What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2026-02-26 compared with 2025-02-27 · 1492 added, 953 removed, 616 unchanged (80% of the section changed)

1 unchanged sentence

Interest Rate Risk

The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s long-term debt.

At December 31, 2024, the Company’s outstanding long-term debt was $3.9 billion, of which $3.5 billion consists of Senior Notes and Exchangeable Senior Notes that bear interest at fixed rates.

If market rates decline, the Company runs the risk that the required payments on the fixed-rate debt will exceed those on debt based on market rates.

A 100 basis point increase or decrease in the level of interest rates would, respectively, decrease or increase the fair value of the fixed-rate debt by $118.0 million.

Such potential increase or decrease in fair value is based on certain simplifying assumptions, including a constant level and rate of fixed-rate debt for all maturities and an immediate across-the-board increase or decrease in the level of interest rates with no other subsequent changes for the remainder of the period.

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

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

The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s

long-term debt.

At December 31, 2025 , the Company’s outstanding long-term debt was $4.0 billion , all of which

instruments bear interest at fixed rates.

If market rates decline, the Company runs the risk that the required

payments on the fixed-rate debt will exceed those on debt based on market rates.

A 100 basis point increase or

decrease in the level of interest rates would, respectively, decrease or increase the fair value of the fixed-rate

debt by $134.7 million .

Such potential increase or decrease in fair value is based on certain simplifying

assumptions, including a constant level and rate of fixed-rate debt for all maturities and an immediate across-

the-board increase or decrease in the level of interest rates with no other subsequent changes for the remainder

of the period.

Foreign Currency Exchange Risk

The Company conducts business in certain foreign markets, primarily in various jurisdictions in Europe and Asia.

As a result, we are exposed to foreign exchange risk related to certain currencies, primarily the Euro, British Pound (“GBP”), Japanese Yen (“JPY”), Turkish Lira (“TRY”), and Argentine Peso (“ARS”).

For the years ended December 31, 2024, 2023 and 2022, international revenue accounted for 54%, 54% and 55%, respectively, of our consolidated revenue.

We have exposure to foreign currency exchange risk related to transactions carried out in a currency other than the U.S.

dollar, and investments in foreign subsidiaries with a functional currency other than the U.S.

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

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

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

Dollar by 3% in 2024 compared to 2023.

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

The Company conducts business in certain foreign markets, primarily in various jurisdictions in Europe and

As a result, we are exposed to foreign exchange risk related to certain currencies, primarily the Euro, British

Pound (“GBP”), Turkish Lira (“TRY”), and Argentine Peso (“ARS”).

For the years ended December 31, 2025 , 2024 and 2023 , international revenue accounted for 56% , 54%

and 54% , respectively, of our consolidated revenue.

We have exposure to foreign currency exchange risk related

to transactions carried out in a currency other than the U.S.

dollar, and investments in foreign subsidiaries with a

functional currency other than the U.S.

As foreign currency exchange rates change, translation of the

statement of operations of our international businesses into U.S.

dollars affects year-over-year comparability of

operating results.

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

Dollar by 4% and 3%,

respectively, in 2025 compared to 2024 .

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

Dollar by 17% and 26%, respectively, in 2025 compared to 2024 .

Foreign currency exchange rate changes during the years ended December 31, 2024 and 2023 negatively impacted revenue by $73.8 million and $48.5 million, respectively, or 2% and 1% of total revenue for each respective year.

See “Non-GAAP Financial Measures” in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the definition of Revenue excluding foreign exchange effects and a reconciliation of Revenue to Revenue excluding foreign exchange effects.

Foreign currency exchange losses included in the Company’s earnings for the years ended December 31, 2024, 2023 and 2022 are $0.6 million, $7.9 million and $2.0 million, respectively.

Foreign currency exchange rate changes during

the years ended December 31, 2025 and 2024 positively impacted revenue by $23.8 million and negatively

impacted revenue by $73.8 million , respectively, or 1% and 2% of total revenue for each respective year.

“Non-GAAP Financial Measures” in “Item 7—Management’s Discussion and Analysis of Financial Condition and

Results of Operations” for the definition of Revenue excluding foreign exchange effects and a reconciliation of

Revenue to Revenue excluding foreign exchange effects.

Foreign currency exchange losses included in the Company’s income for the years ended December 31,

2025 , 2024 and 2023 are $8.3 million , $0.6 million and $7.9 million , respectively.

Foreign currency exchange gains or losses historically have not been material to the Company.

As a result, we have not historically hedged any foreign currency exposures, although we may hedge foreign currencies in the future to limit the impact of foreign currency exchange gains and losses.

The continued growth and expansion of our international operations into new countries increases our exposure to foreign exchange rate fluctuations.

Significant foreign exchange rate fluctuations, in the case of one currency or collectively with other currencies, could adversely affect our future results of operations.

we have not historically hedged any foreign currency exposures, although we may hedge foreign currencies in

the future to limit the impact of foreign currency exchange gains and losses.

The continued growth and

expansion of our international operations into new countries increases our exposure to foreign exchange rate

fluctuations.

Significant foreign exchange rate fluctuations, in the case of one currency or collectively with other

currencies, could adversely affect our future results of operations.

Consolidated Financial Statements and Supplementary Data

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We have audited the accompanying consolidated balance sheets of Match Group, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

and subsidiaries (the

Company) as of December 31, 2025 and 2024 , the related consolidated statements of operations,

comprehensive operations, shareholders’ equity and cash flows for each of the three years in the period ended

December 31, 2025 , and the related notes and financial statement schedule listed in the Index at Item 15(a)

(collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial

statements present fairly, in all material respects, the financial position of the Company at December 31, 2025

and 2024 , and the results of its operations and its cash flows for each of the three years in the period ended

December 31, 2025 , in conformity with U.S.

generally accepted accounting principles.

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

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

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

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

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

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board

(United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025 , based

on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026

expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our responsibility is to express

an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm

registered with the PCAOB and are required to be independent with respect to the Company in accordance with

federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Those standards require that we plan

and perform the audit to obtain reasonable assurance about whether the financial statements are free of

material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the

risks of material misstatement of the financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting

principles used and significant estimates made by management, as well as evaluating the overall presentation of

the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matter communicated below is a matter arising from the current period audit of the financial

statements that was communicated or required to be communicated to the audit committee and that:

relates to accounts or disclosures that are material to the financial statements and (2) involved our especially

challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in

any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by

communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on

the accounts or disclosures to which it relates.

Revenue Recorded in a Highly Automated Environment

Description of the Matter As more fully described in Note 2 to the consolidated financial statements, the Company’s revenue is primarily derived directly from users for recurring subscriptions to branded services.

Revenue is also earned from the purchase of à la carte features by users, which is recognized based on usage.

Direct Revenue, which includes revenue from subscriptions and à la carte features, was $3.4 billion for the year ended December 31, 2024.

The Company’s Direct Revenue is based on contractual terms with the Company’s customers and is comprised of a significant volume of low-dollar transactions.

The Company’s process to record Direct Revenue, including the determination and calculation of the revenue to be recognized each period, is highly automated within the Company’s information technology (“IT”) systems that are principally proprietary.

Given the complexity of the IT systems involved, auditing Direct Revenue for certain brands required a significant extent of effort and increased involvement of professionals with expertise in IT to identify, test, and evaluate the Company’s relevant systems and automated controls to record Direct Revenue.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls related to the recording and accounting for Direct Revenue for certain brands.

With the involvement of IT professionals, we identified the relevant systems used by the Company to calculate and record Direct Revenue and the related deferred revenue.

Where applicable, we tested the IT general controls over those systems, including testing of user access controls, change management controls, and IT operations controls as well as certain automated application controls related to the recording of Direct Revenue and the related deferred revenue at period end.

We also tested the Company’s controls to address the completeness and accuracy of transaction data.

Our audit procedures related to the Company’s Direct Revenue also included, among other procedures, recalculating the amount of revenue recognized during the period for a sample of transactions based on the terms of the arrangement and the satisfaction of the underlying performance obligation, testing the accuracy of key transaction data for a sample of transactions to contractual terms, reconciling gross transactions to cash collected, testing the calculation of Direct Revenue and the related deferred revenue performed within the Company’s IT systems to the amount recorded in the general ledger, and performing procedures related to revenue cut-off.

Description of the

As more fully described in Note 2 to the consolidated financial statements, the

Company’s revenue is primarily derived directly from users for recurring

subscriptions to branded services.

Revenue is also earned from the purchase of à la

carte features by users, which is recognized based on usage.

Direct Revenue, which

includes revenue from subscriptions and à la carte features, was $3.5 billion for the

year ended December 31, 2025.

The Company’s Direct Revenue is based on

contractual terms with the Company’s customers and is comprised of a significant

volume of low-dollar transactions.

The Company’s process to record Direct Revenue,

including the determination and calculation of the revenue to be recognized each

period, is highly automated within the Company’s information technology (“IT”)

systems that are principally proprietary.

Given the complexity of the IT systems involved, auditing Direct Revenue for certain

brands required a significant extent of effort and increased involvement of

professionals with expertise in IT to identify, test, and evaluate the Company’s

relevant systems and automated controls to record Direct Revenue.

How We Addressed the

Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating

effectiveness of the Company’s controls related to the recording and accounting for

Direct Revenue for certain brands.

With the involvement of IT professionals, we

identified the relevant systems used by the Company to calculate and record Direct

Revenue and the related deferred revenue.

Where applicable, we tested the IT

general controls over those systems, including testing of user access controls, change

management controls, and IT operations controls as well as certain automated

application controls related to the recording of Direct Revenue and the related

deferred revenue at period end.

We also tested the Company’s controls to address

the completeness and accuracy of transaction data.

Our audit procedures related to the Company’s Direct Revenue also included, among

other procedures, testing the calculation of Direct Revenue and the related deferred

revenue performed within the Company’s IT systems to the amount recorded in the

general ledger based on the terms of the arrangement and the satisfaction of the

underlying performance obligation, testing the accuracy of key transaction data for a

sample of transactions to contractual terms, reconciling gross transactions to cash

collected, and performing procedures related to revenue cut-off.

/s/ Ernst & Young LLP

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Accounts receivable, net of allowance of $ 304 and $ 379 , respectively

324,963 298,648

Other current assets

1 unchanged sentence

Property and equipment, net

Goodwill 2,310,730 2,342,612

Intangible assets, net

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Other non-current assets

TOTAL ASSETS $ 4,465,771 $ 4,507,886

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current maturities of long-term debt, net

Accounts payable

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authorized 1,600,000,000 shares;

294,432,137 and 289,631,352 shares issued;

and 251,460,397 and 268,890,470 outstanding at December 31, 2024 and December 31, 2023, respectively

300,166,909 and

294,432,137 shares issued;

and 232,530,646 and 251,460,397 outstanding at

December 31, 2025 and December 31, 2024 , respectively

Additional paid-in capital

Retained deficit

( 5,966,307 )

( 6,579,753 )

Accumulated other comprehensive loss

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( 2,585,892 )

( 1,791,071 )

Total Match Group, Inc.

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Total shareholders’ equity

( 63,657 ) ( 19,073 )

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

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Years Ended December 31,

2024 2023 2022

(In thousands, except per share data)

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

Operating costs and expenses:

Cost of revenue (exclusive of depreciation shown separately below)

991,273 954,014 959,963

Cost of revenue (exclusive of depreciation shown separately

Selling and marketing expense

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Product development expense

Depreciation 87,499 61,807 43,594

Impairments and amortization of intangibles

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Operating income

823,312 916,896 515,005

Interest expense

Other income, net

40,815 19,772 8,033

Earnings from continuing operations, before tax

704,056 776,781 377,491

Income before income taxes

Income tax provision

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

Net earnings from continuing operations

551,313 651,472 362,130

Loss from discontinued operations, net of tax

— — ( 2,211 )

551,313 651,472 359,919

Net (earnings) loss attributable to noncontrolling interests

( 37 ) 67 2,027

Net earnings attributable to Match Group, Inc.

$ 551,276 $ 651,539 $ 361,946

Net earnings per share from continuing operations:

Basic $ 2.12 $ 2.36 $ 1.29

Diluted $ 2.02 $ 2.26 $ 1.25

Net (income) loss attributable to noncontrolling interests

Net income attributable to Match Group, Inc.

Net earnings per share attributable to Match Group, Inc.

shareholders:

Basic $ 2.12 $ 2.36 $ 1.28

Diluted $ 2.02 $ 2.26 $ 1.24

Stock-based compensation expense by function:

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Years Ended December 31,

2024 2023 2022

(In thousands)

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

Other comprehensive loss, net of tax

Other comprehensive income (loss), net of tax

Change in foreign currency translation adjustment

( 64,172 ) ( 16,279 ) ( 146,361 )

Total other comprehensive loss ( 64,172 ) ( 16,279 ) ( 146,361 )

Total other comprehensive income (loss)

Comprehensive income

Comprehensive (income) loss attributable to noncontrolling interests:

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

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

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

Comprehensive (income) loss attributable to noncontrolling

Net (income) loss attributable to noncontrolling interests

Change in foreign currency translation adjustment attributable

to noncontrolling interests

Comprehensive (income) loss attributable to noncontrolling

Comprehensive income attributable to Match Group, Inc.

shareholders $ 487,136 $ 635,250 $ 216,518

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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Shareholders’ Equity

Common Stock $ 0.001 Par Value

$ 0.001 Par Value

Noncontrolling

Interests $ Shares Additional Paid-in Capital Retained (Deficit) Earnings Accumulated

Comprehensive

Loss Treasury Stock Total

Match Group, Inc.

Shareholders’

Equity Noncontrolling

Interests Total

Noncontrolling

Shareholders’

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Balance as of December 31, 2022

Net (loss) earnings for the year ended December 31, 2022 ( 2,661 ) — — — 361,946 — — 361,946 634 362,580

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

$ ( 7,782,568 )

$ ( 369,182 )

$ ( 482,049 )

$ ( 359,875 )

$ ( 358,881 )

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

Other comprehensive (loss) income, net of tax

Stock-based compensation expense

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

Issuance of Match Group common stock pursuant to stock-

based awards, net of withholding taxes and employee stock

purchase plan

Purchase of treasury stock

Adjustment of redeemable noncontrolling interests to fair value

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

Purchase of redeemable noncontrolling interests

Adjustment of redeemable noncontrolling interests to fair

Adjustment to noncontrolling interests to fair value

Purchase of noncontrolling interest

— — — 6,791 — — — 6,791 ( 23,693 ) ( 16,902 )

Noncontrolling interests created by the exercise of subsidiary denominated equity award — — — ( 844 ) — — — ( 844 ) 844 —

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

Other — — — 2,543 — — — 2,543 — 2,543

Noncontrolling interests created by the exercise of subsidiary

denominated equity award

Balance as of December 31, 2023

$ ( 7,131,029 )

$ ( 385,471 )

$ ( 1,032,538 )

MATCH GROUP, INC.

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Shareholders’ Equity

Common Stock $ 0.001 Par Value

$ 0.001 Par Value

Noncontrolling

Interests $ Shares Additional Paid-in Capital Retained (Deficit) Earnings Accumulated

Comprehensive

Loss Treasury Stock Total

(Loss) Income

Match Group, Inc.

Shareholders’

Equity Noncontrolling

Interests Total

Noncontrolling

Shareholders’

1 unchanged sentence

Balance as of December 31, 2023

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

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

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

Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes

$ ( 7,131,029 )

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

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

Adjustment of redeemable noncontrolling interests to fair value

$ ( 385,471 )

$ ( 1,032,538 )

Net income for the year ended December 31, 2024

Other comprehensive loss, net of tax

Stock-based compensation expense

Issuance of Match Group common stock pursuant to stock-

based awards, net of withholding taxes, and employee

stock purchase plan

Dividends and dividend equivalents declared ( $ 0.19 per share

of Common Stock and Restricted Stock Units)

Dividend equivalents payable

Purchase of treasury stock

Adjustment of noncontrolling interests to fair value

Purchase of noncontrolling interest

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

Other — — — ( 6 ) — — — ( 6 ) — ( 6 )

Noncontrolling interest created by the exercise of subsidiary

denominated equity award

Balance as of December 31, 2024

Net earnings for the year ended December 31, 2024

$ ( 6,579,753 )

Other comprehensive loss, net of tax

$ ( 449,611 )

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

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

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

$ ( 1,791,071 )

Net income for the year ended December 31, 2025

Other comprehensive income (loss), net of tax

Stock-based compensation expense

Issuance of Match Group common stock pursuant to stock-

based awards, net of withholding taxes, and employee

stock purchase plan

Dividends and dividend equivalents declared ( $ 0.76 per share

of Common Stock and Restricted Stock Units)

Dividend equivalents payable

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Purchase of noncontrolling interest

Noncontrolling interest created by the exercise of subsidiary denominated equity award — — — — — — — — 150 150

Other — — — ( 1 ) — — — ( 1 ) ( 27 ) ( 28 )

Noncontrolling interest created by the exercise of subsidiary

denominated equity award

Balance as of December 31, 2025

$ ( 5,966,307 )

$ ( 422,620 )

$ ( 2,585,892 )

$ ( 253,504 )

$ ( 253,396 )

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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Years Ended December 31,

2024 2023 2022

(In thousands)

Cash flows from operating activities attributable to continuing operations:

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

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

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

Adjustments to reconcile net earnings from continuing operations to net cash provided by operating activities attributable to continuing operations:

Adjustments to reconcile net income to net cash provided by operating

Stock-based compensation expense

Depreciation 87,499 61,807 43,594

Impairments and amortization of intangibles

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Accounts receivable

Other assets 25,337 25,055 59,584

Accounts payable and other liabilities

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Deferred revenue

Net cash provided by operating activities attributable to continuing operations

932,719 896,791 525,688

Cash flows from investing activities attributable to continuing operations:

Net cash provided by operating activities

Cash flows from investing activities:

Capital expenditures

Other, net ( 7,960 ) ( 9,169 ) ( 22,577 )

Net cash used in investing activities attributable to continuing operations

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

Cash flows from financing activities attributable to continuing operations:

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from Senior Notes offerings

Principal payments on Term Loan

Payments to settle exchangeable notes

— — ( 176,310 )

Proceeds from the settlement of exchangeable note hedges

Payments to settle warrants related to exchangeable notes

— — ( 7,482 )

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

Withholding taxes paid on behalf of employees on net settled stock-based awards ( 11,441 ) ( 5,933 ) ( 109,256 )

Debt issuance costs

Proceeds from issuance of common stock pursuant to stock-based

awards and employee stock purchase plan

Withholding taxes paid on behalf of employees on net settled stock-

Purchase of treasury stock

Purchase of noncontrolling interests

Other, net ( 6,482 ) 19 129

Net cash used in financing activities attributable to continuing operations

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

Total cash provided by (used in) continuing operations 115,877 286,142 ( 235,187 )

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 12,324 ) 3,782 ( 7,809 )

Net increase (decrease) in cash, cash equivalents, and restricted cash 103,553 289,924 ( 242,996 )

Net cash used in financing activities

Total cash provided

Effect of exchange rate changes on cash, cash equivalents, and restricted

Net increase in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash at beginning of period

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NOTE 1—ORGANIZATION

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

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

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.

Match Group has four operating segments, Tinder, Hinge, Evergreen and Emerging,

and Match Group Asia (“MG Asia”).

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

and its subsidiaries, unless the context indicates otherwise.

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The Company prepares its consolidated financial statements in accordance with U.S.

generally accepted accounting principles (“GAAP”).

The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company, and all entities in which the Company has a controlling financial interest.

generally accepted

accounting principles (“GAAP”).

The consolidated financial statements include the accounts of the Company, all

entities that are wholly-owned by the Company, and all entities in which the Company has a controlling financial

Intercompany transactions and accounts have been eliminated.

Accounting for Investments in Equity Securities

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

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

A security will be considered identical or similar if it has identical or similar rights to the equity securities held by the Company.

The Company reviews its investments in equity securities without readily determinable fair values for impairment each reporting period when there are qualitative factors or events that indicate possible impairment.

Factors we consider in making this determination include negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors.

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

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

Investments in equity securities, other than those of our consolidated subsidiaries, are accounted for at fair

value or under the measurement alternative of the Financial Accounting Standards Board’s (“FASB”) equity

securities guidance, with any changes to fair value recognized within other income, net each reporting period.

Under the measurement alternative, equity investments without readily determinable fair values are carried at

cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly

transactions for identical or similar securities of the same issuer, the value of which is generally determined

based on a market approach as of the transaction date.

A security will be considered identical or similar if it has

identical or similar rights to the equity securities held by the Company.

The Company reviews its investments in

equity securities without readily determinable fair values for impairment each reporting period when there are

qualitative factors or events that indicate possible impairment.

Factors we consider in making this determination

include negative changes in industry and market conditions, financial performance, business prospects, and

other relevant events and factors.

When indicators of impairment exist, the Company prepares quantitative

assessments of the fair value of our investments in equity securities, which require judgment and the use of

When our assessment indicates that the fair value of the investment is below its carrying value, the

Company writes down the investment to its fair value and records the corresponding charge within other

income, net .

Accounting Estimates

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 amounts of assets, liabilities, revenue, and expenses and the related disclosure of contingent assets and liabilities.

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 amounts of assets, liabilities, revenue, and expenses and the related

disclosure of contingent assets and liabilities.

Actual results could differ from these estimates.

On an ongoing basis, the Company evaluates its estimates and judgments including those related to:

the fair values of cash equivalents;

the carrying value of accounts receivable, including the determination of the allowance for credit losses;

the determination of revenue reserves;

fair values of cash equivalents;

the carrying value of accounts receivable, including the determination of the

allowance for credit losses;

the carrying value of right-of-use assets (“ROU assets”);

the useful lives and recoverability of definite-lived intangible assets and property and equipment;

the recoverability of goodwill and indefinite-lived intangible assets;

the useful lives and

recoverability of definite-lived intangible assets and property and equipment;

the recoverability of goodwill and

indefinite-lived intangible assets;

the fair value of equity securities without readily determinable fair values;

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the valuation allowance for deferred income tax assets;

and the fair value of and forfeiture rates for stock-based awards, among others.

The Company bases its estimates and judgments on historical experience, its forecasts and budgets, and other factors that the Company considers relevant.

value of and forfeiture rates for stock-based awards, among others.

The Company bases its estimates and

judgments on historical experience, its forecasts and budgets, and other factors that the Company considers

MATCH GROUP, INC.

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Revenue Recognition

The Company accounts for a contract with a customer when it has approval and commitment from all parties, the rights of the parties and payment terms are identified, the contract has commercial substance, and collectability of consideration is probable.

Revenue is recognized when control of the promised services is transferred to our customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

The Company accounts for a contract with a customer when it has approval and commitment from all

parties, the rights of the parties and payment terms are identified, the contract has commercial substance, and

collectability of consideration is probable.

Revenue is recognized when control of the promised services is

transferred to our customers and in an amount that reflects the consideration the Company expects to be

entitled to in exchange for those services.

The Company’s revenue is primarily derived directly from users in the form of recurring subscriptions.

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

Subscribers pay in advance, primarily by credit card or through mobile app stores, and, subject to certain conditions identified in our terms and conditions, generally all purchases are final and nonrefundable.

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

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

Subscribers pay in advance,

primarily by credit card or through mobile app stores, and, subject to certain conditions identified in our terms

and conditions, generally all purchases are final and nonrefundable.

Revenue is initially deferred and is

recognized using the straight-line method over the term of the applicable subscription period, which generally

ranges from one week to six months .

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

carte features.

Online advertising revenue is recognized when an advertisement is displayed.

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

Revenue associated with offline events is recognized when each event occurs.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed.

Revenue from the

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

Revenue associated with offline events is

recognized when each event occurs.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an

original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to

unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance,

and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice

for services performed.

Transaction Price

The objective of determining the transaction price is to estimate the amount of consideration the Company is due in exchange for its services, including amounts that are variable.

The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate each reporting period.

The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers.

Accordingly, such tax amounts are not included as a component of revenue or cost of revenue.

For contracts that have an original duration of one year or less, the Company does not consider the time value of money.

The objective of determining the transaction price is to estimate the amount of consideration the Company

is due in exchange for its services, including amounts that are variable.

The Company determines the total

transaction price, including an estimate of any variable consideration, at contract inception and reassesses this

estimate each reporting period.

The Company excludes from the measurement of transaction price all taxes assessed by governmental

authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii)

collected from customers.

Accordingly, such tax amounts are not included as a component of revenue or cost of

For contracts that have an original duration of one year or less, the Company does not consider the time

value of money.

Assets Recognized from the Costs to Obtain a Contract with a Customer

The Company has determined that certain costs, primarily mobile app store fees, meet the requirements to be capitalized as a cost of obtaining a contract.

The Company recognizes an asset for these costs if we expect to recover those costs.

The Company has determined that certain costs, primarily mobile app store fees, meet the requirements to

be capitalized as a cost of obtaining a contract.

The Company recognizes an asset for these costs if we expect to

recover those costs.

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

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

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

The contract asset balances at December 31, 2024, 2023, and 2022 related to costs to obtain a contract are $ 28.6 million, $ 33.1 million, and $ 38.2 million, respectively, included in “Other current assets” in the accompanying consolidated balance sheet.

Accounts Receivables, Net of Allowance for Credit Losses and Revenue Reserves

Specifically,

the Company capitalizes and amortizes mobile app store fees as revenue is recognized for both subscription and

à la carte features.

During the years ended December 31, 2025 and 2024 , the Company recognized expense of $ 692.7 million

and $ 696.6 million , respectively, related to the amortization of these costs.

The contract asset balances at

December 31, 2025 , 2024 , and 2023 related to costs to obtain a contract are $ 23.2 million , $ 28.6 million , and

$ 33.1 million , respectively, included in “Other current assets” in the accompanying consolidated balance sheet.

Accounts Receivables, Net of Allowance for Credit Losses

The majority of our users purchase our services through mobile app stores.

At December 31, 2024, two mobile app stores accounted for approximately 78 % and 16 %, respectively, of our gross accounts receivables.

At December 31, 2025 , two

mobile app stores accounted for approximately 74 % and 19 % , respectively, of our gross accounts receivables.

The comparable amounts at December 31, 2024 were 78 % and 16 % , respectively.

We evaluate the credit worthiness of these two mobile app stores on an ongoing basis and do not require collateral from these entities.

We evaluate the credit

worthiness of these two mobile app stores on an ongoing basis and do not require collateral from these entities.

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

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

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

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

The amounts of these reserves are based primarily upon historical experience.

We generally collect these balances

within 3 to 5 days following the purchase.

The Company also maintains allowances to reserve for potential

credits issued to users or other revenue adjustments.

The amounts of these reserves are based primarily upon

historical experience.

Accounts receivable related to indirect revenue include amounts billed and currently due from customers.

The Company maintains an allowance for credit losses to provide for the estimated amount of accounts receivable that will not be collected.

The allowance for credit losses is based upon historical collection trends adjusted for economic conditions using reasonable and supportable forecasts.

The time between the Company issuance of an invoice and payment due date is not significant;

customer payments that are not collected in advance of the transfer of promised services are generally due no later than 30 days from invoice date.

The Company maintains an allowance for credit losses to provide for the estimated amount of accounts

receivable that will not be collected.

The allowance for credit losses is based upon historical collection trends

adjusted for economic conditions using reasonable and supportable forecasts.

The time between the Company

issuance of an invoice and payment due date is not significant;

customer payments that are not collected in

advance of the transfer of promised services are generally due no later than 30 days from invoice date.

Deferred Revenue

Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance.

The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period.

The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of our performance obligation is one year or less.

The deferred revenue balances are $ 166.1 million, $ 211.3 million, and $ 252.7 million at December 31, 2024, 2023, and 2022, respectively.

During the years ended December 31, 2024 and 2023, the Company recognized $ 211.3 million and $ 252.7 million of revenue that was included in the deferred revenue balance as of December 31, 2023 and 2022, respectively.

At December 31, 2024 and 2023, there is no non-current portion of deferred revenue.

Deferred revenue consists of advance payments that are received or are contractually due in advance of

the Company’s performance.

The Company’s deferred revenue is reported on a contract by contract basis at the

end of each reporting period.

The Company classifies deferred revenue as current when the term of the

applicable subscription period or expected completion of our performance obligation is one year or less.

deferred revenue balances are $ 151.3 million , $ 166.1 million , and $ 211.3 million at December 31, 2025 , 2024 ,

and 2023 , respectively.

During the years ended December 31, 2025 and 2024 , the Company recognized $ 166.1

million and $ 211.3 million of revenue that was included in the deferred revenue balance as of December 31,

2024 and 2023 , respectively.

At December 31, 2025 and 2024 , there is no non-current portion of deferred

Disaggregation of Revenue

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For the Years Ended December 31,

2024 2023 2022

(In thousands)

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Indirect Revenue (principally advertising revenue)

61,395 56,373 58,622

Total Revenue

Direct Revenue:

Tinder $ 1,940,619 $ 1,917,629 $ 1,794,467

Hinge 550,435 396,485 283,668

Evergreen & Emerging (a)

642,988 691,426 730,372

Match Group Asia (b)

283,936 302,591 321,714

Total Direct Revenue

______________________

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

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

demographically focused brands.

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

Cash and Cash Equivalents

Cash and cash equivalents include cash and short-term investments, with maturities of less than 91 days from the date of purchase.

Domestically, cash equivalents primarily consist of (i) AAA rated government money market funds and (ii) time deposits.

Internationally, cash equivalents primarily consist of (i) time deposits and (ii) money market funds.

Cash and cash equivalents include cash and short-term investments, with maturities of less than 91 days

from the date of purchase.

Domestically, cash equivalents primarily consist of (i) AAA rated government money

market funds and (ii) time deposits.

Internationally, cash equivalents primarily consist of (i) time deposits and (ii)

money market funds .

MATCH GROUP, INC.

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Property and equipment, including significant improvements, are recorded at cost.

Repairs and maintenance costs are expensed as incurred.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets or, in the case of leasehold improvements, the lease term, if shorter.

Asset Category Estimated

Buildings and building improvements 10 to 39 years

Computer equipment and capitalized software 2 to 3 years

Furniture and other equipment 5 years

Leasehold improvements 6 to 10 years

The Company capitalizes certain internal use software costs including external direct costs utilized in developing or obtaining the software and compensation for personnel directly associated with the development of the software.

Capitalization of such costs begins when the preliminary project stage is complete and ceases when the project is substantially complete and ready for its intended purpose.

The net book value of capitalized internal use software is $ 60.2 million and $ 85.5 million at December 31, 2024 and 2023, respectively.

maintenance costs are expensed as incurred.

Depreciation is computed using the straight-line method over the

estimated useful lives of the assets or, in the case of leasehold improvements, the lease term, if shorter.

Asset Category

Buildings and building improvements

10 to 39 years

Computer equipment and capitalized software

Furniture and other equipment

Leasehold improvements

6 to 10 years

The Company capitalizes certain internal use software costs including external direct costs utilized in

developing or obtaining the software and compensation for personnel directly associated with the development

of the software.

Capitalization of such costs begins when the preliminary project stage is complete and ceases

when the project is substantially complete and ready for its intended purpose.

The net book value of capitalized

internal use software is $ 68.6 million and $ 60.2 million at December 31, 2025 and 2024 , respectively.

Business Combinations

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 Company typically engages outside valuation experts to assist in the allocation of purchase price to the identifiable intangible assets acquired, but management has ultimate responsibility for the valuation methods, models, and inputs used and the resulting purchase price allocation.

The excess purchase price over the net tangible and identifiable intangible assets is recorded as goodwill and 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 Company typically engages outside valuation

experts to assist in the allocation of purchase price to the identifiable intangible assets acquired, but

management has ultimate responsibility for the valuation methods, models, and inputs used and the resulting

purchase price allocation.

The excess purchase price over the net tangible and identifiable intangible assets is

recorded as goodwill and assigned to the reporting unit that is expected to benefit from the combination as of

the acquisition date.

Goodwill and Indefinite-Lived Intangible Assets

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

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.

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

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

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

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

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

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 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.

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 Match Group Asia and Evergreen & Emerging segments.

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.

Long-Lived Assets and Intangible Assets with Definite Lives

Long-lived assets, which consist of ROU assets, property and equipment, and intangible assets with definite

lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value

of an asset group may not be recoverable.

The carrying value of a long-lived asset or asset group is not

recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual

disposition of the asset 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 long-lived asset group exceeds its fair value.

Amortization of definite-lived intangible assets is computed either on a straight-line basis or based on the

pattern in which the economic benefits of the asset will be realized.

During the year ended December 31, 2024,

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Long-Lived Assets and Intangible Assets with Definite Lives

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

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

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

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

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

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

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.

Fair Value Measurements

The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability.

The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that

prioritizes the inputs used in pricing the asset or liability.

The three levels of the fair value hierarchy are:

Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets.

Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data.

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

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

Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities.

The Company’s non-financial assets, such as goodwill, intangible assets, ROU assets, and property and equipment, are adjusted to fair value only when an impairment is recognized.

The Company’s financial assets, comprising of equity securities without readily determinable fair values, are adjusted to fair value when observable price changes are identified or an impairment is recognized.

Such fair value measurements are based predominantly on Level 3 inputs.

Observable inputs obtained from independent sources, such as quoted market prices for

identical assets and liabilities in active markets.

Other inputs, which are observable directly or indirectly, such as quoted market prices for

similar assets or liabilities in active markets, quoted market prices for identical or similar assets or

liabilities in markets that are not active, and inputs that are derived principally from or corroborated by

observable market data.

The fair values of the Company’s Level 2 financial assets are primarily obtained

from observable market prices for identical underlying securities that may not be actively traded.

Certain of these securities may have different market prices from multiple market data sources, in

which case an average market price is used.

Unobservable inputs for which there is little or no market data and require the Company to

develop its own assumptions, based on the best information available in the circumstances, about the

assumptions market participants would use in pricing the assets or liabilities.

The Company’s non-financial assets, such as goodwill, intangible assets, ROU assets, and property and

equipment, are adjusted to fair value only when an impairment is recognized.

The Company’s financial assets,

comprising of equity securities without readily determinable fair values, are adjusted to fair value when

observable price changes are identified or an impairment is recognized.

Such fair value measurements are based

predominantly on Level 3 inputs.

Advertising Costs

Advertising costs are expensed in the period incurred (when the advertisement first runs for production costs that are initially capitalized) and represent online marketing, including fees paid to search engines and social media sites, and offline marketing.

Advertising expense is $ 546.8 million, $ 519.6 million and $ 474.9 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Advertising costs are expensed in the period incurred (when the advertisement first runs for production

costs that are initially capitalized) and represent online marketing, including fees paid to search engines and

social media sites, and offline marketing.

Advertising expense is $ 550.4 million , $ 546.8 million and $ 519.6 million

for the years ended December 31, 2025 , 2024 , and 2023 , respectively.

Legal costs are expensed as incurred.

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

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.

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We are 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.

The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial reporting amounts of existing assets and liabilities and their respective tax bases.

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.

A valuation allowance is provided if it is determined that it is more likely than not that the deferred tax asset will not be realized.

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.

The Company records interest and penalties related to uncertain tax positions as a component of income tax expense.

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.

Earnings Per Share

Basic earnings per share is computed by dividing net earnings attributable to Match Group shareholders by the weighted average number of common shares outstanding during the period.

Diluted earnings per share reflects the potential dilution that could occur from stock options and other commitments to issue common stock using the treasury stock or the as if converted methods, as applicable.

See “Note 10—Earnings per Share” for additional information on dilutive securities.

Basic earnings per share is computed by dividing net income attributable to Match Group shareholders by

the weighted average number of common shares outstanding during the period.

Diluted earnings per share

reflects the potential dilution that could occur from restricted stock units (“RSUs”), stock options and other

commitments to issue common stock using the treasury stock or the as if converted methods, as applicable.

“ Note 9—Earnings per Share ” for additional information on dilutive securities.

Foreign Currency Translation and Transaction Gains and Losses

The financial position and operating results of foreign entities whose primary economic environment is based on their local currency are consolidated using the local currency as the functional currency.

These local currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local currency revenue and expenses of these operations are translated at average rates of exchange during the period.

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

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

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

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

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

The financial position and operating results of foreign entities whose primary economic environment is

based on their local currency are consolidated using the local currency as the functional currency.

currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local

currency revenue and expenses of these operations are translated at average rates of exchange during the

Translation gains and losses are included in accumulated other comprehensive income as a component

of shareholders’ equity.

Transaction gains and losses resulting from assets and liabilities denominated in a

currency other than the functional currency are included in the consolidated statement of operations as a

component of “other (expense) income, net.” See “ Note 15—Consolidated Financial Statement Details ” for

additional information regarding foreign currency exchange gains and losses.

Translation gains and losses relating to foreign entities that are liquidated or substantially liquidated are

reclassified out of accumulated other comprehensive loss into income.

A gain of $ 0.8 million and less than

$ 0.1 million during the years ended December 31, 2025 and 2024, respectively, is included in “other income,

net” in the accompanying consolidated statement of operations.

There were no such gains or losses for the year

ended December 31, 2023.

Stock-Based Compensation

Stock-based compensation is measured at the grant date based on the fair value of the award and is generally expensed over the requisite service period.

See “Note 11—Stock-based Compensation” for a discussion of the Company’s stock-based compensation plans.

Redeemable Noncontrolling Interests

Noncontrolling interests in the consolidated subsidiaries of the Company are ordinarily reported on the consolidated balance sheet within shareholders’ equity, separately from the Company’s equity.

However, securities that are redeemable at the option of the holder and not solely within the control of the issuer must be classified outside of shareholders’ equity.

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

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

Stock-based compensation is measured at the grant date based on the fair value of the award and is

generally expensed over the requisite service period.

See “ Note 10—Stock-based Compensation ” for a discussion

of the Company’s stock-based compensation plans.

Certain Risks and Concentrations

The Company’s business is subject to certain risks and concentrations, including dependence on third-party

technology providers, exposure to risks associated with online commerce security, and credit card fraud.

Financial instruments, which potentially subject the Company to concentration of credit risk, consist

primarily of cash and cash equivalents.

Cash and cash equivalents are principally maintained with financial

institutions and are not covered by deposit insurance.

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The Company is party to fair value put and call arrangements with respect to these interests.

These put and call arrangements allow management of these businesses to require the Company to purchase their interests, or allow the Company to acquire such interests, at fair value.

These put and call arrangements do not meet the definition of a derivative instrument as the put agreements do not provide for net settlement.

These put and call arrangements become exercisable by the Company and the counterparty at various future dates.

One of these arrangements was exercised during the year ended December 31, 2023.

These put arrangements are exercisable by the counterparty outside the control of the Company.

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

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

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

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

Certain Risks and Concentrations

The Company’s business is subject to certain risks and concentrations, including dependence on third-party technology providers, exposure to risks associated with online commerce security, and credit card fraud.

Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents.

Cash and cash equivalents are principally maintained with financial institutions and are not covered by deposit insurance.

Recent Accounting Pronouncements

Accounting pronouncements adopted by the Company

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

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

Additionally, ASU No.

2023-07 requires the disclosure of the title and position of the Chief Operating Decision Maker.

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

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

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

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

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-09, which requires

additional disclosures around the income tax rate reconciliation and income taxes paid.

The new standard is

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

An entity may apply the

amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31,

2025 and continuing to provide the pre-ASU No.

2023-09 disclosures for the prior periods, or may apply the

amendments retrospectively by providing the revised disclosures for all periods presented.

We adopted the new

standard on a retrospective basis with the additional required disclosures included in Note 3—Income Taxes .

Accounting pronouncements not yet adopted by the Company

In December 2023, the FASB issued ASU No.

2023-09, which focuses on the income tax rate reconciliation and income taxes paid.

2023-09 requires a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold on an annual basis.

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

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

Early adoption is permitted.

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

2023-09 disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented.

We expect ASU No.

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

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

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In November 2024, the FASB issued ASU No.

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

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

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

2024-03, which requires more detailed disclosures about

specified categories of expenses, including employee compensation, within certain expense captions presented

on the face of the income statement and to disclose selling expenses.

2024-03 is effective for our

annual reporting on Form 10-K for the year ended December 31, 2027 and within interim periods beginning on

our Form 10-Q for the quarter ended March 31, 2028.

The new standard may be applied prospectively or

retrospectively, and early adoption is permitted.

We expect ASU No.

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

We are currently evaluating when we will adopt the ASU.

2024-03 to only impact our disclosures with

no impacts to our results of operations, cash flows, and financial condition.

We are currently evaluating when we

will adopt the ASU.

In November 2024, the FASB issued ASU No.

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

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

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

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

We are currently evaluating ASU No.

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

2024-04, which clarifies the requirements for determining

whether certain settlements of convertible debt instruments should be accounted for as induced conversions or

extinguishment of convertible debt.

2024-04 is effective for our annual reporting on Form 10-K for the

year ended December 31, 2026.

The new standard may be applied prospectively or retrospectively, and early

adoption is permitted.

We intend to adopt ASU No.

2024-04 for the year ended December 31, 2026.

adoption will only impact our results of operations and financial condition to the extent we have an induced

conversion or extinguishment of our convertible debt.

In September 2025, the FASB issued ASU No.

2025-06, which updates the accounting for internal use

The ASU updates the criteria that must be met for entities to begin capitalizing software costs.

2025-06 is effective for the Company starting January 1, 2028.

The new standard may be adopted prospectively,

retrospectively, or via modified prospective transition method, and early adoption is permitted.

We are currently

evaluating ASU No.

2025-06 and its impact on our results of operations, cash flows, and financial condition and

evaluating when we will adopt the ASU.

Reclassifications

1 unchanged sentence

NOTE 3—INCOME TAXES

and foreign earnings (loss) from continuing operations before income taxes are as follows:

and foreign income before income taxes are as follows:

Years Ended December 31,

2024 2023 2022

(In thousands)

$ 677,842 $ 708,333 $ 651,406

Foreign 26,214 68,448 ( 273,915 )

Total $ 704,056 $ 776,781 $ 377,491

The components of the provision (benefit) for income taxes are as follows:

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The components of the income tax provision (benefit) are as follows:

Years Ended December 31,

2024 2023 2022

(In thousands)

Current income tax provision:

Federal $ 106,510 $ 54,523 $ 5,703

State 18,039 16,136 4,069

Foreign 43,146 28,038 35,542

Current income tax provision

Deferred income tax (benefit) provision:

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

State ( 5,916 ) ( 669 ) 6,076

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

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

Deferred income tax provision (benefit):

Deferred income tax provision (benefit)

Income tax provision

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

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

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

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 impacting 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.

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

research expenditures.

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 international tax framework, including the Pillar II minimum tax

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.

Cash paid for income taxes, net of refunds received, by jurisdiction are as follows:

Years Ended December 31,

(In thousands)

State and Local

Total Foreign

Total income taxes paid, net of refunds received

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

The valuation allowance is primarily related to deferred tax assets for foreign net operating losses.

The tax effects of cumulative temporary differences that give rise to significant portions of the deferred

tax assets and deferred tax liabilities are presented below.

The valuation allowance is primarily related to

deferred tax assets for foreign net operating losses.

(In thousands)

7 unchanged sentences

Exchangeable notes

Other 30,295 34,822

Lease liabilities

Total deferred tax assets

5 unchanged sentences

Property and equipment

Other ( 3,546 ) ( 5,610 )

Total deferred tax liabilities

Net deferred tax assets

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

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

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

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

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

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

Of these foreign NOLs, $ 133.2 million can be carried forward indefinitely and $ 529.6 million will expire at various times between 2025 and 2041.

Foreign NOLs of $ 558.4 million can be used against future taxable income without restriction and the remaining NOLs are subject to limitation under each respective taxing jurisdiction’s law.

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

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

Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of

assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when the

taxes are paid or recovered.

At December 31, 2025 , the Company has federal and state net operating losses (“NOLs”) of $ 5.0 million

and $ 141.2 million , respectively.

While subject to limitation under Section 382 of the Internal Revenue code,

federal NOLs of $ 5.0 million are expected to be used through 2037.

Of the state NOLs, $ 1.3 million can be carried

forward indefinitely and $ 139.9 million will expire at various times between 2026 and 2045.

State NOLs of

$ 100.4 million can be used against future taxable income without restriction and the remaining NOLs are subject

to separate return limitations under applicable state law.

At December 31, 2025 , the Company has foreign NOLs

of $ 625.4 million available to offset future income.

Of these foreign NOLs, $ 108.9 million can be carried forward

indefinitely and $ 516.5 million will expire at various times between 2026 and 2042 .

Foreign NOLs of

$ 564.6 million can be used against future taxable income without restriction and the remaining NOLs are subject

to limitation under each respective taxing jurisdiction’s law.

During 2025 , the Company recognized tax benefits

related to NOLs of $ 1.1 million .

At December 31, 2025 , the Company has foreign disallowed interest

carryforwards of $ 51.7 million that can be carried forward indefinitely and can be used against future taxable

At December 31, 2025 , the Company has tax credit carryforwards of $ 65.3 million .

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

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

Of this amount, $ 63.6

million relates to state and foreign tax credits for research activities, of which $ 6.3 million will expire at various

times between 2032 and 2045.

Additionally, the Company has $ 1.7 million of other credits, primarily consisting

of foreign employment tax credits which expire at various times between 2031 and 2032.

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

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

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

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

A reconciliation of the income tax provision to the amounts computed by applying the statutory federal income tax rate to earnings before income taxes is shown as follows:

The Company regularly assesses the realizability of deferred tax assets considering all available evidence,

including, to the extent applicable, the nature, frequency, and severity of prior cumulative losses, forecasts of

future taxable income, tax filing status, the duration of statutory carryforward periods, available tax planning

and historical experience.

During the year ended December 31, 2025 , we recorded a $ 4.5 million net increase to the valuation

allowance, primarily related to an increase in the foreign disallowed interest carryforwards.

At December 31,

2025 , the Company had a valuation allowance of $ 161.2 million related to the portion of NOLs, credits, and other

deferred tax assets for which it is more likely than not that the tax benefit will not be realized.

A reconciliation of the U.S.

federal statutory income tax rate to our effective tax rate is as follows:

Years Ended December 31,

2024 2023 2022

(In thousands)

Income tax provision at the federal statutory rate of 21%

$ 147,852 $ 163,124 $ 79,273

State income taxes, net of effect of federal tax benefit 16,466 15,689 14,454

Stock-based compensation 29,248 32,270 ( 27,941 )

Research credits ( 17,194 ) ( 10,373 ) ( 12,611 )

Income tax provision at the federal statutory rate

State income taxes, net of federal benefit (a)

Foreign tax effects

Change in valuation allowance

Other foreign jurisdictions

Effect of cross-border tax laws

Foreign derived intangible income deduction

Foreign tax credits

Research credits

Change in valuation allowance

Foreign income taxed at a different statutory rate 4,637 6,680 ( 4,104 )

Withholding taxes 302 891 8,922

Change in uncertain tax positions ( 1,376 ) ( 5,804 ) ( 10,694 )

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

Nontaxable or nondeductible items

Stock-based compensation

Changes in uncertain tax positions

Income tax provision

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

income derived from foreign sources and research credits.

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

______________________

(a) The majority (greater than 50%) of the tax effect in this category was made up of New Jersey, New York,

and New York City in 2025;

Illinois, New Jersey, New York, New York City, and Pennsylvania in 2024;

California, Illinois, New Jersey, New York, Pennsylvania and South Carolina in 2023.

The 2025 income tax provision was impacted by benefits from a lower tax rate on U.S.

income derived

from foreign sources and research credits.

The 2024 income tax provision was impacted by nondeductible stock-based compensation and state

income taxes partially offset by benefits from a lower tax rate on U.S.

income derived from foreign sources and

research credits.

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

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.

The 2022 income tax provision benefited primarily from (i) excess tax benefits generated by the exercise and vesting of stock-based awards, (ii) the release of a valuation allowance on certain foreign deferred tax assets that we now 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.

income derived from

foreign sources, and (iii) the generation of research credits.

These benefits were partially offset by state income

taxes and nondeductible stock-based compensation.

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A reconciliation of the beginning and ending amount of unrecognized tax benefits, including penalties but excluding interest, is as follows:

2024 2023 2022

A reconciliation of the beginning and ending amount of unrecognized tax benefits, including penalties but

excluding interest, is as follows:

(In thousands)

3 unchanged sentences

Reductions for tax positions of prior years

Settlements ( 9,615 ) ( 852 ) ( 2,139 )

Expiration of applicable statute of limitations

Balance at December 31

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

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

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

Match Group is routinely under audit by federal, state, local, and foreign authorities in the area of income tax.

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

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

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

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

Although we believe that we have adequately reserved for our uncertain tax positions, the final tax outcome of these matters may vary significantly from our estimates.

At December 31, 2024 and 2023, unrecognized tax benefits, including interest, were $ 50.3 million and $ 45.8 million, respectively.

If unrecognized tax benefits at December 31, 2024 are subsequently recognized, $ 46.6 million, net of related deferred tax assets and interest, would reduce income tax expense.

The comparable amount as of December 31, 2023 was $ 41.0 million.

The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $ 0.1 million by December 31, 2025, primarily due to settlements and expirations of statutes of limitations.

Generally, our ability to distribute the $ 260.0 million cash and cash equivalents held by our foreign subsidiaries at December 31, 2024 is limited to that subsidiary’s distributable reserves and after considering other corporate legal restrictions.

The remaining excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries is indefinitely reinvested, and the determination of any deferred tax liability on this amount is not practicable.

NOTE 4—DISCONTINUED OPERATIONS

Separation of Match Group and IAC

On June 30, 2020, the companies formerly known as Match Group, Inc.

(referred to as “Former Match Group”) and IAC/InterActiveCorp (referred to as “Former IAC”) completed the separation of the Company from IAC through a series of transactions that resulted in two, separate public companies—(1) Match Group, which consists of the businesses of Former Match Group and certain financing subsidiaries previously owned by Former IAC, and (2) IAC/InterActiveCorp, formerly known as IAC Holdings, Inc.

(“IAC”), consisting of Former IAC’s businesses other than Match Group (the “Separation”).

As a result of the Separation, the operations of Former IAC businesses other than Match Group, and the related income tax effects in subsequent years, are presented as discontinued operations.

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

income tax provision.

Our income tax provision for each of the years ended December 31, 2025 , 2024 , and 2023 ,

includes an increase (decrease) of interest and penalti es of $ 2.0 million , $ 0.7 million , and $( 0.3 ) million ,

respe ctively.

At December 31, 2025 and 2024 , noncurrent income taxes payable include accrued interest and

penalties of $ 3.6 million and $ 1.6 million , respectively.

Match Group is routinely under audit by federal, state, local, and foreign authorities in the area of income

These audits include questioning the timing and the amount of income and deductions and the allocation of

income and deductions among various tax jurisdictions.

The Internal Revenue Service (“IRS”) has substantially

completed its audit of the Company’s federal income tax returns for years through December 31, 2019.

the 2020 and 2021 tax years are closed to assessment, adjustments to taxable income may still be made if it

impacts net operating loss or credit carryforwards coming out of that year.

Returns filed in various other

jurisdictions are open to examination for tax years beginning with 2015.

Although we believe that we have

adequately reserved for our uncertain tax positions, the final tax outcome of these matters may vary significantly

from our estimates.

At December 31, 2025 and 2024 , unrecognized tax benefits, including interest, were $ 64.0 million and

$ 50.3 million , respectively.

If unrecognized tax benefits at December 31, 2025 are subsequently recognized,

$ 58.5 million , net of related interest, would reduce income tax expense.

The comparable amount as of

December 31, 2024 was $ 46.6 million .

Generally, our ability to distribute the $ 339.9 million cash and cash equivalents held by our foreign

subsidiaries at December 31, 2025 is limited to that subsidiary’s distributable reserves and after considering

other corporate legal restrictions.

To the extent distributable from earnings, most foreign cash can be

repatriated without significant tax costs.

The remaining excess of the amount for financial reporting over the tax

basis of investments in foreign subsidiaries is indefinitely reinvested, and the determination of any deferred tax

liability on this amount is not practicable.

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Year Ended December 31, 2022

(In thousands)

Income tax provision $ ( 2,211 )

Loss from discontinued operations $ ( 2,211 )

NOTE 4—GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets, net, are as follows:

Goodwi ll and intangible assets, net, are as follows:

(In thousands)

Goodwill $ 2,310,730 $ 2,342,612

Intangible assets with indefinite lives

1 unchanged sentence

Total goodwill and intangible assets, net

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

Tinder Hinge Evergreen & Emerging MG Asia Total

The following table presents the balance of goodwill, including the changes in the carrying value of

goodwill, for the years ended December 31, 2025 and 2024 :

(In thousands)

Balance at December 31, 2023

$ — $ — $ — $ — $ 2,348,366

Additions — — — — 12,525

Foreign Exchange Translation

Balance at December 31, 2023

$ — $ — $ — $ — $ 2,342,612

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

Other Adjustments

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

1,532,968 512,846 182,517 91,401 —

Reallocation to segments in the third quarter

Foreign Exchange Translation

Balance at December 31, 2024

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

Foreign Exchange Translation

Balance at December 31, 2025

______________________

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

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

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

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

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

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

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

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

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

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

During the year ended December 31, 2024, in connection with our decision to terminate certain of our live

streaming services and our Hakuna app, we recognized impairment charges of $ 30.6 million related to indefinite-

and definite-lived intangible assets in the Match Group Asia and Evergreen & Emerging segments.

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

For assets with remaining cash flows,

the Company conducted discounted cash flow valuations.

The Company also reclassified an indefinite-lived

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

year ended December 31, 2024 because the asset is no longer considered to have an indefinite life.

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

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

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

At December 31, 2024 and 2023, intangible assets with definite lives are as follows:

December 31, 2025 and 2024 , intangible assets with definite lives are as follows:

December 31, 2025

Amount Accumulated

Amortization Net Weighted-Average

(In thousands)

1 unchanged sentence

Patent and technology

Trade names 104,463 ( 19,946 ) 84,517 7.9

Other 18 ( 18 ) — —

Total $ 248,687 $ ( 130,170 ) $ 118,517 7.1

$ ( 172,567 )

December 31, 2024

Amount Accumulated

Amortization Net Weighted-Average

(In thousands)

1 unchanged sentence

Patent and technology

Trade names 57,955 ( 10,010 ) 47,945 7.8

Other 20 ( 20 ) — —

Total $ 244,182 $ ( 121,489 ) $ 122,693 6.0

$ ( 130,170 )

At December 31, 2025 , amortization of intangible assets with definite lives is estimated to be as follows:

(In thousands)

2025 $ 36,991

2030 and thereafter

Total $ 118,517

NOTE 5—FINANCIAL INSTRUMENTS

Equity securities without readily determinable fair values

At December 31, 2025 and 2024 , the carrying value of the Company’s investments in equity securities

without readily determinable fair values totaled $ 33.3 million and $ 19.3 million , respectively, and is included in

“Other non-current assets” in the accompanying consolidated balance sheet.

The cumulative downward

adjustments (including impairments) and cumulative upward adjustments to the carrying value of equity

securities without readily determinable fair values held as of December 31, 2025 were $ 2.2 million and

$ 6.7 million , respectively.

For the year ended December 31, 2025 , we recognized impairments of $ 0.1 million

and upward adjustments of $ 6.7 million , which are included in “Other income (expense), net” in the

accompanying consolidated statement of operations.

For the year ended December 31, 2024 , there were no

adjustments , either downward or upward, to the carrying value of equity securities without readily determinable

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6—FINANCIAL INSTRUMENTS

Equity securities without readily determinable fair values

At December 31, 2024 and 2023, the carrying value of the Company’s investments in equity securities without readily determinable fair values totaled $ 19.3 million and $ 14.3 million, respectively, and is included in “Other non-current assets” in the accompanying consolidated balance sheet.

The cumulative downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values held as of December 31, 2024 were $ 2.1 million.

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

Fair Value Measurements

The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:

The fo llowing tables present the Company’s financial instruments that are measured at fair value on a

recurring basis:

December 31, 2025

2 unchanged sentences

Identical Assets

(Level 1) Significant Other Observable Inputs

(Level 2) Total

Significant Other

(In thousands)

4 unchanged sentences

Time deposits

Total $ 264,008 $ 125,734 $ 389,742

Intangible assets:

Digital assets (cost basis of $ 10,167 )

December 31, 2024

2 unchanged sentences

Identical Assets

(Level 1) Significant Other Observable Inputs

(Level 2) Total

Significant Other

(In thousands)

4 unchanged sentences

Time deposits

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

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Financial instruments measured at fair value only for disclosure purposes

The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes.

December 31, 2024 December 31, 2023

Carrying Value Fair Value Carrying Value Fair Value

The following table presents the carrying value and the fair value of financial instruments measured at fair

value only for disclosure purposes.

December 31, 2025

December 31, 2024

Carrying Value

(In thousands)

Current maturities of long-term debt, net (a)(b)

$ ( 423,580 )

$ ( 416,966 )

Long-term debt, net (a)(b)

1 unchanged sentence

$ ( 3,450,867 )

(a) At December 31, 2024 and 2023, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $ 26.0 million and $ 32.8 million, respectively.

(b) At December 31, 2024, the fair value of the outstanding 2026 Exchangeable Notes and 2030 Exchangeable Notes is $ 541.2 million and $ 498.0 million, respectively.

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

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

$ ( 3,848,983 )

$ ( 3,578,976 )

______________________

(a) At December 31, 2025 , the carrying value of current maturities of long-term debt, net includes

unamortized debt issuance costs of $ 0.3 million .

At December 31, 2025 and 2024 , the carrying value of

long-term debt, net includes unamortized original issue discount and debt issuance costs of $ 25.9

million and $ 26.0 million , respectively.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(b) At December 31, 2025 , the fair value of the outstanding 2026 Exchangeable Notes and 2030

Exchangeable Notes is $ 417.0 million and $ 517.0 million , respectively.

At December 31, 2024 , the fair

value of the outstanding 2026 Exchangeable Notes and 2030 Exchangeable Notes is $ 541.2 million and

$ 498.0 million , respectively.

At December 31, 2025 and 2024 , the fair value of long-term debt, net is estimated using observable market

prices or indices for similar liabilities, which are Level 2 inputs.

NOTE 6—LONG-TERM DEBT, NET

Long-term debt, net consists of:

Long-t erm debt, net consists of:

(In thousands)

1 unchanged sentence

Term Loan due February 13, 2027

425,000 425,000

5.00 % Senior Notes due December 15, 2027 (the “ 5.00 % Senior Notes”);

5.00 % Senior Notes due December 15, 2027 (the “ 5.00 % Senior

interest payable each June 15 and December 15

450,000 450,000

4.625 % Senior Notes due June 1, 2028 (the “ 4.625 % Senior Notes”);

interest payable each June 1 and December 1

500,000 500,000

5.625 % Senior Notes due February 15, 2029 (the “ 5.625 % Senior Notes”);

5.625 % Senior Notes due February 15, 2029 (the “ 5.625 % Senior

interest payable each February 15 and August 15

350,000 350,000

4.125 % Senior Notes due August 1, 2030 (the “ 4.125 % Senior Notes”);

interest payable each February 1 and August 1

500,000 500,000

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

interest payable each April 1 and October 1

500,000 500,000

0.875 % Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”);

6.125 % Senior Notes due September 15, 2033 (the “ 6.125 % Senior

interest payable each March 15 and September 15,

commencing on March 15, 2026

0.875 % Exchangeable Senior Notes due June 15, 2026 (the “2026

Exchangeable Notes”);

interest payable each June 15 and December

575,000 575,000

2.00 % Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”);

2.00 % Exchangeable Senior Notes due January 15, 2030 (the “2030

Exchangeable Notes”);

interest payable each January 15 and July 15

575,000 575,000

Total long-term debt

Current maturities of long-term debt

Unamortized original issue discount

8 unchanged sentences

Credit Facility and Term Loan

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

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

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

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

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

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

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

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

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

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

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

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

The Term Loan matures on February 13, 2027.

Interest payments are due at least quarterly through the term of the loan.

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

The Credit Agreement includes covenants that would limit the ability of MG Holdings II to pay dividends, make distributions, or repurchase MG Holdings II’s stock in the event MG Holdings II’s secured net leverage ratio exceeds 4.25 to 1.0, or if an event of default has occurred.

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

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

The Term Loan and outstanding borrowings, if any,

MG Holdings II is the borrower under a credit agreement (as amended, the “Credit Agreement”) that

provides for the Credit Facility and the Term Loan.

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.

At both December 31, 2025 and 2024 , the Credit Facility has a borrowing capacity of $ 500 million .

December 31, 2025 and 2024 , there were no outstanding borrowings, $ 0.6 million in outstanding letters of

credit, and $ 499.4 million of availability under the Credit Facility.

The annual commitment fee on undrawn funds,

which is based on MG Holdings II’s consolidated net leverage ratio, was 25 basis points as of December 31, 2025 .

Borrowings under the Credit Facility bear interest, at MG Holdings II’s option, at a base rate or a term secured

overnight financing rate plus an applicable adjustment (“Adjusted Term SOFR”), plus an applicable margin based

on MG Holdings II’s consolidated net leverage ratio.

If MG Holdings II borrows under the Credit Facility, it will be

required to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0.

On January 21, 2025, we repaid the $ 425 million Term Loan in full utilizing cash on hand.

At December 31,

2024 , the outstanding balance on the Term Loan w as $ 425 million .

The Term Loan bore interest at Adjusted

Term SOFR plus 1.75 % and the applicable rate was 6.22 % at December 31, 2024 .

The Credit Agreement includes covenants that would limit the ability of MG Holdings II to pay dividends,

make distributions, or repurchase MG Holdings II’s stock in the event MG Holdings II’s secured net leverage ratio

exceeds 4.25 to 1.0, or if an event of default has occurred.

The Credit Agreement includes additional covenants

that limit the ability of MG Holdings II and its subsidiaries to, among other things, incur indebtedness, pay

dividends, or make distributions.

Obligations under the Credit Facility are unconditionally guaranteed by certain

MG Holdings II wholly-owned domestic subsidiaries and are also secured by the stock of certain MG Holdings II

domestic and foreign subsidiaries.

The outstanding borrowings, if any, under the Credit Facility have priority over

the Senior Notes to the extent of the value of the assets securing the borrowings under the Credit Agreement.

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

The proceeds from these notes were used to redeem a portion of the then outstanding 0.875 % Exchangeable Senior Notes due October 1, 2022 (the “2022 Exchangeable Notes”) and for general corporate purposes.

At any time prior to October 1, 2026, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes.

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

Beginning October 1, Percentage

2026 101.813 %

2027 101.208 %

2028 100.604 %

The 6.125 % Senior Notes were issued on August 20, 2025.

The proceeds from these notes will be used to

repay all of the outstanding 2026 Exchangeable Notes at, or prior to, their maturity and for general corporate

At any time prior to September 15, 2028, these notes may be redeemed at a redemption price equal

to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the

indenture governing the notes.

Thereafter, these notes be redeemed at the redemption prices set forth below,

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

Beginning September 15,

2030 and thereafter

The 4.625 % Senior Notes were issued on May 19, 2020, and are currently redeemable.

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

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

Beginning June 1, Percentage

2024 101.156 %

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

The proceeds from these notes were used to

redeem a portion of the then outstanding 0.875 % Exchangeable Senior Notes due October 1, 2022 and for

general corporate purposes.

At any time prior to October 1, 2026, these notes may be redeemed at a

redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole

premium set forth in the indenture governing the notes.

Thereafter, these notes may be redeemed at the

redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption

Beginning October 1,

2029 and thereafter

The 4.625 % Senior Notes were issued on May 19, 2020, and are currently redeemable at par, together with

accrued and unpaid interest.

The proceeds from these notes were used to redeem then outstanding senior

notes, to pay expenses associated with the offering, and for general corporate purposes.

The 4.125 % Senior Notes were issued on February 11, 2020.

The proceeds from these notes were used to fund a portion of the distribution by Former Match Group that was payable in connection with the Separation.

At any time prior to May 1, 2025, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes.

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

Beginning May 1, Percentage

2025 102.063 %

2026 101.375 %

2027 100.688 %

2028 and thereafter 100.000 %

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

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

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

Beginning February 15, Percentage

2024 102.813 %

2025 101.875 %

2026 100.938 %

The proceeds from these notes were used to

fund a portion of a distribution in 2020.

At any time prior to May 1, 2025, these notes may be redeemed at a

redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole

premium set forth in the indenture governing the notes.

Thereafter, these notes may be redeemed at the

redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption

Beginning May 1,

2028 and thereafter

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The proceeds, along with cash on hand, were used to redeem then outstanding senior notes and pay the related call premium.

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

Beginning December 15, Percentage

2024 100.833 %

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

from these notes were used to repay outstanding borrowings under the Credit Facility, to pay expenses

associated with the offering, and for general corporate purposes.

These notes may be redeemed at the

redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption

Beginning February 15,

2027 and thereafter

The indenture governing the 5.00 % Senior Notes contains covenants that would limit MG Holdings II’s ability to pay dividends or to make distributions and repurchase or redeem MG Holdings II’s stock in the event a default has occurred or MG Holdings II’s consolidated leverage ratio (as defined in the indenture) exceeds 5.0 to 1.0.

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

with accrued and unpaid interest.

The proceeds, along with cash on hand, were used to redeem then

outstanding senior notes and pay the related call premium.

The indenture governing the 5.00 % Senior Notes contains covenants that would limit MG Holdings II’s

ability to pay dividends or to make distributions and repurchase or redeem MG Holdings II’s stock in the event a

default has occurred or MG Holdings II’s consolidated leverage ratio (as defined in the indenture) exceeds 5.0 to

At December 31, 2025 , there were no limitations pursuant thereto.

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

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

There are additional covenants in the

5.00 % Senior Notes indenture that limit the ability of MG Holdings II and its subsidiaries to, among other things,

(i) incur indebtedness, make investments, or sell assets in the event MG Holdings II is not in compliance with

specified financial ratios, and (ii) incur liens, enter into agreements restricting their ability to pay dividends, enter

into transactions with affiliates, or consolidate, merge, or sell substantially all of their assets.

The indentures

governing the 3.625 % , 4.125 % , 4.625 % , 5.625 % , and 6.125 % Senior Notes are less restrictive than the indentures

governing the 5.00 % Senior Notes and generally only limit MG Holdings II’s and its subsidiaries’ ability to, among

other things, create liens on assets, or consolidate, merge, sell, or otherwise dispose of all or substantially all of

their assets.

The Senior Notes all rank equally in right of payment.

1 unchanged sentence

During 2019, Match Group FinanceCo 2, Inc.

and Match Group FinanceCo 3, Inc., direct, wholly-owned subsidiaries of the Company, issued $ 575.0 million aggregate principal amount of 2026 Exchangeable Notes and $ 575.0 million aggregate principal amount of 2030 Exchangeable Notes, respectively.

The 2026 and 2030 Exchangeable Notes (collectively the “Exchangeable Notes”) are guaranteed by the Company but are not guaranteed by MG Holdings II or any of its subsidiaries.

and Match Group FinanceCo 3, Inc., direct, wholly-owned

subsidiaries of the Company, issued $ 575.0 million aggregate principal amount of 2026 Exchangeable Notes and

$ 575.0 million aggregate principal amount of 2030 Exchangeable Notes, respectively.

The 2026 and 2030 Exchangeable Notes (collectively the “Exchangeable Notes”) are guaranteed by the

Company but are not guaranteed by MG Holdings II or any of its subsidiaries.

The following table presents details of the outstanding exchangeable features:

Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable (a)

Approximate Equivalent Exchange Price per Share (a)

Number of shares of

the Company’s

Common Stock into

which each $1,000 of

Principal of the

Exchangeable Notes is

Exchangeable (a)

Equivalent Exchange

Price per Share (a)

Exchangeable Date

2026 Exchangeable Notes 11.4259 $ 87.52 March 15, 2026

2030 Exchangeable Notes 11.8739 $ 84.22 October 15, 2029

2026 Exchangeable Notes

March 15, 2026

2030 Exchangeable Notes

October 15, 2029

______________________

(a) Subject to adjustment upon the occurrence of specified events.

As more specifically set forth in the applicable indentures, the Exchangeable Notes are exchangeable under the following circumstances:

(1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the exchange price on each applicable trading day;

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

As more specifically set forth in the applicable indentures, the Exchangeable Notes are exchangeable under

the following circumstances:

(1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of

the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

(4) upon the occurrence of specified corporate events as further described in the indentures governing the respective Exchangeable Notes.

On or after the respective exchangeable dates noted in the table above, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion of their Exchangeable Notes regardless of the foregoing conditions.

Upon exchange, the issuer, in its sole discretion, has the option to settle the Exchangeable Notes with any of the three following alternatives:

(1) shares of the Company’s common stock, (2) cash, or (3) a combination of cash and shares of the Company's common stock.

It is the Company’s intention to settle the Exchangeable Notes with cash equal to the face amount of the notes upon exchange.

Any dilution arising from the 2026 and 2030 Exchangeable Notes would be mitigated by the 2026 and 2030 Exchangeable Notes Hedges (defined below), respectively.

There were not any 2026 or 2030 Exchangeable Notes presented for exchange during the years ended December 31, 2024 and 2023.

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

consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar

quarter is greater than or equal to 130 % of the exchange price on each applicable trading day;

(2) during the five -business day period after any five -consecutive trading day period in which the trading

price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of

the product of the last reported sale price of the Company's common stock and the exchange rate on each such

(3) if the issuer calls the notes for redemption, at any time prior to the close of business on the scheduled

trading day immediately preceding the redemption date;

(4) upon the occurrence of specified corporate events as further described in the indentures governing the

respective Exchangeable Notes.

On or after the respective exchangeable dates noted in the table above, until the close of business on the

second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion

of their Exchangeable Notes regardless of the foregoing conditions.

Upon exchange, the issuer, in its sole

discretion, has the option to settle the Exchangeable Notes with any of the three following alternatives:

shares of the Company’s common stock, (2) cash, or (3) a combination of cash and shares of the Company's

common stock.

It is the Company’s intention to settle the Exchangeable Notes with cash equal to the face

amount of the notes upon exchange.

Any dilution arising from the 2026 and 2030 Exchangeable Notes would be

mitigated by the 2026 and 2030 Exchangeable Notes Hedges (defined below), respectively.

There were not any 2026 or 2030 Exchangeable Notes presented for exchange during the years ended

December 31, 2025 and 2024 .

Neither of the 2026 and 2030 Exchangeable Notes were exchangeable as of

December 31, 2025 .

On September 8, 2025, we repurchased $ 76.4 million aggregate principal amount of 2026 Exchangeable

Notes for $ 74.4 million in cash.

The gain on extinguishment of the notes of $ 1.8 million is included in “other

income, net” in the accompanying consolidated statement of operations.

Additionally, on November 13, 2025,

we repurchased $ 74.8 million aggregate principal amount of 2026 Exchangeable Notes for $ 73.4 million in cash.

The gain on extinguishment of the notes of $ 1.2 million is included in “other income, net” in the accompanying

consolidated statement of operations.

At both December 31, 2025 and December 31, 2024 , there was no value in excess of the principal of each

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

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

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

December 31, 2024 December 31, 2023

2026 Exchangeable Notes 2030 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes

(In thousands)

Principal $ 575,000 $ 575,000 $ 575,000 $ 575,000

unamortized debt issuance costs 2,371 5,592 3,976 6,630

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

of the 2026 and 2030 Exchangeable Notes outstanding on an if-converted basis using the Company’s stock price

on December 31, 2025 and December 31, 2024 , respectively.

Additionally, all or any portion of the 2026 Exchangeable Notes may be redeemed for cash at the

respective issuer’s option, at any time and, for the 2030 Exchangeable Notes, on or after July 20, 2026, if the last

reported sale price of the Company’s common stock has been at least 130 % of the exchange price then in effect

for at least 20 trading days (whether or not consecutive), including at least one of the five trading days

immediately preceding the date on which the notice of redemption is provided, during any 30 consecutive

trading day period ending on, and including, the trading day immediately preceding the date on which the

applicable issuer provides notice of redemption, at a redemption price equal to 100 % of the principal amount to

be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The following table sets forth the components of the outstanding Exchangeable Notes as of December 31,

2025 and 2024 :

December 31, 2025

December 31, 2024

(In thousands)

unamortized debt issuance costs

Net carrying value included in current maturities of long-

term debt, net

Net carrying value included in long-term debt, net

The following table sets forth interest expense recognized related to the Exchangeable Notes for the years

ended December 31, 2025 , 2024 , and 2023 :

Year Ended December 31, 2025

2026 Exchangeable Notes 2030 Exchangeable Notes

2026 Exchangeable

2030 Exchangeable

(In thousands)

3 unchanged sentences

Year Ended December 31, 2024

2026 Exchangeable Notes 2030 Exchangeable Notes

2026 Exchangeable

2030 Exchangeable

(In thousands)

3 unchanged sentences

Year Ended December 31, 2023

2022 Exchangeable Notes (a)

2026 Exchangeable Notes 2030 Exchangeable Notes

2026 Exchangeable

2030 Exchangeable

(In thousands)

2 unchanged sentences

Total interest expense recognized

______________________

(a) The outstanding balance of the 2022 Exchangeable Notes was fully redeemed during the year ended December 31, 2022.

The effective interest rates for the 2026 and 2030 Exchangeable Notes are 1.2 % and 2.2 % , respectively.

Exchangeable Notes Hedges and Warrants

In connection with the Exchangeable Notes offerings, the Company purchased call options allowing the Company to purchase initially (subject to adjustment upon the occurrence of specified events) the same number of shares that would be issuable upon the exchange of the applicable Exchangeable Notes at the price per share set forth below (the “Exchangeable Notes Hedges”), and sold warrants allowing the counterparty to purchase (subject to adjustment upon the occurrence of specified events) shares at the per share price set forth below (the “Exchangeable Notes Warrants”).

The Exchangeable Notes Hedges are expected to reduce the potential dilutive effect on the Company’s common stock upon any exchange of notes and/or offset any cash payment Match Group FinanceCo 2, Inc.

or Match Group FinanceCo 3, Inc.

is required to make in excess of the principal amount of the exchanged notes.

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

In connection with the Exchangeable Notes offerings, the Company purchased call options allowing the

Company to purchase initially (subject to adjustment upon the occurrence of specified events) the same number

of shares that would be issuable upon the exchange of the applicable Exchangeable Notes at the price per share

set forth below (the “Exchangeable Notes Hedges”), and sold warrants allowing the counterparty to purchase

(subject to adjustment upon the occurrence of specified events) shares at the per share price set forth below

(the “Exchangeable Notes Warrants”).

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The Exchangeable Notes Hedges are expected to reduce the potential dilutive effect on the Company’s

common stock upon any exchange of notes and/or offset any cash payment Match Group FinanceCo 2, Inc.

Match Group FinanceCo 3, Inc.

is required to make in excess of the principal amount of the exchanged notes.

The Exchangeable Notes Warrants have a dilutive effect on the Company’s common stock to the extent that the

market price per share of the Company’s common stock exceeds their respective strike prices.

In connection with the repurchase of $ 151.1 million in aggregate principal amount of 2026 Exchangeable

Notes in 2025;

1.8 million underlying shares of the Exchangeable Notes Hedges and Exchangeable Notes

Warrants relating to the 2026 Exchangeable Notes were settled for no value.

The following tables present details of the Exchangeable Notes Hedges and Warrants outstanding at

December 31, 2025 :

Number of Shares (a)

Approximate Equivalent Exchange Price per Share (a)

Equivalent Exchange

Price per Share (a)

(Shares in millions)

2 unchanged sentences

Number of Shares (a)

Weighted Average Strike Price per Share (a)

Weighted Average

Strike Price per

(Shares in millions)

4 unchanged sentences

Long-term debt maturities

Years Ending December 31, (In thousands)

2026 $ 575,000

2030 1,075,000

Total 3,875,000

Years Ending December 31,

(In thousands)

Current maturities of long-term debt

Unamortized original issue discount

1 unchanged sentence

Total long-term debt, net

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7—SHAREHOLDERS’ EQUITY

Description of Common Stock

Holders of Match Group common stock are entitled to one vote per share on all matters to be voted upon by the stockholders.

Holders of Match Group common stock are entitled to receive, share for share, such dividends as may be declared by Match Group’s Board of Directors out of funds legally available therefor.

In the event of a liquidation, dissolution, or winding up, holders of the Company’s common stock are entitled to receive, ratably, the assets available for distribution to stockholders after payment of all liabilities.

Descri ption of Common Stock

Holders of Match Group common stock are entitled to one vote per share on all matters to be voted upon

by the stockholders.

Holders of Match Group common stock are entitled to receive, share for share, such

dividends as may be declared by Match Group’s Board of Directors out of funds legally available therefor.

event of a liquidation, dissolution, or winding up, holders of the Company’s common stock are entitled to

receive, ratably, the assets available for distribution to stockholders after payment of all liabilities.

Reserved Common Shares

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

In connection with equity compensation plans, the Exchangeable Notes, and Exchangeable Notes

Warrants, 59.3 million shares of Match Group common stock are reserved at December 31, 2025 .

Common Stock Repurchases

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

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

In January 2024, the Board of Directors approved a share repurchase program of up to $ 1.0 billion in

aggregate value of shares of Match Group stock (the “January 2024 Share Repurchase Program”).

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

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 years ended December 31, 2025 , 2024 , and 2023 , we repurchased 24.7 million , 22.2 million and

13.5 million shares of our common stock, respectively, for aggregate consideration, on a trade date basis, of

$ 788.8 million , $ 752.7 million and $ 546.2 million , respectively.

Preferred Stock

The Company has authorized 100,000,000 shares, $ 0.01 par value per share, of preferred stock.

have been issued under this authorization .

During the year ended December 31, 2025 , total cash dividend payments we re $ 186.3 million .

dividends were paid during the years ended December 31, 2024 or 2023.

On February 3, 2026 , the Company’s

Board of Directors declared a cash dividend of $ 0.20 per share of outstanding common stock, to stockholders of

record as of the close of business on April 7, 2026, payable on April 21, 2026.

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

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

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

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

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

Preferred Stock

The Company has authorized 100,000,000 shares, $ 0.01 par value per share, of preferred stock.

No shares have been issued under this authorization.

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

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

NOTE 8—ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present the components of accumulated other comprehensive loss.

For the years ended December 31, 2024, 2023, and 2022, the Company’s accumulated other comprehensive loss relates to foreign currency translation adjustments.

For the years

ended December 31, 2025 , 2024 , and 2023 , the Company’s accumulated other comprehensive loss relates to

foreign currency translation adjustments.

Years Ended December 31,

2024 2023 2022

(In thousands)

Balance at January 1

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

Amounts reclassified into earnings

Net current period other comprehensive loss

$ ( 449,611 )

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

At December 31, 2024, 2023, and 2022, there was no tax benefit or provision on the accumulated other comprehensive loss.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10—EARNINGS PER SHARE

The following table sets forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders:

Years Ended December 31,

$ ( 385,471 )

Basic Diluted Basic Diluted Basic Diluted

(In thousands, except per share data)

Net earnings from continuing operations

$ ( 369,182 )

Net (earnings) loss attributable to noncontrolling interests

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

Impact from subsidiaries' dilutive securities of continuing operations

— ( 24 ) — ( 81 ) — ( 222 )

Interest on dilutive Exchangeable Notes, net of income tax (a)

— 12,691 — 12,684 — 4,151

Net earnings from continuing operations attributable to Match Group, Inc.

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

Net loss from discontinued operations attributable to shareholders

Other comprehensive income (loss)

Amounts reclassified into income

Net current period other comprehensive income (loss)

Balance at December 31

$ ( 422,620 )

Net earnings attributable to Match Group, Inc.

$ ( 449,611 )

Weighted average basic shares outstanding

$ ( 385,471 )

At December 31, 2025 , 2024 , and 2023 , there was no tax benefit or provision on the accumulated other

comprehensive loss.

NOTE 9—EARNINGS PER SHARE

The fol lowing table sets forth the computation of the basic and diluted earnings per share attributable to

Match Group shareholders:

Years Ended December 31,

(In thousands, except per share data)

Net (income) loss attributable to

noncontrolling interests

Impact from subsidiaries' dilutive

Dilutive impact of Exchangeable

Notes, net of income tax (a)

Net income attributable to Match

Weighted average basic shares

Dilutive securities (b)(c)

— 5,367 — 4,114 — 5,020

Dilutive shares from Exchangeable Notes, if-converted (a)

— 13,397 — 13,397 — 7,631

Denominator for earnings per share—weighted average shares (b)(c)

260,299 279,063 275,773 293,284 282,564 295,215

Earnings (loss) per share:

Earnings per share from continuing operations

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

Loss per share from discontinued operations, net of tax

$ — $ — $ — $ — $ ( 0.01 ) $ ( 0.01 )

Earnings per share attributable to Match Group, Inc.

$ 2.12 $ 2.02 $ 2.36 $ 2.26 $ 1.28 $ 1.24

______________________

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

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

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

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

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

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

Dilutive shares from Exchangeable Notes,

if-converted (a)

Denominator for earnings per share—

weighted average shares (b)(c)

Earnings per share:

Earnings per share attributable to Match

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

shares were included for the same set of notes.

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

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

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

For the years ended December 31, 2024, 2023, and 2022, 17.3 million, 15.9 million, and 16.0 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods.

For the years ended December 31, 2024, 2023, and 2022, 3.0 million, 3.2 million, and 1.6 million market-based awards and PSUs, respectively, were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.

______________________

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

Exchangeable Notes.

For the years ended December 31, 2025, 2024 and 2023, the Company adjusted

net income attributable to Match Group, Inc.

shareholders for the cash interest expense, net of income

taxes, incurred on the 2026 and 2030 Exchangeable Notes.

Dilutive shares were also included for the

same series of Exchangeable Notes.

(b) If the effect is dilutive, weighted average common shares outstanding include the incremental shares

that would be issued upon the assumed exercise of stock options, warrants, and subsidiary

denominated equity and vesting of restricted stock units.

For the years ended December 31, 2025 ,

2024 , and 2023 , 15.5 million , 17.3 million , and 15.9 million potentially dilutive securities, respectively,

are excluded from the calculation of diluted earnings per share because their inclusion would have been

anti-dilutive.

Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the

denominator for earnings per share if (i) the applicable market or performance condition(s) has been

met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting

For the years ended December 31, 2025 , 2024 , and 2023 , 2.7 million , 3.0 million , and 3.2

million market-based awards and PSUs, respectively, were excluded from the calculation of diluted

earnings per share because the market or performance conditions had not been met.

NOTE 10—STOCK-BASED COMPENSATION

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

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

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

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

At December 31, 2024, there were 20.7 million shares available for the future grant of equity awards under the 2015 and 2024 plans collectively.

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

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

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

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

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

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

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

The amount of stock-based compensation expense recognized is net of estimated forfeitures, as the expense recorded is based on awards that are ultimately expected to vest.

The forfeiture rate is estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods if actual forfeitures differ from the estimated rate.

At December 31, 2024, there is $ 358.0 million of unrecognized compensation cost, net of estimated forfeitures, related to all outstanding equity-based awards, which is expected to be recognized over a weighted average period of approximately 1.9 years.

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

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

The Com pany currently has one active stock and annual incentive plan, which was approved by

shareholders on June 21, 2024, and subsequently amended and restated with shareholder approval on June 18,

2025 (the 2024 plan).

The Company also has three stock and annual incentive plans that have expired or no

longer have shares available for the future grant of equity awards pursuant to which certain equity awards

remain outstanding and which were adopted in 2015, 2017, and 2020.

The 2015, 2017, and 2024 plans cover

stock options to acquire shares of Match Group common stock, RSUs, PSUs, and stock settled stock appreciation

rights denominated in the equity of certain of our subsidiaries.

The 2024 plan authorizes the Company to grant

awards to its employees, officers, directors and consultants.

At December 31, 2025 , there were 18.7 million

shares available for the future grant of equity awards under the 2024 plan.

The 2020 plan covers certain stock

options granted in 2020.

The 2024 plan has a stated term of ten years and provides that the exercise price of stock options granted

will not be less than the market price of the Company’s common stock on the grant date.

The 2024 plan does not

specify grant dates or vesting schedules of awards as those determinations have been delegated to the

Compensation and Human Resources Committee of Match Group’s Board of Directors (the “Committee”).

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

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

Stock-based compensation expense recognized in the consolidated statement of operations includes

expense related to the Company’s stock options, RSUs, market-based awards, PSUs for which vesting is

considered probable, and equity instruments denominated in shares of subsidiaries.

The amount of stock-based

compensation expense recognized is net of estimated forfeitures, as the expense recorded is based on awards

that are ultimately expected to vest.

The forfeiture rate is estimated at the grant date based on historical

experience and revised, if necessary, in subsequent periods if actual forfeitures differ from the estimated rate.

December 31, 2025 , there is $ 304.6 million of unrecognized compensation cost, net of estimated forfeitures,

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

period of approximately 1.9 years .

The total income tax benefit recognized in the accompanying consolidated statement of operations for the

years ended December 31, 2025 , 2024 , and 2023 related to all stock-based compensation is $ 55.0 million , $ 28.7

million and $ 16.3 million , respectively.

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The aggregate income tax benefit recognized related to the exercise of stock options for the years ended

December 31, 2025 , 2024 , and 2023 is $ 19.8 million , $ 5.8 million , and $ 3.2 million , respectively.

Stock Options

Stock options outstanding at December 31, 2024 and changes during the year ended December 31, 2024 are as follows:

Stock options outstanding at December 31, 2025 and changes during the year ended December 31, 2025

are as follows:

December 31, 2025

Shares Weighted

Price Weighted

Term (In Years) Aggregate

Term (In Years)

(Shares and intrinsic value in thousands)

Outstanding at January 1, 2025

Exercised ( 385 ) 16.39

Expired ( 19 ) 25.58

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

The aggregate intrinsic value in the table above represents the difference between Match Group’s closing stock price on the last trading day of 2024 and the exercise price, multiplied by the number of in-the-money options that would have been exercised had option holders exercised their options on December 31, 2024.

The total intrinsic value of stock options exercised during the years ended December 31, 2024 and 2023 is $ 6.9 million and $ 13.7 million, respectively.

Cash received from Match Group stock option exercises for the years ended December 31, 2024, 2023, and 2022 was $ 13.6 million, $ 19.9 million, and $ 20.5 million, respectively.

Outstanding and exercisable at

December 31, 2025

The aggregate intrinsic value in the table above represents the difference between Match Group’s closing

stock price on the last trading day of 2025 and the exercise price, multiplied by the number of in-the-money

options that would have been exercised had option holders exercised their options on December 31, 2025 .

total intrinsic value of stock options exercised during the years ended December 31, 2025 and 2024 is $ 28.2

million and $ 6.9 million , respectively.

Cash received from Match Group stock option exercises for the years

ended December 31, 2025 , 2024 , and 2023 was $ 0.4 million , $ 6.5 million , and $ 13.0 million , respectively.

Restricted Stock Units, Performance-Based Stock Units, and Market-Based Awards

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

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

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

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

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

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

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

RSUs, PSUs, and market-based awards are awards in the form of phantom shares or units denominated in a

hypothetical equivalent number of shares of Match Group common stock.

For market-based awards, the grant

date fair value was estimated using (i) for awards that vest based on the Company’s market performance relative

to other publicly-traded companies, a lattice model that incorporates a Monte Carlo simulation of the

Company’s total shareholder return relative to companies within the Nasdaq 100 Index or Nasdaq composite

index over various performance periods (“rTSR Awards”) or (ii) for an award that vests based on the Company’s

stock price, a lattice model that incorporates a Monte Carlo simulation of the Company’s stock price over various

performance periods (“Value Creation Award”).

Each RSU, PSU, and market-based award is subject to service-based vesting, where a specific period of

continued employment must pass before an award vests.

PSUs also include performance-based vesting

conditions where certain performance targets set at the time of grant must be achieved before an award vests.

The number of market-based awards that ultimately vest for rTSR Awards is based on the Company’s market

performance relative to certain other publicly-traded companies and for the Value Creation Award is based on

the Company’s stock price.

For RSU awards, the expense is measured at the grant date as the fair value of Match

Group common stock and expensed as stock-based compensation over the vesting term.

For PSU awards, the

expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-

based compensation over the vesting term if the performance targets are considered probable of being

RSUs, PSUs and market-based awards granted on or after February 1, 2024 are awarded dividend

equivalents, which are subject to the same vesting conditions as the underlying award, and settled in Match

Group common stock.

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unvested RSUs, PSUs, and market-based awards outstanding at December 31, 2024 and changes during the year ended December 31, 2024 are as follows:

RSUs PSUs Market-based awards

Number of shares Weighted Average Grant Date Fair Value Number of shares (a)

Weighted Average Grant Date Fair Value Number of shares (a)

Weighted Average Grant Date Fair Value

Unvested RSUs, PSUs, and market-based awards outstanding at December 31, 2025 and changes during the

year ended December 31, 2025 are as follows:

Market-based awards

(Shares in thousands)

Unvested at January 1, 2025

Granted 6,487 35.74 118 38.13 1,276 44.69

Vested ( 3,670 ) 65.36 ( 241 ) 41.49 — —

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

Expired — — — — ( 368 ) 123.01

Unvested at December 31, 2025

1 unchanged sentence

(a) Represents the maximum shares issuable.

The weighted average fair value of RSUs and PSUs granted during the years ended December 31, 2024 and 2023, based on market prices of Match Group’s common stock on the grant date, was $ 35.78 and $ 41.25 , respectively.

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

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

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

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

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

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

The weighted average fair value of RSUs and PSUs granted during the years ended December 31, 2025 and

2024 , based on market prices of Match Group’s common stock on the grant date, was $ 33.74 and $ 35.78 ,

respectively.

The total fair value of RSUs that vested during the years ended December 31, 2025 and 2024 was

$ 217.4 million and $ 239.9 million , respectively.

The total fair value of PSUs that vested during the years ended

December 31, 2025 and 2024 was $ 16.8 million and $ 10.0 million , respectively.

There were 2.8 million and 1.3 million market-based awards granted during the years ended December 31,

2025 and 2024 , respectively.

The vesting of the rTSR Awards granted in 2025 and 2024 are dependent upon the

Company’s total shareholder return relative to companies within the Nasdaq 100 Index or Nasdaq composite

index over various performance periods.

The vesting of the Value Creation Award granted in 2025 is dependent

upon the fulfillment of both a service condition and the achievement of a stock price hurdle during the

performance period.

The service condition is such that half of the shares in each tranche will vest upon

achievement of the hurdle, subject to a minimum service period, and the other half will vest at the end of the

performance period.

The market condition will be satisfied if the Company’s volume weighted average closing

stock price equals or exceeds the specified price hurdles over a 45 day calendar period.

If at the end of the

performance period the Company has not hit the hurdle over a 45 day calendar period, but the volume weighted

average price over the last 10 trading days equals or exceeds a specified price hurdle, the performance period

will be extended by 90 days .

The total fair value of market-based awards that vested during the year ended

December 31, 2025 was $ 0.8 million .

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

Equity Instruments Denominated in Shares of Certain Subsidiaries

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

These equity awards vest over a specified period of time.

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

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

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

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

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

The expense associated with these equity awards is initially measured at fair value at the grant date and is expensed as stock-based compensation over the vesting term.

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

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

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

Employee Stock Purchase Plan

The Match Group, Inc.

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

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

The Company has granted stock settled stock appreciation rights and restricted stock units, both

denominated in the equity of a certain non-publicly traded subsidiary to employees of the subsidiary.

equity awards vest over a specified period of time.

The value of the stock settled stock appreciation rights and

restricted stock units are based on the equity value of the subsidiary.

The stock settled stock appreciation rights

awards only have value to the extent the relevant business appreciates in value above the initial value utilized to

determine the exercise price.

The fair value of the common stock of the subsidiary is generally determined

through a third-party valuation pursuant to the terms of the respective subsidiary equity plan.

appreciation rights and restricted stock units are both settled on a net basis, with the award holder entitled to

receive shares of Match Group common stock with a total value equal to the intrinsic value of the award at

exercise, less applicable withholding taxes.

The number of shares of Match Group common stock ultimately

needed to settle these awards may vary significantly from the estimated number below as a result of

movements in our stock price and/or a determination of fair value of the relevant subsidiary that differs from

our estimate.

The expense associated with these equity awards is initially measured at fair value at the grant

date and is expensed as stock-based compensation over the vesting term.

At December 31, 2025 , the number of

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

At December 31, 2024, there were 2.0 million shares available for future issuance under the ESPP.

At December 31, 2024, there is $ 1.8 million of unrecognized compensation cost, net of estimated forfeitures, related to the ESPP, which is expected to be recognized over a weighted average period of approximately 0.7 years.

shares of Match Group common stock that would be required to settle these awards at estimated fair values,

including vested and unvested awards, net of an assumed 50 % withholding tax, is 3.1 million shares and would

reduce the shares available for the future grant.

The withholding taxes, which would be paid by the Company on

behalf of the employees at exercise or vesting, required to settle the vested and unvested awards at estimated

fair values on December 31, 2025 is $ 100.5 million assuming a 50 % withholding tax rate.

The corresponding

number of shares and withholding tax amount as of December 31, 2024 were 2.9 million shares and

$ 95.3 million .

Employee Stock Purchase Plan

The Match Group, Inc.

2021 Global Employee Stock Purchase Plan (the "ESPP") was approved by the

Company’s shareholders on June 15, 2021.

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

common stock at a 15 % discount of the lower of the market price of our common stock on the date of

commencement of the applicable offering period or on the last day of the applicable six -month purchase period,

subject to certain purchase limits.

Under the ESPP, employees purchased 0.3 million shares at a weighted average price per share of $ 24.74

during the year ended December 31, 2025 .

At December 31, 2025 , there were 1.9 million shares available for

future issuance under the ESPP.

At December 31, 2025 , there is $ 0.6 million of unrecognized compensation cost,

net of estimated forfeitures, related to the ESPP, which is expected to be recognized over a weighted average

period of approximately 0.5 years .

Capitalization of Stock-Based Compensation

For the years ended December 31, 2024, 2023 and 2022, $ 6.6 million, $ 11.7 million, and $ 10.6 million, respectively, of stock-based compensation was capitalized related to the development of internal use software.

Modifications of awards

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

For the years ended December 31, 2025 , 2024 and 2023 , $ 11.0 million , $ 6.6 million , and $ 11.7 million ,

respectively, of stock-based compensation was capitalized related to the development of internal use software.

NOTE 11—SEGMENT AND GEOGRAPHIC INFORMATION

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

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

Our chief operating decision maker (“CODM”), who is our Chief Executive Officer, analyzes the results of

our business through four operating segments consisting of brands or groups of brands within our portfolio:

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

These four operating segments are also our reportable segments.

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

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

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

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

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

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

Tinder, $ 1.5 billion;

Hinge, $ 0.5 billion;

Evergreen & Emerging, $ 0.2 billion;

and MG Asia, $ 0.1 billion.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

These four operating segments are also our reportable

Our CODM primarily evaluates the operating results and performance of our segments through

revenue, operating income, and Adjusted EBITDA (numerically the same as our previous metric which was called

Adjusted Operating Income).

These financial metrics are used to view operating trends, perform analytical

comparisons, compare performance between periods, and evaluate variances to forecast on a monthly basis.

The following table presents revenue by segment, which includes revenue from customers in the form of

direct revenue, indirect revenue, which is primarily advertising revenue, and intersegment revenue, which is

eliminated in consolidated results:

Years Ended December 31,

2024 2023 2022

(In thousands)

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

Hinge 550,435 396,485 283,668

Evergreen & Emerging

MG Asia 284,522 303,484 322,290

Eliminations ( 889 ) — —

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

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

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables present the segment profitability measures, operating income (loss) and Adjusted

EBITDA, and a reconciliation of the total segment profitability measures to income before income taxes:

Years Ended December 31,

2024 2023 2022

(In thousands)

Operating income (loss):

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

Hinge 121,482 74,261 78,723

Evergreen & Emerging

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

Total segment operating income

Corporate and unallocated costs (a)

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

Interest expense

Other income, net

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

Income before income taxes

______________________

(a) Includes stock-based compensation and depreciation.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(a) Includes stock-based compensation and depreciation related to corporate.

Years Ended December 31,

2024 2023 2022

(In thousands)

Adjusted Operating Income:

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

Hinge 166,478 107,646 91,148

Adjusted EBITDA:

Evergreen & Emerging

MG Asia 60,806 61,790 34,432

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

Total segment Adjusted EBITDA

Corporate and unallocated costs

Stock-based compensation

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

Impairments and amortization of intangibles

1 unchanged sentence

Other income, net

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

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

Income before income taxes

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

relations, corporate development, board of director and public company listing fees), 2) portions of corporate

services (such as legal, human resources, accounting, and tax), and 3) certain centrally managed services and

technology that have not been allocated to the individual business segments (such as central trust and safety

operations and certain shared software).

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

therefore, such information is not presented.

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

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

therefore, such information is not

Interest income and other income, net are not allocated to individual segments as these are managed

on a consolidated basis.

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

financial statements.

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

Year Ended December 31, 2025

Tinder Hinge Evergreen & Emerging MG Asia

(In thousands)

2 unchanged sentences

Variable expense

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

Employee compensation expense,

excluding stock-based compensation

Other operating expenses (a)

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

Stock-based compensation (b)

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

Depreciation (b)

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

Impairment and amortization of intangible assets (b)

— — 27,676 46,499

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Impairment and amortization of

intangible assets (b)

Year Ended December 31, 2024

Tinder Hinge Evergreen & Emerging MG Asia

(In thousands)

2 unchanged sentences

Variable expense

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

Employee compensation expense,

excluding stock-based compensation

Other operating expenses (a)

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

Stock-based compensation (b)

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

Depreciation (b)

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

Impairment and amortization of intangible assets (b)

— — 12,336 35,395

Impairment and amortization of

intangible assets (b)

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2023

Tinder Hinge Evergreen & Emerging MG Asia

(In thousands)

2 unchanged sentences

Variable expense

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

Employee compensation expense,

excluding stock-based compensation

Other operating expenses (a)

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

Stock-based compensation (b)

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

Depreciation (b)

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

Impairment and amortization of intangible assets (b)

— — 53,369 312,888

Impairment and amortization of

intangible assets (b)

______________________

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

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

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

professional fees.

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

Geographic Information

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

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

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

Reven ue by geography is based on where the customer is located.

The United States is the only country

from which revenue is greater than 10 percent of total revenue.

Geographic information about revenue and

long-lived assets is presented below:

Years Ended December 31,

2024 2023 2022

(In thousands)

1 unchanged sentence

All other countries

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

(In thousands)

1 unchanged sentence

United States

South Korea 16,608 23,708

All other countries

Total $ 158,189 $ 194,525

NOTE 13—LEASES

The Company leases office space, data center facilities, and equipment used in connection with its operations under various operating leases, many of which contain escalation clauses.

ROU assets represent the Company’s right to use the underlying assets for the lease term and lease liabilities represent the present value of the Company’s obligation to make payments arising from leases.

ROU assets and related lease liabilities are based on the present value of fixed lease payments over the lease term using the Company’s incremental borrowing rates on the lease commencement date or January 1, 2019 for leases that commenced prior to that date.

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

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

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

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

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Leases Balance Sheet Classification December 31, 2024 December 31, 2023

NOTE 12—LEASES

The Company leases office space, data center facilities, and equipment used in connection with its

operations under various operating leases, many of which contain escalation clauses.

ROU assets represent the Company’s right to use the underlying assets for the lease term and lease

liabilities represent the present value of the Company’s obligation to make payments arising from leases.

assets and related lease liabilities are based on the present value of fixed lease payments over the lease term

using the Company’s incremental borrowing rates on the lease commencement date.

The Company combines

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

the lease includes one or more options to extend the term of the lease, the renewal option is considered in the

lease term if it is reasonably certain the Company will exercise the options.

Lease expense is recognized on a

straight-line basis over the term of the lease.

Leases with an initial term of twelve months or less (“short-term

leases”) are not recorded on the accompanying consolidated balance sheet.

Variable lease payments consist primarily of common area maintenance, utilities, and taxes, which are not

included in the recognition of ROU assets and related lease liabilities.

The Company’s lease agreements do not

contain any material residual value guarantees or material restrictive covenants.

Balance Sheet Classification

December 31, 2025

December 31, 2024

(In thousands)

Right-of-use assets Other non-current assets $ 86,417 $ 95,660

Current lease liabilities Accrued expenses and other current liabilities $ 19,213 $ 16,389

Long-term lease liabilities Other long-term liabilities 84,583 98,475

Right-of-use assets

Other non-current assets

Current lease liabilities

Accrued expenses and other current

Long-term lease liabilities

Other long-term liabilities

Total lease liabilities

Lease Cost Income Statement Classification Year Ended December 31, 2024

Year Ended December 31, 2023

Income Statement Classification

December 31, 2025

December 31, 2024

(In thousands)

Fixed lease cost Cost of revenue $ 1,875 $ 1,567

Fixed lease cost General and administrative expense 22,032 20,960

Fixed lease cost

Cost of revenue

Fixed lease cost

General and administrative expense

Total fixed lease cost (a)

23,907 22,527

Variable lease cost Cost of revenue 441 880

Variable lease cost General and administrative expense 3,368 3,175

Variable lease cost

Cost of revenue

Variable lease cost

General and administrative expense

Total variable lease cost

1 unchanged sentence

______________________

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

(a) Includes approximately $ 0.5 million and $ 0.6 million of short-term lease cost for the years ended

December 31, 2025 and December 31, 2024 , respectively.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Maturities of lease liabilities as of December 31, 2025 (a) :

(In thousands)

2025 $ 22,709

Total 119,607

Interest ( 15,811 )

Tenant improvement receivables

Present value of lease liabilities

______________________

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

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(a) Operating lease payments exclude $ 29.3 million of legally binding minimum lease payments for leases

signed but not yet commenced.

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

December 31, 2024 December 31, 2023

Remaining lease term 7.2 years 8.1 years

December 31, 2025

December 31, 2024

Remaining lease term

Discount rate

Year Ended December 31, 2024

Year Ended December 31, 2023

December 31, 2025

December 31, 2024

(In thousands)

4 unchanged sentences

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

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

The purchase obligations primarily relate to web hosting service commitments.

purchase obligations are $ 56.3 million for 2026, $ 73.6 million for 2027, and $ 70.3 million for 2028, for a total of

$ 200.2 million in purchase obligations.

The purchase obligations primarily relate to web hosting service

Contingencies

In the ordinary course of business, the Company is a party to various lawsuits.

The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable.

Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is established.

Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future.

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

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

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

Pursuant to the Transaction Agreement entered into in connection with the Separation, we have agreed to indemnify IAC for matters relating to any business of Former Match Group, including indemnifying IAC for costs related to the matters described below.

The official names of legal proceedings in the descriptions below (shown in italics) reflect the original names of the parties when the proceedings were filed as opposed to the current names of the parties following the separation of Match Group and IAC.

FTC Lawsuit Against Former Match Group

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

Match Group, Inc.

3:19:cv-02281-K (Northern District of Texas).

The complaint alleges that, prior to mid-2018, for marketing purposes Match.com notified non-paying users that other users were attempting to communicate with them, even though Match.com had identified those subscriber accounts as potentially fraudulent, thereby inducing non-paying users to subscribe and exposing them to the risk of fraud should they subscribe.

The complaint also challenges the adequacy of Match.com’s disclosure of the terms of its six-month guarantee, the efficacy of its cancellation process, and its handling of chargeback disputes.

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

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

The Company establishes

reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable

and the loss is reasonably estimable.

Management has also identified certain other legal matters where we

believe an unfavorable outcome is not probable and, therefore, no reserve is established.

Although management

currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably

possible, will not have a material impact on the liquidity, results of operations, or financial condition of the

Company, these matters are subject to inherent uncertainties and management’s view of these matters may

change in the future.

The Company also evaluates other contingent matters, including income and non-income

tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss.

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

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

See “ Note 3—

Income Taxes ” for additional information related to income tax contingencies.

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

FTC Lawsuit Against Former Match Group

On September 25, 2019, the United States Federal Trade Commission (the “FTC”) filed a lawsuit in federal

district court in Texas against the company formerly known as Match Group, Inc.

Match Group, Inc.

3:19:cv-02281-K (Northern District of Texas).

The complaint alleges that, prior to mid-2018, for marketing

purposes Match.com notified non-paying users that other users were attempting to communicate with them,

even though Match.com had identified those subscriber accounts as potentially fraudulent, thereby inducing

non-paying users to subscribe and exposing them to the risk of fraud should they subscribe.

The complaint also

challenges the adequacy of Match.com’s disclosure of the terms of its six -month guarantee, the efficacy of its

cancellation process, and its handling of chargeback disputes.

The complaint seeks among other things

permanent injunctive relief, civil penalties, restitution, disgorgement, and costs of suit.

On March 24, 2022, the

court granted our motion to dismiss with prejudice on Claims I and II of the complaint relating to communication

notifications and granted our motion to dismiss with respect to all requests for monetary damages on Claims III

and IV relating to the guarantee offer and chargeback policy.

On July 19, 2022, the FTC filed an amended

complaint adding Match Group, LLC as a defendant.

The FTC is seeking up to approximately $ 257 million in

damages and penalties.

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

The case is set for trial in June 2025.

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

Further, we do not believe that there is a reasonable possibility of an exposure to loss that would be material to our business.

We believe we have strong defenses to the FTC’s claims regarding Match.com’s practices, policies, and procedures and will continue to defend vigorously against them.

2025, the parties reached an agreement in principle to settle the matter.

The settlement was approved by the

Court, and payment of $ 14 million was made in the quarter ended September 30, 2025.

Irish Data Protection Commission Inquiry Regarding Tinder’s Practices

On February 3, 2020, we received a letter from the Irish Data Protection Commission (the “DPC”) notifying us that the DPC had commenced an inquiry examining Tinder’s compliance with the EU’s General Data Protection Regulation (“GDPR”), focusing on Tinder’s processes for handling access and deletion requests and Tinder’s user data retention policies.

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

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

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

However, based on the preliminary draft decision and giving due consideration to the uncertainties inherent in this process, there is at least a reasonable possibility of an exposure to loss, which could be anywhere between a no minal amount and $ 60 million, which we do not believe would be material to our business.

On February 3, 2020, we received a letter from the Irish Data Protection Commission (the “DPC”) notifying

us that the DPC had commenced an inquiry examining Tinder’s compliance with GDPR, focusing on Tinder’s

processes for handling access and deletion requests and Tinder’s user data retention policies.

On January 8,

2024, the DPC provided us with a preliminary draft decision alleging that certain of Tinder’s access and retention

policies, largely relating to protecting the safety and privacy of Tinder’s users, violate GDPR requirements.

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

Our consolidated financial statements do

not reflect any provision for a loss with respect to this matter, as we do not believe there is a probable likelihood

of an unfavorable outcome.

However, based on the preliminary draft decision and giving due consideration to

the uncertainties inherent in this process, there is at least a reasonable possibility of an exposure to loss, which

could be anywhere between a no minal amount and $ 60 million , which we do not believe would be material to

our business.

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

1 unchanged sentence

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

See Allan Candelore v.

Allan Candelore v.

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

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

Plaintiff seeks damages in an unspecified amount.

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

The complaint

principally alleges that Tinder violated California’s Unruh Civil Rights Act by offering and charging users over a

certain age a higher price than younger users for subscriptions to its premium Tinder Plus service.

Plaintiff seeks

damages in an unspecified amount.

On July 15, 2024, the court granted Plaintiff’s motion to certify a class of

approximately 270,000 individuals based upon California Tinder Plus and Tinder Gold subscribers age 29 and

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

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

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

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

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

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

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

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

Constitution.

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

NOTE 15—BENEFIT PLANS

Pursuant to the Match Group Retirement Savings Plan (the “Match Group Plan”), employees are eligible to participate in a retirement savings plan sponsored by the Company in the United States, which is qualified under Section 401(k) of the Internal Revenue Code.

Participating employees may contribute up to 75 % of their pre-tax earnings, but not more than statutory limits.

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

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

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

filed a Notice of Appeal on January 24, 2025, and on April 18, 2025, the court stayed the case pending our

On September 10, 2025, the parties agreed to settle the case on a class-wide basis for $ 60.5 million ,

which is included in our consolidated financial statements as “general and administrative expense” and a related

accrual is included in “accrued expenses and other current liabilities.” On January 13, 2026, the court

preliminarily approved the settlement agreement.

The settlement amount was placed into escrow in January

2026, pending the final court approval.

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The Company’s contributions for these plans for the years ended December 31, 2024, 2023 and 2022 were $ 5.2 million, $ 6.4 million, and $ 6.2 million, respectively.

NOTE 14—BENEFIT PLANS

Pursuant to the Match Group Retirement Savings Plan (the “Match Group Plan”), employees are eligible to

participate in a retirement savings plan sponsored by the Company in the United States, which is qualified under

Section 401(k) of the Internal Revenue Code.

Participating employees may contribute up to 75 % of their pre-tax

earnings, but not more than statutory limits.

The employer match under the Match Group Plan is 100 % of the

first 10 % of a participant’s eligible earnings up to $ 10,000 , subject to IRS limits on the Company’s matching

contribution that a participant contributes to the Match Group Plan.

Matching contributions under the plans for the years ended December 31, 2025 , 2024 , and 2023 were

$ 14.1 million , $ 14.5 million and $ 14.0 million , respectively.

Matching contributions are invested in the same manner that each participant’s voluntary contributions

are invested under the respective plans.

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

contribution plans.

The Company’s contributions for these plans for the years ended December 31, 2025 , 2024

and 2023 were $ 4.7 million , $ 5.2 million , and $ 6.4 million , respectively.

NOTE 15—CONSOLIDATED FINANCIAL STATEMENT DETAILS

3 unchanged sentences

Capitalized mobile app fees

Other 32,507 24,468

Other current assets

4 unchanged sentences

Leasehold improvements

Land 11,565 11,565

Furniture and other equipment

Projects in progress

465,367 443,748

Accumulated depreciation and amortization

Property and equipment, net

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands)

1 unchanged sentence

Accrued employee compensation and benefits

Accrued legal settlement

Accrued advertising expense

2 unchanged sentences

Dividend payable

Other 83,163 79,924

Accrued expenses and other current liabilities

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31,

2024 2023 2022

(In thousands)

2 unchanged sentences

Foreign currency losses

Other 289 919 5,637

Other income, net

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

Cash and Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows:

2024 2023 2022 2021

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported

within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows:

(In thousands)

Cash and cash equivalents

Restricted cash included in other current assets

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

$ 965,993 $ 862,440 $ 572,516 $ 815,512

Restricted cash included in other current

Total cash, cash equivalents, and restricted

cash as shown on the consolidated

statement of cash flow

Supplemental Disclosures of Cash Flow Information

Years Ended December 31,

2024 2023 2022

(In thousands)

Cash paid (received) during the year for:

Interest $ 152,890 $ 152,481 $ 138,045

Income tax payments

$ 149,236 $ 110,428 $ 60,026

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

Cash paid during the year for interest

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 16—SUBSEQUENT EVENT

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

On February 6, 2026, the Company received notice from Apple that our Azar app would be removed from

the Apple App Store (the “App Store”) within 15 days of the notice.

This notice was generated as a result of a

new evaluation by Apple of Azar’s compliance with Apple’s updated App Review Guidelines which were

published on February 6, 2026.

Specifically, Apple suggested that Azar’s core concept was random or anonymous

chat, which Apple indicated was not allowed under the revised guidelines.

On February 16, 2026, Apple notified

the Company that after further discussion and deliberation, they reaffirmed their initial decision and the Azar

app would be removed from the App Store as initially stated.

Subsequently, Apple removed the Azar app from

the App Store on February 22, 2026.

Revenue from the Azar app represented approximately 4 % of the Company’s consolidated revenue for the

years ended December 31, 2025 and 2024, a significant portion of which is processed through Apple’s App Store.

The Company continues to work with Apple to understand if modifications could result in the reinstatement of

the Azar app to the App Store.

There is no guarantee these efforts will be successful.

As a result of this decision, and depending on estimates of the impact and whether any of our mitigation

efforts are successful, the Company will be evaluating the need for asset impairment charges during the quarter

ending March 31, 2026.

This evaluation includes, but is not limited to, the following assets that existed as of

December 31, 2025:

• $ 61 million of indefinite-lived intangible asset associated with the Azar brand;

• $ 9 million of definite-lived intangible asset associated with the Azar customer list;

• $ 14 million of capitalized software development costs associated with the Azar app;

• $ 83 million of goodwill associated with our MG Asia reporting unit, which includes the operations of the

Azar and Pairs brands.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

1 unchanged sentence

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

What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk