Match Group, Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 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, 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”), 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. dollar. 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, 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. 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 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. 62 Table of Contents Item 8. Consolidated Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Match Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Match Group, Inc. 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, 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. 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. 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. 63 Table of Contents 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 $3.5 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 We have served as the Company’s auditor since 1996. New York, New York February 26, 2026 64 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET December 31, 2025 2024 (In thousands, except share data) ASSETS Cash and cash equivalents $ 1,027,838 $ 965,993 Short-term investments 3,461 4,734 Accounts receivable, net of allowance of $ 304 and $ 379 , respectively 303,495 324,963 Other current assets 92,500 102,072 Total current assets 1,427,294 1,397,762 Property and equipment, net 131,159 158,189 Goodwill 2,339,350 2,310,730 Intangible assets, net 192,929 215,448 Deferred income taxes 216,057 262,557 Other non-current assets 154,022 121,085 TOTAL ASSETS $ 4,460,811 $ 4,465,771 LIABILITIES AND SHAREHOLDERS’ EQUITY LIABILITIES Current maturities of long-term debt, net $ 423,580 $ — Accounts payable 9,577 18,262 Deferred revenue 151,337 166,142 Accrued expenses and other current liabilities 422,051 365,057 Total current liabilities 1,006,545 549,461 Long-term debt, net 3,549,099 3,848,983 Income taxes payable 43,522 33,332 Deferred income taxes 10,732 11,770 Other long-term liabilities 104,309 85,882 Commitments and contingencies SHAREHOLDERS’ EQUITY Common stock; $ 0.001 par value; authorized 1,600,000,000 shares; 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 300 294 Additional paid-in capital 8,721,015 8,756,482 Retained deficit ( 5,966,307 ) ( 6,579,753 ) Accumulated other comprehensive loss ( 422,620 ) ( 449,611 ) Treasury stock; 67,636,263 and 42,971,740 shares, respectively ( 2,585,892 ) ( 1,791,071 ) Total Match Group, Inc. shareholders’ equity ( 253,504 ) ( 63,659 ) Noncontrolling interests 108 2 Total shareholders’ equity ( 253,396 ) ( 63,657 ) TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 4,460,811 $ 4,465,771 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 65 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS Years Ended December 31, 2025 2024 2023 (In thousands, except per share data) Revenue $ 3,487,197 $ 3,479,373 $ 3,364,504 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 948,374 991,273 954,014 Selling and marketing expense 625,541 622,100 586,262 General and administrative expense 485,585 438,839 413,609 Product development expense 449,508 442,175 384,185 Depreciation 67,112 87,499 61,807 Impairments and amortization of intangibles 38,548 74,175 47,731 Total operating costs and expenses 2,614,668 2,656,061 2,447,608 Operating income 872,529 823,312 916,896 Interest expense ( 147,551 ) ( 160,071 ) ( 159,887 ) Other income, net 21,025 40,815 19,772 Income before income taxes 746,003 704,056 776,781 Income tax provision ( 132,542 ) ( 152,743 ) ( 125,309 ) Net income 613,461 551,313 651,472 Net (income) loss attributable to noncontrolling interests ( 15 ) ( 37 ) 67 Net income attributable to Match Group, Inc. shareholders $ 613,446 $ 551,276 $ 651,539 Net earnings per share attributable to Match Group, Inc. shareholders: Basic $ 2.53 $ 2.12 $ 2.36 Diluted $ 2.38 $ 2.02 $ 2.26 Stock-based compensation expense by function: Cost of revenue $ 6,501 $ 7,015 $ 5,934 Selling and marketing expense 11,655 12,620 9,730 General and administrative expense 90,402 103,554 98,510 Product development expense 149,644 144,192 117,925 Total stock-based compensation expense $ 258,202 $ 267,381 $ 232,099 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 66 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS Years Ended December 31, 2025 2024 2023 (In thousands) Net income $ 613,461 $ 551,313 $ 651,472 Other comprehensive income (loss), net of tax Change in foreign currency translation adjustment 26,986 ( 64,172 ) ( 16,279 ) Total other comprehensive income (loss) 26,986 ( 64,172 ) ( 16,279 ) Comprehensive income 640,447 487,141 635,193 Comprehensive (income) loss attributable to noncontrolling interests: Net (income) loss attributable to noncontrolling interests ( 15 ) ( 37 ) 67 Change in foreign currency translation adjustment attributable to noncontrolling interests 5 32 ( 10 ) Comprehensive (income) loss attributable to noncontrolling interests ( 10 ) ( 5 ) 57 Comprehensive income attributable to Match Group, Inc. shareholders $ 640,437 $ 487,136 $ 635,250 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 67 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY Years Ended December 31, 2025 , 2024 , and 2023 Match Group, Inc. Shareholders’ Equity Common Stock $ 0.001 Par Value Redeemable Noncontrolling Interests $ Shares Additional Paid-in Capital Retained (Deficit) Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Match Group, Inc. Shareholders’ Equity Noncontrolling Interests Total Shareholders’ Equity (In thousands) Balance as of December 31, 2022 $ — $ 287 286,817 $ 8,273,637 $ ( 7,782,568 ) $ ( 369,182 ) $ ( 482,049 ) $ ( 359,875 ) $ 994 $ ( 358,881 ) Net (loss) income 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 and employee stock purchase plan — 3 2,814 13,980 — — — 13,983 — 13,983 Purchase of treasury stock — — — — ( 550,489 ) ( 550,489 ) — ( 550,489 ) Purchase of redeemable noncontrolling interests ( 295 ) — — — — — — — — — Adjustment of redeemable noncontrolling interests to fair value 479 — — ( 479 ) — — — ( 479 ) — ( 479 ) Adjustment to noncontrolling interests to fair value — — — ( 2,100 ) — — — ( 2,100 ) 2,100 — Purchase of noncontrolling interest — — — 753 — — — 753 ( 3,157 ) ( 2,404 ) Noncontrolling interests created by the exercise of subsidiary denominated equity award — — — ( 411 ) — — — ( 411 ) 411 — Other — — — ( 6 ) — — — ( 6 ) — ( 6 ) Balance as of December 31, 2023 $ — $ 290 289,631 $ 8,529,200 $ ( 7,131,029 ) $ ( 385,471 ) $ ( 1,032,538 ) $ ( 19,548 ) $ 475 $ ( 19,073 ) 68 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY Years Ended December 31, 2025 , 2024 , and 2023 (continued) Match Group, Inc. Shareholders’ Equity Common Stock $ 0.001 Par Value Redeemable Noncontrolling Interests $ Shares Additional Paid-in Capital Retained (Deficit) Earnings Accumulated Other Comprehensive (Loss) Income Treasury Stock Total Match Group, Inc. Shareholders’ Equity Noncontrolling Interests Total Shareholders’ Equity (In thousands) Balance as of December 31, 2023 $ — $ 290 289,631 $ 8,529,200 $ ( 7,131,029 ) $ ( 385,471 ) $ ( 1,032,538 ) $ ( 19,548 ) $ 475 $ ( 19,073 ) Net income for the year ended December 31, 2024 — — — — 551,276 — — 551,276 37 551,313 Other comprehensive loss, net of tax — — — — — ( 64,140 ) — ( 64,140 ) ( 32 ) ( 64,172 ) Stock-based compensation expense — — — 273,942 — — — 273,942 — 273,942 Issuance of Match Group common stock pursuant to stock- based awards, net of withholding taxes, and employee stock purchase plan — 4 4,801 2,138 — — — 2,142 — 2,142 Dividends and dividend equivalents declared ( $ 0.19 per share of Common Stock and Restricted Stock Units) — — — ( 48,892 ) — — — ( 48,892 ) — ( 48,892 ) Dividend equivalents payable — — — 1,116 — — — 1,116 — 1,116 Purchase of treasury stock — — — — — — ( 758,533 ) ( 758,533 ) — ( 758,533 ) Adjustment of noncontrolling interests to fair value — — — ( 1,418 ) — — — ( 1,418 ) 1,418 — Purchase of noncontrolling interest — — — 397 — — — 397 ( 2,019 ) ( 1,622 ) Noncontrolling interest created by the exercise of subsidiary denominated equity award — — — — — — — — 150 150 Other — — — ( 1 ) — — — ( 1 ) ( 27 ) ( 28 ) Balance as of December 31, 2024 $ — $ 294 294,432 $ 8,756,482 $ ( 6,579,753 ) $ ( 449,611 ) $ ( 1,791,071 ) $ ( 63,659 ) $ 2 $ ( 63,657 ) Net income for the year ended December 31, 2025 — — — — 613,446 — — 613,446 15 613,461 Other comprehensive income (loss), net of tax — — — — — 26,991 — 26,991 ( 5 ) 26,986 Stock-based compensation expense — — — 269,253 — — — 269,253 — 269,253 Issuance of Match Group common stock pursuant to stock- based awards, net of withholding taxes, and employee stock purchase plan — 6 5,735 ( 121,890 ) — — — ( 121,884 ) — ( 121,884 ) Dividends and dividend equivalents declared ( $ 0.76 per share of Common Stock and Restricted Stock Units) — — — ( 189,621 ) — — — ( 189,621 ) — ( 189,621 ) Dividend equivalents payable — — — 6,961 — — — 6,961 — 6,961 Purchase of treasury stock — — — — — — ( 794,821 ) ( 794,821 ) — ( 794,821 ) Adjustment of noncontrolling interests to fair value — — — ( 75 ) — — — ( 75 ) 75 — Purchase of noncontrolling interest — — — ( 95 ) — — — ( 95 ) ( 84 ) ( 179 ) Noncontrolling interest created by the exercise of subsidiary denominated equity award — — — — — — — — 105 105 Balance as of December 31, 2025 $ — $ 300 300,167 $ 8,721,015 $ ( 5,966,307 ) $ ( 422,620 ) $ ( 2,585,892 ) $ ( 253,504 ) $ 108 $ ( 253,396 ) The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 69 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS Years Ended December 31, 2025 2024 2023 (In thousands) Net income $ 613,461 $ 551,313 $ 651,472 Adjustments to reconcile net income to net cash provided by operating activities: Stock-based compensation expense 258,202 267,381 232,099 Depreciation 67,112 87,499 61,807 Impairments and amortization of intangibles 38,548 74,175 47,731 Deferred income taxes 44,935 ( 14,952 ) 26,612 Other adjustments, net ( 593 ) 2,019 9,932 Changes in assets and liabilities Accounts receivable 23,624 ( 29,788 ) ( 107,412 ) Other assets 45,914 25,337 25,055 Accounts payable and other liabilities 17,228 ( 9,395 ) ( 5,961 ) Income taxes payable and receivable ( 11,911 ) 22,213 ( 3,337 ) Deferred revenue ( 16,140 ) ( 43,083 ) ( 41,207 ) Net cash provided by operating activities 1,080,380 932,719 896,791 Cash flows from investing activities: Capital expenditures ( 56,765 ) ( 50,578 ) ( 67,412 ) Other, net 9,934 ( 7,960 ) ( 9,169 ) Net cash used in investing activities ( 46,831 ) ( 58,538 ) ( 76,581 ) Cash flows from financing activities: Proceeds from Senior Notes offerings 700,000 — — Principal payments on Term Loan ( 425,000 ) — — Payments to settle exchangeable notes ( 147,825 ) — — Debt issuance costs ( 8,811 ) — — Proceeds from issuance of common stock pursuant to stock-based awards and employee stock purchase plan 6,659 13,584 19,916 Withholding taxes paid on behalf of employees on net settled stock- based awards ( 128,543 ) ( 11,441 ) ( 5,933 ) Purchase of treasury stock ( 788,810 ) ( 752,674 ) ( 546,198 ) Dividends ( 186,255 ) — — Purchase of noncontrolling interests ( 84 ) ( 1,291 ) ( 1,872 ) Other, net ( 6,225 ) ( 6,482 ) 19 Net cash used in financing activities ( 984,894 ) ( 758,304 ) ( 534,068 ) Total cash provided 48,655 115,877 286,142 Effect of exchange rate changes on cash, cash equivalents, and restricted cash 13,190 ( 12,324 ) 3,782 Net increase in cash, cash equivalents, and restricted cash 61,845 103,553 289,924 Cash, cash equivalents, and restricted cash at beginning of period 965,993 862,440 572,516 Cash, cash equivalents, and restricted cash at end of period $ 1,027,838 $ 965,993 $ 862,440 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 70 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. Match Group has four operating segments, Tinder, Hinge, Evergreen and Emerging, and Match Group Asia (“MG Asia”). As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match Group, Inc. and its subsidiaries, unless the context indicates otherwise. NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation 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. 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 . 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. 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 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 fair value of equity securities without readily determinable fair values; contingencies; unrecognized tax benefits; 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. 71 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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’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. 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. 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. 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. 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, 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, 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 generally collect these balances between 30 and 45 days following the purchase. Payments made directly 72 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. 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. 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 $ 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 revenue. Disaggregation of Revenue The following table presents disaggregated revenue: For the Years Ended December 31, 2025 2024 2023 (In thousands) Revenue: Direct Revenue $ 3,414,877 $ 3,417,978 $ 3,308,131 Indirect Revenue (principally advertising revenue) 72,320 61,395 56,373 Total Revenue $ 3,487,197 $ 3,479,373 $ 3,364,504 Direct Revenue: Tinder $ 1,862,922 $ 1,940,619 $ 1,917,629 Hinge 690,870 550,435 396,485 Evergreen & Emerging (a) 593,763 642,988 691,426 Match Group Asia (b) 267,322 283,936 302,591 Total Direct Revenue $ 3,414,877 $ 3,417,978 $ 3,308,131 ______________________ (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 . 73 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Property and Equipment 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 Useful Lives 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 $ 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. 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. Goodwill 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. 74 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 values. Indefinite-Lived Intangible Assets The Company has the option to qualitatively assess whether it is more likely than not that the fair values of its indefinite-lived intangible assets are less than their carrying values. The Company performed a qualitative impairment assessment for certain indefinite-lived assets as of October 1, 2025 and concluded that it was more likely than not that the fair values of those indefinite-lived intangible assets exceeded their carrying values. For assets in which a quantitative assessment is performed, the Company determines the fair value of its indefinite-lived intangible assets using an avoided royalty discounted cash flow (“DCF”) valuation analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible 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 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 impairment. 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. In connection with the annual impairment assessment, the Company reviews the useful lives for intangible assets and whether events or changes in circumstances indicate that an indefinite life may no longer be appropriate. During the year ended December 31, 2024, the Company reclassified certain indefinite-lived intangible assets with a carrying value of $ 47.2 million to the definite-lived intangible asset category because these assets were no longer considered to have an indefinite life. 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, 75 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 three levels of the fair value hierarchy are: • Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. • Level 2: 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. • Level 3: 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 $ 550.4 million , $ 546.8 million and $ 519.6 million for the years ended December 31, 2025 , 2024 , and 2023 , respectively. Legal Costs Legal costs are expensed as incurred. Income Taxes 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. 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. 76 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained based on the technical merits of the position. Such tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. This measurement step is inherently difficult and requires subjective estimations of such amounts to determine the probability of various possible outcomes. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustment. We make adjustments to our unrecognized tax benefits when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. Although we believe that we have adequately reserved for our uncertain tax positions, the final outcome of these matters may vary significantly from our estimates. To the extent that the final outcome of these matters is different from the amounts recorded, such differences will affect the income tax provision in the period in which such determination is made, and could have a material impact on our financial condition and operating results. Earnings Per Share 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. See “ 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 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 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. 77 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Recent Accounting Pronouncements Accounting pronouncements adopted by the Company 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 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. ASU No. 2024-03 is effective for our annual reporting on Form 10-K for the year ended December 31, 2027 and within interim periods beginning on our Form 10-Q for the quarter ended March 31, 2028. The new standard may be applied prospectively or retrospectively, and early adoption is permitted. We expect ASU No. 2024-03 to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition. We are currently evaluating when we will adopt the ASU. In November 2024, the FASB issued ASU No. 2024-04, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishment of convertible debt. ASU No. 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. The ASU 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 software. The ASU updates the criteria that must be met for entities to begin capitalizing software costs. ASU No. 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 Certain prior year amounts have been reclassified to conform to the current year presentation. NOTE 3—INCOME TAXES U.S. and foreign income before income taxes are as follows: Years Ended December 31, 2025 2024 2023 (In thousands) U.S. $ 661,835 $ 677,842 $ 708,333 Foreign 84,168 26,214 68,448 Total $ 746,003 $ 704,056 $ 776,781 78 Table of Contents 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, 2025 2024 2023 (In thousands) Current income tax provision: Federal $ 28,990 $ 106,510 $ 54,523 State 12,063 18,039 16,136 Foreign 46,554 43,146 28,038 Current income tax provision 87,607 167,695 98,697 Deferred income tax provision (benefit): Federal 43,748 ( 2,672 ) 33,267 State ( 1,545 ) ( 5,916 ) ( 669 ) Foreign 2,732 ( 6,364 ) ( 5,986 ) Deferred income tax provision (benefit) 44,935 ( 14,952 ) 26,612 Income tax provision $ 132,542 $ 152,743 $ 125,309 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. We continue to monitor interpretive guidance related to the Act. The impacts of the legislation are reflected in the consolidated financial statements as of and for the year ended December 31, 2025. A number of countries have enacted or are actively drafting legislation to implement the Organization for Economic Cooperation and Development's international tax framework, including the Pillar II minimum tax regime. The Company analyzed the impact of enacted legislation and determined it does not have a material impact to the income tax provision. The Company is continuing to monitor future developments, 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, 2025 2024 2023 (In thousands) U.S. Federal $ 35,772 $ 81,412 $ 62,293 U.S. State and Local 13,424 18,845 17,686 Foreign Brazil 10,159 9,480 8,181 Canada 10,145 7,727 3,794 France 11,557 12,819 1,311 Japan 11,033 13,382 10,857 Other 7,428 1,817 ( 2,088 ) Total Foreign 50,322 45,225 22,055 Total income taxes paid, net of refunds received $ 99,518 $ 145,482 $ 102,034 79 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. December 31, 2025 2024 (In thousands) Deferred tax assets: Net operating loss carryforwards $ 155,548 $ 165,959 Tax credit carryforwards 49,277 71,222 Capitalized research expenses 99,442 127,428 Disallowed interest carryforwards 14,460 6,837 Stock-based compensation 25,622 30,671 Accrued expenses 36,451 19,963 Exchangeable notes 20,085 28,821 Lease liabilities 27,927 24,229 Other 8,620 6,066 Total deferred tax assets 437,432 481,196 Less valuation allowance ( 161,210 ) ( 156,710 ) Deferred tax assets, net of valuation allowance 276,222 324,486 Deferred tax liabilities: Intangible assets ( 41,196 ) ( 45,769 ) Right-of-use assets ( 24,010 ) ( 19,981 ) Property and equipment ( 1,261 ) ( 4,403 ) Other ( 4,430 ) ( 3,546 ) Total deferred tax liabilities ( 70,897 ) ( 73,699 ) Net deferred tax assets $ 205,325 $ 250,787 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 income. At December 31, 2025 , the Company has tax credit carryforwards of $ 65.3 million . 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. 80 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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, 2025 2024 2023 (In thousands) Income tax provision at the federal statutory rate $ 156,661 21.0 % $ 147,852 21.0 % $ 163,124 21.0 % State income taxes, net of federal benefit (a) 7,539 1.0 % 15,866 2.3 % 11,955 1.5 % Foreign tax effects Brazil 10,449 1.4 % 9,352 1.3 % 7,956 1.0 % Canada Change in valuation allowance 6,344 0.9 % 7,521 1.1 % — — % Other 4,239 0.6 % 5,300 0.8 % 1,007 0.1 % Other foreign jurisdictions 11,171 1.5 % 11,239 1.6 % 4,817 0.6 % Effect of cross-border tax laws Foreign derived intangible income deduction ( 39,579 ) ( 5.3 ) % ( 41,392 ) ( 5.9 ) % ( 38,730 ) ( 5.0 ) % Foreign tax credits ( 14,171 ) ( 1.9 ) % ( 9,414 ) ( 1.3 ) % ( 7,950 ) ( 1.0 ) % Other 186 — % 162 — % — — % Tax credits Research credits ( 14,569 ) ( 2.0 ) % ( 9,761 ) ( 1.4 ) % ( 11,380 ) ( 1.5 ) % Change in valuation allowance 185 — % — — % ( 31,251 ) ( 4.0 ) % Nontaxable or nondeductible items Stock-based compensation 1,081 0.1 % 18,950 2.7 % 28,245 3.6 % Other 1,919 0.3 % 4,007 0.6 % 1,348 0.2 % Changes in uncertain tax positions 1,087 0.1 % ( 6,939 ) ( 1.0 ) % ( 3,832 ) ( 0.5 ) % Income tax provision $ 132,542 17.8 % $ 152,743 21.7 % $ 125,309 16.1 % ______________________ (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; and 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 with U.S. foreign tax credits that we now expect to utilize, (ii) a lower tax rate on U.S. income derived from foreign sources, and (iii) the generation of research credits. These benefits were partially offset by state income taxes and nondeductible stock-based compensation. 81 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES 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: December 31, 2025 2024 2023 (In thousands) Balance at January 1 $ 48,664 $ 45,047 $ 43,340 Additions based on tax positions related to the current year 11,402 13,166 7,397 Additions for tax positions of prior years 8,272 921 4,532 Reductions for tax positions of prior years ( 7,533 ) ( 58 ) ( 615 ) Settlements ( 279 ) ( 9,615 ) ( 852 ) Expiration of applicable statute of limitations ( 98 ) ( 797 ) ( 8,755 ) Balance at December 31 $ 60,428 $ 48,664 $ 45,047 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 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 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. 82 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 4—GOODWILL AND INTANGIBLE ASSETS Goodwi ll and intangible assets, net, are as follows: December 31, 2025 2024 (In thousands) Goodwill $ 2,339,350 $ 2,310,730 Intangible assets with indefinite lives 105,583 96,931 Intangible assets with definite lives, net 87,346 118,517 Total goodwill and intangible assets, net $ 2,532,279 $ 2,526,178 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 : Tinder Hinge Evergreen & Emerging MG Asia Total (In thousands) Balance at December 31, 2023 $ — $ — $ — $ — $ 2,342,612 Foreign Exchange Translation — — — — ( 19,883 ) Other Adjustments — — — — ( 2,997 ) Reallocation to segments in the third quarter of 2024 (a) 1,532,968 512,846 182,517 91,401 — Foreign Exchange Translation — — — ( 9,002 ) ( 9,002 ) Balance at December 31, 2024 $ 1,532,968 $ 512,846 $ 182,517 $ 82,399 $ 2,310,730 Additions — — 27,533 — 27,533 Foreign Exchange Translation — — — 1,087 1,087 Balance at December 31, 2025 $ 1,532,968 $ 512,846 $ 210,050 $ 83,486 $ 2,339,350 ______________________ (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 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. 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. 83 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Intangible assets with indefinite lives are trade names and trademarks acquired in various acquisitions. At December 31, 2025 and 2024 , intangible assets with definite lives are as follows: December 31, 2025 Gross Carrying Amount Accumulated Amortization Net Weighted- Average Useful Life (Years) (In thousands) Customer lists $ 102,521 $ ( 93,334 ) $ 9,187 5.0 Patent and technology 44,837 ( 43,525 ) 1,312 10.0 Trade names 112,537 ( 35,690 ) 76,847 8.0 Other 18 ( 18 ) — — Total $ 259,913 $ ( 172,567 ) $ 87,346 7.7 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Weighted- Average Useful Life (Years) (In thousands) Customer lists $ 100,218 $ ( 71,659 ) $ 28,559 5.0 Patent and technology 43,988 ( 38,547 ) 5,441 5.9 Trade names 104,463 ( 19,946 ) 84,517 7.9 Other 18 ( 18 ) — — Total $ 248,687 $ ( 130,170 ) $ 118,517 7.1 At December 31, 2025 , amortization of intangible assets with definite lives is estimated to be as follows: (In thousands) 2026 $ 23,865 2027 14,678 2028 14,232 2029 12,595 2030 and thereafter 21,976 Total $ 87,346 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 fair values. 84 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Fair Value Measurements The fo llowing tables present the Company’s financial instruments that are measured at fair value on a recurring basis: December 31, 2025 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $ 224,837 $ — $ 224,837 Time deposits — 151,890 151,890 Short-term investments: Time deposits — 3,461 3,461 Intangible assets: Digital assets (cost basis of $ 10,167 ) 7,216 — 7,216 Total $ 232,053 $ 155,351 $ 387,404 December 31, 2024 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $ 264,008 $ — $ 264,008 Time deposits — 121,000 121,000 Short-term investments: Time deposits — 4,734 4,734 Total $ 264,008 $ 125,734 $ 389,742 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, 2025 December 31, 2024 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Current maturities of long-term debt, net (a)(b) $ ( 423,580 ) $ ( 416,966 ) $ — $ — Long-term debt, net (a)(b) $ ( 3,549,099 ) $ ( 3,450,867 ) $ ( 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. 85 Table of Contents 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-t erm debt, net consists of: December 31, 2025 2024 (In thousands) Credit Facility due March 20, 2029 (a) $ — $ — Term Loan due February 13, 2027 — 425,000 5.00 % Senior Notes due December 15, 2027 (the “ 5.00 % Senior Notes”); 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”); 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 6.125 % Senior Notes due September 15, 2033 (the “ 6.125 % Senior Notes”); interest payable each March 15 and September 15, commencing on March 15, 2026 700,000 — 0.875 % Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15 423,854 575,000 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 3,998,854 3,875,000 Less: Current maturities of long-term debt 423,854 — Less: Unamortized original issue discount 1,043 2,554 Less: Unamortized debt issuance costs 24,858 23,463 Total long-term debt, net $ 3,549,099 $ 3,848,983 ______________________ (a) Subject to springing maturity, described below. 86 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following diagram illustrates where debt is held in our corporate structure as of December 31, 2025 . 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. 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 . At both 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. 87 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Senior Notes 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 purposes. 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, Percentage 2028 103.063 % 2029 101.531 % 2030 and thereafter 100.000 % 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 date: Beginning October 1, Percentage 2026 101.813 % 2027 101.208 % 2028 100.604 % 2029 and thereafter 100.000 % 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 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 date: Beginning May 1, Percentage 2025 102.063 % 2026 101.375 % 2027 100.688 % 2028 and thereafter 100.000 % 88 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 2025 101.875 % 2026 100.938 % 2027 and thereafter 100.000 % 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 1.0. 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 % , 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. Exchangeable Notes 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. 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) Exchangeable Date 2026 Exchangeable Notes 11.6945 $ 85.51 March 15, 2026 2030 Exchangeable Notes 12.1530 $ 82.28 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 89 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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; (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; or (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, 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, 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. 90 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 2026 Exchangeable Notes 2030 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Principal $ 423,854 $ 575,000 $ 575,000 $ 575,000 Less: unamortized debt issuance costs 274 4,531 2,371 5,592 Net carrying value included in current maturities of long- term debt, net $ 423,580 $ — $ — $ — Net carrying value included in long-term debt, net $ — $ 570,469 $ 572,629 $ 569,408 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 (In thousands) Contractual interest expense $ 4,740 $ 11,500 Amortization of debt issuance costs 1,787 1,061 Total interest expense recognized $ 6,527 $ 12,561 Year Ended December 31, 2024 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 5,031 $ 11,500 Amortization of debt issuance costs 1,605 1,038 Total interest expense recognized $ 6,636 $ 12,538 Year Ended December 31, 2023 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 5,031 $ 11,500 Amortization of debt issuance costs 1,586 1,015 Total interest expense recognized $ 6,617 $ 12,515 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”). 91 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 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) (Shares in millions) 2026 Exchangeable Notes Hedges 5.0 $ 85.51 2030 Exchangeable Notes Hedges 7.0 $ 82.28 Number of Shares (a) Weighted Average Strike Price per Share (a) (Shares in millions) 2026 Exchangeable Notes Warrants 5.0 $ 131.67 2030 Exchangeable Notes Warrants 7.0 $ 131.73 ______________________ (a) Subject to adjustment upon the occurrence of specified events. Long-term debt maturities Years Ending December 31, (In thousands) 2026 $ 423,854 2027 450,000 2028 500,000 2029 350,000 2030 1,075,000 2031 500,000 2033 700,000 Total 3,998,854 Less: Current maturities of long-term debt 423,854 Less: Unamortized original issue discount 1,043 Less: Unamortized debt issuance costs 24,858 Total long-term debt, net $ 3,549,099 92 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 7—SHAREHOLDERS’ EQUITY 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. 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. Reserved Common Shares 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 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”). On December 10, 2024, the Board of Directors authorized a new repurchase program of up to $ 1.5 billion in aggregate value of shares of Match Group common stock (the “December 2024 Share Repurchase Program”). The December 2024 Share Repurchase Program took effect when the January 2024 Share Repurchase Program was exhausted in April 2025. Under the December 2024 Share Repurchase Program, 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. No shares have been issued under this authorization . Dividends During the year ended December 31, 2025 , total cash dividend payments we re $ 186.3 million . No cash 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. 93 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 8—ACCUMULATED OTHER COMPREHENSIVE LOSS The following tables present the components of accumulated other comprehensive loss. 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, 2025 2024 2023 (In thousands) Balance at January 1 $ ( 449,611 ) $ ( 385,471 ) $ ( 369,182 ) Other comprehensive income (loss) 26,200 ( 64,144 ) ( 16,289 ) Amounts reclassified into income 791 4 — Net current period other comprehensive income (loss) 26,991 ( 64,140 ) ( 16,289 ) Balance at December 31 $ ( 422,620 ) $ ( 449,611 ) $ ( 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, 2025 2024 2023 Basic Diluted Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net income $ 613,461 $ 613,461 $ 551,313 $ 551,313 $ 651,472 $ 651,472 Net (income) loss attributable to noncontrolling interests ( 15 ) ( 15 ) ( 37 ) ( 37 ) 67 67 Impact from subsidiaries' dilutive securities — ( 7 ) — ( 24 ) — ( 81 ) Dilutive impact of Exchangeable Notes, net of income tax (a) — 10,155 — 12,691 — 12,684 Net income attributable to Match Group, Inc. shareholders $ 613,446 $ 623,594 $ 551,276 $ 563,943 $ 651,539 $ 664,142 Denominator Weighted average basic shares outstanding 242,676 242,676 260,299 260,299 275,773 275,773 Dilutive securities (b)(c) — 6,612 — 5,367 — 4,114 Dilutive shares from Exchangeable Notes, if-converted (a) — 13,187 — 13,397 — 13,397 Denominator for earnings per share— weighted average shares (b)(c) 242,676 262,475 260,299 279,063 275,773 293,284 Earnings per share: Earnings per share attributable to Match Group, Inc. shareholders $ 2.53 $ 2.38 $ 2.12 $ 2.02 $ 2.36 $ 2.26 94 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) ______________________ (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. (c) Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable shares. 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, 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 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”). 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, 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. 95 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES 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, 2025 and changes during the year ended December 31, 2025 are as follows: December 31, 2025 Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value (Shares and intrinsic value in thousands) Outstanding at January 1, 2025 2,712 $ 21.39 Exercised ( 1,768 ) 18.12 Expired ( 173 ) 39.52 Outstanding and exercisable at December 31, 2025 771 $ 24.82 1.2 $ 8,668 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 . The 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 (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 achieved. 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. 96 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Unvested RSUs, PSUs, and market-based awards outstanding at December 31, 2025 and changes during the year ended December 31, 2025 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 (Shares in thousands) Unvested at January 1, 2025 8,777 $ 43.12 1,454 $ 41.31 2,976 $ 69.58 Granted 7,349 33.74 — — 2,765 40.97 Vested ( 4,769 ) 45.59 ( 416 ) 40.53 ( 16 ) 49.19 Forfeited ( 2,849 ) 37.54 ( 270 ) 38.28 ( 1,546 ) 47.97 Expired — — — — ( 828 ) 123.42 Unvested at December 31, 2025 8,508 $ 35.51 768 $ 42.80 3,351 $ 42.73 ______________________ (a) Represents the maximum shares issuable. 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, 2024 . 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 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 97 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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, 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 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 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, 2025 2024 2023 (In thousands) Revenue: Tinder $ 1,924,711 $ 1,991,137 $ 1,963,610 Hinge 690,872 550,435 396,485 Evergreen & Emerging 608,093 654,168 700,925 MG Asia 268,166 284,522 303,484 Eliminations ( 4,645 ) ( 889 ) — Total $ 3,487,197 $ 3,479,373 $ 3,364,504 98 Table of Contents 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, 2025 2024 2023 (In thousands) Operating income (loss): Tinder $ 832,638 $ 889,222 $ 955,519 Hinge 166,286 121,482 74,261 Evergreen & Emerging 63,266 66,088 82,460 MG Asia 6,258 ( 32,345 ) ( 8,675 ) Total segment operating income 1,068,448 1,044,447 1,103,565 Corporate and unallocated costs (a) ( 195,919 ) ( 221,135 ) ( 186,669 ) Interest expense ( 147,551 ) ( 160,071 ) ( 159,887 ) Other income, net 21,025 40,815 19,772 Income before income taxes $ 746,003 $ 704,056 $ 776,781 ______________________ (a) Includes stock-based compensation and depreciation related to corporate. Years Ended December 31, 2025 2024 2023 (In thousands) Adjusted EBITDA: Tinder $ 941,351 $ 1,017,023 $ 1,049,360 Hinge 226,499 166,478 107,646 Evergreen & Emerging 140,436 170,418 163,796 MG Asia 66,375 60,806 61,790 Total segment Adjusted EBITDA 1,374,661 1,414,725 1,382,592 Corporate and unallocated costs ( 138,270 ) ( 162,358 ) ( 124,059 ) Stock-based compensation ( 258,202 ) ( 267,381 ) ( 232,099 ) Depreciation ( 67,112 ) ( 87,499 ) ( 61,807 ) Impairments and amortization of intangibles ( 38,548 ) ( 74,175 ) ( 47,731 ) Interest expense ( 147,551 ) ( 160,071 ) ( 159,887 ) Other income, net 21,025 40,815 19,772 Income before income taxes $ 746,003 $ 704,056 $ 776,781 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). 99 Table of Contents 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. 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) In-app purchase fees $ 390,395 $ 176,095 $ 62,896 $ 61,610 Cost of acquisition 180,590 121,966 193,684 72,785 Variable expense 112,408 25,695 27,563 18,715 Employee compensation expense, excluding stock-based compensation expense 188,431 112,495 122,880 34,685 Other operating expenses (a) 111,536 28,122 60,634 13,996 Stock-based compensation (b) 89,586 56,279 38,548 21,052 Depreciation (b) 19,127 3,934 24,252 14,887 Impairment and amortization of intangible assets (b) — — 14,370 24,178 Year Ended December 31, 2024 Tinder Hinge Evergreen & Emerging MG Asia (In thousands) In-app purchase fees $ 414,908 $ 151,467 $ 70,735 $ 63,292 Cost of acquisition 183,220 98,808 195,738 73,407 Variable expense 122,053 17,100 41,592 28,321 Employee compensation expense, excluding stock-based compensation expense 197,157 95,445 131,039 40,632 Other operating expenses (a) 56,776 21,137 44,646 18,064 Stock-based compensation (b) 90,141 42,673 54,922 25,818 Depreciation (b) 37,660 2,323 21,732 20,834 Impairment and amortization of intangible assets (b) — — 27,676 46,499 100 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Year Ended December 31, 2023 Tinder Hinge Evergreen & Emerging MG Asia (In thousands) In-app purchase fees $ 417,571 $ 110,093 $ 70,012 $ 70,251 Cost of acquisition 167,566 67,758 202,831 77,456 Variable expense 119,333 15,004 63,779 29,296 Employee compensation expense, excluding stock-based compensation expense 167,019 79,084 148,285 42,338 Other operating expenses (a) 42,761 16,900 52,222 22,353 Stock-based compensation (b) 68,644 31,459 50,268 23,399 Depreciation (b) 25,197 1,926 18,732 11,671 Impairment and amortization of intangible assets (b) — — 12,336 35,395 ______________________ (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 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, 2025 2024 2023 (In thousands) Revenue United States $ 1,531,905 $ 1,593,611 $ 1,541,012 All other countries 1,955,292 1,885,762 1,823,492 Total $ 3,487,197 $ 3,479,373 $ 3,364,504 December 31, 2025 2024 (In thousands) Long-lived assets (excluding goodwill and intangible assets) United States $ 101,947 $ 119,638 South Korea 14,846 16,608 All other countries 14,366 21,943 Total $ 131,159 $ 158,189 101 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. 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. 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. 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, 2025 December 31, 2024 (In thousands) Assets: Right-of-use assets Other non-current assets $ 101,932 $ 86,417 Liabilities: Current lease liabilities Accrued expenses and other current liabilities $ 16,644 $ 19,213 Long-term lease liabilities Other long-term liabilities 101,668 84,583 Total lease liabilities $ 118,312 $ 103,796 Lease Cost Income Statement Classification Year Ended December 31, 2025 Year Ended December 31, 2024 (In thousands) Fixed lease cost Cost of revenue $ 2,004 $ 1,875 Fixed lease cost General and administrative expense 21,399 22,032 Total fixed lease cost (a) 23,403 23,907 Variable lease cost Cost of revenue 637 441 Variable lease cost General and administrative expense 2,952 3,368 Total variable lease cost 3,589 3,809 Net lease cost $ 26,992 $ 27,716 ______________________ (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. 102 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Maturities of lease liabilities as of December 31, 2025 (a) : (In thousands) 2026 $ 24,452 2027 20,067 2028 19,862 2029 20,242 2030 16,911 After 2030 42,475 Total 144,009 Less: Interest ( 21,842 ) Less: Tenant improvement receivables ( 3,855 ) Present value of lease liabilities $ 118,312 ______________________ (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, 2025 December 31, 2024 Remaining lease term 7.1 years 7.2 years Discount rate 4.39 % 3.86 % Year Ended December 31, 2025 Year Ended December 31, 2024 (In thousands) Other information: Right-of-use assets obtained in exchange for lease liabilities $ 33,362 $ 11,420 Cash paid for amounts included in the measurement of lease liabilities $ 24,741 $ 26,082 NOTE 13—COMMITMENTS AND CONTINGENCIES Commitments The Company has funding commitments in the form of purchase obligations and surety bonds. The 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 commitments. 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. 103 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. See FTC v. Match Group, Inc. , No. 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. On June 9, 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 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. We believe we have strong defenses to these claims and will defend vigorously against them. Consumer Class Action Litigation Challenging Tinder’s Age-Tiered Pricing On May 28, 2015, a putative state-wide class action was filed against Tinder in state court in California. See Allan Candelore v. Tinder, Inc. , No. BC583162 (Superior Court of California, County of Los Angeles). The complaint principally alleges that Tinder violated California’s Unruh Civil Rights Act by offering and charging users over a certain age a higher price than younger users for subscriptions to its premium Tinder Plus service. Plaintiff seeks damages in an unspecified amount. On July 15, 2024, the court granted Plaintiff’s motion to certify a class of approximately 270,000 individuals based upon California Tinder Plus and Tinder Gold subscribers age 29 and over. On January 17, 2025, the court denied our motion to compel the class and the Plaintiff to arbitration. We filed a Notice of Appeal on January 24, 2025, and on April 18, 2025, the court stayed the case pending our appeal. 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. 104 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 December 31, 2025 2024 (In thousands) Other current assets: Prepaid expenses $ 33,966 $ 40,936 Capitalized mobile app fees 23,153 28,629 Other 35,381 32,507 Other current assets $ 92,500 $ 102,072 December 31, 2025 2024 (In thousands) Property and equipment, net: Computer equipment and capitalized software $ 327,047 $ 294,359 Buildings and building improvements 20,184 68,493 Leasehold improvements 61,588 60,536 Land 6,473 11,565 Furniture and other equipment 13,102 17,060 Projects in progress 26,661 13,354 455,055 465,367 Accumulated depreciation and amortization ( 323,896 ) ( 307,178 ) Property and equipment, net $ 131,159 $ 158,189 105 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) December 31, 2025 2024 (In thousands) Accrued expenses and other current liabilities: Accrued employee compensation and benefits $ 112,121 $ 112,802 Accrued legal settlement 60,500 — Accrued advertising expense 51,275 50,284 Accrued non-income taxes 28,937 41,133 Accrued interest expense 44,516 29,899 Dividend payable 44,181 47,776 Other 80,521 83,163 Accrued expenses and other current liabilities $ 422,051 $ 365,057 Years Ended December 31, 2025 2024 2023 (In thousands) Other income, net : Interest income $ 21,935 $ 41,105 $ 26,772 Foreign currency losses ( 8,316 ) ( 579 ) ( 7,919 ) Other 7,406 289 919 Other income, net $ 21,025 $ 40,815 $ 19,772 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: December 31, 2025 2024 2023 2022 (In thousands) Cash and cash equivalents $ 1,027,838 $ 965,993 $ 862,440 $ 572,395 Restricted cash included in other current assets — — — 121 Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flow $ 1,027,838 $ 965,993 $ 862,440 $ 572,516 Supplemental Disclosures of Cash Flow Information Years Ended December 31, 2025 2024 2023 (In thousands) Cash paid during the year for interest $ 123,973 $ 152,890 $ 152,481 106 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 16—SUBSEQUENT EVENT 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; and • $ 83 million of goodwill associated with our MG Asia reporting unit, which includes the operations of the Azar and Pairs brands. 107 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable.