What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-02-27 · 794 added, 449 removed, 168 unchanged (88% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Updated Financial Metrics

We have updated the title of our primary non-GAAP measure to “Adjusted EBITDA” from our previous title

“Adjusted Operating Income.” We believe this updated title better aligns with our peers.

Numerically, Adjusted

EBITDA is the same as Adjusted Operating Income;

however, the starting point of the reconciliation to the most

comparable GAAP financial measure has changed from operating income to net income.

See “Non-GAAP

Financial Measures” below for the full definition of Adjusted EBITDA and a reconciliation of net income

attributable to Match Group, Inc.

shareholders to Adjusted EBITDA.

Operating and financial metrics:

1 unchanged sentence

• Hinge consists of the world-wide activity of the brand Hinge®.

• Evergreen & Emerging (“E&E”) consists of the world-wide activity of our Evergreen brands, which include Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands, and our Emerging brands, which include BLK®, Chispa™, The League®, Archer®, Upward®, Yuzu™, and other smaller brands.

• Match Group Asia (“MG Asia”) consists of the world-wide activity of the brands primarily focused on Asia and the Middle East, including Pairs™ and Azar®, which has expanded into Europe and the U.S.

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

• Direct Revenue is revenue that is received directly from end users of our services and includes both subscription and à la carte revenue.

• Indirect Revenue is revenue that is not received directly from an end user of our services, substantially all of which is advertising revenue.

• Evergreen & Emerging (“E&E”) consists of the world-wide activity of our Evergreen brands, including

Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands, and

our Emerging brands, including BLK®, Chispa™, The League®, Archer®, Upward®, Yuzu™, Salams®,

HER™, and other smaller brands.

• Match Group Asia (“MG Asia”) consists of the world-wide activity of the brands Pairs™ and Azar®.

• Corporate and unallocated costs includes 1) corporate expenses (such as executive management,

investor relations, corporate development, board of directors, and public company listing fees), 2)

portions of corporate services (such as legal, human resources, accounting, and tax), and 3) certain

centrally managed services and technology that have not been allocated to the individual business

segments (such as central trust and safety operations and certain shared software).

• Direct Revenue is revenue that is received directly from end users of our services and includes both

subscription and à la carte revenue.

• Indirect Revenue is revenue that is not received directly from an end user of our services, substantially

all of which is advertising revenue.

• Payers are unique users at a brand level in a given month from whom we earned Direct Revenue.

When presented as a quarter-to-date or year-to-date value, Payers represents the average of the monthly values for the respective period presented.

At a consolidated level, and a business unit level to the extent a business unit consists of multiple brands, duplicate Payers may exist when we earn revenue from the same individual at multiple brands in a given month, as we are unable to identify unique individuals across brands in the Match Group portfolio.

• Revenue Per Payer (“RPP”) is the average monthly revenue earned from a Payer and is Direct Revenue for a period divided by the Payers in the period, further divided by the number of months in the period.

When presented as a quarter-to-date or year-to-date value, Payers represents the average of the

monthly values for the respective period presented.

At a consolidated level, and a business unit level

to the extent a business unit consists of multiple brands, duplicate Payers may exist when we earn

revenue from the same individual at multiple brands in a given month, as we are unable to identify

unique individuals across brands in the Match Group portfolio.

• Revenue Per Payer (“RPP”) is the average monthly revenue earned from a Payer and is Direct Revenue

for a period divided by the Payers in the period, further divided by the number of months in the

Operating costs and expenses:

• Cost of revenue consists primarily of the amortization of in-app purchase fees, Variable Expenses (defined below), and employee compensation expense and stock-based compensation expense for personnel engaged in data center and customer care functions.

• Selling and marketing expense consists primarily of cost of acquisition expense, employee compensation expense, and stock-based compensation expense for personnel engaged in selling and marketing, sales support, and public relations functions.

• General and administrative expense consists primarily of employee compensation expense and stock-based compensation expense for personnel engaged in executive management, finance, legal, tax, and human resources, fees for professional services (including transaction-related costs for acquisitions), and facilities costs.

• Product development expense consists primarily of employee compensation expense and stock-based compensation expense that are not capitalized for personnel engaged in the design, development, testing, and enhancement of product offerings and related technology.

• In-app purchase fees consists of the amortization of in-app purchase fees, which are monies paid to Apple and Google in connection with the processing of in-app purchases of subscriptions and service features through the in-app payment systems provided by Apple and Google.

• Variable Expenses consists primarily of hosting fees, credit card processing fees, and rent, energy, and bandwidth costs associated with data centers.

• Cost of acquisition consists primarily of advertising expenditures, including online marketing (fees paid to search engines and social media sites), offline marketing, including television and print advertising, and production of advertising content.

• Employee compensation expense consists primarily of compensation expense (excluding stock-based compensation expense) and other employee-related costs that are not capitalized.

• Stock-based compensation expense consists principally of expense associated with awards of restricted stock units (“RSUs”), performance-based RSUs, and market-based awards that is not capitalized.

• Cost of revenue consists primarily of the amortization of in-app purchase fees, Variable Expenses

(defined below), and employee compensation expense and stock-based compensation expense for

personnel engaged in data center and customer care functions.

• Selling and marketing expense consists primarily of cost of acquisition expense, employee

compensation expense, and stock-based compensation expense for personnel engaged in selling and

marketing, sales support, and public relations functions.

• General and administrative expense consists primarily of employee compensation expense and stock-

based compensation expense for personnel engaged in executive management, finance, legal, tax, and

human resources, fees for professional services (including transaction-related costs for acquisitions),

and facilities costs.

• Product development expense consists primarily of employee compensation expense and stock-based

compensation expense that are not capitalized for personnel engaged in the design, development,

testing, and enhancement of product offerings and related technology.

• In-app purchase fees consists of the amortization of in-app purchase fees, which are monies paid to

Apple and Google in connection with the processing of in-app purchases of subscriptions and service

features through the in-app payment systems provided by Apple and Google.

Additionally, fees paid to

Apple and Google for transactions not processed through their in-app payment systems are included

within in-app purchase fees.

• Variable Expenses consists primarily of hosting fees, credit card processing fees, and rent, energy, and

bandwidth costs associated with data centers.

• Cost of acquisition consists primarily of advertising expenditures, including online marketing (fees paid

to search engines and social media sites), offline marketing, including television and print advertising,

and production of advertising content.

• Employee compensation expense consists primarily of compensation expense (excluding stock-based

compensation expense) and other employee-related costs that are not capitalized.

• Stock-based compensation expense consists principally of expense associated with awards of

restricted stock units (“RSUs”), performance-based RSUs, and market-based awards that is not

These expenses are not paid in cash.

1 unchanged sentence

• Credit Facility - The revolving credit facility under the credit agreement of MG Holdings II.

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

At December 31, 2024, there was $0.6 million outstanding in letters of credit and $499.4 million of availability under the Credit Facility.

• Term Loan - The term loan facility under the credit agreement of MG Holdings II.

At December 31, 2023, the Term Loan bore interest at a term secured overnight financing rate plus an applicable adjustment (“Adjusted Term SOFR”) plus 1.75% and the then applicable rate was 7.27%.

As of December 31, 2024, $425 million was outstanding under the Term Loan, which bore interest at 6.22%.

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

• 5.00% Senior Notes - MG Holdings II’s 5.00% Senior Notes due December 15, 2027, with interest payable each June 15 and December 15, which were issued on December 4, 2017.

At December 31, 2024, $450 million aggregate principal amount was outstanding.

• 4.625% Senior Notes - MG Holdings II’s 4.625% Senior Notes due June 1, 2028, with interest payable each June 1 and December 1, which were issued on May 19, 2020.

At December 31, 2024, $500 million aggregate principal amount was outstanding.

• 5.625% Senior Notes - MG Holdings II’s 5.625% Senior Notes due February 15, 2029, with interest payable each February 15 and August 15, which were issued on February 15, 2019.

At December 31, 2024, $350 million aggregate principal amount was outstanding.

• 4.125% Senior Notes - MG Holdings II’s 4.125% Senior Notes due August 1, 2030, with interest payable each February 1 and August 1, which were issued on February 11, 2020.

At December 31, 2024, $500 million aggregate principal amount was outstanding.

• 3.625% Senior Notes - MG Holdings II’s 3.625% Senior Notes due October 1, 2031, with interest payable each April 1 and October 1, which were issued on October 4, 2021.

At December 31, 2024, $500 million aggregate principal amount was outstanding.

• 2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes due June 15, 2026 issued by Match Group FinanceCo 2, Inc., a subsidiary of the Company, which are exchangeable into shares of the Company's common stock.

December 31, 2025 , there was $0.6 million outstanding in letters of credit and $499.4 million of

availability under the Credit Facility.

• Term Loan - The former term loan facility under the credit agreement of MG Holdings II.

December 31, 2024 , the Term Loan bore interest at a term secured overnight financing rate plus an

applicable adjustment (“Adjusted Term SOFR”) plus 1.75% and the then applicable rate was 6.22%.

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

• 5.00% Senior Notes - MG Holdings II’s 5.00% Senior Notes due December 15, 2027, with interest

payable each June 15 and December 15, which were issued on December 4, 2017.

At December 31,

2025 , $450 million aggregate principal amount was outstanding.

• 4.625% Senior Notes - MG Holdings II’s 4.625% Senior Notes due June 1, 2028, with interest payable

each June 1 and December 1, which were issued on May 19, 2020.

At December 31, 2025 , $500 million

aggregate principal amount was outstanding.

• 5.625% Senior Notes - MG Holdings II’s 5.625% Senior Notes due February 15, 2029, with interest

payable each February 15 and August 15, which were issued on February 15, 2019.

At December 31,

2025 , $350 million aggregate principal amount was outstanding.

• 4.125% Senior Notes - MG Holdings II’s 4.125% Senior Notes due August 1, 2030, with interest payable

each February 1 and August 1, which were issued on February 11, 2020.

At December 31, 2025 , $500

million aggregate principal amount was outstanding.

• 3.625% Senior Notes - MG Holdings II’s 3.625% Senior Notes due October 1, 2031, with interest

payable each April 1 and October 1, which were issued on October 4, 2021.

At December 31, 2025 ,

$500 million aggregate principal amount was outstanding.

• 6.125% Senior Notes - MG Holdings II’s 6.125% Senior Notes due September 15, 2033, with interest

payable each March 15 and September 15, commencing on March 15, 2026, which were issued on

August 20, 2025.

The proceeds from the issuance of these notes will be used to repay all of the

outstanding 2026 Exchangeable Notes at or prior to their maturity, and the remaining proceeds will be

used for general corporate purposes.

As of December 31, 2025 , $700 million aggregate principal

amount was outstanding.

• 2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes due June 15, 2026 issued by Match

Group FinanceCo 2, Inc., a subsidiary of the Company, which are exchangeable into shares of the

Company's common stock.

Interest is payable each June 15 and December 15.

At December 31, 2024, $575 million aggregate principal amount was outstanding.

• 2030 Exchangeable Notes - The 2.00% Exchangeable Senior Notes due January 15, 2030 issued by Match Group FinanceCo 3, Inc., a subsidiary of the Company, which are exchangeable into shares of the Company's common stock.

On September 8 and

November 13, 2025, we repurchased $76.4 million and $74.8 million of 2026 Exchangeable Notes,

respectively.

At December 31, 2025 , $424 million aggregate principal amount was outstanding and is

presented as a current liability.

• 2030 Exchangeable Notes - The 2.00% Exchangeable Senior Notes due January 15, 2030 issued by

Match Group FinanceCo 3, Inc., a subsidiary of the Company, which are exchangeable into shares of

the Company's common stock.

Interest is payable each January 15 and July 15.

At December 31, 2024, $575 million aggregate principal amount was outstanding.

At December 31, 2025 ,

$575 million aggregate principal amount was outstanding.

Non-GAAP financial measure:

• Adjusted Operating Income - is a Non-GAAP financial measure.

See “Non-GAAP Financial Measures” for the definition of Adjusted Operating Income and a reconciliation of operating income to Adjusted Operating Income.

• Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) - is a

Non-GAAP financial measure.

See “Non-GAAP Financial Measures” below for the definition of Adjusted

EBITDA and a reconciliation of net income attributable to Match Group, Inc.

to Adjusted EBITDA.

MANAGEMENT OVERVIEW

Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to help people make meaningful connections.

Our global portfolio of brands includes Tinder ® , Hinge ® , Match ® , Meetic ® , OkCupid ® , Pairs™, Plenty Of Fish ® , Azar ® , BLK®, and more, each built to increase our users’ likelihood of connecting with others.

Through our trusted brands, we provide tailored services to meet the varying preferences of our users.

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

Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to

help people make meaningful connections.

Our global portfolio of brands includes Tinder ® , Hinge ® , Match ® ,

Meetic ® , OkCupid ® , Pairs™, Plenty Of Fish ® , Azar ® , BLK®, and more, each built to increase our users’ likelihood of

connecting with others.

Through our trusted brands, we provide tailored services to meet the varying

preferences of our users.

We manage our portfolio of brands in four business units:

Tinder, Hinge, Evergreen and Emerging, and Match Group Asia.

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

Tinder, Hinge, Evergreen and Emerging, and

Match Group Asia.

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

and its subsidiaries, unless the context indicates otherwise.

Sources of Revenue

All of our services provide the use of certain features for free as well as a variety of additional features through a subscription or, for certain features, on a pay-per-use, or à la carte, basis.

Our revenue is primarily derived directly from users in the form of recurring subscription fees and à la carte purchases.

All of our services provide the use of certain features for free as well as a variety of additional features

through a subscription or, for certain features, on a pay-per-use, or à la carte, basis.

Our revenue is primarily

derived directly from users in the form of recurring subscription fees and à la carte purchases.

Subscription revenue is presented net of credits and credit card chargebacks.

Payers who purchase subscriptions or à la carte features pay in advance, primarily by using a credit card or through mobile app stores, and, subject to certain conditions identified in our terms and conditions, all purchases are final and nonrefundable.

Fees collected, or contractually due, in advance for subscriptions are deferred and recognized as revenue using the straight-line method over the term of the applicable subscription period, which primarily ranges from one week to six months, and corresponding in-app purchase fees incurred on such transactions, if any, are deferred and expensed over the same period.

Revenue from the purchase of à la carte features is recognized based on usage.

We also earn revenue from online advertising, which is recognized each time an ad is displayed.

Payers who purchase

subscriptions or à la carte features pay in advance, primarily by using a credit card or through mobile app stores,

and, subject to certain conditions identified in our terms and conditions, all purchases are final and

nonrefundable.

Fees collected, or contractually due, in advance for subscriptions are deferred and recognized as

revenue using the straight-line method over the term of the applicable subscription period, which primarily

ranges from one week to six months, and corresponding in-app purchase fees incurred on such transactions, if

any, are deferred and expensed over the same period.

Revenue from the purchase of à la carte features is

recognized based on usage.

We also earn revenue from online advertising, which is recognized each time an ad

is displayed.

Trends affecting our business

Each brand in our portfolio has the goal of using technology to help people make meaningful connections.

While the goal is the same for each brand, the means to achieve that goal can be differentiated by how a specific brand targets their primary demographic.

With users of our apps often utilizing multiple apps, our brands can often have overlap on targeted users.

The overall trends affecting all brands within our portfolio, include the following:

Increase in acceptance and growth of technologies to meet people globally.

Over the past decade, there has been meaningful growth in the use of technologies to meet people in North America and Western Europe, and we see the potential for similar growth in the rest of the world in the years ahead.

As more internet-connected people seeking connections utilize technologies to meet people, we believe there remains potential for accelerating growth in the use of these technologies in certain global markets where adoption lags more developed countries.

As a result, new services, entrants to the market, and business models are likely to continue to emerge, sometimes at the expense of our existing brands, by harnessing a new technology, such as generative artificial intelligence (“AI”) or a new or existing distribution channel, creating a new or different approach to connecting people, or some other means.

While the goal is the same for each brand, the means to achieve that goal can be differentiated by how a specific

brand targets their primary user demographic.

With users of our apps often utilizing multiple apps, our brands

can often have overlapping target users.

The overall trends affecting all brands within our portfolio, include the

In-App Purchase Fees.

Purchases made by our customers through mobile applications, as opposed to desktop or mobile web, continue to increase, and 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, which started in the second quarter of 2024 and will continue through the first quarter of 2027, 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 incurred or expect to incur 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 in the U.S.

market as a result of this change.

Purchases made by our users through mobile applications, as opposed to desktop or

mobile web, continue to increase, and are generally processed through the in-app payment systems provided by

Apple and Google, notwithstanding the availability of alternative payment options in certain circumstances.

Where users make in-app purchases using Apple’s or Google’s payment systems, we are required to pay Apple

and Google, as applicable, a meaningful share (for subscribers, generally up to 30% on iOS and 15% on Android)

of the revenue we receive from these transactions.

Where payments on Android and iOS devices are processed

through alternative payment systems, we are also generally required to pay Apple and Google a meaningful

share of those transactions;

however, Apple does not currently impose such fees for alternative payments on iOS

in the United States.

In 2024, we entered into a partnership with Google through Q1 2027 that provides value

exchange across our broader relationship.

We expect this partnership to help offset additional costs that some

of our brands have incurred, or may incur, in connection with implementing Google’s User Choice Billing system,

which allows developers to offer an alternative billing option alongside Google Play’s billing system.

In the European Union, 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.”

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.

In total, these developments, including the Google partnership, our increased ability to offer alternative

payment options in certain circumstances, and the current inability of Apple to impose fees on transactions

processed through alternative payment systems in the U.S., led to savings in in-app purchase fees in 2025

compared to 2024.

We expect to realize significant in-app purchase fee savings in 2026 compared to 2025 for

the same and similar reasons absent further developments with the Apple and Google app store fee structures.

Implementing new technologies that enhance our user experience.

We expect new technologies, including those utilizing generative AI, will be needed to continue to drive user engagement.

As new technologies develop, we evaluate whether those technologies can be incorporated into our apps to enhance the user experience.

In particular, we are working to further integrate AI technologies into our services, such as the recent launch of several AI integration initiatives, including 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.

These integrations, and others that may be launched in the future, may become important to our operations over time.

The rapid evolution of AI will require the dedication of significant resources to develop, test, and maintain these technologies.

We expect other technologies to evolve and be tested in our services and incorporated into our apps in the future.

In addition to the trends affecting our overall portfolio, some of our individual brands are affected by certain other trends, including the following:

When Tinder was first developed, the smart phone provided a unique way of offering connections that traditional desktop-based services did not offer.

Tinder was able to capitalize on the rise in the use of smart phones and with its younger audience was able to achieve considerable scale through word-of-mouth and viral moments on social media without the need to supplement with significant marketing.

As the availability of services catering to human connections has increased, we have begun to supplement Tinder’s viral growth with marketing to build out Tinder’s brand narrative and grow the size of its user base, which has resulted in an increase in selling and marketing expenses at Tinder.

In the past two years, Tinder has experienced a decline in user growth, with plans to return to growth through product initiatives that focus on the female experience and younger users.

Hinge has developed a strong user base in English speaking markets and began expanding into European markets in the latter half of 2022.

Its strong user growth in English speaking and other European markets has helped to contribute to a high level of revenue growth.

As Hinge continues to expand its footprint globally, we intend to continue to focus on adding new features to its service to continue to drive user satisfaction for its target audience of intentioned daters, and to drive additional opportunities for monetization.

In the near term, we expect to continue to make investments in the business to support Hinge’s growth, including investments in product development as well as marketing.

We expect new technologies will be

utilized to continue to drive user engagement.

As new technologies develop, we evaluate whether those

technologies can be incorporated into our apps to enhance the user experience.

In particular, we are working to

further integrate AI technologies into our services through a variety of features to improve user relevance and

We also recently launched Face Check, a facial verification feature that helps confirm users are real

and match their profile photos, at Tinder.

We plan to launch Face Check and other user verification technology

at other brands in the future, including Hinge.

Significant resources are required to develop, test, and maintain

these technologies and we expect other technologies to evolve and be tested in our services and incorporated

into our apps in the future.

In addition to the trends affecting our overall portfolio, some of our individual brands are affected by

certain other trends, including the following:

Over the past several years, Tinder has experienced a decline in user growth and recently shifted its

strategy to focus on improving user outcomes with multiple product changes and further investments in user

trust and safety that are intended to return Tinder to user growth.

Tinder expects revenue to decrease in 2026 at

a similar rate to the decrease in 2025, as these features and investments are tested and implemented.

Hinge has a strong user base in English speaking markets and has expanded into additional

European markets in recent years as well as Central and South America in 2025.

Further geographic expansion in

South America is expected in 2026, along with expansion into India.

Hinge intends to continue to focus on adding

new features to its service to continue to drive user satisfaction for its target audience of intentioned daters.

the near term, we expect to continue to make investments in the business to support Hinge’s growth, including

investments in product development as well as marketing.

Evergreen & Emerging.

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

Revenues from the Evergreen brands have declined in recent years, while Emerging brands are in the early stages of growth and in many cases are relying on marketing to increase the size of their user base.

We are in the middle of our multi-year process of consolidating technology platforms across various Evergreen and Emerging brands to enable faster new feature releases and to reduce the cost to maintain those platforms.

Our Azar app, which provides one to one video chat, has a strong presence in the Middle East, growth in Europe, and expanded into the U.S.

Our collections of brands within E&E include well-known pioneers in online

relationships (which we refer to as Evergreen brands) and newer brands which target specific demographics

(which we refer to as Emerging brands).

Revenues from the Evergreen brands have declined in recent years,

while Emerging brands have experienced growth and in many cases are relying on marketing to increase the size

of their user base.

We expect revenue from the Emerging Brands will decline as we pivot the product experience

away from a Swipe-based interface for our affinity-based brands suck as BLK and Chispa.

We are near the end of

our multi-year process of consolidating technology platforms across various Evergreen and Emerging brands to

enable faster new feature releases and to reduce the cost to maintain those platforms.

Our Azar app, which provides one-to-one video chat, has a market presence primarily in the

Middle East and Europe.

Azar leverages AI capabilities to drive user growth and monetization globally.

Our Pairs brand is a leader in dating in Japan.

Pairs began advertising on television in 2024.

We expect the advertising to continue to increase Pairs’ brand recognition while we work to grow users through various product initiatives and by partnering with local governments to improve declining marriage rates in the country.

Pairs also has plans to expand into other Asian countries in 2025.

brand is a leader in dating in Japan with a focus on marriage as an outcome.

On February 22, 2026, Apple removed the Azar app from the Apple App Store.

The removal follows Apple’s

February 6 update to its App Review Guideline 1.2 regarding user-generated content, which was revised to

prohibit random or anonymous chat apps.

As a result of Apple’s removal, which occurred after extensive

engagement with Apple, the Azar app is no longer available for download from the Apple App Store.

Apple informed us that existing users who previously downloaded the app from the Apple App Store

remain able to access and use the app, including the ability to execute purchases and renewals.

available for download via Google Play and users can access the service through the desktop and mobile web

versions of Azar in available markets.

The Company is evaluating all options with regards to Azar’s future

operation, including, working with Apple to understand if modifications could result in reinstatement to the

Apple App Store, or other potential changes to the service;

however, we expect a negative impact to Azar’s

revenue, operating income, and Adjusted EBITDA in 2026, particularly if reinstatement is not successful or if we

are required to make changes to the app that do not monetize as effectively.

For the year ended December 31,

2025, Azar Direct Revenue was $155.8 million, of which 76% was through Apple’s App Store.

On February 3,

2026, we announced our expectations for the year ending December 31, 2026 that MG Asia Direct Revenue

would decline year-over-year in the high-single-digits on a percentage basis and MG Asia Adjusted EBITDA

margin would be in the low-to-mid 20%s.

At that time, we expected, for the year ending December 31, 2026,

that Azar Direct Revenue would decline at a similar rate to MG Asia and Azar Adjusted EBITDA margin would be

slightly below MG Asia.

The foregoing expectations were as of February 3, 2026, speak only as of that date, and

have not been updated.

The ultimate impact to MG Asia’s and Azar’s 2026 Direct Revenue and Adjusted EBITDA

will depend on a variety of unknown factors, including the outcome of our evaluation of options regarding Azar

and its future operation, and other risks and uncertainties, including those set forth in “Risk Factors” in Item 1A

Other trends or factors affecting the comparability of our results

Cost of Acquisition.

Our cost of acquisition has consistently been one of our larger operating expenses.

How we deploy our advertising spend varies among brands, with the majority of our advertising spend taking place online, including social media sites, streaming services, search engines, and influencers.

Additionally, some brands utilize offline and out-of-home marketing campaigns, such as on television and outdoor billboards.

For established brands, we seek to optimize for total return on advertising spend by frequently analyzing and adjusting spend to focus on marketing channels and markets that generate returns above our thresholds.

Our data-driven approach provides us the flexibility to scale and optimize our advertising spend.

We spend advertising dollars against an expected lifetime value of a Payer that is realized over a multi-year period.

While this advertising spend is intended to be profitable on that basis, it is nearly always negative during the period in which the expense is incurred.

For newer brands that are gaining scale, or existing brands that are expanding into new geographies, we may make incremental advertising investments to establish the brand before optimizing monetization of the brand.

Our advertising spend may be incurred unevenly throughout the year.

The cost of acquiring new users has consistently been one of our larger operating

How we deploy our advertising spend varies among brands, with the majority of our advertising spend

taking place online, including social media sites, streaming services, search engines, and influencers.

Additionally, some brands utilize offline and out-of-home marketing campaigns, such as on television and

outdoor billboards.

For established brands, we seek to optimize for total return on advertising spend by

frequently analyzing and adjusting spend to focus on marketing channels and markets that generate returns

above our thresholds.

Our data-driven approach provides us the flexibility to scale and optimize our advertising

We spend advertising dollars against an expected lifetime value of a Payer that is realized over a multi-

While this advertising spend is intended to be profitable on that basis, it is nearly always negative

during the period in which the expense is incurred.

For newer brands that are gaining scale, or existing brands

that are expanding into new geographies, we may make incremental advertising investments to establish the

brand before optimizing monetization of the brand.

Our advertising spend may be incurred unevenly throughout

International markets.

Our services are available across the world.

Our international revenue represented 54% of our total revenue for both years ended December 31, 2024 and 2023.

We vary our pricing to align with local market conditions and our international businesses typically earn revenue in local currencies.

As foreign currency exchange rates fluctuate, translation of the statement of operations of our international businesses into U.S.

Our international revenue represented

56% and 54% of our total revenue for the years ended December 31, 2025 and 2024 , respectively.

pricing to align with local market conditions and our international businesses typically earn revenue in local

As foreign currency exchange rates fluctuate, translation of the statement of operations of our

international businesses into U.S.

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

2024 Consolidated Results

In 2024, total revenue grew 3%, operating income decreased 10%, and Adjusted Operating Income was flat year-over-year.

Revenue growth was primarily due to growth at Hinge, and to a lesser extent Tinder, offset by declines at E&E and MG Asia.

Operating income and Adjusted Operating Income were positively affected by the increase in revenue.

Operating income declined due to increases in non-cash compensation, impairments of certain intangible assets, and depreciation.

Results of Operations for the years ended December 31, 2025 , 2024 and 2023

The following discussion should be read in conjunction with “Item 8.

Consolidated Financial Statements and Supplementary Data.”

Consolidated Financial Statements

and Supplementary Data.” The following discussion is regarding our financial condition and results of operations

for the year ended December 31, 2025 compared to the year ended December 31, 2024.

For a discussion

regarding our financial condition and results of operations for the year ended December 31, 2024 compared to

the year ended December 31, 2023, please refer to Part II, Item 7, “Management’s Discussion and Analysis of

Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended

December 31, 2024, filed with the SEC on February 27, 2025.

Years Ended December 31,

2024 Change % Change 2023 Change % Change 2022

(Amounts in thousands, except RPP)

Direct Revenue

Tinder $ 1,940,619 $ 22,990 1% $ 1,917,629 $ 123,162 7% $ 1,794,467

Hinge 550,435 153,950 39% 396,485 112,817 40% 283,668

Evergreen & Emerging

MG Asia 283,936 (18,655) (6)% 302,591 (19,123) (6)% 321,714

Total Direct Revenue

1 unchanged sentence

Total Revenue

$ 3,479,373 $ 114,869 3% $ 3,364,504 $ 175,661 6% $ 3,188,843

Tinder 9,696 (679) (7)% 10,375 (502) (5)% 10,877

Hinge 1,532 290 23% 1,242 262 27% 980

Evergreen & Emerging

MG Asia 1,004 85 9% 919 (73) (7)% 992

Total 14,898 (704) (5)% 15,602 (734) (4)% 16,336

(Change calculated using non-rounded numbers)

Tinder $ 16.68 $ 1.28 8% $ 15.40 $ 1.65 12% $ 13.75

Hinge $ 29.94 $ 3.33 13% $ 26.61 $ 2.50 10% $ 24.11

Evergreen & Emerging

MG Asia $ 23.56 $ (3.94) (14)% $ 27.50 $ 0.46 2% $ 27.04

Total $ 19.12 $ 1.45 8% $ 17.67 $ 1.70 11% $ 15.97

For the year ended December 31, 2024 compared to the year ended December 31, 2023

Tinder Direct Revenue grew $23.0 million, or 1%, in 2024 versus 2023.

Revenue growth was negatively impacted by the strength of the U.S.

dollar compared to the Argentine Peso, Turkish Lira, and Japanese Yen, primarily.

On a consistent foreign exchange rate basis, the growth was $68.6 million or 4%.

Increased Direct Revenue was driven by an increase in RPP of 8% due to subscription pricing optimization, partially offset by decreases in á la carte revenue.

The increase in RPP was partially offset by a 7% decrease in Payers.

Hinge Direct Revenue grew $154.0 million, or 39%, in 2024 versus 2023.

Tinder Direct Revenue declined $77.7 million , or 4% .

The decrease in Direct Revenue was driven by a 7%

decrease in Payers, partially offset by an increase in RPP of 3% .

On a consistent foreign exchange rate basis, the

decline in revenue was $92.5 million , or 5% , in 2025 compared to 2024.

Hinge Direct Revenue grew $140.4 million , or 26% .

Revenue growth was driven by both growth in the U.S.

market as well as continued expansion efforts in certain European markets.

Payers increased 23% compared to 2023.

Additionally, RPP increased 13% over 2023 primarily due to pricing optimizations and increased spend on á la carte features.

E&E Direct Revenue declined 7% in 2024 versus 2023.

Within E&E, Evergreen brands declined 12%, while Emerging brands grew 17%.

The overall decline at E&E was driven by a decline in Payers of 13% compared to 2023, partially offset by increased RPP of 7%.

Our decision to terminate certain live streaming services in the second half of 2024 also contributed to the revenue decline compared to 2023.

MG Asia Direct Revenue declined $18.7 million, or 6%, in 2024 versus 2023.

Excluding revenue from Hakuna, which was shut down in the third quarter of 2024, MG Asia revenue declined $7.7 million or 3%.

Revenue growth was also negatively impacted by the strength of the U.S.

dollar compared to the Turkish Lira and Japanese Yen, primarily.

On a consistent foreign exchange basis, Direct Revenue grew $7.5 million, or 2%, year-over-year as a result of Payer growth at Azar partially offset by modest Payer declines at Pairs.

Indirect Revenue increased $5.0 million primarily due to higher ad impressions as well as higher rates per ad impression compared to 2023.

For the year ended December 31, 2023 compared to the year ended December 31, 2022

Tinder Direct Revenue grew 7% in 2023 versus 2022, driven by growth in RPP due to pricing optimizations in the U.S.

market and new weekly subscription offerings, partially offset by a decrease in Payers partially attributable to the pricing optimizations.

Hinge Direct Revenue grew 40% in 2023 versus 2022, driven by 27% growth in Payers and 10% growth in RPP.

The Payer growth at Hinge was across geographies, but in particular in the Americas and Europe, which was a focus of international expansion in 2023 for Hinge.

RPP increased as a result of pricing optimizations in the U.S.

E&E Direct Revenue declined 5% in 2023 versus 2022, as we continued to moderate marketing spend at our Evergreen brands.

The decline at our Evergreen brands was partially offset by growth at our Emerging brands.

MG Asia Direct Revenue declined 6% in 2023 versus 2022, driven by declines at Hakuna and Pairs, partially offset by growth at Azar.

Indirect Revenue decreased $2.2 million primarily due to a lower rate per ad impression compared to the prior year, partially offset by higher ad impressions.

and other English-speaking markets as well as continued expansion efforts in certain European markets.

increased 18% and RPP increased 7% .

E&E Direct Revenue declined $49.2 million , or 8% , driven by a decline in Payers of 14% , partially offset by

increased RPP of 8% , which was positively impacted by the weakening of the U.S.

dollar compared to the Euro.

Our decision to terminate certain live streaming services in the second half of 2024 also partially contributed to

the revenue decline.

MG Asia Direct Revenue declined $16.6 million , or 6% .

Excluding revenue from Hakuna, which was shut

down in the third quarter of 2024, MG Asia revenue would have declined $0.3 million.

The decline in r evenue

was also negatively impacted by the strength of the U.S.

dollar compared to the Turkish Lira.

Indirect Revenue increased $10.9 million , primarily due to higher ad impressions compared to 2024 and an

increase in direct advertising activity.

Cost of revenue (exclusive of depreciation)

Years Ended December 31,

2024 $ Change % Change 2023 $ Change % Change 2022

(Dollars in thousands)

1 unchanged sentence

Percentage of revenue

For the year ended December 31, 2024 compared to the year ended December 31, 2023

Cost of revenue increased 4% primarily due to an increase in in-app purchase fees of $49.9 million primarily at Hinge as revenue increased and as a result of escrow payments returned in the prior year associated with the Google litigation, which are included in Corporate and Unallocated costs.

The increase in in-app purchase fees was partially offset by a decrease in Variable Expenses of $13.9 million primarily at E&E and MG Asia as a result of the termination of certain of our live streaming services and the Hakuna app in 2024.

Total in-app purchase fees were $696.6 million in 2024.

For the year ended December 31, 2023 compared to the year ended December 31, 2022

Cost of revenue decreased 1% primarily due to a decrease in Variable Expenses of $20.9 million, primarily related to costs associated with our live streaming services within MG Asia, and a decrease in employee compensation expense of $6.4 million, primarily within Corporate and Unallocated costs and Tinder.

The decreases in Variable Expenses and employee compensation expense were partially offset by an increase in in-app purchase fees of $24.2 million, primarily at Tinder and Hinge, partially offset by the benefit from the escrow payments returned in 2023 associated with the Google litigation, which are included in Corporate and Unallocated costs.

Total in-app purchase fees were $646.7 million and $622.5 million in 2023 and 2022, respectively.

Cost of revenue decreased 4% , primarily due to a decrease in Variable Expenses of $22.4 million

predominately at E&E and MG Asia as a result of the termination of certain of our live streaming services and the

shutdown of the Hakuna app in the second half of 2024.

Total in-app purchase fees were $687.1 million and

$696.6 million in 2025 and 2024, respectively.

Selling and marketing expense

Years Ended December 31,

2024 $ Change % Change 2023 $ Change % Change 2022

(Dollars in thousands)

Selling and marketing expense

$ 622,100 $ 35,838 6% $ 586,262 $ 51,745 10% $ 534,517

Selling and marketing

Percentage of revenue

For the year ended December 31, 2024 compared to the year ended December 31, 2023

Selling and marketing expense increased primarily due to higher cost of acquisition expense of $27.2 million primarily at Hinge and Tinder, partially offset by decreases at E&E and MG Asia.

For the year ended December 31, 2023 compared to the year ended December 31, 2022

Selling and marketing expense increased primarily due to higher cost of acquisition expense of $44.7 million primarily at Tinder and Hinge, partially offset by decreases at E&E and MG Asia.

Selling and marketing expense was essentially flat for the year, up $3.4 million.

General and administrative expense

Years Ended December 31,

2024 $ Change % Change 2023 $ Change % Change 2022

(Dollars in thousands)

General and administrative expense

$ 438,839 $ 25,230 6% $ 413,609 $ (22,259) (5)% $ 435,868

General and administrative

Percentage of revenue

For the year ended December 31, 2024 compared to the year ended December 31, 2023

General and administrative expense increased primarily due to an increase in digital sales taxes of $11.1 million, the majority of which relates to Canada’s implementation of a digital sales tax in June 2024 retroactive to 2022.

Additionally, employee compensation expense increased $8.3 million and stock-based compensation expense increased $5.0 million across all segments and within Corporate and Unallocated costs.

For the year ended December 31, 2023 compared to the year ended December 31, 2022

General and administrative expense declined primarily due to a decrease in legal and other professional fees of $25.5 million within Corporate and Unallocated costs and a decrease in stock-based compensation expense of $7.6 million due to forfeitures of equity awards and modification of certain stock-based awards in the prior year, partially offset by an increase in employee compensation expense of $15.7 million, primarily within Corporate and Unallocated costs.

General and administrative expense increased primarily due to (i) a legal settlement at Tinder in the

amount of $60.5 million, (ii) a settlement with the FTC in the amount of $14.0 million related to certain E&E

applications, and (iii) an increase in severance expense of $9.9 million primarily within Corporate and

Unallocated Costs and E&E.

Partially offsetting these increases was (i) a decrease in non-cash compensation of

$13.2 million primarily within E&E related to updated projections for certain performance awards and

headcount reductions and (ii) a gain of $8.3 million on the sale of one of our two buildings in Los Angeles.

Product development expense

Years Ended December 31,

2024 $ Change % Change 2023 $ Change % Change 2022

(Dollars in thousands)

Product development expense

$ 442,175 $ 57,990 15% $ 384,185 $ 50,546 15% $ 333,639

Product development

Percentage of revenue

For the year ended December 31, 2024 compared to the year ended December 31, 2023

Product development expense increased primarily due to increases in employee compensation expense of $24.5 million and stock-based compensation expense of $26.3 million, both due to increased headcount at Hinge and Tinder, partially offset by a decrease at E&E.

For the year ended December 31, 2023 compared to the year ended December 31, 2022

Product development expense increased primarily due to increases in employee compensation expense of $18.3 million and stock-based compensation expense of $33.7 million, both due to increased headcount at both Hinge and Tinder.

Product development expense increased primarily due to increased software expense and stock-based

compensation expense, partially offset by a decrease in employee compensation expense.

Years Ended December 31,

2024 $ Change % Change 2023 $ Change % Change 2022

(Dollars in thousands)

Depreciation $ 87,499 $ 25,692 42% $ 61,807 $ 18,213 42% $ 43,594

Percentage of revenue

For the year ended December 31, 2024 compared to the year ended December 31, 2023

Depreciation was higher in 2024 as compared to 2023 primarily due to internally developed software at Tinder, MG Asia, and E&E.

For the year ended December 31, 2023 compared to the year ended December 31, 2022

Depreciation was higher in 2023 as compared to 2022 primarily due to an increase in internally developed software placed in service at Tinder and MG Asia.

Depreciation was lower primarily due to (i) a decrease in internally developed software depreciation at

Tinder as certain assets became fully depreciated in 2025 and (ii) the write off of internally developed software

associated with our live streaming services in 2024.

These decreases were partially offset by increases in

internally developed software at E&E.

Impairments and amortization of intangibles

Years Ended December 31,

2024 $ Change % Change 2023 $ Change % Change 2022

(Dollars in thousands)

Impairments and amortization of intangibles $ 74,175 $ 26,444 55% $ 47,731 $ (318,526) (87)% $ 366,257

Impairments and

amortization of

Percentage of revenue

For the year ended December 31, 2024 compared to the year ended December 31, 2023

Impairments and amortization of intangibles increased primarily due to impairments of intangible assets of $30.6 million at E&E and MG Asia as a result of the termination of certain of our live streaming services and our Hakuna app in 2024.

For the year ended December 31, 2023 compared to the year ended December 31, 2022

Impairments and amortization of intangibles decreased primarily due to impairments of both indefinite-lived intangible assets and definite-lived intangible assets in the prior period primarily at MG Asia.

Operating Income and Adjusted Operating Income

Impairments and amortization of intangibles decreased primarily due to impairments of intangible assets

at E&E and MG Asia in the prior year as a result of the termination of certain of our live streaming services and

the Hakuna app in 2024.

Net Income, Operating Income, and Adjusted EBITDA

Years Ended December 31,

2024 $ Change % Change 2023 $ Change % Change 2022

(Dollars in thousands)

Net income attributable to

Match Group, Inc.

Operating income (loss)

Tinder $ 889,222 $ (66,297) (7)% $ 955,519 $ (951) —% $ 956,470

Hinge 121,482 47,221 64% 74,261 (4,462) (6)% 78,723

Evergreen & Emerging

MG Asia (32,345) (23,670) 273% (8,675) 303,352 (97)% (312,027)

Corporate and unallocated costs (221,135) (34,466) 18% (186,669) 57,371 (24)% (244,040)

Corporate and unallocated

Operating income

Adjusted Operating Income (Loss):

Tinder $ 1,017,023 $ (32,337) (3)% $ 1,049,360 $ 21,477 2% $ 1,027,883

Hinge 166,478 58,832 55% 107,646 16,498 18% 91,148

Adjusted EBITDA

Evergreen & Emerging

MG Asia 60,806 (984) (2)% 61,790 27,358 79% 34,432

Corporate and unallocated costs (162,358) (38,299) 31% (124,059) 60,385 (33)% (184,444)

Adjusted Operating Income $ 1,252,367 $ (6,166) —% $ 1,258,533 $ 129,797 11% $ 1,128,736

For a reconciliation of operating income to Adjusted Operating Income, see “Non-GAAP Financial Measures.”

For the year ended December 31, 2024 compared to the year ended December 31, 2023

Operating income decreased 10% or $93.6 million, and Adjusted Operating Income was relatively flat compared to 2023.

Operating income and Adjusted Operated Income each benefited from the increase in revenue of $114.9 million, which was driven by growth at Hinge, offset by increased (i) cost of revenue, primarily due to increased in-app purchase fees as revenue at Hinge increased and as a result of returned escrow payments associated with the Google litigation in the prior year, (ii) selling and marketing expense, primarily due to increased cost of acquisition expense, (iii) general and administrative expense, primarily due to increased digital sales taxes, and (iv) product development expense, primarily due to increased employee compensation expense.

Operating income was further impacted by increased (i) stock-based compensation expense of $35.3 million, primarily due to increased headcount within product development at Tinder and Hinge, (ii) impairments and amortization of intangible assets of $26.4 million, primarily related to impairments at MG Asia and E&E in 2024, and (iii) depreciation of $25.7 million, primarily related to internally developed software at Tinder, MG Asia, and E&E.

For the year ended December 31, 2023 compared to the year ended December 31, 2022

Operating income increased 78% or $401.9 million, and Adjusted Operating Income increased 11% or $129.8 million.

Operating income and Adjusted Operated Income each benefited from the increase in revenue of $175.7 million which was driven by growth at Tinder and Hinge, and lower general and administrative expense primarily related to decreases in legal and other professional fees.

That benefit was partially offset by increases in selling and marketing spend and an increase in product development expense primarily due to increased compensation expense.

Operating income further benefited from decreases in impairments of intangible assets of $316.1 million, partially offset by increased stock-based compensation expense primarily due to new stock-based awards granted during the year.

At December 31, 2024, there was $359.8 million of unrecognized compensation cost, net of estimated forfeitures, related to all stock-based awards, which is expected to be recognized over a weighted average period of approximately 1.8 years.

Corporate and unallocated

Adjusted EBITDA

______________________

NM = Not meaningful

For a reconciliation of operating income to Adjusted EBITDA for each reportable segment, see “Non-GAAP

Financial Measures.”

• Tinder’s operating income was $832.6 million , down 6% , and Adjusted EBITDA was $941.4 million , down

7% , primarily due to costs associated with a legal settlement and the decrease in revenue, partially

offset by a reduction of in-app purchase fees.

Operating income further benefited from lower

depreciation expense as certain internally developed software assets became fully depreciated during

• Hinge’s operating income was $166.3 million , an increase of 37% , and Adjusted EBITDA was $226.5

million , an increase of 36% , primarily due to continued revenue growth.

Expense grew at a slower rate

than revenue, leading to expanding margins.

• E&E’s operating income was $63.3 million , down 4% , and Adjusted EBITDA was $140.4 million , down

18% , primarily due to continued decreases in revenue, partially offset by a decrease in Variable

Expenses as a result of the termination of certain of our live streaming services in the second half of

Operating income was also favorably impacted by the decrease in impairments and amortization

of intangible assets as discussed above and decreases in stock-based compensation expense associated

with reductions in headcount and updates for certain performance award projections.

• MG Asia’s operating income was $6.3 million , a $38.6 million improvement over the prior year

operating loss, and Adjusted EBITDA was $66.4 million , up 9% .

The change in operating income (loss) is

primarily due to the impairments and amortization of intangible assets in 2024 related to the shutdown

of the Hakuna app in the second half of the year.

At December 31, 2025 , there was $305.2 million of unrecognized compensation cost, net of estimated

forfeitures, related to all stock-based awards, which is expected to be recognized over a weighted average

period of approximately 1.9 years .

Interest expense

Years Ended December 31,

2024 $ Change % Change 2023 $ Change % Change 2022

(Dollars in thousands)

Interest expense

$ 160,071 $ 184 —% $ 159,887 $ 14,340 10% $ 145,547

For the year ended December 31, 2024 compared to the year ended December 31, 2023

Interest expense remained relatively flat as compared to the prior year.

For the year ended December 31, 2023 compared to the year ended December 31, 2022

Interest expense increased primarily due to a higher interest rate on the Term Loan in 2023 as compared to the prior year.

Interest expense decreased primarily due to the decrease in the outstanding balance of the Term Loan,

which was repaid in full in January 2025, partially offset by the issuance of the 6.125% Senior Notes in August

Other income, net

Years Ended December 31,

2024 $ Change % Change 2023 $ Change % Change 2022

(Dollars in thousands)

1 unchanged sentence

Foreign currency losses

Other 289 (630) (69)% 919 (4,718) (84)% 5,637

Other income, net

______________________

NM = Not Meaningful

Income tax provision

Years Ended December 31,

2024 $ Change % Change 2023 $ Change % Change 2022

(Dollars in thousands)

Income tax provision

$ 152,743 $ 27,434 22% $ 125,309 $ 109,948 NM $ 15,361

Effective income tax rate

______________________

NM = Not Meaningful

For discussion of income taxes, see “Note 3—Income Taxes” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.”

For the year ended December 31, 2024, the Company recorded an income tax provision from continuing operations of $152.7 million at an effective tax rate of 22%, which is higher than the statutory rate primarily due to state income taxes and nondeductible stock-based compensation, partially offset by a lower tax rate on U.S.

For discussion of income taxes, see “ Note 3—Income Taxes ” to the consolidated financial statements

included in “Item 8—Consolidated Financial Statements and Supplementary Data.”

For the year ended December 31, 2025 , the Company recorded an income tax provision of $132.5 million

at an effective tax rate of 18% , which is lower than the statutory rate primarily due to a lower rate on U.S.

income derived from foreign sources and research credits.

For the year ended December 31, 2023, the Company recorded an income tax provision from continuing operations of $125.3 million at an effective tax rate of 16%, which is lower than the statutory rate primarily due to (i) a release of a valuation allowance associated with U.S.

foreign tax credits that we now expect to utilize, (ii) a lower tax rate on U.S.

income derived from foreign sources, and (iii) the generation of federal and state research credits.

These benefits were partially offset by state income taxes and nondeductible stock-based compensation.

For the year ended December 31, 2022, the Company recorded an income tax provision from continuing operations of $15.4 million at an effective tax rate of 4%, which is lower than the statutory rate primarily due to (i) excess tax benefits generated by the exercise and vesting of stock-based awards, (ii) a release of a valuation allowance on certain foreign deferred tax assets that we expect to utilize, (iii) favorable outcomes of tax audits and (iv) a lower tax rate on U.S.

income derived from foreign sources.

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

A number of countries have enacted or are actively drafting legislation to implement the Organization for Economic Cooperation and Development's ("OECD") international tax framework, including the Pillar II minimum tax regime.

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

The Company is continuing to monitor future developments.

For the year ended December 31, 2024 , the Company recorded an income tax provision of $152.7 million

at an effective tax rate of 22% , which is higher than the statutory rate primarily due to state income taxes and

nondeductible stock-based compensation, partially offset by a lower tax rate on U.S.

income derived from

foreign sources and research credits.

On July 4, 2025, the U.S.

government enacted the One Big Beautiful Bill Act (“the Act”).

The Act provides

changes to U.S.

federal tax law, including current expensing of U.S.

research expenditures, immediate expensing

of eligible capital expenditures, modifications to the limitation of business interest expense, and changes to

other tax provisions in 2025 and later years.

The provisions of the Act resulted in a reduction of 2025 cash tax

payments, and we expect a reduction in the cash tax payments for 2026 as well.

Additionally, the 2025 effective

tax rate was negatively affected by the passage of the Act, primarily due to a lower deduction for U.S.

derived from foreign sources as a result of the current expensing of U.S.

research expenditures.

We continue to

monitor interpretive guidance related to the Act.

The impacts of the legislation are reflected in the consolidated

financial statements as of and for the year ended December 31, 2025.

A number of countries have enacted or are actively drafting legislation to implement the Organization for

Economic Cooperation and Development's ("OECD") international tax framework, including the Pillar II minimum

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

impact to the income tax provision.

The Company is continuing to monitor future developments, including the

newly-introduced side-by-side safe harbor, which would exclude U.S.-parented multinational enterprises from

the scope of certain Pillar II taxes.

NON-GAAP FINANCIAL MEASURES

Match Group reports Adjusted Operating Income and Revenue excluding foreign exchange effects, both of which are supplemental measures to U.S.

Match Group reports Adjusted EBITDA and Revenue excluding foreign exchange effects, both of which are

supplemental measures to U.S.

generally accepted accounting principles (“GAAP”).

Adjusted Operating Income is among the primary metrics by which we evaluate the performance of our business, on which our internal budget is based, and by which management is compensated.

Revenue excluding foreign exchange effects provides a comparable framework for assessing how our business performed without the effect of exchange rate differences when compared to prior periods.

We believe that investors should have access to the same set of tools that we use in analyzing our results.

These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.

Match Group endeavors to compensate for the limitations of the non-GAAP measures presented by providing the comparable GAAP measures with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measures.

We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures, which we discuss below.

Adjusted Operating Income

Adjusted Operating Income is defined as operating income excluding:

(1) stock-based compensation expense;

Adjusted EBITDA is among

the primary metrics by which we evaluate the performance of our business, on which our internal budget is

based, and by which management is compensated.

Revenue excluding foreign exchange effects provides a

comparable framework for assessing how our business performed without the effect of exchange rate

differences when compared to prior periods.

We believe that investors should have access to the same set of

tools that we use in analyzing our results.

These non-GAAP measures should be considered in addition to results

prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.

Match Group endeavors to compensate for the limitations of the non-GAAP measures presented by providing

the comparable GAAP measures with equal or greater prominence and descriptions of the reconciling items,

including quantifying such items, to derive the non-GAAP measures.

We encourage investors to examine the

reconciling adjustments between the GAAP and non-GAAP measures, which we discuss below.

Adjusted EBITDA

Adjusted EBITDA is defined as net income attributable to Match Group, Inc.

shareholders excluding:

income or loss attributable to noncontrolling interests;

(2) income tax provision or benefit;

(3) other income

(expense), net;

(4) interest expense;

(5) depreciation;

and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements, as applicable.

We believe this measure is useful to analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors.

The above items are excluded from our Adjusted Operating Income measure because they are non-cash in nature.

Adjusted Operating Income has certain limitations because it excludes the impact of certain expenses.

Non-Cash Expenses That Are Excluded From Adjusted Operating Income

Stock-based compensation expense consists principally of expense associated with the grants of restricted stock units (“RSUs”), performance-based RSUs, and market-based awards.

These expenses are not paid in cash, and we include the related shares in our fully diluted shares outstanding using the treasury stock method;

however, performance-based RSUs and market-based awards are included only to the extent the applicable performance or market condition(s) have been met (assuming the end of the reporting period is the end of the contingency period).

To the extent stock-based awards are settled on a net basis, we remit the required tax-withholding amounts from current funds.

Depreciation is a non-cash expense relating to our property and equipment and is computed using the straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives, or, in the case of leasehold improvements, the lease term, if shorter.

Amortization of intangible assets and impairments of goodwill and intangible assets are non-cash expenses related primarily to acquisitions.

At the time of an acquisition, the identifiable definite-lived intangible assets of the acquired company, such as customer lists, trade names, and technology, are valued and amortized over their estimated lives.

Value is also assigned to (i) acquired indefinite-lived intangible assets, which consist of trade names and trademarks, and (ii) goodwill, which are not subject to amortization.

An impairment is recorded when the carrying value of an intangible asset or goodwill exceeds its fair value.

We believe that intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization and impairment charges of intangible assets or goodwill, if applicable, are not ongoing costs of doing business.

The following table reconciles operating income (loss) to Adjusted Operating Income (Loss) for the Company’s reportable segments and at a consolidated level:

(6) acquisition-related items consisting of (i) amortization

of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses

recognized on changes in fair value of contingent consideration arrangements, as applicable;

and (7) stock-based

compensation expense.

We believe Adjusted EBITDA is useful to analysts and investors as this measure allows a

more meaningful comparison between our performance and that of our competitors.

Adjusted EBITDA has

certain limitations because it excludes certain expenses.

At a segment level, the closest GAAP measure is

operating income (loss) as items outside operating income (loss) are not allocated to segments.

Non-Cash Expenses That Are Excluded From Adjusted EBITDA

Stock-based compensation expense consists principally of expense associated with the grants of RSUs,

performance-based RSUs, and market-based awards.

These expenses are not paid in cash, and we include the

related shares in our fully diluted shares outstanding using the treasury stock method;

however, performance-

based RSUs and market-based awards are included only to the extent the applicable performance or market

condition(s) have been met (assuming the end of the reporting period is the end of the contingency period).

the extent stock-based awards are settled on a net basis, we remit the required tax-withholding amounts from

current funds.

Depreciation is a non-cash expense relating to our property and equipment and is computed using the

straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives, or,

in the case of leasehold improvements, the lease term, if shorter.

Amortization of intangible assets and impairments of goodwill and intangible assets are non-cash expenses

related primarily to acquisitions.

At the time of an acquisition, the identifiable definite-lived intangible assets of

the acquired company, such as customer lists, trade names, and technology, are valued and amortized over their

estimated lives.

Value is also assigned to (i) acquired indefinite-lived intangible assets, which consist of trade

names and trademarks, and (ii) goodwill, which are not subject to amortization.

An impairment is recorded when

the carrying value of an intangible asset or goodwill exceeds its fair value.

We believe that intangible assets

represent costs incurred by the acquired company to build value prior to acquisition and the related

amortization and impairment charges of intangible assets or goodwill, if applicable, are not ongoing costs of

doing business.

The following tables reconcile net income attributable to Match Group, Inc.

shareholders to Adjusted

EBITDA for the Company’s reportable segments and at a consolidated level:

Year Ended December 31, 2025

Operating Income (Loss)

Stock-based Compensation Depreciation Impairments and Amortization of Intangibles Adjusted Operating Income (Loss)

(In thousands)

Tinder $ 889,222 $ 90,141 $ 37,660 $ — $ 1,017,023

Hinge 121,482 42,673 2,323 — 166,478

Evergreen & Emerging 66,088 54,922 21,732 27,676 170,418

MG Asia (32,345) 25,818 20,834 46,499 60,806

Corporate and unallocated costs (221,135) 53,827 4,950 — (162,358)

Total $ 823,312 $ 267,381 $ 87,499 $ 74,175 $ 1,252,367

Year Ended December 31, 2023

Net income attributable to

Match Group, Inc.

Net income attributable to

noncontrolling interests a

Income tax provision a

Other income, net a

Interest expense a

Operating income (loss)

Stock-based Compensation Depreciation Amortization of Intangibles Adjusted Operating Income (Loss)

(In thousands)

Tinder $ 955,519 $ 68,644 $ 25,197 $ — $ 1,049,360

Hinge 74,261 31,459 1,926 — 107,646

Evergreen & Emerging 82,460 50,268 18,732 12,336 163,796

MG Asia (8,675) 23,399 11,671 35,395 61,790

Corporate and unallocated costs (186,669) 58,329 4,281 — (124,059)

Total $ 916,896 $ 232,099 $ 61,807 $ 47,731 $ 1,258,533

Stock-based compensation

Amortization of intangibles

Adjusted EBITDA

Year Ended December 31, 2024

(In thousands)

Net income attributable to

Match Group, Inc.

Net income attributable to

noncontrolling interests a

Income tax provision a

Other income, net a

Interest expense a

Operating income (loss)

Stock-based Compensation Depreciation Impairments and Amortization of Intangibles Adjusted Operating Income (Loss)

Stock-based compensation

Impairments and

amortization of

Adjusted EBITDA

Year Ended December 31, 2023

(In thousands)

Tinder $ 956,470 $ 56,085 $ 15,328 $ — $ 1,027,883

Hinge 78,723 10,794 1,631 — 91,148

Evergreen & Emerging 35,879 52,498 17,971 53,369 159,717

MG Asia (312,027) 28,294 5,277 312,888 34,432

Corporate and unallocated costs (244,040) 56,209 3,387 — (184,444)

Total $ 515,005 $ 203,880 $ 43,594 $ 366,257 $ 1,128,736

Net income attributable to

Match Group, Inc.

Net loss attributable to

noncontrolling interests a

Income tax provision a

Other income, net a

Interest expense a

Operating income (loss)

Stock-based compensation

Amortization of intangibles

Adjusted EBITDA

______________________

(a) Management does not allocate these items to segments.

Effects of Changes in Foreign Exchange Rates on Revenue

The impact of foreign exchange rates on the Company, due to its global reach, may be an important factor in understanding period over period comparisons if movement in exchange rates is significant.

Since our results are reported in U.S.

The impact of foreign exchange rates on the Company, due to its global reach, may be an important factor

in understanding period over period comparisons if movement in exchange rates is significant.

Since our results

are reported in U.S.

dollars, international revenue is favorably impacted as the U.S.

dollar weakens relative to other currencies, and unfavorably impacted as the U.S.

dollar weakens relative to

other currencies, and unfavorably impacted as the U.S.

dollar strengthens relative to other currencies.

We believe the presentation of revenue excluding the effects from foreign exchange, in addition to reported revenue, helps improve investors’ ability to understand the Company’s performance because it excludes the impact of foreign currency volatility that is not indicative of Match Group’s core operating results.

Revenue excluding foreign exchange effects compares results between periods as if exchange rates had remained constant period over period.

Revenue excluding foreign exchange effects is calculated by translating current period revenue using prior period exchange rates.

The percentage change in revenue excluding foreign exchange effects is calculated by determining the change in current period revenue over prior period revenue where current period revenue is translated using prior period exchange rates.

The following tables present the impact of foreign exchange effects on total revenue and Direct Revenue by segment for the year ended December 31, 2024 compared to the year ended December 31, 2023:

believe the presentation of revenue excluding the effects from foreign exchange, in addition to reported

revenue, helps improve investors’ ability to understand the Company’s performance because it excludes the

impact of foreign currency volatility that is not indicative of Match Group’s core operating results.

Revenue excluding foreign exchange effects compares results between periods as if exchange rates had

remained constant period over period.

Revenue excluding foreign exchange effects is calculated by translating

current period revenue using prior period exchange rates.

The percentage change in revenue excluding foreign

exchange effects is calculated by determining the change in current period revenue over prior period revenue

where current period revenue is translated using prior period exchange rates.

The following tables present the impact of foreign exchange effects on total revenue and Direct Revenue

by segment for the year ended December 31, 2025 compared to the year ended December 31, 2024 :

Years ended December 31,

2024 $ Change % Change 2023

(Dollars in thousands)

16 unchanged sentences

Financial Position

December 31, 2024 December 31, 2023

(In thousands)

1 unchanged sentence

United States

$ 705,967 $ 647,177

All other countries

260,026 215,263

Total cash and cash equivalents

5 unchanged sentences

5.00% Senior Notes due December 15, 2027

450,000 450,000

4.625% Senior Notes due June 1, 2028

2 unchanged sentences

3.625% Senior Notes due October 1, 2031

6.125% Senior Notes due September 15, 2033

2026 Exchangeable Notes due June 15, 2026

1 unchanged sentence

Total long-term debt

Current maturities of long-term debt

Unamortized original issue discount

2 unchanged sentences

______________________

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

(a) The maturity date of the Credit Facility is the earlier of (x) March 20, 2029 and (y) the date that is 91

days prior to the maturity date of the existing senior notes due 2027, 2028, or 2029, or any new

indebtedness used to refinance such senior notes that matures prior to the date that is 91 days after

March 20, 2029, in each case if and only if at least $250 million in aggregate principal amount of such

debt is outstanding on such date.

Long-term Debt

For a detailed description of long-term debt, see “Note 7—Long-term Debt, net” to the consolidated financial statements included in “Item 8.

For a detailed description of long-term debt, see “ Note 6—Long-term Debt, net ” to the consolidated

financial statements included in “Item 8.

Consolidated Financial Statements and Supplementary Data.”

Cash Flow Information

In summary, the Company’s cash flows from continuing operations are as follows:

In summary, the Company’s cash flows are as follows:

Years ended December 31,

2024 2023 2022

(In thousands)

Net cash provided by operating activities attributable to continuing operations

$ 932,719 $ 896,791 $ 525,688

Net cash used in investing activities attributable to continuing operations

(58,538) (76,581) (71,702)

Net cash used in financing activities attributable to continuing operations

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

Net cash provided by operating activities attributable to continuing operations in 2024 includes adjustments to earnings consisting primarily of $267.4 million of stock-based compensation expense;

Net cash provided by operating activities

Net cash used in investing activities

Net cash used in financing activities

Net cash provided by operating activities in 2025 includes adjustments to income consisting primarily of

$258.2 million of stock-based compensation expense;

$67.1 million of depreciation;

$74.2 million of impairments and amortization of intangibles;

deferred income taxes of $15.0 million;

and other adjustments of $2.0 million, which includes amortization of deferred financing costs of $6.5 million.

The decrease in cash from changes in working capital primarily consists of a decrease in deferred revenue of $43.1 million as weekly subscriptions have increased and an increase in accounts receivable of $29.8 million primarily related to the timing of receipts and an increase in revenue from app stores.

These decreases in cash were partially offset by an increase from other assets of $25.3 million, primarily related to amortization of certain assets, and an increase in income taxes payable of $22.2 million due to the timing of tax payments.

Net cash used in investing activities attributable to continuing operations in 2024 consists primarily of capital expenditures of $50.6 million that are primarily related to internal development of software and purchases of computer hardware.

Net cash used in financing activities attributable to continuing operations in 2024 is primarily due to purchases of treasury stock of $752.7 million and payments of $11.4 million of withholding taxes paid on behalf of employees for net-settled stock-based awards.

These uses of cash were partially offset by $13.6 million of proceeds from the issuance of common stock pursuant to stock-based awards.

Net cash provided by operating activities attributable to continuing operations in 2023 includes adjustments to earnings consisting primarily of $232.1 million of stock-based compensation expense;

$38.5 million of

amortization of intangibles;

and deferred income taxes of $44.9 million .

The increase in cash from changes in

working capital primarily consists of an increase from other assets of $45.9 million , a decrease from accounts

receivable of $23.6 million , and a decrease from accounts payable of $17.2 million primarily related to timing of

These increases in cash were partially offset by a decrease from deferred revenue of $16.1 million

and a decrease from income taxes payable and receivable of $11.9 million .

Net cash used in investing activities in 2025 consists primarily of capital expenditures of $56.8 million that

are primarily related to internal development of software.

Net cash used in financing activities in 2025 is primarily due to purchases of treasury stock of $788.8

million , the repayment of the Term Loan of $425.0 million , dividends paid of $186.3 million , payments to

repurchase a portion of the 2026 Exchangeable Notes of $147.8 million , and payments of $128.5 million of

withholding taxes paid on behalf of employees for net-settled stock-based awards.

These uses of cash were

partially offset by proceeds from the issuance of the 6.125% Senior Notes of $700.0 million.

Net cash provided by operating activities in 2024 includes adjustments to income consisting primarily of

$267.4 million of stock-based compensation expense;

$87.5 million of depreciation;

$47.7 million of impairments and amortization of intangibles;

$74.2 million of impairments

and amortization of intangibles;

deferred income taxes of $15.0 million;

and other adjustments of $9.9 million, which includes amortization of deferred financing costs of $6.5 million.

The decrease in cash from changes in working capital primarily consists of an increase in accounts receivable of $107.4 million primarily related to the timing of receipts and an increase in revenue from app stores, and a decrease in deferred revenue of $41.2 million as weekly subscriptions have increased.

and other adjustments of $2.0 million,

which includes amortization of deferred financing costs of $6.5 million.

The decrease in cash from changes in

working capital primarily consists of a decrease from deferred revenue of $43.1 million as weekly subscriptions

have increased and a decrease from accounts receivable of $29.8 million primarily related to the timing of

receipts and an increase in revenue from app stores, which settle more slowly compared to credit card payments

from web sales.

These decreases in cash were partially offset by an increase from other assets of $25.3 million,

Net cash used in investing activities attributable to continuing operations in 2023 consists primarily of capital expenditures of $67.4 million that are primarily related to internal development of software and computer hardware to support our services.

Net cash used in financing activities attributable to continuing operations in 2023 is primarily due to purchases of treasury stock of $546.2 million and payments of $5.9 million of withholding taxes paid on behalf of employees for net-settled stock-based awards.

These uses of cash were partially offset by $19.9 million of proceeds from the issuance of common stock pursuant to stock-based awards.

Net cash provided by operating activities attributable to continuing operations in 2022 includes adjustments to earnings consisting primarily of $366.3 million of impairments and amortization of intangibles;

$203.9 million of stock-based compensation expense;

$43.6 million of depreciation;

and other adjustments of $7.0 million, which includes amortization of deferred financing costs of $6.7 million.

Partially offsetting these

adjustments was a deferred income tax benefit of $30.0 million.

The decrease in cash from changes in working capital primarily consists of a decrease in accounts payable and other liabilities of $472.6 million due mainly to the settlement payment for Rad, et al.

IAC/InterActiveCorp, et al.

and related arbitrations, and timing of other payments;

an increase in accounts receivable of $6.7 million primarily related to increased revenue from mobile applications;

and a decrease in deferred revenue of $6.5 million.

These uses of cash were partially offset by an increase from other assets of $59.6 million primarily due to the amortization of prepaid hosting services.

Net cash used in investing activities attributable to continuing operations in 2022 consists primarily of capital expenditures of $49.1 million that are primarily related to internal development of software and computer hardware to support our services, and cash used in an acquisition, net of cash acquired, of $25.7 million.

Net cash used in financing activities attributable to continuing operations in 2022 is primarily due to purchases of treasury stock of $482.0 million, payments of $176.3 million to settle the outstanding 2022 Exchangeable Notes, payments of $109.3 million of withholding taxes paid on behalf of employees for net-settled stock-based awards, purchases of non-controlling interests for $10.6 million, and payments of $7.5 million to settle outstanding warrants associated with the 2022 Exchangeable Notes.

These uses of cash were partially offset by proceeds of $75.9 million related to the settlement of certain note hedges associated with the 2022 Exchangeable Notes, and $20.5 million of proceeds from the issuance of common stock pursuant to stock-based awards.

primarily related to amortization of certain assets, and an increase from income taxes payable of $22.2 million

due to the timing of tax payments.

Net cash used in investing activities in 2024 consists primarily of capital expenditures of $50.6 million that

are primarily related to internal development of software and purchases of computer hardware.

Net cash used in financing activities in 2024 is primarily due to purchases of treasury stock of $752.7 million

and payments of $11.4 million of withholding taxes paid on behalf of employees for net-settled stock-based

These uses of cash were partially offset by $13.6 million of proceeds from the issuance of common stock

pursuant to stock-based awards.

Liquidity and Capital Resources

The Company’s principal sources of liquidity are its cash and cash equivalents as well as cash flows generated from operations.

The Company’s principal sources of liquidity are its cash and cash equivalents as well as cash flows

generated from operations.

At December 31, 2025 , $499.4 million was available under the Credit Facility.

The Company has various obligations related to long-term debt instruments and operating leases.

For additional information on long-term debt, including maturity dates and interest rates, see “Note 7—Long-term Debt, net” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.” For additional information on the operating leases, including a schedule of obligations by year, see “Note 13—Leases” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.” The Company believes it has sufficient cash flows from operations to satisfy these future obligations.

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

The Company anticipates that it will need to make capital and other expenditures in connection with the development and expansion of its operations.

The Company expects that 2025 cash capital expenditures will be between $45 million and $50 million, flat to 2024 cash capital expenditures.

We have entered into various purchase commitments, primarily consisting of web hosting services that are currently committed through January 2028.

Our obligations under these various purchase commitments, which were impacted by usage rates in 2024, are $68.6 million for 2025, $8.7 million for 2026, $9.8 million for 2027, and $9.0 million for 2028.

The Company does not have any off-balance sheet arrangements at December 31, 2024, other than those described above.

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

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

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

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

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

During the year ended

December 31, 2024, we repurchased 22.2 million shares for $752.7 million under the January Share Repurchase Program.

Beginning mid-January 2025, the Company settles substantially all equity awards on a net basis.

Assuming all equity awards outstanding on January 31, 2025 were net settled at the closing price on that date, we would issue 8.5 million shares of common stock (of which 0.6 million are related to vested awards and 7.9 million are related to unvested awards) and, assuming a 50% withholding rate, would remit $302.5 million in cash for withholding taxes (of which $20.7 million is related to vested awards and $281.8 million is related to unvested awards).

If we did not settle awards on a net basis and instead issued a sufficient number of shares to cover the $302.5 million employee withholding tax obligation, 8.5 million additional shares would be issued by the Company.

At December 31, 2024, most of the Company’s international cash can be repatriated without significant tax consequences.

additional information on long-term debt, including maturity dates and interest rates, see “ Note 6—Long-term

Debt, net ” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and

Supplementary Data.” For additional information on the operating leases, including a schedule of obligations by

year, see “ Note 12—Leases ” to the consolidated financial statements included in “Item 8—Consolidated

Financial Statements and Supplementary Data.” The Company believes it has sufficient cash flows from

operations to satisfy these future obligations.

On August 20, 2025, we completed a private offering of $700 million aggregate principal amount of 6.125%

Senior Notes due 2033.

The proceeds from the issuance of these notes will be used to repay all of the

outstanding 2026 Exchangeable Notes at or prior to their maturity, and the remaining proceeds will be used for

general corporate purposes.

During 2025, we repurchased $151.1 million aggregate principal amount of 2026

Exchangeable Notes.

The Company anticipates that it will need to make capital and other expenditures in connection with the

development and expansion of its operations.

The Company expects that 2026 cash capital expenditures will be

between $55 million and $65 million, flat to 2025 cash capital expenditures.

We have entered into various purchase commitments, primarily consisting of web hosting services that are

currently committed through September 2028.

Our obligations under these various purchase commitments,

which were impacted by usage rates in 2025, are $56.3 million for 2026, $73.6 million for 2027, and $70.3 million

The Company does not have any off-balance sheet arrangements at December 31, 2025 , other than those

described above.

On January 30, 2024, the Board of Directors of the Company approved a share repurchase program for the

repurchase of up to $1.0 billion in aggregate value of shares of Match Group stock (the “January 2024 Share

Repurchase Program”).

On December 10, 2024, the Board of Directors authorized a new repurchase program of

up to $1.5 billion in aggregate value of shares of Match Group common stock (the “December 2024 Share

Repurchase Program”).

The December 2024 Share Repurchase Program took effect when the January 2024

Share Repurchase Program was exhausted in April 2025.

Under the December 2024 Share Repurchase Program,

$958.5 million in aggregate value of shares of Match Group common stock remains available for repurchase as of

January 31, 2026.

Under the December 2024 Share Repurchase Program, shares of our common stock may be

purchased on a discretionary basis from time to time, subject to general business and market conditions and

other investment opportunities, through open market purchases, privately negotiated transactions or other

means, including through Rule 10b5-1 trading plans.

The December 2024 Share Repurchase Program may be

suspended or discontinued at any time.

During the year ended December 31, 2025 , we repurchased 24.7 million

shares for $788.8 million under the January 2024 and December 2024 Share Repurchase Programs.

Effective mid-January 2025, the Company settles substantially all equity awards on a net basis.

equity awards outstanding on January 31, 2026 were net settled at the closing price on that date, we would issue

8.4 million shares of common stock (of which 0.1 million are related to vested awards and 8.3 million are related

to unvested awards) and, assuming a 50% withholding rate, would remit $262.0 million in cash for withholding

taxes (of which $4.0 million is related to vested awards and $258.0 million is related to unvested awards).

did not settle awards on a net basis and instead issued a sufficient number of shares to cover the $262.0 million

employee withholding tax obligation, 8.4 million additional shares would be issued by the Company.

At December 31, 2025 , most of the Company’s international cash can be repatriated without significant tax

consequences.

Our indebtedness could limit our ability to:

(i) obtain additional financing to fund working capital needs, acquisitions, capital expenditures, debt service, or other requirements;

and (ii) use operating cash flow to pursue acquisitions or invest in other areas, such as developing properties and exploiting business opportunities.

The Company may need to raise additional capital through future debt or equity financing to make additional acquisitions and investments or to provide for greater financial flexibility.

Additional financing may not be available on terms favorable to the Company or at all.

(i) obtain additional financing to fund working capital needs,

acquisitions, capital expenditures, debt service, or other requirements;

and (ii) use operating cash flow to pursue

acquisitions or invest in other areas, such as developing properties and exploiting business opportunities.

Company may need to raise additional capital through future debt or equity financing to make additional

acquisitions and investments or to provide for greater financial flexibility.

Additional financing may not be

available on terms favorable to the Company or at all.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The following disclosure is provided to supplement the descriptions of Match Group’s accounting policies contained in “Note 2—Summary of Significant Accounting Policies” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data” in regard to significant areas of judgment.

Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with GAAP.

These estimates, judgments and assumptions impact the reported amount of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities.

The following disclosure is provided to supplement the descriptions of Match Group’s accounting policies

contained in “ Note 2—Summary of Significant Accounting Policies ” to the consolidated financial statements

included in “Item 8—Consolidated Financial Statements and Supplementary Data” in regard to significant areas

Management of the Company is required to make certain estimates, judgments and assumptions

during the preparation of its consolidated financial statements in accordance with GAAP.

These estimates,

judgments and assumptions impact the reported amount of assets, liabilities, revenue and expenses and the

related disclosure of contingent assets and liabilities.

Actual results could differ from these estimates.

Because of the size of the financial statement elements to which they relate, some of our accounting policies and estimates have a more significant impact on our consolidated financial statements than others.

What follows is a discussion of some of our more significant accounting policies and estimates.

the size of the financial statement elements to which they relate, some of our accounting policies and estimates

have a more significant impact on our consolidated financial statements than others.

What follows is a

discussion of some of our more significant accounting policies and estimates.

Business Combinations

Acquisitions have historically been an important part of our growth strategy.

The purchase price of each acquisition is attributed to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets that either arise from a contractual or legal right or are separable from goodwill.

The fair value of these intangible assets is based on valuations that use information and assumptions provided by management.

The excess purchase price over the net tangible and identifiable intangible assets is recorded as goodwill and is assigned to the reporting unit that is expected to benefit from the combination as of the acquisition date.

The purchase price of each

acquisition is attributed to the assets acquired and liabilities assumed based on their fair values at the date of

acquisition, including identifiable intangible assets that either arise from a contractual or legal right or are

separable from goodwill.

The fair value of these intangible assets is based on valuations that use information and

assumptions provided by management.

The excess purchase price over the net tangible and identifiable

intangible assets is recorded as goodwill and is assigned to the reporting unit that is expected to benefit from the

combination as of the acquisition date.

Recoverability of Goodwill and Indefinite-Lived Intangible Assets

Goodwill is the Company’s largest asset with a carrying value of $2.3 billion at each of December 31, 2024 and 2023, representing 52% of the Company’s total assets on both dates.

Indefinite-lived intangible assets, which consist of certain of the Company’s acquired trade names and trademarks, have a carrying value of $96.9 million and $183.1 million at December 31, 2024 and 2023, respectively.

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

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

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

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

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

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

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

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

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

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

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

Under the income approach, a discounted cash flow analysis is performed with assumptions and estimates of forecast operating cash flows, including revenue growth rates, profitability margins, and discount rates, which all vary among reporting units.

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

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

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

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

Goodwill is the Company’s largest asset with a carrying value of $2.3 billion at each of December 31, 2025

and 2024 , representing 52% of the Company’s total assets on both dates.

Indefinite-lived intangible assets,

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

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

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

Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows.

The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible assets.

The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license the specific trade names and trademarks.

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

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

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

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

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

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

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

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

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

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

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

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

During the year ended December 31, 2024, the Company reclassified certain indefinite-lived intangible assets with a carrying value of $47.2 million to the definite-lived intangible asset category because these assets were no longer considered to have an indefinite life.

which consist of certain of the Company’s acquired trade names and trademarks, have a carrying value of $105.6

million and $96.9 million at December 31, 2025 and 2024 , respectively.

The Company assesses goodwill on its four reporting units and indefinite-lived intangible assets for

impairment annually as of October 1, or more frequently if an event occurs or circumstances indicate that it is

more likely than not the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset is

below its carrying value.

When the Company elects to perform a qualitative assessment and concludes it is not more likely than not

that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting

unit’s goodwill is necessary;

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

impairment exists.

If the Company concludes that it is more likely than not that there may be an impairment, the fair value of

each reporting unit will be determined and compared to its carrying value, including goodwill.

If the fair value of

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

If the carrying value of

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

If measuring the estimated fair value of each operating unit, the Company uses a combination of an income

approach and a market approach.

Under the income approach, a discounted cash flow analysis is performed

with assumptions and estimates of forecast operating cash flows, including revenue growth rates, profitability

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

The market approach utilizes the guideline

public companies method and is based on revenue and income multiple data derived from publicly traded peer

group companies.

There are significant judgments inherent in each analysis, including estimating the amount

and timing of expected future cash flows, the selection of appropriate discount rates, and the peer group

companies used.

The Company performed a qualitative impairment assessment as of October 1, 2025 and 2024 and

concluded that it was more likely than not that the fair values of each reporting unit exceeded their carrying

Indefinite-Lived Intangible Assets

The Company has the option to qualitatively assess whether it is more likely than not that the fair values of

its indefinite-lived intangible assets are less than their carrying values.

The Company performed a qualitative

impairment assessment for certain indefinite-lived assets as of October 1, 2025 and concluded that it was more

likely than not that the fair values of those indefinite-lived intangible assets exceeded their carrying values.

For assets in which a quantitative assessment is performed, the Company determines the fair value of its

indefinite-lived intangible assets using an avoided royalty discounted cash flow (“DCF”) valuation analysis.

Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and

estimating the amount and timing of expected future cash flows.

The discount rates used in the DCF analyses are

intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible

The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market

participant would pay to license the specific trade names and trademarks.

The future cash flows are based on

the Company’s most recent forecast and budget and, for years beyond the budget, the Company’s estimates are

based, in part, on forecasted growth rates.

Assumptions used in the avoided royalty DCF analyses, including the

discount rate and royalty rate, are assessed when a quantitative assessment is performed based on the actual

and projected cash flows related to the asset, as well as macroeconomic and industry specific factors.

discount rate used in the Company’s 2025 quantitative assessment as part of the annual indefinite-lived

impairment assessment was 14% , and the royalty rate used was 6% .

If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment

equal to the excess is recorded.

At December 31, 2025 and 2024, based on those indefinite-lived intangible assets for which a quantitative

analyses was performed, none of the Company’s indefinite-lived intangible assets fair values were identified as

being below 110% of their carrying value.

While it is believed that the assumptions used in our quantitative

analysis were reasonable, changes in these assumptions, including lowering forecasts for revenue and margin,

lowering the long-term growth rate, or changes in the future discount rate assumptions, could result in a future

During the third quarter ended September 30, 2024, in connection with our decision to terminate certain

of our live streaming services and our Hakuna app, we recognized impairment charges of $28.7 million related to

indefinite-lived intangible assets in the MG Asia and E&E segments.

For certain assets with no remaining cash

flows, the Company fully impaired the asset.

For assets with remaining cash flows, the Company conducted

discounted cash flow valuations.

In connection with the annual impairment assessment, the Company reviews the useful lives for intangible

assets and whether events or changes in circumstances indicate that an indefinite life may no longer be

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

intangible assets with a carrying value of $47.2 million to the definite-lived intangible asset category because

these assets were no longer considered to have an indefinite life.

No such assets were identified during the year

ended December 31, 2025.

Recoverability and Estimated Useful Lives of Definite-lived Intangible Assets

We review the carrying value of all definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

The carrying value

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

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

In addition, the Company reviews the useful lives of its definite-lived intangible assets whenever events or changes in circumstances indicate that these lives may be changed.

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

The carrying value of definite-lived intangible assets was $118.5 million and $122.7 million, at December 31, 2024 and 2023, respectively.

We review the carrying value of all definite-lived intangible assets for impairment whenever events or

changes in circumstances indicate that the carrying value of an asset group may not be recoverable.

value of a definite-lived intangible asset is not recoverable if it exceeds the sum of the undiscounted cash flows

expected to result from the use and eventual disposition of the asset group.

If the carrying value is deemed not

to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the

definite-lived intangible asset exceeds its fair value.

In addition, the Company reviews the useful lives of its

definite-lived intangible assets whenever events or changes in circumstances indicate that these lives may be

No impairments were identified during the year ended December 31, 2025.

During the year ended

December 31, 2024, in connection with our decision to terminate certain of our live streaming services and our

Hakuna app, we recognized impairment charges of $1.9 million related to definite-lived intangible assets in the

MG Asia and E&E segments.

The carrying value of definite-lived intangible assets was $87.3 million and $118.5

million at December 31, 2025 and 2024 , respectively.

Match Group is subject to income taxes in the United States and numerous foreign jurisdictions.

Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws.

We record a provision for income taxes for the anticipated tax consequences of our reported results of operations using the asset and liability method.

Under this method, we recognize deferred income tax assets and liabilities for the future tax consequences of temporary differences between the financial reporting and tax bases of asset and liabilities, as well as for net operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be realized or settled.

We recognize the deferred income tax effects of a change in tax rates in the period of enactment.

A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized.

We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income, and tax planning strategies in assessing the need for a valuation allowance.

We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained based on the technical merits of the position.

Such tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.

This measurement step is inherently difficult and requires subjective estimations of such amounts to determine the probability of various possible outcomes.

We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustment.

We make adjustments to our unrecognized tax benefits when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate.

Although we believe that we have adequately reserved for our uncertain tax positions, the final outcome of these matters may vary significantly from our estimates.

To the extent that the final outcome of these matters is different from the amounts recorded, such differences will affect the income tax provision in the period in which such determination is made, and could have a material impact on our financial condition and operating results.

judgment is required in determining our provision for income taxes and income tax assets and liabilities,

including evaluating uncertainties in the application of accounting principles and complex tax laws.

We record a provision for income taxes for the anticipated tax consequences of our reported results of

operations using the asset and liability method.

Under this method, we recognize deferred income tax assets and

liabilities for the future tax consequences of temporary differences between the financial reporting and tax

bases of asset and liabilities, as well as for net operating loss and tax credit carryforwards.

Deferred tax assets

and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences

are expected to be realized or settled.

We recognize the deferred income tax effects of a change in tax rates in

the period of enactment.

A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not

that the deferred tax asset will not be realized.

We consider all available evidence, both positive and negative,

including historical levels of income, expectations and risks associated with estimates of future taxable income,

and tax planning strategies in assessing the need for a valuation allowance.

We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that

the tax position will be sustained based on the technical merits of the position.

Such tax benefits are measured

based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.

measurement step is inherently difficult and requires subjective estimations of such amounts to determine the

probability of various possible outcomes.

We consider many factors when evaluating and estimating our tax

positions and tax benefits, which may require periodic adjustment.

We make adjustments to our unrecognized

tax benefits when facts and circumstances change, such as the closing of a tax audit or the refinement of an

Although we believe that we have adequately reserved for our uncertain tax positions, the final

outcome of these matters may vary significantly from our estimates.

To the extent that the final outcome of

these matters is different from the amounts recorded, such differences will affect the income tax provision in

the period in which such determination is made, and could have a material impact on our financial condition and

operating results.

Stock-Based Compensation

The Company recorded stock-based compensation expense of $267.4 million and $232.1 million for the years ended December 31, 2024 and 2023, respectively.

Accounting for stock-based compensation at the Company is often complex due to the variety of instruments we use to attract, retain, and reward employees at many of our brands by allowing them to benefit from the value they help to create.

We also utilize stock-based awards as part of our acquisition strategy.

We accomplish these objectives, in part, by issuing awards denominated in the equity of our non-public subsidiaries as well as in Match Group, Inc.

We further refine this approach by tailoring the terms of awards as appropriate.

For example, we issue certain awards with vesting conditioned on the achievement of specified performance targets such as revenue or profits;

The Company recorded stock-based compensation expense of $258.2 million and $267.4 million for the

years ended December 31, 2025 and 2024 , respectively.

We use a variety of instruments we use to attract, retain, and reward employees at many of our brands by

allowing them to benefit from the value they help to create.

We also utilize stock-based awards as part of our

acquisition strategy.

We accomplish these objectives, in part, by issuing awards denominated in the equity of our

non-public subsidiaries as well as in Match Group, Inc.

We further refine this approach by tailoring the terms of

awards as appropriate.

For example, we issue certain awards with vesting conditioned on the achievement of

specified performance targets such as revenue or profits;

these awards are referred to as performance awards.

In other cases, we condition the vesting of awards to the achievement of value targets for a specific subsidiary or the Company’s stock price;

these awards are referred to as market-based awards.

In other cases, we condition the vesting of awards to the Company’s stock price;

these awards are referred to as

market-based awards.

The Company issues RSUs and performance-based RSUs (“PSUs”).

The value of RSUs with vesting subject only to continued service is based on the fair value of Match Group common stock on the grant date.

The value of RSUs with vesting subject

only to continued service is based on the fair value of Match Group common stock on the grant date.

of RSUs that include a market condition is based on fair value estimated using a lattice model.

The value of RSUs is expensed as stock-based compensation expense over the applicable vesting term.

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

The value of RSUs

is expensed as stock-based compensation expense over the applicable vesting term.

For PSU awards, the

expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-

based compensation over the vesting term if the performance targets are considered probable of being

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see “Note 2—Summary of Significant Accounting Policies” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.”

For a discussion of recent accounting pronouncements, see “ Note 2—Summary of Significant Accounting

Policies ” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and

Supplementary Data.”

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 7. Management’s Discussion and Analysis