What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 421 added, 282 removed, 105 unchanged (87% of the section changed)

1 unchanged sentence

Conclusion Regarding the Effectiveness of the Company’s Disclosure Controls and Procedures

The Company monitors and evaluates on an ongoing basis its disclosure controls and procedures in order to improve their overall effectiveness.

In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant.

As required by Rule 13a-15(b) of the Exchange Act, Match Group management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of the Company’s disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e).

Based on this evaluation, the CEO and the CFO concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

The Company monitors and evaluates on an ongoing basis its disclosure controls and procedures in order

to improve their overall effectiveness.

In the course of these evaluations, the Company modifies and refines its

internal processes as conditions warrant.

As required by Rule 13a-15(b) of the Exchange Act, Match Group management, including the Chief

Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), conducted an evaluation, as of the end of the

period covered by this report, of the effectiveness of the Company’s disclosure controls and procedures as

defined in Exchange Act Rule 13a-15(e).

Based on this evaluation, the CEO and the CFO concluded that the

Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the Company.

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

In making this assessment, our management used the criteria for effective internal control over financial reporting described in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on this assessment, management has determined that, as of December 31, 2024, the Company’s internal control over financial reporting is effective.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report, included herein.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management of the Company is responsible for establishing and maintaining adequate internal control

over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the Company.

The Company’s

internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with accounting principles generally accepted in the United States.

Management assessed the effectiveness of

the Company’s internal control over financial reporting as of December 31, 2025 .

In making this assessment, our

management used the criteria for effective internal control over financial reporting described in “Internal

Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway

Commission in 2013.

Based on this assessment, management has determined that, as of December 31, 2025 , the

Company’s internal control over financial reporting is effective.

The effectiveness of our internal control over

financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered

public accounting firm, as stated in their attestation report, included herein.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect

misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that

controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

The Company monitors and evaluates on an ongoing basis its internal control over financial reporting in order to improve its overall effectiveness.

In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant.

As required by Rule 13a-15(d), Match Group management, including the CEO and the CFO, also conducted an evaluation of the Company’s internal control over financial reporting to determine whether any changes occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company monitors and evaluates on an ongoing basis its internal control over financial reporting in

order to improve its overall effectiveness.

In the course of these evaluations, the Company modifies and refines

its internal processes as conditions warrant.

As required by Rule 13a-15(d), Match Group management, including

the CEO and the CFO, also conducted an evaluation of the Company’s internal control over financial reporting to

determine whether any changes occurred during the quarter ended December 31, 2025 that have materially

affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Based on that evaluation, there has been no such change during the quarter ended December 31, 2025 .

3 unchanged sentences

We have audited Match Group, Inc.

and subsidiaries’ 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) (the COSO criteria).

In our opinion, Match Group, Inc.

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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), and our report dated February 27, 2025 expressed an unqualified opinion thereon.

and subsidiaries’ 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) (the COSO criteria).

In our opinion,

Match Group, Inc.

and subsidiaries (the Company) maintained, in all material respects, effective internal control

over financial reporting as of December 31, 2025 , based on the COSO criteria.

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

(United States) (PCAOB), the consolidated balance sheets of 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) and our report dated February 26, 2026 expressed an

unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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.

The Company’s management is responsible for maintaining effective internal control over financial reporting and

for its assessment of the effectiveness of internal control over financial reporting included in the accompanying

Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion

on the Company’s internal control over financial reporting based on our audit.

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 audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

Those standards require that we plan

and perform the audit to obtain reasonable assurance about whether effective internal control over financial

reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that

a material weakness exists, testing and evaluating the design and operating effectiveness of internal control

based on the assessed risk, and performing such other procedures as we considered necessary in the

circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes

in accordance with generally accepted accounting principles.

A company’s internal control over financial

reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting principles, and that receipts and expenditures of

the company are being made only in accordance with authorizations of management and directors of the

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company’s assets that could have a material effect on the financial

Because of its inherent limitations, internal control over financial reporting may not prevent or detect

misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that

controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

/s/ Ernst & Young LLP

3 unchanged sentences

Insider Trading Arrangements

During the three months ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

During the three months ended December 31, 2025 , no director or officer (as defined in Rule 16a-1(f)

under the Securities Exchange Act of 1934, as amended) of the Company adopted or terminated a “Rule 10b5-1

trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of

Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

The information required by Part III (Items 10, 11, 12, 13 and 14) has been incorporated by reference to Match Group’s definitive Proxy Statement to be used in connection with its 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), as set forth below in accordance with General Instruction G(3) of Form 10-K.

The information required by Part III (Items 10, 11, 12, 13 and 14) has been incorporated by reference to

Match Group’s definitive Proxy Statement to be used in connection with its 2026 Annual Meeting of

Stockholders (the “ 2026 Proxy Statement”), as set forth below in accordance with General Instruction G(3) of

Directors, Executive Officers and Corporate Governance

The information required by Item 401 of Regulation S-K relating to directors and executive officers of Match Group is set forth in the sections entitled “Information Concerning Director Nominees and Other Board Members” and “Information Concerning Match Group Executive Officers Who Are Not Directors,” respectively, in the 2025 Proxy Statement.

The information required by Item 406 of Regulation S-K relating to Match Group’s Code of Ethics is set forth under the caption “Item 1—Business–Additional information—Code of ethics” of this annual report and is incorporated herein by reference.

The information required by subsections (c)(3), (d)(4) and (d)(5) of Item 407 of Regulation S-K is set forth in the sections entitled “Corporate Governance” and “The Board and Board Committees” in the 2025 Proxy Statement and is incorporated herein by reference.

The Company has insider trading policies and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers, employees, contractors and the Company.

We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

A copy of our insider trading policies and procedures are filed with this Annual Report on Form 10-K as Exhibits 19.1 and 19.2.

The information required by Item 401 of Regulation S-K relating to directors and executive officers of

Match Group is set forth in the sections entitled “Information Concerning Director Nominees and Other Board

Members” and “Information Concerning Match Group Executive Officers Who Are Not Directors,” respectively,

in the 2026 Proxy Statement.

The information required by Item 406 of Regulation S-K relating to Match Group’s

Code of Ethics is set forth under the caption “Item 1—Business–Additional information—Code of ethics” of this

annual report and is incorporated herein by reference.

The information required by subsections (c)(3), (d)(4) and

(d)(5) of Item 407 of Regulation S-K is set forth in the sections entitled “Corporate Governance” and “The Board

and Board Committees” in the 2026 Proxy Statement and is incorporated herein by reference.

With regard to the

information required by Item 405 of Regulation S-K relating to compliance with Section 16(a) of the Exchange

Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in the 2026 Proxy Statement under

“Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference.

The Company has insider trading policies and procedures that govern the purchase, sale and other

dispositions of its securities by directors, officers, employees, contractors and the Company.

We believe these

policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and

regulations and applicable listing standards.

A copy of our insider trading policies and procedures are filed with

or incorporated by reference into this Annual Report on Form 10-K as Exhibits 19.1 and 19.2.

Executive Compensation

The information required by Item 402 of Regulation S-K relating to executive and director compensation is set forth in the sections entitled “Executive Compensation” and “Director Compensation” in the 2025 Proxy Statement and is incorporated herein by reference.

The information required by subsections (e)(4) and (e)(5) of Item 407 of Regulation S-K relating to certain compensation committee matters is set forth in the sections entitled “The Board and Board Committees,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in the 2025 Proxy Statement and is incorporated herein by reference;

provided, that the information set forth in the section entitled “Compensation Committee Report” shall be deemed furnished herein and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

The information required by Item 402 of Regulation S-K relating to executive and director compensation is

set forth in the sections entitled “Executive Compensation” and “Director Compensation” in the 2026 Proxy

Statement and is incorporated herein by reference.

The information required by subsections (e)(4) and (e)(5) of

Item 407 of Regulation S-K relating to certain compensation committee matters is set forth in the sections

entitled “The Board and Board Committees,” “Compensation Committee Report” and “Compensation

Committee Interlocks and Insider Participation” in the 2026 Proxy Statement and is incorporated herein by

provided, that the information set forth in the section entitled “Compensation Committee Report”

shall be deemed furnished herein and shall not be deemed incorporated by reference into any filing under the

Securities Act or the Exchange Act.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information regarding ownership of Match Group common stock required by Item 403 of Regulation S-K and securities authorized for issuance under Match Group’s various equity compensation plans required by Item 201(d) of Regulation S-K is set forth in the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information,” respectively, in the 2025 Proxy Statement and is incorporated herein by reference.

The information regarding ownership of Match Group common stock required by Item 403 of Regulation S-

K and securities authorized for issuance under Match Group’s various equity compensation plans required by

Item 201(d) of Regulation S-K is set forth in the sections entitled “Security Ownership of Certain Beneficial

Owners and Management” and “Equity Compensation Plan Information,” respectively, in the 2026 Proxy

Statement and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

Information regarding certain relationships and related transactions involving Match Group required by Item 404 of Regulation S-K and director independence determinations required by Item 407(a) of Regulation S-K is set forth in the sections entitled “Certain Relationships and Related Person Transactions” and “Corporate Governance,” respectively, in the 2025 Proxy Statement and is incorporated herein by reference.

Information regarding certain relationships and related transactions involving Match Group required by

Item 404 of Regulation S-K and director independence determinations required by Item 407(a) of Regulation S-K

is set forth in the sections entitled “Certain Relationships and Related Person Transactions” and “Corporate

Governance,” respectively, in the 2026 Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services

Information required by Item 9(e) of Schedule 14A regarding the fees and services of Match Group’s independent registered public accounting firm and the pre-approval policies and procedures applicable to services provided to Match Group by such firm is set forth in the sections entitled “Fees Paid to Our Independent Registered Public Accounting Firm” and “Audit and Non-Audit Services Pre-Approval Policy,” respectively, in the 2025 Proxy Statement and is incorporated herein by reference.

Information required by Item 9(e) of Schedule 14A regarding the fees and services of Match Group’s

independent registered public accounting firm and the pre-approval policies and procedures applicable to

services provided to Match Group by such firm is set forth in the sections entitled “Fees Paid to Our Independent

Registered Public Accounting Firm” and “Audit and Non-Audit Services Pre-Approval Policy,” respectively, in the

2026 Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

10 unchanged sentences

(2) Consolidated Financial Statement Schedule of Match Group, Inc.

II Valuation and Qualifying Accounts.

All other financial statements and schedules not listed have been omitted since the required information is either included in the Consolidated Financial Statements or the notes thereto, is not applicable or is not required.

Valuation and Qualifying Accounts.

All other financial statements and schedules not listed have been omitted since the required information is

either included in the Consolidated Financial Statements or the notes thereto, is not applicable or is not

See Exhibit Index below for a complete list of Exhibits to this report.

1 unchanged sentence

EXHIBIT INDEX

The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith, incorporated by reference herein by reference to the location indicated, or furnished herewith.

Incorporated by Reference Filed (†) or

The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed

herewith, incorporated by reference herein by reference to the location indicated, or furnished herewith.

Incorporated by Reference

Furnished (‡)

(as indicated)

Exhibit Description Form SEC

Exhibit Filing

Transaction Agreement, dated as of December 19, 2019, by and among IAC/InterActiveCorp (Former IAC), Match Group, Inc.

(Former Match Group), IAC Holdings, Inc.

and Valentine Merger Sub LLC

8-K 000-20570 2.1 12/20/2019

Amendment, dated as of April 28, 2020, to the Transaction Agreement by and among IAC/InterActiveCorp (Former IAC), Match Group, Inc.

(Former Match Group), IAC Holdings, Inc.

and Valentine Merger Sub LLC

8-K 000-20570 2.1 4/28/2020

Amendment No.

2 to Transaction Agreement, dated as of June 22, 2020, by and among IAC/InterActiveCorp (Former IAC), Match Group, Inc.

(Former Match Group), IAC Holdings, Inc.

and Valentine Merger Sub LLC

8-K 000-20570 2.1 6/22/2020

Share Purchase Agreement, dated as of February 10, 2021, by and among the Company, the Buyer and the Sellers

8-K 001-34148 2.1 2/10/2021

Amendment and Supplement No.

1 to Share Purchase Agreement, dated as of June 17, 2021, by and among Sellers’ Representatives, the Buyer and the Company

10-Q 001-34148 2.1 8/6/2021

Restated Certificate of Incorporation of IAC/InterActiveCorp (Former IAC)

8-A/A 000-20570 3.1 8/12/2005

Certificate of Amendment to Restated Certificate of Incorporation of IAC/InterActive Corp (Former IAC)

8-K 001-34148 3.1 8/22/2008

Certificate of Amendment to Restated Certificate of Incorporation of IAC/InterActiveCorp (Former IAC)

8-A/A 001-34148 3.4 7/1/2020

Certificate of Amendment to Restated Certificate of Incorporation of IAC/InterActiveCorp (Former IAC)

8-A/A 001-34148 3.5 7/1/2020

Certificate of Amendment to Restated Certificate of Incorporation of IAC/InterActiveCorp (Former IAC)

8-A/A 001-34148 3.6 7/1/2020

Certificate of Amendment to Restated Certificate of Incorporation of IAC/InterActiveCorp (Former IAC)

8-A/A 001-34148 3.7 7/1/2020

Certificate of Elimination, with respect to the Series 1 Mandatory Exchangeable Preferred Stock

8-K 001-34148 3.5 7/2/2020

Certificate of Elimination, with respect to the Series 2 Mandatory Exchangeable Preferred Stock

8-K 001-34148 3.6 7/2/2020

Certificate of Elimination, with respect to the Series A Cumulative Preferred Stock

8-K 001-34148 3.7 7/2/2020

Certificate of Elimination, with respect to the Series B Cumulative Preferred Stock

8-K 001-34148 3.8 7/2/2020

Certificate of Elimination, with respect to the Series C Cumulative Preferred Stock.

8-K 001-34148 3.9 7/2/2020

Certificate of Elimination, with respect to the Series D Cumulative Preferred Stock

8-K 001-34148 3.10 7/2/2020

Fourth Amended and Restated By-Laws of Match Group, Inc.

8-K 001-34148 3.2 12/12/2023

Exhibit Description

Fifth Amended and Restated Certificate of

Incorporation of Match Group, Inc.

Fifth Amended and Restated Bylaws of Match Group,

Description of Securities

10-K 001-34148 4.1 2/23/2024

Specimen Stock Certificate of Match Group Inc.

S-4/A 333-236420

4.3 4/28/2020

Indenture for 0.875% Senior Exchangeable Notes due 2026, dated as of May 28, 2019, among IAC FinanceCo 2, Inc., IAC/InterActiveCorp (Former IAC) and U.S.

Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.)

8-K 000-20570 4.1 5/28/2019

Incorporated by Reference Filed (†) or

Indenture for 0.875% Senior Exchangeable Notes due

2026, dated as of May 28, 2019, among IAC

FinanceCo 2, Inc., IAC/InterActiveCorp and U.S.

National Association (as Successor Trustee to

Computershare Trust Company, N.A.)

Supplemental Indenture, dated as of June 30, 2020,

among IAC FinanceCo 2, Inc., Match Group, Inc.

Bank National Association (as Successor Trustee

to Computershare Trust Company, N.A.), relating to

the 0.875% Senior Exchangeable Notes due 2026

Incorporated by Reference

Furnished (‡)

(as indicated)

Exhibit Description Form SEC

Exhibit Filing

Supplemental Indenture, dated as of June 30, 2020, among IAC FinanceCo 2, Inc., Match Group, Inc.

Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.), relating to the 0.875% Senior Exchangeable Notes due 2026

8-K 001-34148 4.5 7/2/2020

Indenture for 2.00% Senior Exchangeable Notes due 2030, dated as of May 28, 2019, among IAC FinanceCo 3, Inc., IAC/InterActiveCorp (Former IAC) and U.S.

Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.)

8-K 000-20570 4.2 5/28/2019

Supplemental Indenture, dated as of June 30, 2020, among IAC FinanceCo 3, Inc., Match Group, Inc.

Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.), relating to the 2.00% Senior Exchangeable Notes due 2030

8-K 001-34148 4.7 7/2/2020

Indenture, dated December 4, 2017, between Match Group, Inc.

(Former Match Group) and Computershare Trust Company, N.A., as Trustee

8-K 001-37636 4.1 12/4/2017

Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc., Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the 5.000% Senior Notes due 2027

8-K 001-34148 4.9 7/2/2020

Indenture, dated May 19, 2020, between Match Group, Inc.

(Former Match Group) and Computershare Trust Company, N.A., as Trustee

8-K 001-37636 4.1 5/20/2020

8-K 001-34148 4.11 7/2/2020

Indenture, dated as of February 15, 2019, between Match Group, Inc.

(Former Match Group) and Computershare Trust Company, N.A.

8-K 001-37636 4.1 2/15/2019

8-K 001-34148 4.13 7/2/2020

Indenture, dated as of February 11, 2020, between Match Group, Inc.

(Former Match Group) and Computershare Trust Company, N.A., as Trustee

8-K 001-37636 4.1 2/11/2020

8-K 001-34148 4.15 7/2/2020

Indenture, dated as of October 4, 2021, between Match Group Holdings II, LLC and U.S.

Bank National Association, as trustee

8-K 001-34148 4.1 10/5/2021

Tax Matters Agreement, dated as of June 30, 2020, by and between IAC/InterActiveCorp (Former IAC) and IAC Holdings, Inc.

8-K 001-34148 10.3 7/2/2020

Exhibit Description

Indenture for 2.00% Senior Exchangeable Notes due

2030, dated as of May 28, 2019, among IAC

FinanceCo 3, Inc., IAC/InterActiveCorp and U.S.

National Association (as Successor Trustee to

Computershare Trust Company, N.A.)

Supplemental Indenture, dated as of June 30, 2020,

among IAC FinanceCo 3, Inc., Match Group, Inc.

Bank National Association (as Successor Trustee

to Computershare Trust Company, N.A.), relating to

the 2.00% Senior Exchangeable Notes due 2030

Indenture, dated December 4, 2017, between Match

and Computershare Trust Company, N.A.,

Supplemental Indenture, dated as of June 30, 2020,

by and among Match Group, Inc., Match Group

Holdings II, LLC and Computershare Trust Company,

N.A., as Trustee, relating to the 5.000% Senior Notes

Indenture, dated May 19, 2020, between Match

and Computershare Trust Company, N.A.,

Supplemental Indenture, dated as of June 30, 2020,

by and among Match Group, Inc., Match Group

Holdings II, LLC and Computershare Trust Company,

N.A., as Trustee, relating to the 4.625% Senior Notes

Indenture, dated as of February 15, 2019, between

Match Group, Inc.

2020 Stock and Annual Incentive Plan (1)

S-4/A 333-236420 Annex F 4/28/2020

and Computershare Trust

Company, N.A.

Supplemental Indenture, dated as of June 30, 2020,

by and among Match Group, Inc., Match Group

Holdings II, LLC and Computershare Trust Company,

N.A., as Trustee, relating to the issuance of the

5.625% Senior Notes due 2029

Indenture, dated as of February 11, 2020, between

Match Group, Inc.

(Former Match Group) Amended and Restated 2017 Stock and Annual Incentive Plan (1)

8-K 001-37636 10.1 6/21/2018

and Computershare Trust

Company, N.A., as Trustee

Supplemental Indenture, dated as of June 30, 2020,

by and among Match Group, Inc., Match Group

Holdings II, LLC and Computershare Trust Company,

N.A., as Trustee, relating to the issuance of the

4.125% Senior Notes due 2030

Indenture, dated as of October 4, 2021, between

Match Group Holdings II, LLC and U.S.

Bank National

Association, as trustee

Indenture, dated as of August 20, 2025, between

Match Group Holdings II, LLC and U.S.

Company, National Association, as trustee

Match Group, Inc.

2020 Stock and Annual Incentive

Match Group, Inc.

Amended and Restated 2017 Stock

and Annual Incentive Plan (1)

First Amendment to Match Group, Inc.

(Former Match Group) Amended and Restated 2017 Stock and Annual Incentive Plan (1)

8-K 001-34148 10.5 7/2/2020

Form of Terms and Conditions for Stock Options granted under the Match Group, Inc.

(Former Match Group) 2017 Stock and Annual Incentive Plan (1)

10-Q 001-37636 10.1 11/9/2017

Incorporated by Reference Filed (†) or

Restated 2017 Stock and Annual Incentive Plan (1)

Form of Terms and Conditions for Stock Options

granted under the Match Group, Inc.

2017 Stock and

Annual Incentive Plan (1)

Form of Award Agreement for Performance-based

Restricted Stock Units granted under the Match

Amended and Restated 2017 Stock and

Annual Incentive Plan.(1)

Form of Award Agreement for Restricted Stock Units

granted under the Match Group, Inc.

Restated 2017 Stock and Annual Incentive Plan.(1)

Incorporated by Reference

Furnished (‡)

(as indicated)

Exhibit Description Form SEC

Exhibit Filing

Form of Terms and Conditions for Restricted Stock Units granted under the Match Group, Inc.

(Former Match Group) 2017 Stock and Annual Incentive Plan (1)

10-Q 001-37636 10.2 11/9/2017

Form of Terms and Conditions for Performance-based Restricted Stock Units granted under the Match Group, Inc.

Amended and Restated 2017 Stock and Annual Incentive Plan (1)

10-Q 001-34148 10.2 5/7/2021

2022 Form of Award Agreement for Performance-based Restricted Stock Units granted under the Match Group, Inc.

Amended and Restated 2017 Stock and Annual Incentive Plan.(1)

10-Q 001-34148 10.1 5/6/2022

2022 Form of Award Agreement for Restricted Stock Units granted under the Match Group, Inc.

Amended and Restated 2017 Stock and Annual Incentive Plan.(1)

10-Q 001-34148 10.2 5/6/2022

Exhibit Description

Match Group, Inc.

(Former Match Group) 2015 Stock and Annual Incentive Plan (1)

8-K 001-37636 10.5 11/24/2015

2015 Stock and Annual Incentive

First Amendment to Match Group, Inc.

(Former Match Group) 2015 Stock and Annual Incentive Plan (1)

10-Q 001-37636 10.1 8/4/2017

and Annual Incentive Plan (1)

Second Amendment to Match Group, Inc.

(Former Match Group) 2015 Stock and Annual Incentive Plan (1)

8-K 001-34148 10.10 7/2/2020

Form of Terms and Conditions for Stock Options granted under the Match Group, Inc.

(Former Match Group) 2015 Stock and Annual Incentive Plan (1)

10-K 001-37636 10.7 2/28/2017

Form of Award Agreement for Restricted Stock Units granted under the Match Group, Inc.

2015 Stock and Annual Incentive Plan (1)

10-Q 001-34148 10.1 5/8/2024

Form of Award Agreement for Performance-based Restricted Stock Units granted under the Match Group, Inc.

and Annual Incentive Plan (1)

Form of Award Agreement for Restricted Stock Units

granted under the Match Group, Inc.

2015 Stock and

Annual Incentive Plan (1)

Form of Award Agreement for Performance-based

Restricted Stock Units granted under the Match

2015 Stock and Annual Incentive Plan (1)

10-Q 001-34148 10.2 5/8/2024

Match Group, Inc.

Amended and Restated 2024 Stock

and Annual Incentive Plan (1)

Form of Award Agreement for Restricted Stock Units

granted under the Match Group, Inc.

2024 Stock and

Annual Incentive Plan (1)

Form of Award Agreement for Performance-based

Restricted Stock Units granted under the Match

2024 Stock and Annual Incentive Plan (1)

8-K 001-34148 10.1 6/21/2024

Match Group, Inc.

2021 Global Employee Stock Purchase Plan (1)

10-Q 001-34148 10.2 8/6/2021

Employment Agreement, dated as of May 3, 2022, between Match Group, Inc.

2021 Global Employee Stock

Purchase Plan (1)

Employment Agreement between Match Group, Inc.

and Spencer Rascoff, effective February 4, 2025 (1)

Employment Agreement between Match Group, Inc.

and Hesam Hosseini, dated effective April 1, 2025 (1)

Employment Agreement, effective September 23,

2024, between Match Group, Inc.

and Sean Edgett (1)

First Amendment to the Employment Agreement

between Match Group, Inc.

and Sean Edgett, dated

September 17, 2025

Employment Agreement, dated as of May 3, 2022,

between Match Group, Inc.

and Bernard Kim.(1)

10-Q 001-34148 10.1 8/5/2022

Amended and Restated Employment Agreement, dated as of June 9, 2022, between Match Group, Inc.

Amended and Restated Employment Agreement,

dated as of June 9, 2022, between Match Group, Inc.

and Gary Swidler (1)

8-K 001-34148 10.1 6/10/2022

First Amendment to Amended and Restated Employment Agreement, dated as of January 26, 2023, between Match Group, Inc.

First Amendment to Amended and Restated

Employment Agreement, dated as of January 26,

2023, between Match Group, Inc.

and Gary Swidler

8-K 001-34148 10.1 1/26/2023

Second Amendment to the Amended and Restated Employment Agreement between Match Group, Inc.

Second Amendment to the Amended and Restated

Employment Agreement between Match Group, Inc.

and Gary Swidler, dated October 7, 2024 (1)

8-K 001-34148 10.2 10/7/2024

Employment Agreement between Jared Sine and Match Group, Inc.

(Former Match Group) dated as of August 8, 2018 (1)

8-K 001-37636 10.2 8/14/2018

Assignment of Employment Agreement among Jared Sine, Match Group, Inc.

and Valentine Merger Sub LLC, dated as of June 30, 2020 (1)

8-K 001-34148 10.19 7/2/2020

Summary of Non-Employee Director Compensation Arrangements (1)

10-Q 001-34148 10.1 8/1/2024

Third Amendment to the Amended and Restated

Employment Agreement between Match Group, Inc.

and Gary Swidler, dated March 1, 2025 (1)

Transition and Separation Agreement, dated October

1, 2024, between Match Group Americas, LLC and

Jeanette Teckman (1)

Summary of Non-Employee Director Compensation

Arrangements (1)

2020 Match Group, Inc.

Deferred Compensation Plan for Non-Employee Directors (1)

8-K 001-34148 10.1 10/27/2020

Incorporated by Reference Filed (†) or

Deferred Compensation Plan

for Non-Employee Directors (1)

Amended and Restated Credit Agreement, dated as

of November 16, 2015, among Match Group, Inc., as

borrower, the lenders party thereto, JPMorgan Chase

Bank, N.A., as administrative agent, and the other

parties thereto

Incorporated by Reference

Furnished (‡)

(as indicated)

Exhibit Description Form SEC

Exhibit Filing

Amended and Restated Credit Agreement, dated as of November 16, 2015, among Match Group, Inc.

(Former Match Group), as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto

10-K 001-37636 10.11 3/28/2016

Exhibit Description

Amendment No.

3, dated as of December 8, 2016, to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, among Match Group, Inc.

(Former Match Group), as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto

8-K 001-37636 10.1 12/8/2016

3, dated as of December 8, 2016, to

the Credit Agreement dated as of October 7, 2015, as

amended and restated as of November 16, 2015, as

further amended as of December 16, 2015, among

Match Group, Inc., as borrower, the lenders party

thereto, JPMorgan Chase Bank, N.A., as

administrative agent, and the other parties thereto

Amendment No.

4, dated as of August 14, 2017, to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, among Match Group, Inc.

(Former Match Group), as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto

8-K 001-37636 10.1 8/17/2017

4, dated as of August 14, 2017, to

the Credit Agreement dated as of October 7, 2015, as

amended and restated as of November 16, 2015, as

further amended as of December 16, 2015, as further

amended as of December 8, 2016, among Match

Group, Inc., as borrower, the lenders party thereto,

JPMorgan Chase Bank, N.A., as administrative agent,

and the other parties thereto

Amendment No.

5 dated as of December 7, 2018 to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, and as further amended as of August 14, 2017, among Match Group, Inc.

(Former Match Group), as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto

8-K 001-37636 10.1 12/13/2018

5 dated as of December 7, 2018 to

the Credit Agreement dated as of October 7, 2015, as

amended and restated as of November 16, 2015, as

further amended as of December 16, 2015, as further

amended as of December 8, 2016, and as further

amended as of August 14, 2017, among Match

as borrower, the lenders party thereto,

JPMorgan Chase Bank, N.A., as administrative agent

and the other parties thereto

Amendment No.

6 dated as of February 13, 2020 to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, as further amended as of August 14, 2017 and as further amended as of December 7, 2018, among Match Group, Inc.

(Former Match Group), as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto

8-K 001-37636 10.1 2/20/2020

Joinder and Reaffirmation Agreement, dated as June 30, 2020, by and among Match Group, Inc., Match Group Holdings II, LLC, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, to the Credit Agreement, dated as of November 16, 2015, among Match Group, Inc.

(Former Match Group), as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, as amended

8-K 001-34148 10.25 7/2/2020

6 dated as of February 13, 2020 to

the Credit Agreement dated as of October 7, 2015, as

amended and restated as of November 16, 2015, as

further amended as of December 16, 2015, as further

amended as of December 8, 2016, as further

amended as of August 14, 2017 and as further

amended as of December 7, 2018, among Match

Group, Inc., as borrower, the lenders party thereto,

JPMorgan Chase Bank, N.A., as administrative agent

and the other parties thereto

Joinder and Reaffirmation Agreement, dated as June

30, 2020, by and among Match Group, Inc., Match

Group Holdings II, LLC, JPMorgan Chase Bank, N.A., as

administrative agent, and the other parties thereto,

to the Credit Agreement, dated as of November 16,

2015, among Match Group, Inc., as borrower, the

lenders party thereto, JPMorgan Chase Bank, N.A., as

administrative agent, and the other parties thereto,

Amendment No.

7 dated as of March 26, 2021 to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, as further amended as of August 14, 2017, as further amended as of December 17, 2018 and as further amended as of February 13, 2020, among Match Group Holdings II, LLC, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto

8-K 001-34148 10.1 3/31/2021

7 dated as of March 26, 2021 to the

Credit Agreement dated as of October 7, 2015, as

amended and restated as of November 16, 2015, as

further amended as of December 16, 2015, as further

amended as of December 8, 2016, as further

amended as of August 14, 2017, as further amended

as of December 17, 2018 and as further amended as

of February 13, 2020, among Match Group Holdings

II, LLC, as borrower, the lenders party thereto,

JPMorgan Chase Bank, N.A., as administrative agent

and the other parties thereto

Amendment No.

8 dated as of June 21, 2023 to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, as further amended as of August 14, 2017, as further amended as of December 17, 2018, as further amended as of February 13, 2020 and as further amended as of March 26, 2021, among Match Group Holdings II, LLC, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto

10-Q 001-34148 10.1 8/3/2023

Incorporated by Reference Filed (†) or

8 dated as of June 21, 2023 to the

Credit Agreement dated as of October 7, 2015, as

amended and restated as of November 16, 2015, as

further amended as of December 16, 2015, as further

amended as of December 8, 2016, as further

amended as of August 14, 2017, as further amended

as of December 17, 2018, as further amended as of

February 13, 2020 and as further amended as of

March 26, 2021, among Match Group Holdings II, LLC,

as borrower, the lenders party thereto, JPMorgan

Chase Bank, N.A., as administrative agent and the

other parties thereto

Incorporated by Reference

Furnished (‡)

(as indicated)

Exhibit Description Form SEC

Exhibit Filing

Exhibit Description

Amendment No.

9 dated as of March 20, 2024 to the Amended and Restated Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, as further amended as of August 14, 2017, as further amended as of December 7, 2018, as further amended as of February 13, 2020, as further amended as of March 26, 2021, and as further amended as of June 21, 2023, among Match Group Holdings II, LLC, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto.

8-K 001-34148 10.1 3/22/2024

9 dated as of March 20, 2024 to the

Amended and Restated Credit Agreement dated as of

October 7, 2015, as amended and restated as of

November 16, 2015, as further amended as of

December 16, 2015, as further amended as of

December 8, 2016, as further amended as of August

14, 2017, as further amended as of December 7,

2018, as further amended as of February 13, 2020, as

further amended as of March 26, 2021, and as

further amended as of June 21, 2023, among Match

Group Holdings II, LLC, as borrower, the lenders party

thereto, JPMorgan Chase Bank, N.A., as

administrative agent and the other parties thereto.

Match Group, Inc.

Securities Trading Policy

Match Group Stock Repurchase Policies and Procedures

Match Group Stock Repurchase Policies and

Subsidiaries of the Registrant as of December 31,

Consent of Ernst & Young LLP.

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Executive Officer pursuant

to Rule 13a-14(a) or 15d-14(a) of the Securities

Exchange Act of 1934, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to

Rule 13a-14(a) or 15d-14(a) of the Securities

Exchange Act of 1934, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Executive Officer pursuant

Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to

Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002.

Match Group, Inc.

Compensation Recoupment Policy

10-K 001-34148 97.1 2/23/2024

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH XBRL Taxonomy Extension Schema Document †

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document †

101.DEF XBRL Taxonomy Extension Definition Linkbase Document †

101.LAB XBRL Taxonomy Extension Label Linkbase Document †

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document †

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

XBRL Instance Document - the instance document

does not appear in the Interactive Data File because

its XBRL tags are embedded within the Inline XBRL

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101)

______________________

(1) Reflects management contracts and management and director compensatory plans.

* Certain schedules and exhibits to the Transaction Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company hereby agrees to furnish supplementally a copy of any omitted schedule and/or exhibit to the SEC upon request.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 27, 2025 MATCH GROUP, INC.

/s/ GARY SWIDLER

President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 27, 2025:

Signature Title

/s/ SPENCER RASCOFF Chief Executive Officer and Director

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 26, 2026

MATCH GROUP, INC.

/s/ STEVEN BAILEY

Steven Bailey

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the

following persons on behalf of the Registrant and in the capacities indicated on February 26, 2026 :

/s/ SPENCER RASCOFF

Chief Executive Officer and Director

(Principal Executive Officer)

Spencer Rascoff

/s/ GARY SWIDLER President and Chief Financial Officer

/s/ STEVEN BAILEY

Chief Financial Officer

(Principal Financial Officer)

Steven Bailey

/s/ PHILIP D.

EIGENMANN Chief Accounting Officer

Chief Accounting Officer

(Principal Accounting Officer)

/s/ THOMAS J.

McINERNEY Chairman of the Board

/s/ STEPHEN BAILEY Director

Chairman of the Board

/s/ STEPHEN BAILEY

Stephen Bailey

/s/ MELISSA BRENNER Director

/s/ MELISSA BRENNER

Melissa Brenner

/s/ SHARMISTHA DUBEY Director

/s/ KELLY CAMPBELL

Kelly Campbell

/s/ DARRELL CAVENS

Darrell Cavens

/s/ SHARMISTHA DUBEY

Sharmistha Dubey

/s/ LAURA JONES Director

McDANIEL Director

SCHIFFMAN Director

/s/ LAURA JONES

/s/ PAMELA S.

SEYMON Director

SPOON Director

MATCH GROUP, INC.

1 unchanged sentence

VALUATION AND QUALIFYING ACCOUNTS

Description Balance at

Beginning of Period Charges to

Earnings Charges to

Other Accounts Deductions Balance at

End of Period

(In thousands)

Allowance for credit losses $ 603 $ 75 (a)

$ ( 300 ) $ 1 (d)

Deferred tax valuation allowance 159,675 8,860 (e)

( 1,109 ) (f)

( 10,716 ) (c)

Allowance for credit losses

Deferred tax valuation

Other reserves

Allowance for credit losses $ 387 $ 368 (a)

$ ( 151 ) $ ( 1 ) (d)

Deferred tax valuation allowance 71,132 127,700 (b)

( 39,015 ) (g)

Allowance for credit losses

Deferred tax valuation

Other reserves

Allowance for doubtful accounts $ 281 $ 109 (a)

$ ( 2 ) $ ( 1 ) (d)

Deferred tax valuation allowance 86,071 8,458 (e)

Allowance for credit losses

Deferred tax valuation

Other reserves

______________________

(a) Additions to the allowance for credit losses and doubtful accounts are charged to expense, net of the recovery of previous year expenses, if any.

(b) Additions to the deferred tax valuation allowance are primarily related to certain foreign net operating losses.

(a) Additions to the allowance for credit losses are charged to expense, net of the recovery of previous year

expenses, if any.

(b) Amounts are primarily related to certain foreign net operating losses.

(d) Write-off of fully reserved accounts receivable.

(e) Amount is primarily related to foreign tax credits, foreign net operating losses, and foreign interest deductions.

(e) Amount is primarily related to foreign tax credits, foreign net operating losses, and foreign interest

(f) Amount is related to currency translation adjustments on foreign net operating losses.

(g) Deductions to the deferred tax valuation allowance are primarily related to U.S.

foreign tax credits and state NOLs that we now expect to be able to utilize.

foreign tax credits and

state NOLs that we now expect to be able to utilize.

(h) Amount is primarily related to foreign interest deductions.

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 9A. Controls and Procedures