Match Group, Inc. 10-K

Item 9A. Controls and Procedures Conclusion Regarding the Effectiveness of the Company’s Disclosure Controls and Procedures The Company monitors and evaluates on an ongoing basis its disclosure controls and procedures in order to improve their overall effectiveness. In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant. As required by Rule 13a-15(b) of the Exchange Act, Match Group management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of the Company’s disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on this evaluation, the CEO and the CFO concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report. Management’s Report on Internal Control Over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the Company. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 . In making this assessment, our management used the criteria for effective internal control over financial reporting described in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this assessment, management has determined that, as of December 31, 2025 , the Company’s internal control over financial reporting is effective. The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report, included herein. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Changes in Internal Control Over Financial Reporting The Company monitors and evaluates on an ongoing basis its internal control over financial reporting in order to improve its overall effectiveness. In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant. As required by Rule 13a-15(d), Match Group management, including the CEO and the CFO, also conducted an evaluation of the Company’s internal control over financial reporting to determine whether any changes occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Based on that evaluation, there has been no such change during the quarter ended December 31, 2025 . 108 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Match Group, Inc. Opinion on Internal Control Over Financial Reporting We have audited Match Group, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2025 , based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Match Group, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 , based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024 , the related consolidated statements of operations, comprehensive operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025 , and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 26, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP New York, New York February 26, 2026 109 Table of Contents Item 9B. Other Information Insider Trading Arrangements During the three months ended December 31, 2025 , no director or officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 110 Table of Contents PART III The information required by Part III (Items 10, 11, 12, 13 and 14) has been incorporated by reference to Match Group’s definitive Proxy Statement to be used in connection with its 2026 Annual Meeting of Stockholders (the “ 2026 Proxy Statement”), as set forth below in accordance with General Instruction G(3) of Form 10-K. Item 10. Directors, Executive Officers and Corporate Governance The information required by Item 401 of Regulation S-K relating to directors and executive officers of Match Group is set forth in the sections entitled “Information Concerning Director Nominees and Other Board Members” and “Information Concerning Match Group Executive Officers Who Are Not Directors,” respectively, in the 2026 Proxy Statement. The information required by Item 406 of Regulation S-K relating to Match Group’s Code of Ethics is set forth under the caption “Item 1—Business–Additional information—Code of ethics” of this annual report and is incorporated herein by reference. The information required by subsections (c)(3), (d)(4) and (d)(5) of Item 407 of Regulation S-K is set forth in the sections entitled “Corporate Governance” and “The Board and Board Committees” in the 2026 Proxy Statement and is incorporated herein by reference. With regard to the information required by Item 405 of Regulation S-K relating to compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in the 2026 Proxy Statement under “Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference. The Company has insider trading policies and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers, employees, contractors and the Company. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. A copy of our insider trading policies and procedures are filed with or incorporated by reference into this Annual Report on Form 10-K as Exhibits 19.1 and 19.2. Item 11. Executive Compensation The information required by Item 402 of Regulation S-K relating to executive and director compensation is set forth in the sections entitled “Executive Compensation” and “Director Compensation” in the 2026 Proxy Statement and is incorporated herein by reference. The information required by subsections (e)(4) and (e)(5) of Item 407 of Regulation S-K relating to certain compensation committee matters is set forth in the sections entitled “The Board and Board Committees,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in the 2026 Proxy Statement and is incorporated herein by reference; provided, that the information set forth in the section entitled “Compensation Committee Report” shall be deemed furnished herein and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information regarding ownership of Match Group common stock required by Item 403 of Regulation S- K and securities authorized for issuance under Match Group’s various equity compensation plans required by Item 201(d) of Regulation S-K is set forth in the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information,” respectively, in the 2026 Proxy Statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships and related transactions involving Match Group required by Item 404 of Regulation S-K and director independence determinations required by Item 407(a) of Regulation S-K is set forth in the sections entitled “Certain Relationships and Related Person Transactions” and “Corporate Governance,” respectively, in the 2026 Proxy Statement and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services Information required by Item 9(e) of Schedule 14A regarding the fees and services of Match Group’s independent registered public accounting firm and the pre-approval policies and procedures applicable to services provided to Match Group by such firm is set forth in the sections entitled “Fees Paid to Our Independent Registered Public Accounting Firm” and “Audit and Non-Audit Services Pre-Approval Policy,” respectively, in the 2026 Proxy Statement and is incorporated herein by reference. 111 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) List of documents filed as part of this Report: (1) Consolidated Financial Statements of Match Group, Inc. Report of Independent Registered Public Accounting Firm: Ernst & Young LLP (PCAOB ID: 42 ). Consolidated Balance Sheet as of December 31, 2025 and 2024 . Consolidated Statement of Operations for the Years Ended December 31, 2025 , 2024 , and 2023 . Consolidated Statement of Comprehensive Operations for the Years Ended December 31, 2025 , 2024 , and 2023 . Consolidated Statement of Shareholders’ Equity for the Years Ended December 31, 2025 , 2024 , and 2023 . Consolidated Statement of Cash Flows for the Years Ended December 31, 2025 , 2024 , and 2023 . Notes to Consolidated Financial Statements. (2) Consolidated Financial Statement Schedule of Match Group, Inc. Schedule Number II Valuation and Qualifying Accounts. All other financial statements and schedules not listed have been omitted since the required information is either included in the Consolidated Financial Statements or the notes thereto, is not applicable or is not required. (3) Exhibits See Exhibit Index below for a complete list of Exhibits to this report. Item 16. Form 10-K Summary None. EXHIBIT INDEX The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith, incorporated by reference herein by reference to the location indicated, or furnished herewith. Incorporated by Reference Filed (†) or Furnished (‡) Herewith (as indicated) Exhibit No. Exhibit Description Form SEC File No. Exhibit Filing Date 3.1 Fifth Amended and Restated Certificate of Incorporation of Match Group, Inc. 8-K 001-34148 3.1 6/20/2025 3.2 Fifth Amended and Restated Bylaws of Match Group, Inc. 8-K 001-34148 3.2 6/20/2025 4.1 Description of Securities † 4.2 Specimen Stock Certificate of Match Group Inc. S-4/A 333-236420 4.3 4/28/2020 4.3 Indenture for 0.875% Senior Exchangeable Notes due 2026, dated as of May 28, 2019, among IAC FinanceCo 2, Inc., IAC/InterActiveCorp and U.S. Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.) 8-K 000-20570 4.1 5/28/2019 4.4 Supplemental Indenture, dated as of June 30, 2020, among IAC FinanceCo 2, Inc., Match Group, Inc. and U.S. Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.), relating to the 0.875% Senior Exchangeable Notes due 2026 8-K 001-34148 4.5 7/2/2020 112 Table of Contents Incorporated by Reference Filed (†) or Furnished (‡) Herewith (as indicated) Exhibit No. Exhibit Description Form SEC File No. Exhibit Filing Date 4.5 Indenture for 2.00% Senior Exchangeable Notes due 2030, dated as of May 28, 2019, among IAC FinanceCo 3, Inc., IAC/InterActiveCorp and U.S. Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.) 8-K 000-20570 4.2 5/28/2019 4.6 Supplemental Indenture, dated as of June 30, 2020, among IAC FinanceCo 3, Inc., Match Group, Inc. and U.S. Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.), relating to the 2.00% Senior Exchangeable Notes due 2030 8-K 001-34148 4.7 7/2/2020 4.7 Indenture, dated December 4, 2017, between Match Group, Inc. and Computershare Trust Company, N.A., as Trustee 8-K 001-37636 4.1 12/4/2017 4.8 Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc., Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the 5.000% Senior Notes due 2027 8-K 001-34148 4.9 7/2/2020 4.9 Indenture, dated May 19, 2020, between Match Group, Inc. and Computershare Trust Company, N.A., as Trustee 8-K 001-37636 4.1 5/20/2020 4.10 Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc., Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the 4.625% Senior Notes due 2028 8-K 001-34148 4.11 7/2/2020 4.11 Indenture, dated as of February 15, 2019, between Match Group, Inc. and Computershare Trust Company, N.A. as Trustee 8-K 001-37636 4.1 2/15/2019 4.12 Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc., Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the issuance of the 5.625% Senior Notes due 2029 8-K 001-34148 4.13 7/2/2020 4.13 Indenture, dated as of February 11, 2020, between Match Group, Inc. and Computershare Trust Company, N.A., as Trustee 8-K 001-37636 4.1 2/11/2020 4.14 Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc., Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the issuance of the 4.125% Senior Notes due 2030 8-K 001-34148 4.15 7/2/2020 4.15 Indenture, dated as of October 4, 2021, between Match Group Holdings II, LLC and U.S. Bank National Association, as trustee 8-K 001-34148 4.1 10/5/2021 4.16 Indenture, dated as of August 20, 2025, between Match Group Holdings II, LLC and U.S. Bank Trust Company, National Association, as trustee 8-K 001-34148 4.1 8/20/2025 10.1 Match Group, Inc. 2020 Stock and Annual Incentive Plan (1) S-4/A 333-236420 Annex F 4/28/2020 10.2 Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan (1) 8-K 001-37636 10.1 6/21/2018 10.3 First Amendment to Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan (1) 8-K 001-34148 10.5 7/2/2020 10.4 Form of Terms and Conditions for Stock Options granted under the Match Group, Inc. 2017 Stock and Annual Incentive Plan (1) 10-Q 001-37636 10.1 11/9/2017 10.5 Form of Award Agreement for Performance-based Restricted Stock Units granted under the Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan.(1) 10-Q 001-34148 10.1 5/6/2022 10.6 Form of Award Agreement for Restricted Stock Units granted under the Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan.(1) 10-Q 001-34148 10.2 5/6/2022 113 Table of Contents Incorporated by Reference Filed (†) or Furnished (‡) Herewith (as indicated) Exhibit No. Exhibit Description Form SEC File No. Exhibit Filing Date 10.7 Match Group, Inc. 2015 Stock and Annual Incentive Plan (1) 8-K 001-37636 10.5 11/24/2015 10.8 First Amendment to Match Group, Inc. 2015 Stock and Annual Incentive Plan (1) 10-Q 001-37636 10.1 8/4/2017 10.9 Second Amendment to Match Group, Inc. 2015 Stock and Annual Incentive Plan (1) 8-K 001-34148 10.10 7/2/2020 10.10 Form of Award Agreement for Restricted Stock Units granted under the Match Group, Inc. 2015 Stock and Annual Incentive Plan (1) 10-Q 001-34148 10.1 5/8/2024 10.11 Form of Award Agreement for Performance-based Restricted Stock Units granted under the Match Group, Inc. 2015 Stock and Annual Incentive Plan (1) 10-Q 001-34148 10.2 5/8/2024 10.12 Match Group, Inc. Amended and Restated 2024 Stock and Annual Incentive Plan (1) 8-K 001-34148 10.1 6/20/2025 10.13 Form of Award Agreement for Restricted Stock Units granted under the Match Group, Inc. 2024 Stock and Annual Incentive Plan (1) † 10.14 Form of Award Agreement for Performance-based Restricted Stock Units granted under the Match Group, Inc. 2024 Stock and Annual Incentive Plan (1) † 10.15 Match Group, Inc. 2021 Global Employee Stock Purchase Plan (1) 10-Q 001-34148 10.2 8/6/2021 10.16 Employment Agreement between Match Group, Inc. and Spencer Rascoff, effective February 4, 2025 (1) 8-K 001-34148 10.1 2/4/2025 10.17 Employment Agreement between Match Group, Inc. and Hesam Hosseini, dated effective April 1, 2025 (1) 8-K 001-34148 10.1 3/3/2025 10.18 Employment Agreement, effective September 23, 2024, between Match Group, Inc. and Sean Edgett (1) 10-Q 001-34148 10.3 5/8/2025 10.19 First Amendment to the Employment Agreement between Match Group, Inc. and Sean Edgett, dated September 17, 2025 10-Q 001-34148 10.1 11/5/2025 10.20 Employment Agreement, dated as of May 3, 2022, between Match Group, Inc. and Bernard Kim.(1) 10-Q 001-34148 10.1 8/5/2022 10.21 Amended and Restated Employment Agreement, dated as of June 9, 2022, between Match Group, Inc. and Gary Swidler (1) 8-K 001-34148 10.1 6/10/2022 10.22 First Amendment to Amended and Restated Employment Agreement, dated as of January 26, 2023, between Match Group, Inc. and Gary Swidler (1) 8-K 001-34148 10.1 1/26/2023 10.23 Second Amendment to the Amended and Restated Employment Agreement between Match Group, Inc. and Gary Swidler, dated October 7, 2024 (1) 8-K 001-34148 10.2 10/7/2024 10.24 Third Amendment to the Amended and Restated Employment Agreement between Match Group, Inc. and Gary Swidler, dated March 1, 2025 (1) 8-K 001-34148 10.2 3/3/2025 10.25 Transition and Separation Agreement, dated October 1, 2024, between Match Group Americas, LLC and Jeanette Teckman (1) 10-Q 001-34148 10.4 5/8/2025 10.26 Summary of Non-Employee Director Compensation Arrangements (1) 10-Q 001-34148 10.1 8/1/2024 10.27 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors (1) 8-K 001-34148 10.1 10/27/2020 10.28 Amended and Restated Credit Agreement, dated as of November 16, 2015, among Match Group, Inc., as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto 10-K 001-37636 10.11 3/28/2016 114 Table of Contents Incorporated by Reference Filed (†) or Furnished (‡) Herewith (as indicated) Exhibit No. Exhibit Description Form SEC File No. Exhibit Filing Date 10.29 Amendment No. 3, dated as of December 8, 2016, to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, among Match Group, Inc., as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto 8-K 001-37636 10.1 12/8/2016 10.30 Amendment No. 4, dated as of August 14, 2017, to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, among Match Group, Inc., as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto 8-K 001-37636 10.1 8/17/2017 10.31 Amendment No. 5 dated as of December 7, 2018 to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, and as further amended as of August 14, 2017, among Match Group, Inc. as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto 8-K 001-37636 10.1 12/13/2018 10.32 Amendment No. 6 dated as of February 13, 2020 to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, as further amended as of August 14, 2017 and as further amended as of December 7, 2018, among Match Group, Inc., as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto 8-K 001-37636 10.1 2/20/2020 10.33 Joinder and Reaffirmation Agreement, dated as June 30, 2020, by and among Match Group, Inc., Match Group Holdings II, LLC, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, to the Credit Agreement, dated as of November 16, 2015, among Match Group, Inc., as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, as amended 8-K 001-34148 10.25 7/2/2020 10.34 Amendment No. 7 dated as of March 26, 2021 to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, as further amended as of August 14, 2017, as further amended as of December 17, 2018 and as further amended as of February 13, 2020, among Match Group Holdings II, LLC, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto 8-K 001-34148 10.1 3/31/2021 10.35 Amendment No. 8 dated as of June 21, 2023 to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, as further amended as of August 14, 2017, as further amended as of December 17, 2018, as further amended as of February 13, 2020 and as further amended as of March 26, 2021, among Match Group Holdings II, LLC, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto 10-Q 001-34148 10.1 8/3/2023 115 Table of Contents Incorporated by Reference Filed (†) or Furnished (‡) Herewith (as indicated) Exhibit No. Exhibit Description Form SEC File No. Exhibit Filing Date 10.36 Amendment No. 9 dated as of March 20, 2024 to the Amended and Restated Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, as further amended as of August 14, 2017, as further amended as of December 7, 2018, as further amended as of February 13, 2020, as further amended as of March 26, 2021, and as further amended as of June 21, 2023, among Match Group Holdings II, LLC, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto. 8-K 001-34148 10.1 3/22/2024 19.1 Match Group, Inc. Securities Trading Policy † 19.2 Match Group Stock Repurchase Policies and Procedures 10-K 001-34148 19.2 2/27/2025 21.1 Subsidiaries of the Registrant as of December 31, 2025 † 23.1 Consent of Ernst & Young LLP. † 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. † 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. † 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ‡ 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ‡ 97.1 Match Group, Inc. Compensation Recoupment Policy 10-K 001-34148 97.1 2/23/2024 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document † 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document † 101.DEF XBRL Taxonomy Extension Definition Linkbase Document † 101.LAB XBRL Taxonomy Extension Label Linkbase Document † 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document † 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ______________________ (1) Reflects management contracts and management and director compensatory plans. 116 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. February 26, 2026 MATCH GROUP, INC. By: /s/ STEVEN BAILEY Steven Bailey Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 26, 2026 : Signature Title /s/ SPENCER RASCOFF Chief Executive Officer and Director (Principal Executive Officer) Spencer Rascoff /s/ STEVEN BAILEY Chief Financial Officer (Principal Financial Officer) Steven Bailey /s/ PHILIP D. EIGENMANN Chief Accounting Officer (Principal Accounting Officer) Philip D. Eigenmann /s/ THOMAS J. McINERNEY Chairman of the Board Thomas J. McInerney /s/ STEPHEN BAILEY Director Stephen Bailey /s/ MELISSA BRENNER Director Melissa Brenner /s/ KELLY CAMPBELL Director Kelly Campbell /s/ DARRELL CAVENS Director Darrell Cavens /s/ SHARMISTHA DUBEY Director Sharmistha Dubey /s/ LAURA JONES Director Laura Jones /s/ ANN L. McDANIEL Director Ann L. McDaniel /s/ GLENN H. SCHIFFMAN Director Glenn H. Schiffman /s/ PAMELA S. SEYMON Director Pamela S. Seymon 117 Table of Contents Schedule II MATCH GROUP, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS Description Balance at Beginning of Period Charges to Income Charges to Other Accounts Deductions Balance at End of Period (In thousands) 2025 Allowance for credit losses $ 379 $ — (a) $ ( 70 ) $ ( 5 ) (d) $ 304 Deferred tax valuation allowance 156,710 7,810 (h) 1,476 (f) ( 4,786 ) (b) 161,210 Other reserves 5,065 3,978 2024 Allowance for credit losses $ 603 $ 75 (a) $ ( 300 ) $ 1 (d) $ 379 Deferred tax valuation allowance 159,675 8,860 (e) ( 1,109 ) (f) ( 10,716 ) (c) 156,710 Other reserves 7,466 5,065 2023 Allowance for credit losses $ 387 $ 368 (a) $ ( 151 ) $ ( 1 ) (d) $ 603 Deferred tax valuation allowance 71,132 127,700 (b) ( 142 ) (f) ( 39,015 ) (g) 159,675 Other reserves 6,563 7,466 ______________________ (a) Additions to the allowance for credit losses are charged to expense, net of the recovery of previous year expenses, if any. (b) Amounts are primarily related to certain foreign net operating losses. (c) Amount is primarily related to deferred rate changes in certain foreign jurisdictions. (d) Write-off of fully reserved accounts receivable. (e) Amount is primarily related to foreign tax credits, foreign net operating losses, and foreign interest deductions. (f) Amount is related to currency translation adjustments on foreign net operating losses. (g) Deductions to the deferred tax valuation allowance are primarily related to U.S. foreign tax credits and state NOLs that we now expect to be able to utilize. (h) Amount is primarily related to foreign interest deductions.