that violate our policies.

Such bad actors may also use emerging technologies, such as AI, to engage in such activities, which would make it more difficult for us and other users to detect and prevent such negative behavior.

Our safeguards may not be sufficient to avoid harm to our reputation and brands, especially if such hostile, offensive, or inappropriate use is well-publicized.

Our business and results of operations have been and may in the future be adversely affected by global health pandemics.

Our business could be materially and adversely affected by the outbreak of a widespread health epidemic or pandemic, such as the Coronavirus Disease 2019 (COVID-19) pandemic.

The COVID-19 pandemic reached across the globe, resulting in the implementation of significant governmental measures intended to control the spread of the virus, including lockdowns, closures, quarantines, and travel bans, as well as changes in consumer behavior as individuals became reluctant to engage in social activities with people outside their households.

Such measures had an adverse impact on global economic conditions and consumer confidence and spending, and adversely affected users’ ability to pay for our services.

The ultimate extent of the impact of any epidemic, pandemic, or other health crisis on our business will depend on multiple factors that are highly uncertain and cannot be predicted, including its severity, location, and duration, and actions taken to contain or further prevent its spread.

Additionally, pandemics could increase the magnitude of many of the other risks described in this annual report, and have other adverse effects on our operations that we are not currently able to predict.

If our business and the markets in which we operate experience a prolonged occurrence of adverse public health conditions, it could materially and adversely affect our business, financial condition, and results of operations.

We may fail to adequately protect our intellectual property rights or may be accused of infringing the intellectual property rights of third parties.

We rely heavily upon our trademarks and related domain names and logos to market our brands and to build and maintain brand loyalty and recognition.

We also rely upon patented and patent-pending proprietary technologies and trade secrets relating to our services.

We rely on a combination of laws as well as contractual restrictions with employees, customers, suppliers, and others, to establish and protect our intellectual property rights.

For example, we have generally registered and continue to apply to register and renew, or secure by contract where appropriate, trademarks and service marks as they are developed and used, and reserve, register, and renew domain names as we deem appropriate.

Effective trademark protection may not be available or sought in every country in which our services are made available, and contractual disputes may affect the use of marks governed by private contract.

Similarly, not every variation of a domain name may be available or registered, even if available.

We generally seek to apply for patents or other similar statutory protections as and when we deem appropriate, based on then-current facts and circumstances, and will continue to do so in the future.

No assurances can be given that any patent application we have filed or will file will result in a patent being issued, or that any existing or future patents will afford adequate protection against competitors and similar technologies.

In addition, no assurances can be given that third parties will not create new products or methods that achieve similar results without infringing upon patents we own.

Despite these measures, our intellectual property rights may still not be protected in a meaningful manner, challenges to contractual rights could arise, third parties could copy or otherwise obtain and use our intellectual property without authorization, our existing trademarks, patents, or trade secrets can be, and, on rare occasions, have been, determined to be invalid or unenforceable, or laws and interpretations of laws regarding the enforceability of existing intellectual property rights may change over time in a manner that provides less protection.

The occurrence of any of these events could tarnish our brands’ reputations, limit our ability to market them, or impede our ability to effectively compete against competitors with similar technologies, any of which could adversely affect our business, financial condition, and results of operations.

From time to time, we have been subject to legal proceedings and claims regarding intellectual property, including claims of alleged infringement of trademarks, copyrights, patents, and other intellectual property rights held by third parties and of invalidity of our own rights.

In addition, from time to time we have engaged in litigation, and may continue to do so in the future, to enforce our intellectual property rights, protect our trade secrets and patents, or to determine the validity and scope of proprietary rights claimed by others.

Any litigation of this nature, regardless of outcome, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business, financial condition, and results of operations.

We operate in various international markets, including certain markets in which we have limited experience, and some of our brands continue to seek to increase their international scope.

As a result, we face additional risks in connection with certain of our international operations.

Operating internationally, particularly in countries in which we have limited experience, exposes us to a number of risks in addition to those otherwise described in this annual report, such as:

• operational and compliance challenges caused by distance, language, and cultural differences;

• difficulties in staffing and managing international operations;

• differing levels of social and technological acceptance of our services or lack of acceptance of them generally;

• differing and potentially adverse tax laws;

• compliance challenges due to different laws and regulatory environments, particularly in the case of privacy, data security, intermediary or platform liability, and consumer protection (for example, in Saudi Arabia where our Azar service has been blocked);

• competitive environments that favor local businesses or local knowledge of such environments;

• limitations on the level of intellectual property protection or our ability to enforce our rights;

• trade sanctions, political unrest, terrorism, war, and epidemics, or the threat of any of these events.

The occurrence of any or all of the events described above could adversely affect our international operations, which could in turn adversely affect our business, financial condition, and results of operations.

We have experienced, and in the future may again experience, operational and financial risks in connection with acquisitions.

At times we have experienced

significant changes to our senior leadership team.

For example, we appointed a new Chief Executive Officer and

a new Chief Financial Officer in February and March 2025, respectively.

Those changes and any future significant

leadership changes or senior management transitions involve inherent risk.

If we fail to ensure the effective

transfer of senior management or other institutional knowledge as well as smooth transitions involving senior

management and the effect of those transitions on our employee population and associated employee culture

and morale more generally, our ability to execute short and long term strategic, financial, and operating goals, as

well as our business, financial condition, and results of operations generally, could be adversely affected.

Our operations are subject to volatile global economic conditions, particularly those that adversely impact

consumer confidence and spending behavior.

Adverse macroeconomic conditions, including lower consumer confidence, changes to fiscal and monetary

policy, the availability and cost of credit, and weakness in the economies in which we and our users are located,

have adversely affected and may in the future adversely affect our business, financial condition, and results of

In recent years, the United States, Europe and other key global markets have experienced historically

high levels of inflation, which have impacted, among other things, employee compensation expenses.

rates rise again or continue to remain historically high or further increase in those locations where inflation rates

remain elevated, it will likely affect our expenses, and may reduce consumer discretionary spending, which could

affect the buying power of our users and lead to a reduced demand for our services, particularly for à la carte

features or at brands that serve consumers with less discretionary income.

Other events and trends that could

result in decreased levels of consumer confidence and discretionary spending include a general economic

downturn, recessionary concerns, high unemployment levels, and increased interest rates, as well as any sudden

disruption in business conditions.

Additionally, geopolitical developments, such as wars in Ukraine and the

Middle East, tensions with China, trade wars, changes to immigration policies, climate change, global health

pandemics, and the responses by central banking authorities to control inflation, can increase levels of political

and economic unpredictability globally and increase the volatility of global financial markets.

We have experienced, and in the future may again experience, operational and financial risks in connection

with acquisitions.

We have made acquisitions in the past and continue to seek potential acquisition candidates.

We may experience operational and financial risks in connection with historical and future acquisitions if we are unable to:

experience operational and financial risks in connection with historical and future acquisitions if we are unable

• properly value prospective acquisitions, especially those with limited operating histories;

1 unchanged sentence

• accurately project the future financial condition and results of operations of acquired businesses;

• successfully integrate the operations, financial, and other administrative systems of the acquired businesses with our existing operations and systems;

• successfully integrate the operations, financial, and other administrative systems of the acquired

businesses with our existing operations and systems;

• retain or hire senior management and other key personnel at acquired businesses;

• successfully support the acquired businesses in executing on strategic plans.

Furthermore, we may not be successful in addressing other challenges encountered in connection with our acquisitions and the anticipated benefits of one or more of our acquisitions may not be realized.

For example, in 2024 we announced the shutdown of our Hakuna live streaming service, which was acquired in 2021, because the service’s financial performance was not meeting our expectations.

In addition, such acquisitions can result in material diversion of management’s attention or other resources from our existing businesses.

The occurrence of any of these events could have an adverse effect on our business, financial condition, and results of operations.

We have incurred impairment charges related to our intangible assets in the past and may incur further impairment charges related to our goodwill and other intangible assets in the future, which have required us to, and in the future may again require us to, record a significant charge to earnings.

We acquire other companies and intangible assets and may not realize all the economic benefit from those acquisitions, which could cause an impairment of goodwill or intangible assets.

We assess goodwill and indefinite-lived intangible assets for impairment annually, or more frequently if an event occurs or there is a change in circumstances that indicates the carrying value may not be recoverable, including, but not limited to, a decline in our stock price and market capitalization, reduced future cash flow estimates, or slower growth rates in our industry.

In the past we have recorded, and may again in the future be required to record, significant charges in our consolidated financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations.

For further information, see “Note 5—Goodwill and Intangible Assets” to the consolidated financial statements included in “Part II, Item 8—Consolidated Financial Statements and Supplementary Data.”

We are subject to litigation, and adverse outcomes in such litigation could have an adverse effect on our financial condition.

We are, and from time to time may become, subject to litigation and various legal proceedings, including litigation and proceedings related to employment matters, intellectual property matters, and privacy and consumer protection laws, as well as stockholder derivative suits, class action lawsuits, mass arbitrations, and other matters.

Such litigation and proceedings may involve claims for substantial amounts of money or for other relief, result in significant costs for legal representation, arbitration fees, or other legal or related services, or might necessitate changes to our business or operations.

The defense of these actions is time consuming and expensive.

We evaluate these litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses.

Based on these assessments and estimates, we may establish reserves and/or disclose the relevant litigation claims or legal proceedings, as and when required or appropriate.

These assessments and estimates are based on information available to management at the time of such assessment or estimation and involve a significant amount of judgment.

As a result, actual outcomes or losses could differ materially from those envisioned by our current assessments and estimates.

Our failure to successfully defend or settle any of these litigation claims or legal proceedings could result in liability that, to the extent not covered by our insurance, could have an adverse effect on our business, financial condition, and results of operations.

See “Item 3—Legal Proceedings.”

Our operations are subject to volatile global economic conditions, particularly those that adversely impact consumer confidence and spending behavior.

Adverse macroeconomic conditions, including lower consumer confidence, changes to fiscal and monetary policy, the availability and cost of credit, and weakness in the economies in which we and our users are located, have adversely affected and may continue to adversely affect our business, financial condition, and results of operations.

In recent years, the United States, Europe and other key global markets have experienced historically high levels of inflation, which have impacted, among other things, employee compensation expenses.

If inflation rates rise again or continue to remain historically high or further increase in those locations where inflation rates remain elevated, it will likely affect our expenses, and may reduce consumer discretionary spending, which could affect the buying power of our users and lead to a reduced demand for our services, particularly for à la carte features or at brands that serve consumers with less discretionary income.

Other events and trends that could result in decreased levels of consumer confidence and discretionary spending include a general economic downturn, recessionary concerns, high unemployment levels, and increased interest rates, as well as any sudden disruption in business conditions.

Additionally, geopolitical developments, such as wars in Ukraine and the Middle East, tensions with China, climate change, and the responses by central banking authorities to control inflation, can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets.

Furthermore, we may not be successful in addressing other challenges encountered in connection with our

acquisitions and the anticipated benefits of one or more of our acquisitions may not be realized.

For example, on

February 22, 2026, Apple removed our Azar app, which was acquired in 2021, from the Apple App Store.

additional information, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results

of Operations—Management Overview—Trends affecting our business—MG Asia.” In addition, such acquisitions

can result in material diversion of management’s attention or other resources from our existing businesses.

occurrence of any of these events could have an adverse effect on our business, financial condition, and results

of operations.

We have incurred impairment charges related to our intangible assets in the past and may incur further

impairment charges related to our goodwill and other intangible assets in the future, which would adversely

affect our financial condition and results of operations.

We acquire other companies and intangible assets and may not realize all the economic benefit from those

acquisitions, which could cause an impairment of goodwill or intangible assets.

We assess goodwill and

indefinite-lived intangible assets for impairment annually, or more frequently if an event occurs or there is a

change in circumstances that indicates the carrying value may not be recoverable, including, but not limited to, a

decline in our stock price and market capitalization, reduced future cash flow estimates, or slower growth rates

in our industry.

In the past we have recorded significant charges in our consolidated financial statements related

to impairment of intangible assets, and may again in the future be required to record similar charges during the

period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect

our results of operations.

For example, as a result of Apple’s removal of Azar from the Apple App Store, we may

in the future need to record a charge related to impairment of intangible assets or goodwill.

For additional

information regarding Azar, see “Item 7—Management’s Discussion and Analysis of Financial Condition and

Results of Operations—Management Overview—Trends affecting our business—MG Asia” and “Note 16—

Subsequent Events” to the consolidated financial statements included in “Part II, Item 8—Consolidated Financial

Statements and Supplementary Data.” For further information regarding goodwill and intangible assets

generally, see “ Note 4—Goodwill and Intangible Assets ” to the consolidated financial statements included in

“Part II, Item 8—Consolidated Financial Statements and Supplementary Data.”

We operate in various international markets, including certain markets in which we have limited experience,

and some of our brands continue to seek to increase their international scope.

As a result, we face additional

risks in connection with certain of our international operations.

Operating internationally, particularly in countries in which we have limited experience, exposes us to a

number of risks in addition to those otherwise described in this annual report, such as:

• operational and compliance challenges caused by distance, language, and cultural differences;

• difficulties in staffing and managing international operations, including as a result of differing laws

relating to employee benefits and management;

• differing levels of social and technological acceptance of our services or lack of acceptance of them

• actions by governments or others to restrict access to our services or censor content on our services,

such as how Saudi Arabia and Turkey blocked or throttled access to Azar in recent years, whether these

actions are taken for political reasons, in response to decisions we make regarding governmental

requests or content generated by people on our services, or otherwise;

• differing and potentially adverse tax laws;

• compliance challenges due to different laws and regulatory environments, particularly in the case of

privacy, data security, data sovereignty, AI, intermediary or platform liability, age assurance and minor

protection, content moderation, and consumer protection;

• competitive environments that favor local businesses or local knowledge of such environments;

• limitations on the level of intellectual property protection or our ability to enforce our rights;

• trade sanctions, political unrest, terrorism, war, and epidemics, or the threat of any of these events.

The occurrence of any or all of the events described above have in the past and could again in the future

adversely affect our international operations, which could in turn adversely affect our business, financial

condition, and results of operations.

Foreign currency exchange rate fluctuations have adversely affected and may in the future adversely affect

our results of operations.

We operate in various international markets, including jurisdictions within the EU and Asia.

During periods

of a strengthening U.S.

dollar, our international revenues have been and will be reduced when translated into

In addition, as foreign currency exchange rates fluctuate, the translation of our international

revenues into U.S.

dollar-denominated operating results affects the period-over-period comparability of such

results and will also result in foreign currency exchange gains and losses.

For additional information, see “Item 7

—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial

Measures—Effects of Changes in Foreign Exchange Rates on Revenue,” and “Item 7A—Quantitative and

Qualitative Disclosures About Market Risk—Foreign Currency Exchange Risk.”

Our user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived

inaccuracies in those metrics may adversely affect our business, results of operations, and reputation.

We regularly review metrics, including our Payers, Revenue Per Payer, and Monthly Active User (“MAU”)

metrics, to evaluate growth trends, measure our performance, and make strategic decisions.

We may also seek

to introduce new metrics from time to time to further evaluate the success of our growth strategies.

metrics are calculated using internal company data and have not been validated by an independent third party.

While these metrics are based on what we believe to be reasonable estimates for the applicable period of

measurement, there are inherent challenges in measuring how our services are used across large populations

Further, we have in the past implemented, and may from time to time in the future implement, new

methodologies for calculating these metrics, which may result in the metrics changing or decreasing from prior

periods or not being comparable to prior periods.

Our metrics may also differ from estimates published by third

parties or from similarly titled metrics of our competitors due to differences in methodology or data used.

Moreover, when we make an acquisition, the methodologies that were historically used by the acquired

company to calculate certain metrics may be different from our methodologies in calculating similar metrics, and

it may take time to align the methodologies.

Conversely, we may face difficulties in calculating these metrics

over time in the event we determine to cease developing and/or offering a service.

Our MAU metric may also be impacted by our information quality efforts, which are our overall efforts to

reduce malicious activity on our platforms, including false, spam and malicious automation accounts in existence

on our platforms.

We make efforts to regularly deactivate false, spam and malicious automation accounts that

violate our terms of service, and exclude these users from the calculation of MAU;

however, we will not succeed

in identifying and removing all false, spam and malicious accounts from our platforms.

We are continually

seeking to improve our ability to estimate the total number of false, spam or malicious accounts, and we intend

to continue to make such improvements, but there is no guarantee as to the accuracy of these estimates.

addition, users are not prohibited from having accounts on more than one of our services, and we treat multiple

accounts held by a single person as multiple users for purposes of calculating Payers and MAU.

Errors or inaccuracies in our metrics or data could also result in incorrect business decisions and

inefficiencies.

If stockholders do not perceive our metrics to be accurate representations of our user base, or if

we discover material inaccuracies in our metrics, our business, results of operations and reputation may be

adversely affected.

The limited operating history of our newer brands and services makes it difficult to evaluate our current

business and future prospects.

We seek to tailor each of our brands and services to meet the preferences of specific geographies,

demographics, and other communities of users.

Building a given brand or service is generally an iterative process

that occurs over a meaningful period of time and involves considerable resources and expenditures.

the historical growth rates of newer brands and services may not be an indication of future growth rates for such

brands or similar brands.

As a result, we have encountered, and may continue to encounter, risks and difficulties

as we build and expand our newer brands and services.

The failure to successfully scale these brands and

services and address these risks and difficulties could adversely affect our business, financial condition, and

results of operations.

Climate change may have a long-term impact on our business.

Climate change may have an increasingly adverse impact on our business.

Its impact on our infrastructure

worldwide and its potential to increase political instability in regions where we, our users and our vendors do

business, may disrupt our business and cause us to experience higher attrition, losses and costs to maintain or

resume operations.

For example, certain of our facilities may be vulnerable to the impacts of extreme weather

We have offices in Texas, New York, California, British Columbia, France, Japan and South Korea, any of

which could be impacted by extreme weather events, such as hurricanes, tsunamis, fires, earthquakes,

tornadoes and flooding.

Extreme heat and wind coupled with dry conditions in California have in the past, and

may again in the future, lead to power safety shut offs due to wildfire risk, which can have adverse implications

for our California offices, including impairing the ability of our employees to work effectively.

maintain insurance coverage for a variety of property, casualty and other risks, the types and amounts of

insurance we obtain vary depending on availability and cost.

Some of our policies have large deductibles and

broad exclusions, and our insurance providers may be unable or unwilling to pay a claim.

Losses not covered by

insurance may be large, which could harm our results of operations and financial condition.

Risks relating to systems and infrastructures, data, security, privacy, and the use of AI

Our success depends, in part, on the integrity of our systems and infrastructures and on our ability to enhance,

expand, and adapt these systems and infrastructures in a timely and cost-effective manner.

To succeed, our systems and infrastructures must perform well on a consistent basis.

We have experienced

and may from time to time experience system interruptions that make some or all of our systems or data

unavailable and prevent our services from functioning properly for our users.

Any such interruption could arise

for any number of reasons, including as a result of our recent consolidation of some of our legacy brands’

platforms, which may create a single point of failure in which a failure in a single platform could cause an

interruption to multiple services at the same time, or as a result of actions by government agencies.

systems and infrastructures are vulnerable to damage from cyberattacks, fire, power loss, telecommunications

failures, computer viruses, software bugs, acts of God, and similar events.

While we have backup systems in

place for certain aspects of our operations, not all of our systems and infrastructures are fully redundant,

disaster recovery planning is not sufficient for all eventualities, and our property and business interruption

insurance coverage may not be adequate to fully compensate us for any losses that we may suffer.

interruptions or outages, regardless of the cause, could negatively impact our users’ experiences with our

platforms, tarnish our brands’ reputations, and decrease demand for our services, any or all of which could

adversely affect our business, financial condition, and results of operations.

We also continually work to expand and enhance the efficiency and scalability of our technology and

network systems to improve the experience of our users, accommodate substantial increases in the volume of

traffic to our various platforms, ensure acceptable load times for our services, and keep up with changes in

technology and user preferences.

Any failure to do so in a timely and cost-effective manner could adversely

affect our users’ experience with our various services, thereby negatively impacting the demand for our services,

and could increase our costs, either of which could adversely affect our business, financial condition, and results

of operations.

In addition, from time to time we have and may continue to, augment and enhance, or transition to other,

enterprise resource planning, human resources, financial, or other systems.

Such actions may cause us to

experience difficulties in managing our systems and processes, which could disrupt our operations, the

management of our finances, and the reporting of our financial results, which, in turn, may result in our inability

to manage the growth of our business and to accurately forecast and report our results, each of which could

adversely affect our business, financial condition, and results of operations.

Our success depends, in part, on the integrity of third-party systems and infrastructure.

We rely on third parties, primarily data center and cloud-based, hosted web service providers, such as

Amazon Web Services, as well as third party computer systems, service providers, software providers, and

broadband and other communications systems, in connection with the provision of our services generally, as

well as to facilitate and process certain transactions with our users, including to operate facial or liveness

verification features at many of our brands.

We have limited control over these third parties and their

operations, and such third party systems are increasingly complex.

Further, we have experienced outages by our

service providers in the past, and expect to experience more outages in the future.

As AI adoption increases, we

are also seeing many existing service providers incorporate AI into their existing services via the rollout of new

features, which may not have adequate AI governance processes or controls.

Further, many AI service providers

have limited operating histories and therefore often have unsophisticated systems and governance processes

and are at increased risk of failure.

Any (i) changes in service levels at our data centers or hosted web service

providers, (ii) interruptions, outages, or delays in our systems or those of our third party providers, (iii)

deterioration in the performance of these systems, (iv) cyber or similar attacks on these systems, (v)

discontinuation of services, for example from a software provider, for which there is no readily available

alternative or (v) need to migrate our business to different third-party data centers or hosted web service

providers as a result of any such problems, could impair our ability to provide our services or process

transactions with our users, which would adversely impact our business, financial condition, and results of

For additional information, see “Item 1—Business—Dependencies on services provided by others—

Cloud and Other Services.”

We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely

affected by cyberattacks experienced by third parties.

We are regularly under attack by perpetrators of random or targeted malicious technology-related events,

such as cyberattacks, computer viruses, worms, bot attacks or other destructive or disruptive software,

distributed denial of service attacks.

Such attacks are becoming increasingly sophisticated, and some actors are

using AI technology to launch more automated, targeted and coordinated attacks.

Increasing use of agentic AI

systems by both users and malicious actors also poses increasing threats, including as a result of poorly coded or

programmed systems.

While we have invested, and continue to invest, in the protection of our systems and

infrastructure, in related personnel and training, and in employing a data minimization strategy, where

appropriate, there can be no assurance that our efforts will prevent significant breaches in our systems or other

such events from occurring.

We have experienced cybersecurity incidents in the past, including incidents arising from both external

threats and the error or intentional misconduct of employees, contractors or other third-party service providers.

For example, in January 2026, a threat group attacked our corporate network utilizing social engineering tactics

to gain limited unauthorized access to certain internal corporate tools and limited user data.

Although we do not

believe such incidents have had a material adverse effect on our business or operating results to date, there can

be no assurance that future incidents will not be material, whether individually or in the aggregate.

aspects of effective cybersecurity depend on our employees, contractors and/or other third-party service

providers safeguarding our sensitive information and adhering to our security policies and access control

mechanisms, and failures in these areas may expose us to increased risk.

It also may be difficult to determine the best way to investigate, mitigate, contain, and remediate the harm

caused by a cyber incident.

Such efforts may not be successful, and we may make errors or fail to take necessary

It is possible that threat actors may gain undetected access to other networks and systems after

establishing a foothold on an internal system.

Cyber incidents and attacks can have cascading impacts that

unfold with increasing speed across our internal networks and systems.

In addition, it may take considerable

time for us to investigate and evaluate the full impact of incidents, particularly for sophisticated attacks.

factors may inhibit our ability to provide prompt, full and reliable information about an incident.

Cyber incidents affecting us or third-party service providers that provide services to us, host our systems,

or process data on our behalf, as well as incidents affecting third parties that do not directly involve us but result

in compromised user credentials or data reused across multiple online services, could disrupt our operations,

damage our brand and reputation, subject us to regulatory investigations, enforcement actions, litigation, fines,

or other liabilities, and reduce user trust in online services generally, including our services.

Any of these events

could have an adverse effect on our business, financial condition, and results of operations.

The success of our services will depend, in part, on our ability to access, collect, and use personal data about

our users and subscribers.

We rely on the Apple App Store and Google Play Store to distribute and, to a lesser extent, monetize our

mobile applications.

Our users and subscribers engage with these platforms directly and may be required to use

their payment systems for various transactions.

As a result, to the extent subscribers use these platforms’

payment systems, the platforms receive and do not share with us key user data that we would otherwise receive

if we transacted with our users and subscribers directly.

If these platforms continue to or increasingly limit,

eliminate, or otherwise interfere with our ability to access, collect, and use key user data, our ability to identify

and communicate with a meaningful portion of our user and subscriber bases and provide services to help keep

our users safe may be adversely impacted.

If so, our customer relationship management efforts, our ability to

reach new segments of our user and subscriber bases and the population generally, the efficiency of our paid

marketing efforts, the rates we are able to charge advertisers seeking to reach users and subscribers on our

various properties, our ability to comply with applicable law, and our ability to identify and exclude users and

subscribers whose access would violate applicable terms and conditions, including underage individuals and bad

actors, may be negatively impacted, and our business, financial condition, and results of operations could be

adversely affected.

If the security of personal and confidential or sensitive user information that we maintain and store is

breached or otherwise accessed by unauthorized persons, it may be costly to mitigate the impact of such an

event and our reputation could be harmed.

We receive, process, store, and transmit a significant amount of personal user and other confidential or

sensitive information, including, without limitation, credit card information, biometric information, location

data, and user-to-user communications.

We also enable our users to share their personal information with each

In some cases, we engage third party service providers to store or process this information.

continuously develop and maintain systems to protect the security, integrity, and confidentiality of this

information, but we have experienced past incidents and cannot guarantee that inadvertent or unauthorized use

or disclosure will not occur in the future or that third parties will not gain unauthorized access to, or will not use

for unauthorized purposes, this information despite our efforts.

For example, in January 2026, a threat group

attacked our corporate network utilizing social engineering tactics to gain limited unauthorized access to certain

internal corporate tools and limited user data.

When such events occur, we may not be able to remedy them,

and we may be required by an increasing number of laws to notify regulators and individuals whose personal

information was processed, used, or disclosed without authorization.

We may also be subject to claims against

us, including government enforcement actions, fines, and litigation, and have to expend significant capital and

other resources to mitigate the impact of such events, including developing and implementing protections to

prevent future events of this nature from occurring.

When breaches of security (or the security of our service

providers) occur, the perception of the effectiveness of our security measures, the security measures of our

service providers, and our reputation may be harmed, we may lose current and potential users, and our various

brands’ reputations and competitive positions may be tarnished, any or all of which might adversely affect our

business, financial condition, and results of operations.

Challenges with properly managing the use of AI could result in reputational harm, competitive harm, and

legal liability.

We currently incorporate AI technologies into certain of our services and are working to further integrate

generative AI technologies into our services, which integrations may become important to our operations over

For example, we have announced the launch of several AI-powered features or experiences, such as

enhanced recommendation systems, a new interactive matching feature on Tinder, and personalized prompts

for first messages on Hinge.

Our competitors or other third parties may incorporate generative AI technologies

into their services more quickly or more successfully than us, which could impair our ability to compete

effectively and adversely affect our results of operations.

Additionally, AI algorithms and training methodologies

may be flawed, and datasets may be overbroad, insufficient, contain inaccurate or biased information, or

infringe third-party rights.

If the content or recommendations that AI applications assist in producing are, or are

alleged to be, deficient, inaccurate, misleading, offensive, biased, infringing, unauthorized, or otherwise

improper or harmful, we may face reputational consequences or legal liability, and our business, financial

condition, and results of operations may be adversely affected.

Further, the use of AI has been known to result

in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of AI-

enhanced services.

Any such cybersecurity incidents related to our use of AI technologies could adversely affect

our reputation and results of operations.

AI technologies also present emerging ethical issues, and if our use of

AI technologies becomes controversial, we may experience brand or reputational harm, competitive harm, or

legal liability.

The rapid evolution of AI technologies will require the dedication of significant resources to

develop, test, and maintain, including to further implement AI technologies ethically in order to minimize

unintended harmful impact.

While we aim to deploy AI technologies responsibly and attempt to identify and

mitigate ethical and legal issues presented by their use, we may be unsuccessful in identifying or resolving issues

before they arise.

We may also face challenges with the use of AI technologies by employees or contractors through error or

intentional misconduct.

We have contracted with certain AI service providers to allow employees and

contractors to make use of such services in order to enhance their work product and level of efficiency, and we

have developed and implemented safeguards and policies regarding the proper use of such services.

we rely on our employees and contractors to adhere to these policies, including what type of Company

information may be entered into AI services, and to ensure they do not make use of generative AI services or

accounts other than those made available by us for Company-related tasks.

Any failure by employees or

contractors to properly or exclusively use such Company-provided AI services, whether intentional or

unintentional, may compromise the availability or confidentiality of Company-owned information and could

adversely affect our business or results of operations.

Further, the legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain,

including in the areas of AI governance, intellectual property, discrimination, cybersecurity, and privacy and data

For example, use of AI technologies may complicate or impede our ability to own or control

intellectual property we develop.

Compliance with existing, new, and changing laws, regulations, and industry

standards relating to AI technologies may limit some uses of AI technologies, impose significant operational

costs, and limit our ability to develop, deploy, or use AI technologies.

Further, the continued integration of any AI

technologies into our services may result in new or enhanced governmental or regulatory scrutiny.

appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and

reputational harm.

We are subject to a number of risks related to credit card payments, including data security breaches and

fraud that we or third parties experience, any of which could adversely affect our business, financial condition,

and results of operations.

We accept payment from our users primarily through credit card transactions and certain online payment

service providers, and in 2025, began implementing alternative payment options outside of the payments

systems provided by Apple and Google in their platforms, which have led to increased levels of credit card

transactions.

When we or a third party experiences a data security breach involving credit card information,

affected cardholders will often cancel their credit cards.

In the case of a breach experienced by a third party, the

more sizable the third party’s customer base and the greater the number of credit card accounts impacted, the

more likely it is that our users would be impacted by such a breach.

To the extent our users are affected by such

a breach experienced by us or a third party, such users would need to be contacted to obtain new credit card

information and process any pending transactions.

It is likely that we would not be able to reach all affected

users, and even if we could, some users’ new credit card information may not be obtained and some pending

transactions may not be processed, which could adversely affect our business, financial condition, and results of

Even if our users are not directly impacted by a given data security breach, they may lose confidence in the

ability of service providers to protect their personal information generally, which could cause them to stop using

their credit cards online or choose alternative payment methods that are less convenient or more costly for us or

otherwise restrict our ability to process payments without significant user effort.

Additionally, if we fail to adequately prevent fraudulent credit card transactions, we may face litigation,

fines, governmental enforcement action, civil liability, diminished public perception of our security measures,

significantly higher credit card-related and remediation costs, or refusal by credit card processors to continue to

process payments on our behalf, any of which could adversely affect our business, financial condition, and

results of operations.

Our use of “open source” software could subject our proprietary software to general release, adversely affect

our ability to sell our services and subject us to possible litigation, and third parties may utilize technology that

we developed and made available via open source for improper purposes.

We use open source software in connection with a portion of our operations and services and expect to

continue to use open source software in the future.

Under certain circumstances, some open source licenses

require a user of the licensed code to provide the user’s own proprietary source code to third parties upon

request, or prohibit a user from charging a fee to third parties in connection with the use of the user’s

proprietary code.

While we try to insulate our proprietary code from the effects of such open source license

provisions, we cannot guarantee that we will be successful, that all open source software is reviewed prior to

use, that our developers have not incorporated open source software into our operations or services, or that

they will not do so in the future.

Accordingly, we may face claims from others challenging our use of open source

software, claiming ownership of, or seeking to enforce the license terms applicable to such open source

software, including by demanding release of the open source software, derivative works or our proprietary

source code that was developed or distributed with such software.

Such claims could also require us to purchase

a commercial license or require us to devote additional research and development resources to change our

software, any of which would have a negative effect on our business and results of operations.

In addition, if the

license terms for the open source code change, we may be forced to re-engineer our software or incur additional

Additionally, the terms of many open source licenses to which we are subject have not been interpreted

or foreign courts.

There is a risk that open source software licenses could be construed in a manner that

imposes unanticipated conditions or restrictions on our ability to conduct our operations or market or provide

our services.

In addition, we increasingly rely on open source and other publicly available datasets in developing,

training and improving AI and machine learning models, including large language models.

To the extent such

datasets are not properly licensed, contain content subject to intellectual property or other legal restrictions, or

are otherwise used in a manner inconsistent with applicable license terms or laws, the resulting models and

related outputs could be subject to claims of infringement, misappropriation or other violations and could

require us to modify, retrain or discontinue use of affected models, limit the functionality of our products, obtain

costly licenses, or result in litigation, regulatory inquiries, reputational harm or other adverse consequences.

We also develop technology that we make available via open source to third parties that can use this

technology for use in their own products and services.

We may not have insight into, or control over, the

practices of third parties who may utilize such technologies.

As such, we cannot guarantee that third parties will

not use such technologies for improper purposes, including through the dissemination of illegal, inaccurate,

defamatory or harmful content, intellectual property infringement or misappropriation, furthering bias or

discrimination, cybersecurity attacks, data privacy violations, other activities that threaten people’s safety or

well-being on- or offline, or to develop competing technologies.

Such improper use by any third party could

adversely affect our reputation, business, financial condition or results of operations, or subject us to legal

Risks relating to legal and regulatory compliance

Our business is subject to complex and evolving U.S., foreign, and international laws and regulations, including

with respect to data privacy, platform liability, and AI.

These laws and regulations are subject to change and

uncertain interpretation, and could result in changes to our business practices, increased cost of operations,

declines in user growth or engagement, claims, monetary penalties, or other harm to our business.

We are subject to a variety of laws and regulations in the United States and abroad that involve matters

that are important to or may otherwise impact our business.

These laws and regulations involve matters

including, among others, antitrust and competition, broadband internet access, online commerce, advertising,

user privacy, data protection, intermediary liability, protection of minors, biometrics, consumer protection,

general safety, sex-trafficking, taxation, money laundering, accessibility, intellectual property, AI, and securities

law compliance.

See “Item 1—Business—Government regulation” for additional information.

state, and municipal and foreign and international laws and regulations, which in some cases can be enforced by

private parties in addition to government entities, are constantly evolving and subject to change.

As a result, the

application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in

the rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently from state

to state and country to country.

These laws and regulations, any proposed or new legislation or regulation, and

any associated inquiries, investigations, or other government actions, may be costly to comply with, may in the

future impose new liabilities or eliminate existing legal protections, and have in the past, and may in the future,

delay or impede the development of new services, require changes to or cessation of certain business practices,

result in negative publicity, increase our operating costs, require significant management time and attention,

result in geographic bans or removal of some of our apps from Apple or Google platforms, and subject us to

remedies that may harm our business, including fines or modifications to existing business practices.

example, see “Item 3 Legal Proceedings—Irish Data Protection Commission Inquiry Regarding Tinder’s

In particular, the adoption of any laws or regulations that adversely affect the popularity or growth in use

of the internet or our services, including laws or regulations that undermine open and neutrally administered

internet access, could decrease user demand for our service offerings and increase our cost of doing business.

For example, in 2017, the Federal Communications Commission adopted an order reversing net neutrality

protections in the United States, including the repeal of specific rules against blocking, throttling, or “paid

prioritization” of content or services by internet service providers.

Further, recent U.S.

court decisions have

opened the door to U.S.

states each adopting their own laws or regulations adding, eliminating or prohibiting net

neutrality protections, leading to a potential patchwork of differing requirements across the U.S., which may be

costly or difficult to comply with.

To the extent internet service providers engage in such blocking, throttling,

“paid prioritization” of content, or similar actions, our business, financial condition, and results of operations

could be adversely affected.

We may fail to adequately protect our intellectual property rights or may be accused of infringing the

intellectual property rights of third parties.

We rely heavily upon our trademarks and related domain names and logos to market our services and to

build and maintain brand loyalty and recognition.

We also rely upon patent, copyright, and trade secret

protections to protect our proprietary technologies relating to our services.

We depend on a combination of

laws as well as contractual restrictions with employees, customers, suppliers, and others, to establish and

protect our intellectual property rights.

For example, we have generally registered trademarks and continue to

apply to register and renew, or secure by contract where appropriate, trademarks as they are developed and

used, and reserve, register, and renew domain names as we deem appropriate.

Effective trademark protection

may not be available or sought in every country in which our services are made available, and contractual

disputes may affect the use of marks governed by private contract.

Similarly, not every variation of a domain

name may be available or registered, even if available.

We generally seek to apply for patents or other similar statutory protections as and when we deem

appropriate, based on then-current facts and circumstances, and will continue to do so in the future.

assurances can be given that any patent or copyright application we have filed or will file will result in a patent or

adequate protection against competitors and similar technologies.

In addition, no assurances can be given that

third parties will not create new products, services or methods that achieve similar results without infringing

upon patent or copyright registrations we own.

Despite these measures, our intellectual property rights may still not be protected in a meaningful manner,

challenges to contractual rights could arise, third parties could copy or otherwise obtain and use our intellectual

property without authorization, our existing trademark, patent, copyright or trade secret rights can be, and, on

rare occasions, have been, determined to be invalid or unenforceable, or laws and interpretations of laws

regarding the enforceability of existing intellectual property rights may change over time in a manner that

provides less protection.

The occurrence of any of these events could tarnish our brands’ reputations, limit our

ability to market them, or impede our ability to effectively compete against competitors with similar

technologies, any of which could adversely affect our business, financial condition, and results of operations.

Further, from time to time, we have been subject to legal proceedings and claims regarding intellectual

property, including claims of alleged infringement of trademark, copyright, patent, and other intellectual

property rights held by third parties.

In addition, from time to time we have engaged in litigation, and may

continue to do so in the future, to enforce and protect our intellectual property rights, or to determine the

validity and scope of proprietary rights claimed by others.

Any litigation of this nature, regardless of outcome,

could result in substantial costs and diversion of management and technical resources, any of which could

adversely affect our business, financial condition, and results of operations.

We are subject to litigation, and adverse outcomes in such litigation could have an adverse effect on our

financial condition.

We are, and from time to time may become, subject to litigation and various legal proceedings, including

litigation and proceedings related to employment matters, intellectual property matters, and privacy,

cybersecurity, and consumer protection laws, as well as stockholder derivative suits, class action lawsuits, mass

arbitrations, and other matters.

Such litigation and proceedings may involve claims for substantial amounts of

money or for other relief, result in significant costs for legal representation, arbitration fees, or other legal or

related services, or might necessitate changes to our business or operations.

The defense of these actions is time

consuming and expensive.

We evaluate these litigation claims and legal proceedings to assess the likelihood of

unfavorable outcomes and to estimate, if possible, the amount of potential losses.

Based on these assessments

and estimates, we may establish reserves and/or disclose the relevant litigation claims or legal proceedings, as

and when required or appropriate.

These assessments and estimates are based on information available to

management at the time of such assessment or estimation and involve a significant amount of judgment.

result, actual outcomes or losses could differ materially from those envisioned by our current assessments and

Our failure to successfully defend or settle any of these litigation claims or legal proceedings could

result in liability that, to the extent not covered by our insurance, could have an adverse effect on our business,

financial condition, and results of operations.

See “Item 3—Legal Proceedings” for additional information.

We are subject to taxation related risks in multiple jurisdictions.

We are a U.S.-based multinational company subject to tax in multiple U.S.

and foreign tax jurisdictions.

Significant judgment is required in determining our global provision for income taxes, deferred tax assets or

liabilities, and in evaluating our tax positions on a worldwide basis.

While we believe our tax positions are

consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these

positions may be challenged by jurisdictional tax authorities, which may have a significant impact on our global

provision for income taxes.

Tax laws are being re-examined and evaluated globally.

New laws and interpretations of the law are taken

into account for financial statement purposes in the quarter or year that they become applicable.

Tax authorities

are increasingly scrutinizing the tax positions of companies.

Many countries in the European Union, as well as a

number of other countries and organizations such as the Organization for Economic Cooperation and

Development and the European Commission, are actively considering changes to existing tax laws that, if

enacted, could increase our tax obligations in countries where we do business.

These proposals include changes

to the existing framework to calculate income tax, as well as proposals to change or impose new types of non-

income taxes, including taxes based on a percentage of revenue.

or other foreign tax authorities

change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of

operations may be adversely impacted.

Risks relating to our indebtedness

Our indebtedness may affect our ability to operate our business, which could have a material adverse effect on our financial condition and results of operations.

We and our subsidiaries may incur additional indebtedness, including secured indebtedness.

As of December 31, 2024, we had total debt outstanding of approximately $3.9 billion and borrowing availability of $499.4 million under our revolving credit facility.

Our indebtedness may affect our ability to operate our business, which could have a material adverse effect on

our financial condition and results of operations.

We and our subsidiaries may incur additional indebtedness,

including secured indebtedness.

As of December 31, 2025 , we had total debt outstanding of approximately $4.0 billion and borrowing

availability of $499.4 million under our revolving credit facility.

Our indebtedness could have important consequences, such as:

• limiting our ability to obtain additional financing to fund working capital needs, acquisitions, capital expenditures, or other debt service requirements or for other purposes;

• limiting our ability to use operating cash flow to pursue acquisitions or invest in other areas, such as developing new brands, services, or exploiting business opportunities;

• restricting our business operations due to financial and operating covenants in the agreements governing our and certain of our subsidiaries’ existing and future indebtedness, including certain covenants that restrict the ability of our subsidiaries to pay dividends or make other distributions to us;

• exposing us to potential events of default (if not cured or waived) under financial and operating covenants contained in our or our subsidiaries’ debt instruments that could have a material adverse effect on our business, financial condition, and operating results.

Although the terms of our credit agreement and the indentures related to our senior notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and additional indebtedness incurred in compliance with these restrictions could be significant.

If new debt is added to our and our subsidiaries’ current debt levels, the risks described above could increase.

Further, as financial markets have become more costly to access due to increased interest rates or other changes in economic conditions, our ability to raise additional capital may be negatively impacted, and any refinancing or restructuring could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful.

• limiting our ability to obtain additional financing to fund working capital needs, acquisitions, capital

expenditures, or other debt service requirements or for other purposes;

• limiting our ability to use operating cash flow to pursue acquisitions or invest in other areas, such as

developing new brands, services, or exploiting business opportunities;

• restricting our business operations due to financial and operating covenants in the agreements

governing our and certain of our subsidiaries’ existing and future indebtedness, including certain

covenants that restrict the ability of our subsidiaries to pay dividends or make other distributions to us;

• exposing us to potential events of default (if not cured or waived) under financial and operating

covenants contained in our or our subsidiaries’ debt instruments that could have a material adverse

effect on our business, financial condition, and results of operations.

Although the terms of our credit agreement and the indentures related to our senior notes contain

restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of

qualifications and exceptions, and additional indebtedness incurred in compliance with these restrictions could

be significant.

If new debt is added to our and our subsidiaries’ current debt levels, the risks described above

could increase.

Further, as financial markets have become more costly to access due to increased interest rates

or other changes in economic conditions, our ability to raise additional capital may be negatively impacted, and

any refinancing or restructuring could be at higher interest rates and may require us to comply with more

onerous covenants, which could further restrict our business operations.

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take

other actions to satisfy our obligations under our indebtedness that may not be successful.

Our ability to satisfy our debt obligations will depend upon, among other things:

• our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory, and other factors, many of which are beyond our control;

• our future ability to borrow under our revolving credit facility, the availability of which will depend on, among other things, our complying with the covenants in the then-existing agreements governing our indebtedness.

There can be no assurance that our business will generate sufficient cash flow from operations, or that we will be able to draw under our revolving credit facility or otherwise, in an amount sufficient to fund our liquidity needs.

If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital, or restructure or refinance our indebtedness.

These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time.

Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

In addition, the terms of existing or future debt agreements may restrict us from adopting some of these alternatives.

Variable rate indebtedness that we have incurred or may incur under our credit agreement will subject us to interest rate risk, which could cause our debt service obligations to increase significantly.

We currently have no outstanding borrowings under our revolving credit agreement and paid in full the $425 million of indebtedness that was outstanding under our term loan in January 2025.

Borrowings under the term loan were, and any borrowings under the revolving credit facility will be, at variable rates of interest.

Indebtedness that bears interest at variable rates exposes us to interest rate risk.

See “Item 7A—Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk.”

Exchange of our outstanding exchangeable notes may dilute the ownership interests of existing stockholders or may otherwise depress the price of our common stock.

We are obligated as a guarantor under the indentures relating to the outstanding exchangeable notes issued by certain of our subsidiaries.

The exchange of some or all of the exchangeable notes may dilute the ownership interests of our stockholders to the extent we deliver shares of our common stock upon exchange.

While outstanding hedges relating to the exchangeable notes are expected to reduce the potential dilutive effect on our common stock upon any exchange and/or offset any cash payment the issuers of the exchangeable notes would be required to make in excess of the principal amount of the exchanged notes, outstanding warrants relating to the exchangeable notes have a dilutive effect to the extent that the market price per share of our common stock exceeds the strike price of the warrants.

Any sales in the public market of our common stock issuable upon exchange of any exchangeable notes could adversely affect prevailing market prices of our common stock.

In addition, the existence of the exchangeable notes may encourage short selling of our common stock by market participants because the exchange of the exchangeable notes could be used to satisfy short positions.

In addition, the anticipated exchange of the exchangeable notes could depress the price of our common stock.

• our future financial and operating performance, which will be affected by prevailing economic

conditions and financial, business, regulatory, and other factors, many of which are beyond our control;

• our future ability to borrow under our revolving credit facility, the availability of which will depend on,

among other things, our complying with the covenants in the then-existing agreements governing our

indebtedness;

• changes in interest rates, to the extent we borrow under our revolving credit facility.

There can be no assurance that our business will generate sufficient cash flow from operations, or that we

will be able to draw under our revolving credit facility or otherwise, in an amount sufficient to fund our liquidity

If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to

reduce or delay capital expenditures, sell assets, seek additional capital, or restructure or refinance our

indebtedness.

These alternative measures may not be successful and may not permit us to meet our scheduled

debt service obligations.

Our ability to restructure or refinance our debt will depend on the condition of the

capital markets and our financial condition at such time.

Any refinancing of our debt could be at higher interest

rates and may require us to comply with more onerous covenants, which could further restrict our business

In addition, the terms of existing or future debt agreements may restrict us from adopting some of

these alternatives.

Exchange of our outstanding exchangeable notes may dilute the ownership interests of existing stockholders

or may otherwise depress the price of our common stock.

We are obligated as a guarantor under the indentures relating to the outstanding exchangeable notes

issued by certain of our subsidiaries.

The exchange of some or all of the exchangeable notes may dilute the

ownership interests of our stockholders to the extent we deliver shares of our common stock upon exchange.

While outstanding hedges relating to the exchangeable notes are expected to reduce the potential dilutive effect

on our common stock upon any exchange and/or offset any cash payment the issuers of the exchangeable notes

would be required to make in excess of the principal amount of the exchanged notes, outstanding warrants

relating to the exchangeable notes have a dilutive effect to the extent that the market price per share of our

common stock exceeds the strike price of the warrants.

Any sales in the public market of our common stock

issuable upon exchange of any exchangeable notes could adversely affect prevailing market prices of our

common stock.

In addition, the existence of the exchangeable notes may encourage short selling of our common

stock by market participants because the exchange of the exchangeable notes could be used to satisfy short

In addition, the anticipated exchange of the exchangeable notes could depress the price of our

common stock.

Risks relating to ownership of our common stock

You may experience dilution due to the issuance of additional securities in the future .

Our dilutive securities consist of vested options to purchase shares of our common stock, restricted stock unit awards, equity awards denominated in the equity of our non-public subsidiaries but settleable in shares of our common stock, the exchangeable notes, and the exchangeable note warrants.

These dilutive securities are reflected in our dilutive earnings per share calculation contained in our financial statements for fiscal years ended December 31, 2024, 2023, and 2022.

For more information, see “Note 10—Earnings per Share” to the consolidated financial statements included in “Part II, Item 8—Consolidated Financial Statements and Supplementary Data.” Intra-quarter movements in our stock price could lead to more or less dilution than reflected in these calculations.

We cannot guarantee that our share repurchase programs will be fully consummated or enhance long-term stockholder value.

Also, the price of our stock is subject to volatility and share repurchases and dividend payments could increase the volatility of the trading price of our stock and will diminish our cash reserves.

Although our board of directors has authorized share repurchase programs that do not have an expiration date, the programs do not obligate us to repurchase any specific dollar amount or acquire any specific number of shares of our common stock.

The specific timing and amount of any share repurchases will depend on prevailing share prices, general economic and market conditions, company performance, and other considerations.

We cannot guarantee that the repurchase programs will be fully consummated or enhance long-term stockholder value.

Further, our stock has experienced substantial price volatility in the past and may continue to do so in the future.

Price volatility may cause the average price at which we repurchase our stock in a given period to exceed the stock's price at a given point in time.

The repurchase programs could also affect the trading price of our stock and increase volatility, and any announcement of a termination of the repurchase programs may result in a decrease in the trading price of our stock.

Our dilutive securities consist of vested options to purchase shares of our common stock, restricted stock

unit awards, equity awards denominated in the equity of our non-public subsidiaries but settleable in shares of

our common stock, the exchangeable notes, and the exchangeable note warrants.

These dilutive securities are reflected in our dilutive earnings per share calculation contained in our

financial statements for fiscal years ended December 31, 2025 , 2024 , and 2023 .

For more information, see “ Note

9—Earnings per Share ” to the consolidated financial statements included in “Part II, Item 8—Consolidated

Financial Statements and Supplementary Data.” Intra-quarter movements in our stock price could lead to more

or less dilution than reflected in these calculations.

We cannot guarantee that our share repurchase programs will be fully consummated or enhance long-term

stockholder value.

Also, the price of our stock is subject to volatility and share repurchases and dividend

payments could increase the volatility of the trading price of our stock and will diminish our cash reserves.

Although our board of directors has authorized share repurchase programs that do not have an expiration

date, the programs do not obligate us to repurchase any specific dollar amount or acquire any specific number of

shares of our common stock.

The specific timing and amount of any share repurchases will depend on prevailing

share prices, general economic and market conditions, company performance, and other considerations.

cannot guarantee that the repurchase programs will be fully consummated or enhance long-term stockholder

Further, our stock has experienced substantial price volatility in the past and may continue to do so in the

Price volatility may cause the average price at which we repurchase our stock in a given period to exceed

the stock's price at a given point in time.

The repurchase programs could also affect the trading price of our stock

and increase volatility, and any announcement of a termination of the repurchase programs may result in a

decrease in the trading price of our stock.

In addition, our repurchase program will diminish our cash reserves.

There can be no assurance that we will continue to declare cash dividends.

The payment of any cash dividends in the future is subject to continued capital availability, market conditions, applicable laws and agreements, and our board of directors continuing to determine that the declaration of dividends are in the best interests of our stockholders.

The declaration and payment of any dividend may be discontinued or reduced at any time, and there can be no assurance that we will declare cash dividends in the future in any particular amounts, or at all.

Dividend payments could also affect the trading price of our stock and increase volatility, and any announcement of a termination of our dividend payments may result in a decrease in the trading price of our stock.

In addition, dividend payments will diminish our cash reserves.

Provisions in our certificate of incorporation and bylaws or Delaware law may discourage, delay, or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Delaware corporate law and our certificate of incorporation and bylaws contain provisions that could discourage, delay, or prevent a change in control of our company or changes in our management that the stockholders of our company may deem advantageous, including provisions which:

• authorize the issuance of “blank check” preferred stock that our board of directors could issue to increase the number of outstanding shares and to discourage a takeover attempt;

• establish a classified board of directors, as a result of which our board is divided into three classes, with each class serving for staggered three-year terms, which prevents stockholders from electing an entirely new board of directors at an annual meeting;

• prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of the stockholders;

The payment of any cash dividends in the future is subject to continued capital availability, market

conditions, applicable laws and agreements, and our board of directors continuing to determine that the

declaration of dividends are in the best interests of our stockholders.

The declaration and payment of any

dividend may be discontinued or reduced at any time, and there can be no assurance that we will declare cash

dividends in the future in any particular amounts, or at all.

Dividend payments could also affect the trading price

of our stock and increase volatility, and any announcement of a termination of our dividend payments may

result in a decrease in the trading price of our stock.

In addition, dividend payments will diminish our cash

Provisions in our certificate of incorporation and bylaws or Delaware law may discourage, delay, or prevent a

change of control of our company or changes in our management and, therefore, depress the trading price of

our common stock.

Delaware corporate law and our certificate of incorporation and bylaws contain provisions that could

discourage, delay, or prevent a change in control of our company or changes in our management that the

stockholders of our company may deem advantageous, including provisions which:

• authorize the issuance of “blank check” preferred stock that our board of directors could issue to

increase the number of outstanding shares and to discourage a takeover attempt;

• establish a classified board of directors, as a result of which our board is divided into classes, which

prevents stockholders from electing an entirely new board of directors at an annual meeting until our

2028 annual meeting of stockholders, at and after which time, our entire board of directors will be

declassified;

• prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of

the stockholders;

• eliminate the ability of our stockholders to call special meetings of stockholders;

• provide that certain litigation against us can be brought only in Delaware (subject to certain exceptions);

• provide that certain litigation against us can be brought only in Delaware (subject to certain

• provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws.

Any provision of our certificate of incorporation, our bylaws, or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

Our certificate of incorporation could prevent us from benefiting from corporate opportunities that might otherwise have been available to us.

Our certificate of incorporation includes a “corporate opportunity” provision in which Match Group and its affiliates renounce any interests or expectancy in corporate opportunities which become known to any of Match Group’s directors or officers who are also officers or directors of IAC.

Generally, Match Group’s officers or directors who are also IAC’s officers or directors will not be liable to Match Group or its stockholders for breach of any fiduciary duty because such person fails to communicate or offer to Match Group a corporate opportunity that has been communicated or offered to IAC, that may also be a corporate opportunity of Match Group or because such person communicates or offers to IAC any corporate opportunity that may also be a corporate opportunity of Match Group.

In order for any Match Group director or officer who is also an IAC director or officer not to be liable to Match Group or its stockholders, such opportunity cannot become known to the officer or director in his or her capacity as a Match Group director or officer and cannot be presented to any party other than IAC.

In addition, such officer or director cannot pursue such an opportunity in his or her individual capacity.

The corporate opportunity provision may exacerbate conflicts of interest between Match Group and IAC because the provision effectively permits any of Match Group’s directors or officers who also serve as an officer or director of IAC to choose to direct a corporate opportunity to IAC instead of to Match Group.

Any provision of our certificate of incorporation, our bylaws, or Delaware law that has the effect of

delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium

for their shares of our common stock, and could also affect the price that some investors are willing to pay for

our common stock.

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 1A. Risk Factors