Filed 2026-02-26 · Period ending 2025-12-31 · 64,016 words · SEC EDGAR
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# Match Group, Inc. (MTCH) — 10-K
**Filed:** 2026-02-26
**Period ending:** 2025-12-31
**Accession:** 0000891103-26-000025
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/891103/000089110326000025/)
**Origin leaf:** cc24c90e97312d70d30ae3cc3a99d6e5c59c9ca47d62288c8db13596c157ba04
**Words:** 64,016
---
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| |
| FORM 10-K | |
| |
| | ANNUAL REPORT PURSUANT TO SECTION13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF1934 | |
| For the Fiscal Year Ended | December31, 2025 | |
| Or | |
| | TRANSITION REPORT PURSUANT TO SECTION13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF1934 | |
| For the transition period from__________to__________ | |
Commission File No.001-34148
| |
| |
Match Group, Inc.(Exact name of registrant as specified in its charter)
| |
| Delaware | 59-2712887 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
8750 North Central Expressway, Suite 1400, Dallas, Texas 75231
(Address of Registrants principal executive offices and zip code)
(214)576-9352
(Registrants telephone number, including area code)
Securities registered pursuant to Section12(b) of the Act:
| |
| Title of each class | | Trading Symbol | Name of exchange on which registered | |
| Common Stock, par value $0.001 | | MTCH | The Nasdaq Global Market LLC | |
| (Nasdaq Global Select Market) | |
Securities registered pursuant to Section12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.YesNo
Indicate by check mark if the Registrant is not required to file reports pursuant to Section13 or 15(d) of the Act.YesNo
Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12months (or for such shorter period that the Registrant was required to file such reports) and (2)has been subject to such filing requirements for the past
90days.YesNo
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of
RegulationS-T (232.405 of this chapter) during the preceding 12months (or for such shorter period that the Registrant was required to submit such
files).YesNo
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging
growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule12b-2 of
the Exchange Act.
| |
| Large accelerated filer | | Acceleratedfiler | | Non-acceleratedfiler | | Smallerreporting company | | Emerging growth company | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).YesNoAs of February 20, 2026, there were 232,644,477 shares of common stock outstanding.The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2025 was $7,426,689,174. For the purpose of the foregoing calculation only, shares held by all directors and executive officers of the registrant are assumed to be held by affiliates of the registrant.Documents Incorporated By Reference:Portions of Part III of this Annual Report are incorporated by reference to the Registrants proxy statement for its 2026 Annual Meeting of Stockholders.2TABLE OF CONTENTS
| |
| | | PageNumber | |
| PART I | |
| Item1. | Business | 4 | |
| Item1A. | Risk Factors | 14 | |
| Item1B. | Unresolved Staff Comments | 32 | |
| Item 1C. | Cybersecurity | 32 | |
| Item2. | Properties | 33 | |
| Item3. | Legal Proceedings | 33 | |
| Item4. | Mine Safety Disclosure | 35 | |
| |
| PART II | |
| Item5. | Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 36 | |
| Item6. | Reserved | 38 | |
| Item7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 39 | |
| Item7A. | Quantitative and Qualitative Disclosures About Market Risk | 61 | |
| Item8. | Consolidated Financial Statements and Supplementary Data | 62 | |
| Consolidated Balance Sheet | 64 | |
| Consolidated Statement of Operations | 65 | |
| Consolidated Statement of Comprehensive Operations | 66 | |
| Consolidated Statement of Shareholders Equity | 67 | |
| Consolidated Statement of Cash Flows | 69 | |
| Note 1Organization | 70 | |
| Note 2Summary of Significant Accounting Policies | 70 | |
| Note 3Income Taxes | 77 | |
| Note 4Goodwill and Intangible Assets | 82 | |
| Note 5Financial Instruments | 83 | |
| Note 6Long-term Debt, net | 85 | |
| Note 7Shareholders Equity | 92 | |
| Note 8Accumulated Other Comprehensive Loss | 93 | |
| Note 9Earnings per Share | 93 | |
| Note 10Stock-based Compensation | 94 | |
| Note 11Segment and Geographic Information | 97 | |
| Note 12Leases | 101 | |
| Note 13Commitments and Contingencies | 102 | |
| Note 14Benefit Plans | 104 | |
| Note 15Consolidated Financial Statement Details | 104 | |
| Note 16Subsequent Event | 106 | |
| Item9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 107 | |
| Item9A. | Controls and Procedures | 107 | |
| Item9B. | Other Information | 109 | |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 109 | |
| |
| PART III | |
| Item10. | Directors, Executive Officers and Corporate Governance | 110 | |
| Item11. | Executive Compensation | 110 | |
| Item12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 110 | |
| Item13. | Certain Relationships and Related Transactions, and Director Independence | 110 | |
| Item14. | Principal Accountant Fees and Services | 110 | |
| |
| PART IV | |
| Item15. | Exhibits and Financial Statement Schedules | 111 | |
| Item 16. | Form 10-K Summary | 111 | |
3
Cautionary Statement Regarding Forward-Looking Information
This annual report on Form 10-K contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. The use of words such as anticipates, estimates, expects, plans
and believes, among others, generally identify forward-looking statements. These forward-looking statements
include, among others, statements relating to: Match Groups future financial performance, Match Groups
business prospects and strategy, anticipated trends and prospects in the industries in which Match Groups
businesses operate and other similar matters. These forward-looking statements are based on Match Group
managements current expectations and assumptions about future events as of the date of this annual report,
which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.
Actual results could differ materially from those contained in these forward-looking statements for a
variety of reasons, including, among others: the risk factors set forth in Item 1ARisk Factors. Other unknown
or unpredictable factors that could also adversely affect Match Groups business, financial condition and results
of operations may arise from time to time. In light of these risks and uncertainties, these forward-looking
statements discussed in this annual report may not prove to be accurate. Accordingly, you should not place
undue reliance on these forward-looking statements, which only reflect the views of Match Group management
as of the date of this annual report. Match Group does not undertake to update these forward-looking
statements.
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PART I
Item 1. Business
Who we are
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.
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.
The business of creating meaningful connections
Our goal is to spark meaningful connections for every single person worldwide. Consumers
preferences vary significantly, influenced in part by demographics, geography, cultural
norms, religion, and intent (for example, casual dating or more serious relationships). As a
result, the market for social connection apps is fragmented, and no single service has been
able to effectively serve all of those seeking social connections.
Human connection is a fundamental need, yet the ways people meet and build relationships
have evolved significantly over time. Historically, connections were shaped by physical proximity and social
circles such as the workplace, schools, religious institutions, social gatherings, and local communities. Today,
mobile technology and the internet play a central role in how people can create new interactions and develop
meaningful connections. Additionally, the increasing integration of technology into daily life has contributed to
broader acceptance of digital tools for connecting with others, eroding biases and stigmas across the world,
which previously served as barriers that limited adoption.
We believe that technologies that bring people together serve as a natural extension of the traditional
means of meeting people and provide a number of benefits for users, including:
Expanded options: Social connection apps provide users access to a large pool of people they otherwise
would not have a chance to meet.
Efficiency: The search and recommending features, as well as the profile information available on social
connection apps, allow users to better navigate potential connections more effectively.
More comfort and control: Compared to the traditional ways that people meet, social connection apps
provide an environment that reduces the awkwardness around identifying and reaching out to new
people who are interested in connecting. This reduces friction and increases the likelihood that more
people will engage.
Trust and Safety: Social connection apps can offer a safer way to contact new people for the first-time
by allowing people to limit the amount of personal information exchanged and providing an
opportunity to vet a new connection before meeting in person, including via video communication.
Convenience: The internet and mobile access allow users to connect with new people at any time,
regardless of where they are.
Depending on a persons circumstances, social connection apps can act as a supplement to, or substitute
for, traditional means of meeting people. When selecting a social connection app, we believe that users consider
the following attributes:
Brand recognition, trust, and scale: Brand is very important. Users generally associate strong brands
with a higher likelihood of success and more tools to help the user connect safely and securely.
Generally, successful brands depend on large, active communities of users, strong algorithmic filtering
technology, and awareness of successful usage among similar users.
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Success and outcomes: Demonstrated success of other users attracts new users through word-of-
mouth recommendations. Positive outcomes drive initial adoption and repeat usage.
Relevance and sense of belonging: Users typically look for social connection apps that align with their
demographic, religion, geography, or intent. Through offering a sense of community, the perceived
relevance of potential connections increases.
Service features and user experience: Users tend to gravitate towards social connection apps that offer
features and user experiences that resonate with them, such as question-based matching algorithms,
location-based features, or search capabilities. User experience is also driven by the type of user
interface (for example, Swipe based discovery or scroll-based profile exploration), a particular mix of
free and paid features, ease of use, privacy, and security. Users expect every interaction with a social
connection app to be seamless and intuitive.
Our portfolio
We operate a portfolio of differentiated brands designed to serve distinct user needs, preferences, and
relationship intents. Collectively, our brands span a range of connection experiences, from discovery-oriented
interaction to highly intentional relationship building, as well as demographic- and community-based
connection. This portfolio approach allows users to engage with products that reflect how they want to connect
at a given point in time.
Tinder, launched in 2012, rose to scale and popularity faster than any other service in the online dating
category. Tinder emphasizes low-pressure discovery supported by its patented Swipe technology. Tinder
achieved significant and rapid adoption, particularly among 18 to 30 year-old users, who were historically
underserved by the online dating category. Tinder employs a freemium model, through which users are allowed
to enjoy many of the core features of Tinder for free, including limited use of the Swipe Right feature with
unlimited communication with other users. However, to enjoy premium features, such as unlimited use of the
Swipe Right feature or the ability to See Who Likes You, a Tinder user must subscribe to one of several
subscription offerings: Tinder Plus, Tinder Gold, or Tinder Platinum. Tinder users and subscribers may also
pay for certain premium features, such as Super Likes and Boosts, on a pay-per-use basis.
Hinge launched in 2012 and has grown to be a popular app for individuals seeking intentional and
relationship-oriented connections in English speaking countries and several other international markets. Hinge is
a mobile-only experience and employs a freemium model. Hinge is Designed to be Deleted and focuses on
users with a higher level of intent to enter into a relationship and its services are designed to reinforce that
purpose. Hinge has Video and Voice Prompts, and Voice Notes, in addition to AI-enabled features, which allow
users to better showcase who they are at different points in their dating journey. Hinge offers two premium
subscription offerings: Hinge+ and HingeX.
Evergreen & Emerging (E&E)
Our collections of brands within E&E include well-known pioneers in online relationships (which we refer to
as Evergreen brands) and newer brands designed to serve specific communities, demographics, and identities
(which we refer to as Emerging brands). The following brands are included in E&E:
Match was launched in 1995 and helped create the online dating category with the ability to search
profiles and receive algorithmic recommendations. Match is a brand that focuses on users with a higher level of
intent to enter into a serious relationship and its services and marketing are designed to reinforce that purpose.
Meetic, a leading European online dating brand based in France, was launched in 2001. Meetic is the most
recognized dating app for singles over age 35 in France. Meetic is a brand that focuses on users with a higher
level of intent to enter into a serious relationship and its service and marketing are designed to reinforce that
purpose.
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OkCupid launched in 2004 and has attracted users through a Q&A approach to the dating category.
OkCupid relies on a freemium model and has a loyal, culturally progressive user base predominately located in
larger metropolitan areas in English-speaking markets.
Plenty Of Fish launched in 2003. Among its distinguishing features is the ability to both search profiles and
receive algorithmic recommendations. Plenty Of Fish relies on a freemium model. Plenty Of Fish has broad
appeal in the United States, Canada, the United Kingdom, and a number of other international markets.
BLK, Chispa, Upward, Salams, HER, Archer, Yuzu, The League, and other
affinity-based brands, serve communities defined by shared culture, values, or
experiences.
Match Group Asia (MG Asia)
The focus of the MG Asia brands has primarily been to serve various Asian and Middle Eastern markets.
The following brands are included in MG Asia:
Pairs launched in 2012 and is a leading provider of online dating services in Japan, with a presence in
Taiwan and South Korea. Pairs is a dating platform that was specifically designed to address social barriers
generally associated with the use of dating services in Japan.
Azar launched in 2014 and was acquired in 2021. Azar is a one-to-one video chat service that allows users
to meet and interact with a variety of people across the globe in their native language. Azar is available in the
Middle East region and has expanded into other international markets including Europe.
On February 22, 2026, Apple removed the Azar app from the Apple App Store, resulting in users being
unable to initiate new downloads of Azar from the Apple App Store. In available markets, users can sign up for
and continue to access the app through the web or Google Play Store and existing iOS users who had
downloaded the app through the App Store prior to the removal can currently continue to access and use the
app, including the ability to execute purchases and renewals. For additional information, see Item 7
Managements Discussion and Analysis of Financial Condition and Results of OperationsManagement
OverviewTrends affecting our businessMG Asia.
Our Portfolio Strategy
We believe an effective portfolio strategy
begins with an understanding of the challenges
individuals face when seeking connection today.
Many people experience pressure when meeting
new people. Others encounter noise, as an
abundance of options can feel overwhelming.
Additionally, some experience alienation,
seeking spaces where they feel a sense of
belonging.
To address these challenges, we
introduced a simple framework to articulate
how we position our brands across three
complementary dimensions: Fun, Focus, and
Familiarity. Together, these reflect how we
believe individuals approach connection and
provide different ways to engage depending on
individuals needs and preferences.
Fun emphasizes creating engaging,
lower-pressure ways to meet new
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people. Brands oriented toward Fun help reduce the pressure often associated with initiating
connection.
Focus emphasizes intentional experiences that help users navigate connection with greater purpose.
Familiarity emphasizes belonging, serving communities defined by shared values, culture, or
experiences and helping users feel understood and accepted.
Our brands span these dimensions, with some solely speaking to one element and others operating at the
intersection of two elements. For example, brands such as Tinder emphasize Fun; Hinge emphasizes Focus; and
our affinity-based brands emphasize Familiarity. Several Evergreen and Emerging brands, including Match,
Meetic, Plenty of Fish, OurTime, and OkCupid, combine elements of these dimensions, reflecting the varied ways
individuals seek connection over time.
This framework allows us to focus on how we offer differentiated services that collectively address a broad
spectrum of user needs while maintaining clear roles and positioning for individual brands. It also provides a lens
for innovation, experimentation, and portfolio evolution as user behaviors, technologies, and external forces
change.
Operationally, we strive to empower individual leaders to grow their respective brands. Our brands
compete with each other and with third-party businesses on brand characteristics, service features, and business
models. However, we also work to apply a centralized discipline and share best practices across our brands in
order to quickly introduce new services and features, optimize marketing, increase growth, reduce costs,
improve user safety, and maximize profitability an approach we call One MG. Additionally, we centralize
certain administrative and operational functions to promote efficiency, consistency, and effective oversight
across the portfolio. Our centralized functions include legal, finance, accounting, treasury, tax, human resources,
and real estate and facilities. We further support the portfolio by:
operating shared services across brands, including trust and safety and moderation, certain technology
and data platforms, media buying, and regional go-to-market capabilities;
centralizing select commercial, technical, and operational capabilities where scale, expertise, and
common business needs exist;
developing and deploying talent across the portfolio to build specialized skills and support priority
initiatives;
promoting cross-brand collaboration and knowledge-sharing in areas such as marketing optimization,
infrastructure and cloud utilization, recommendation systems, and user engagement; and
sharing analytics and insights to support consistent measurement, inform decision-making, and improve
portfolio-wide performance.
Through this approach and strategy, we believe our portfolio is positioned to serve a wide range of
connection needs while operating efficiently and responsibly at scale.
Staying competitive
The industry for social connection apps is competitive and has no single, dominant brand globally. We
compete with a number of other companies that provide technologies for people to meet each other, including
other online dating platforms; social media platforms and social-discovery apps, such as Facebook and Instagram
(both owned by Meta), Snap, TikTok, X, LinkedIn (owned by Microsoft), Twitch (owned by Amazon), and
YouTube (owned by Alphabet); offline dating services, such as in-person matchmakers; and other traditional
means of meeting people.
We believe that our ability to attract new users to our brands as well as retain existing users will depend
primarily upon the following factors:
our ability to adapt to how consumers discover, evaluate, and engage with each other and with social
connection apps, particularly among younger generations and in emerging markets and parts of the
world where the associated stigma has not yet fully eroded;
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continued growth in internet access and smart phone adoption in certain regions of the world,
particularly emerging markets;
the continued strength, differentiation, and evolution of our well-known brands and the growth of our
Emerging brands;
the authenticity, breadth, and depth of our active communities of users;
our brands reputations for trust and safety, including investments in technologies that enhance user
authenticity across our apps, such as Face Check, a facial verification feature that helps confirm users
are real and match their profile photos and was launched in 2025 at Tinder in several markets;
our ability to evolve existing services and introduce new features that respond to evolving user
preferences, social trends, and advances in technology, including the use of artificial intelligence (AI);
our brands ability to keep up with the constantly changing regulatory landscape, in particular, as it
relates to the regulation of consumer digital media platforms;
our ability to efficiently acquire new users for our services;
our ability to continue to optimize our monetization strategies while maintaining positive user
experiences;
the design, functionality, and reliability of our services; and
macroeconomic and geopolitical conditions.
A large portion of customers use multiple services over a given period of time, either concurrently or
sequentially, reflecting the various ways in which users seek connection, making our broad portfolio of brands a
competitive advantage.
How we earn our revenue
Many of our brands enable users to establish a profile and review other users profiles without charge.
Each brand also offers additional features, some of which are free, and some of which require payment
depending on the particular service. In general, access to premium features requires a subscription, which is
typically offered in packages (generally ranging from one week to six months), depending on the service and
circumstance. Prices can differ meaningfully within a given brand depending on the duration of a subscription,
the bundle of paid features that a user chooses to access, and whether or not a user is taking advantage of any
special offers. In addition to subscriptions, many of our brands offer users certain features, such as the ability to
promote themselves for a given period of time, or highlight themselves to a specific user, and these features are
offered on a pay-per-use, or la carte, basis. The precise mix of paid and premium features is established over
time on a brand-by-brand basis and is subject to constant iteration and evolution.
Our direct revenue is primarily derived from users in the form of recurring subscriptions, which typically
provide unlimited access to a package of features for a specified period of time, and to a lesser extent from la
carte features, where users pay a non-recurring fee for a specific consumable benefit or feature. Each of our
brands offers a combination of free and paid features targeted to its unique user base. In addition to direct
revenue from our users, we generate indirect revenue from advertising, which comprises a much smaller
percentage of our overall revenue as compared to direct revenue.
Dependencies on services provided by others
App Stores
We rely on the Apple App Store and the Google Play Store to distribute and monetize our mobile
applications. While our mobile applications are free to download from these stores, we offer our users the
opportunity to purchase subscriptions and certain la carte features through these applications. We determine
the prices at which these subscriptions and features are sold, however purchases of these subscriptions and
features are generally processed through the in-app payment systems provided by Apple and Google,
notwithstanding the availability of alternative payment options in certain circumstances. We pay Apple and
Google a meaningful share of the revenue we receive from in-app transactions as well as where payments on
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Android and iOS devices are processed through alternative payment systems. For additional information, see
Item 7Managements Discussion and Analysis of Financial Condition and Results of OperationsManagement
OverviewTrends affecting our businessIn-App Purchase Fees and Item 1ARisk FactorsRisks relating to
our businessDistribution and marketing of, and access to, our services rely, in significant part, on a variety of
third-party platforms, in particular, mobile app stores. In the past, some of these third parties have limited,
prohibited, or otherwise interfered with features or services or changed their policies in material ways that have
adversely affected our business, financial condition, and results of operations, and these third parties could do
so again in the future.
The manner in which Apple and Google operate these services is being reviewed by legislative and
regulatory bodies globally and challenged in courts in multiple jurisdictions. Notably, the European Union (the
EU) has, under the Digital Markets Act, designated Apple and Google as gatekeepers. As such, we expect
Apple and Google to be restricted from, among other things, (i) imposing fees or other requirements that are not
fair, reasonable and non-discriminatory to all application developers and (ii) prohibiting application developers
from informing users about alternative payment options, offering their own in-app payment systems and making
their applications available through alternate app stores on iOS and Android devices or through direct download.
In addition, the Republic of Korea has adopted legislation that prohibits Apple and Google from requiring that
developers exclusively use Apples and Googles respective payment systems to process payments. Korean
lawmakers have also clarified that charging excess fees for using alternative payment systems constitutes unfair
payment practice. Further, courts and regulators in several jurisdictions, including the U.S., France, India, the
Netherlands, and Australia have found that certain app store practices and policies, such as the requirement that
application developers exclusively use their payment systems, violate laws in those jurisdictions. Multiple
jurisdictions, including the United Kingdom, Japan, Mexico, Brazil, Indonesia, Chile, India, and Australia, are
investigating, considering regulatory action or considering legislation to restrict or prohibit these practices. The
United States Congress, as well as a number of state legislatures, are also considering legislation that would
regulate certain terms of the relationships between developers and Apple and Google and prohibit Apple and
Google from requiring the use of their respective payment systems for in-app purchases.
Cloud and Other Services
We rely on third parties, primarily data centers and cloud-based, hosted web service providers, such as
Amazon Web Services, as well as third party computer systems, service providers, software providers, and
broadband and other communications systems, in connection with the provision of our applications generally, as
well as to facilitate and process certain transactions with our users. We have no control over any of these third
parties or their operations, and such third party systems are increasingly complex.
Problems experienced by third-party data centers and cloud-based, hosted web service providers upon
which our brands, including Tinder, Hinge, and Pairs, rely, the telecommunications network providers with which
we or they contract, or the systems through which telecommunications providers allocate capacity among their
customers could also adversely affect us. Any changes in service levels at our data centers or hosted web service
providers, or any interruptions, outages or delays in our systems or those of our third-party providers, or
deterioration in the performance of such systems, could impair our ability to provide our services or process
transactions with our users, which would adversely impact our business, financial condition and results of
operations. For additional information, see Item 1A Risk factorsRisks relating to our businessOur success
depends, in part, on the integrity of third-party systems and infrastructure.
Sales and marketing
All of our brands rely on word-of-mouth recommendations for free user acquisition and also paid user
acquisition, both to varying degrees. Our online marketing activities generally consist of purchasing social media
advertising, advertising on streaming services, banner, and other display advertising, search engine marketing,
email campaigns, video advertising, business development or partnership arrangements, creating content, and
partnering with influencers, among other means to promote our services. Our offline marketing activities
generally consist of television advertising, out-of-home advertising, and public relations efforts.
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Intellectual property
We regard our intellectual property rights, including trademarks, domain names, and other intellectual
property, as critical to our success.
For example, we rely heavily upon the use of trademarks (primarily Tinder, Hinge, Match, Plenty Of
Fish, OkCupid, Meetic, Pairs, Swipe, Azar, and BLK, and associated domain names, taglines and logos) to
market our services and applications and build and maintain brand loyalty and recognition. We maintain an
ongoing trademark and service mark registration program, pursuant to which we register our brand names,
service names, taglines and logos and renew existing trademark and service mark registrations in the United
States and other jurisdictions to the extent we determine it to be necessary or otherwise appropriate and cost-
effective. In addition, we have a trademark and service mark monitoring policy pursuant to which we monitor
applications filed by third parties to register trademarks and service marks that may be confusingly similar to
ours, as well as potential unauthorized use of our material trademarks and service marks. Our enforcement of
this policy affords us valuable protection under current laws, rules, and regulations. We also reserve, register (to
the extent available), and renew existing registrations for domain names that we believe are material to our
business.
We also rely upon a combination of in-licensed third-party and proprietary trade secrets, including
proprietary algorithms, and upon patented and patent-pending technologies, processes, and features relating to
our recommendation process systems or features and services with expiration dates from 2027 to 2043. We
have an ongoing invention recognition program pursuant to which we apply for patents to the extent we
determine it to be core to our service or businesses or otherwise appropriate and cost-effective.
We rely on a combination of internal and external controls, including applicable laws, rules, and
regulations, and contractual restrictions with employees, contractors, customers, suppliers, affiliates, and
others, to establish, protect, and otherwise control access to our various intellectual property rights.
Government regulation
We are subject to a variety of laws and regulations in the United States and abroad that involve matters
related to our business, many of which are still evolving and being tested in courts, and could be interpreted in
ways that could harm our business. These laws and regulations involve matters including, among others,
antitrust and competition, broadband internet access, online commerce, advertising, user privacy, data
protection, intermediary liability, protection of minors, biometrics, consumer protection, general safety, sex-
trafficking, taxation, money laundering, accessibility, intellectual property, AI, and securities law compliance. We
have and could again in the future be subject to actions based on negligence, regulatory compliance, various
torts, and trademark, patent and copyright infringement, among other actions.
Because we receive, store, and use a substantial amount of information received from or generated by our
users, we are particularly impacted by laws and regulations governing privacy; the storage, sharing, use,
processing, disclosure, transfer, and protection of personal data; and data breaches, in many of the countries in
which we operate. For example, in the EU we are subject to the General Data Protection Act (GDPR), which
applies to companies established in the EU or otherwise providing services or monitoring the behavior of people
located in the EU and provides for significant penalties in case of non-compliance as well as a private right of
action for individual claimants. GDPR will continue to be interpreted by EU data protection regulators, which
have and may in the future require that we make changes to our business practices, and could generate
additional costs, risks, and liabilities. See Item 3 Legal ProceedingsIrish Data Protection Commission Inquiry
Regarding Tinders Practices. The EU is also considering an update to the GDPR, the Privacy and Electronic
Communications (so-called e-Privacy) Directive, and its AI Act, which may also require that we make changes
to our business practices and could generate additional costs, risks and liabilities. Compliance with the various
EU data transfer requirements, and the resulting interpretations, decisions, and guidelines from EU supervisory
authorities, may require changes to our business practices and generate additional costs, risks, and liabilities.
At the same time, many countries in which we do business have already adopted or are also currently
considering adopting privacy and data protection laws and regulations. For instance, multiple legislative
proposals concerning privacy and the protection of user information have been introduced in the U.S. Congress.
Various U.S. state legislatures are also considering privacy legislation in 2026 and beyond. Some U.S. state
legislatures have already passed and enacted privacy legislation, most prominently the California Consumer
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Privacy Act of 2018, which came into effect in 2020. Also, the California Privacy Rights Act of 2020 (the CPRA)
was enacted, which expanded the states consumer privacy laws and created a new government organization,
the California Privacy Protection Agency, to enforce the law. The majority of the CPRAs provisions entered into
force on January 1, 2023, with a lookback to January 2022. In addition to California, comprehensive privacy laws
have been passed in numerous other U.S. states, which have come into force over the last several years.
Additionally, the Federal Trade Commission has increased its focus on privacy and data security practices at
digital companies, as evidenced by its levying of several large fines against digital companies for privacy
violations in recent years. Finally, talks of a U.S. federal privacy law are ongoing in Congress, with multiple
proposals being considered, and may lead to the passing of a new law in the coming years. In some cases,
privacy and data protection requirements may be in tension with regulatory or public expectations relating to
user safety, including efforts to prevent fraud, abuse, or other harmful activity. As a result, our attempts to
design, implement, or expand safety-related features or controls may be subject to heightened scrutiny by
privacy and data protection regulators, could require careful balancing of competing legal obligations, and may
expose us to regulatory inquiries, enforcement actions, or limitations on how such features are deployed.
Concerns about harms, protection of minors, and the use of dating services and other platforms for illegal
conduct, such as romance scams, promotion of false or inaccurate information, financial fraud, and sex-
trafficking, have produced and could continue to produce future legislation or other governmental action. For
example, the EUs Digital Services Act (the DSA), which went into effect in 2024, imposes additional
requirements on technology companies around moderation, transparency, and the overall safety of their
platforms. A number of jurisdictions, including India and the U.S. State of Colorado, have also instituted or are
considering transparency and data disclosure obligations similar to those provided in the DSA. In addition, the
UKs Online Safety Act imposes broad and similar requirements to those provided in the DSA. Of note, this law
places new requirements on social media companies, including online dating companies, to protect children
from being exposed to inappropriate material. Most of the provisions of this law went into effect in 2025.
Further, while we do not deliberately offer any of our services to minors, we are subject to an increasing number
of age assurance requirements in various jurisdictions. For example, under the UKs Online Safety Act, we are
required to demonstrate that our age assurance measures are highly effective at preventing access by
underage users, including through the use of automated facial age estimation techniques. Similar provisions
apply to our services under the Australian Social Media Minimum Age Act.
In the United States, government authorities, elected officials, and political candidates have called for
amendments to Section 230 of the Communications Decency Act (the CDA) that aim to limit or remove
protections afforded to technology companies. Additionally, there are multiple ongoing legal challenges to the
CDA in U.S. federal courts, which could further alter its scope and applicability. If these legislative or judicial
efforts succeed in weakening the protections afforded by the CDA, we may be required to make changes to our
services that could restrict or impose additional costs upon the conduct of our business generally or otherwise
expose us to additional liability. Any weakening of the CDA could also result in increased litigation costs, as well
as a potentially increased chance of liability. See Item 1A Risk factorsRisks relating to our business
Inappropriate actions by certain of our users could be attributed to us or may not be adequately prevented by us
and consequently damage our brands reputations, which in turn could adversely affect our business.
Our global businesses are subject to a variety of complex and continuously evolving income and other tax
frameworks. For example, sweeping international tax reform known as Pillar Two has gone into effect in certain
jurisdictions starting in 2024. The work is being undertaken by the Organization for Economic Cooperation and
Developments (OECD) Inclusive Framework and organized by the OECDs Centre for Tax Policy and
Administration. Pillar Two establishes a global minimum corporate tax rate of 15 percent for multinational
enterprises with 750 million or more in annual revenue. Multinational enterprises will need to conform to the
various rules in every Pillar Two country in which they operate. The Company has analyzed the impact of
enacted legislation and determined it does not have a material impact to the income tax provision. The Company
will continue to monitor future developments, including the recently introduced side-by-side safe harbor, which
would exclude U.S. parented multinational enterprises from the scope of certain Pillar Two taxes.
As a provider of subscription services, we are also subject to laws and regulations in certain U.S. states and
other countries that apply to our automatically-renewing subscription payment models. For example, the EUs
Payment Services Directive (PSD2), which became effective in 2018, has impacted our ability to process auto-
renewal payments and offer promotional or differentiated pricing for users in the EU. Also, Germany and France
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have imposed additional obligations on providers of subscription services regarding the automatic renewal and
cancellation of online subscriptions. Similar legislation or regulation, or changes to existing laws or regulations
governing subscription payments, have been adopted in New York and California, or are being considered in
many other U.S. states and in the UK. For example, New Yorks law requires disclosures related to when
algorithms are used to set prices.
The EU, the U.S. Federal government, and many U.S. states are considering, or have already enacted,
orders, legislation or regulations that would impact the use of AI by companies. For example, several states,
including Colorado, California, and Utah, have already passed laws prescribing how AI can be used or what
permissions must be granted before it can be used, and several more states are considering similar legislation. In
addition, the Federal Trade Commission has a compulsory process in nonpublic investigations involving products
and services that use or claim to be produced using generative AI or claim to detect its use. Further, the EU is
enacting legislation aimed at updating liability rules, providing for specific liability related to AI or extending
product liability to software and digital services. As we seek to further integrate AI technologies into our
services, compliance with existing, new, and changing laws, regulations, and industry standards relating to AI
may limit some uses of AI and may impose significant operational costs.
Finally, certain U.S. states and certain countries in the Middle East and Asia have laws that specifically
govern dating services. At the same time, a number of U.S. states, the U.S. Congress, and some other countries
such as Brazil are considering legislation that would directly regulate online dating services.
Human capital
Our people are critical to Match Groups continued success, and we work hard to attract, retain and
motivate qualified talent. As of December31, 2025, we had approximately 2,200 full-time employees and 9 part-
time employees, which represents an approximate 12% year-over-year decrease in employee headcount. The
decrease in headcount was largely due to the launch in 2025 of an enterprise-wide initiative to further leverage
our portfolio approach and decrease operating costs by, among other things, reducing headcount, management
layers, and duplication of certain functions across the Company. In 2026, we plan to focus recruiting on critical
technical functions, such as software and product, while continuing to hire specialized talent to support our
innovation and AI initiatives.
As of December31, 2025, approximately 64%, 21%, 13%, and 2% of our employees reside in the North
America, Asia-Pacific, EMEA, and Latin America regions, respectively, spanning 17 countries and reflecting
various cultures, backgrounds, ages, sexes, sexual orientations, and ethnicities. Our global workforce is highly
educated, with the majority of our employees working in engineering or technical roles that are central to the
technological and service innovations that drive our business. Competition for software engineers and other
technical staff has historically been intense, and we expect will remain so for the foreseeable future as we
continue to recruit in the most competitive markets.
We have four business units supported by a central team. These four business units consist of Tinder,
Hinge, Evergreen & Emerging, and Match Group Asia. The employee distributions in each business unit are 21%,
15%, 22%, and 20%, respectively, leaving 22% to support in a centralized capacity. These distributions generally
align with the size and complexity of each business unit.
Our compensation and benefits programs are designed to attract and reward talented individuals who
possess the skills necessary to support our business objectives, assist in the achievement of our strategic goals,
and create long-term value for our stockholders. In addition to salaries, these programs (which vary by country/
region) include annual bonuses, stock-based awards, an employee stock purchase plan, retirement benefits,
healthcare and insurance benefits, paid time off, family leave, flexible work schedules, mental health and
wellness programs, and employee assistance programs. We are committed to providing competitive and
equitable pay. We base our compensation on market data and conduct evaluations of our compensation
practices at all levels on a regular basis to determine the competitiveness and fairness of our packages.
We are committed to empowering our people with career advancement and learning opportunities. Our
talent, learning and development programs provide employees with resources to help achieve their career goals,
build strong foundational technical and leadership skills, and contribute to and, where applicable, lead their
organizations.
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We regularly conduct anonymous surveys to seek feedback from our employees on a variety of topics,
including but not limited to, confidence in company leadership, competitiveness of our compensation and
benefits, career growth opportunities, and ways to improve our companys position as an employer of choice.
The results are shared with our employees and reviewed by senior leadership, who analyze areas of progress or
opportunity and prioritize actions and activities in response to this feedback to drive meaningful improvements
in employee engagement.
We believe that our approach to talent has been instrumental in our growth and has made Match Group a
desirable destination for current and future employees.
Additional information
Company website and public filings. Investors and others should note that we announce material financial
and operational information to our investors using our investor relations website at https://ir.mtch.com, our
newsroom website at https://mtch.com/news, Tinders newsroom website at www.tinderpressroom.com,
Hinges newsroom website at https://hinge.co/press, U.S. Securities and Exchange Commission (SEC) filings,
press releases, and public conference calls. We use these channels as well as social media to communicate with
our users and the public about our company, our services, and other issues. It is possible that the information we
post on social media could be deemed to be material information. Accordingly, investors, the media, and others
interested in our company should monitor the websites listed above and the social media channels listed on our
investor relations website in addition to following our SEC filings, press releases, and public conference calls.
Neither the information on our website, nor the information on the website of any Match Group business, is
incorporated by reference into this report, or into any other filings with, or into any other information furnished
or submitted to, the SEC.
The Company makes available, free of charge through its website, its Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K (including related exhibits and amendments)
as soon as reasonably practicable after they have been electronically filed with (or furnished to) the SEC.
Code of ethics. The Companys code of ethics applies to all employees (including Match Groups principal
executive officer, principal financial officer, and principal accounting officer) and directors and is posted on the
Companys website at https://ir.mtch.com under the heading of Corporate Governance. This code of ethics
complies with Item 406 of SEC Regulation S-K and the rules of The Nasdaq Stock Market LLC. Any changes to the
code of ethics that affect the provisions required by Item 406 of Regulation S-K, and any waivers of such
provisions of the code of ethics for Match Groups executive officers, senior financial officers, or directors, will
also be disclosed on Match Groups website.
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Item 1A. Risk Factors
Risk Factor Summary
Our business is subject to a number of risks, including risks that may prevent us from achieving our
business objectives or may adversely affect our business, financial condition, and results of operations. These
risks are discussed more fully below and include, but are not limited to:
Risk relating to our business
If we fail to retain existing users or add new users, or if our users do not convert to paying users, our
revenue, financial results, and business may be significantly harmed.
The industry for social connection apps is competitive, with low switching costs and a consistent stream
of new services and entrants, and innovation by our competitors may disrupt our business.
Our restructuring and reorganization activities may be disruptive to our operations and harm our
business, and the investments we make in our business with the savings from such activities may not
achieve the intended results.
Our growth and profitability rely, in part, on our ability to attract and retain users through cost-effective
marketing efforts.
Distribution and marketing of, and access to, our services rely, in significant part, on a variety of third-
party platforms, in particular, mobile app stores.
Inappropriate actions by certain of our users could be attributed to us or may not be adequately
prevented by us and consequently damage our brands reputations.
Dependence on our key personnel.
Our operations are subject to volatile global economic conditions, particularly those that adversely
impact consumer confidence and spending behavior.
We have experienced, and in the future may again experience, operational and financial risks in
connection with acquisitions.
We have incurred impairment charges related to our intangible assets in the past and may incur further
impairment charges related to our goodwill and other intangible assets in the future.
We operate in various international markets, including certain markets in which we have limited
experience, and some of our brands continue to seek to increase their international scope.
Foreign currency exchange rate fluctuations have adversely affected and may in the future adversely
affect our results of operations.
Our user metrics and other estimates are subject to inherent challenges in measurement, and real or
perceived inaccuracies in those metrics may adversely affect our business, results of operations, and
reputation.
The limited operating history of our newer brands and services makes it difficult to evaluate our current
business and future prospects.
Climate change may have a long-term impact on our business.
Risks relating to systems and infrastructures, data, security, privacy, and the use of AI
Our success depends, in part, on the integrity of our systems and infrastructures and on our ability to
enhance, expand, and adapt these systems and infrastructures in a timely and cost-effective manner.
Our success depends, in part, on the integrity of third-party systems and infrastructure.
We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely
affected by cyberattacks experienced by third parties.
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The success of our services will depend, in part, on our ability to access, collect, and use personal data
about our users and subscribers.
Breaches or unauthorized access of personal and confidential or sensitive user information that we
maintain and store.
Challenges with properly managing the use of AI.
Risks related to credit card payments, including data security breaches and fraud that we or third
parties experience.
Risks related to our use of open source software.
Risks relating to legal and regulatory compliance
Our business is subject to complex and evolving U.S., foreign, and international laws and regulations,
including with respect to data privacy, platform liability, and AI.
We may fail to adequately protect our intellectual property rights or may be accused of infringing the
intellectual property rights of third parties.
Adverse outcomes in litigation to which we are subject.
Risks related to our taxation in multiple jurisdictions.
Risks relating to our indebtedness
Our indebtedness may affect our ability to operate our business, and we and our subsidiaries may incur
additional indebtedness, including secured indebtedness.
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to
take other actions to satisfy our obligations under our indebtedness that may not be successful.
Exchange of our outstanding exchangeable notes may dilute the ownership interests of existing
stockholders or may otherwise depress the price of our common stock.
Risks relating to ownership of our common stock
Stockholders may experience dilution due to the issuance of additional securities in the future.
We cannot guarantee that our share repurchase programs will be fully consummated or enhance long-
term stockholder value, and the price of our stock is subject to volatility.
There can be no assurance that we will continue to declare cash dividends.
Provisions in our certificate of incorporation and bylaws or Delaware law may discourage, delay, or
prevent a change of control of our company or changes in our management.
Risks relating to our business
If we fail to retain existing users or add new users, or if our users do not convert to paying users, our revenue,
financial results, and business may be significantly harmed.
The size of our user base is critical to our success. Most of our brands monetize via a freemium model
where the use of the service is free and a subset of the users pay for subscriptions or in-app purchases to access
premium features. Our financial performance has thus been and will continue to be significantly determined by
our success in adding and retaining users of our services and converting users into paying subscribers or in-app
purchasers. We expect the size of our user base to fluctuate or decline periodically in various markets, including
markets where we have achieved higher penetration rates. Furthermore, the size of our user base is also
influenced by other factors, including competitive products and services, regional cultural preferences, and
global and regional business, macroeconomic, and geopolitical conditions.
If people do not perceive our services to be useful or trustworthy or if people question the engagement
level of our user base, we may be unable to attract or retain users. In recent years, demand for online dating
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services has softened among younger generations, particularly among women in those generations, reflecting
evolving preferences, shifting social behaviors, and changing expectations regarding digital interactions. As a
result, we have begun to further leverage our existing capabilities as well as advances in technologies like AI to
improve our existing services or introduce new features designed to better meet user expectations and to
expand our penetration of what continues to be a large available new user market. In addition, we have recently
undertaken several initiatives to strengthen the ecosystem of our Tinder service and combat declines in the
number of Tinder users that occurred in recent years, including removing accounts that are not used for dating
purposes and requiring further verification of the authenticity of certain user profiles, each of which has had,
and may continue to have, a negative impact on the number of Tinder users. Further, in 2025, we shifted our
overall portfolio strategy to place greater emphasis on improving user outcomes, particularly for women, with
the goal of driving long-term revenue growth. This strategy includes introducing new features and experiences
that we believe will improve user outcomes, some of which have in the past and in the future may again drive
short-term decreases in both revenue and user numbers. Although we believe these actions, including the
further implementation of technologies like AI, will ultimately enhance the health of our platforms and drive
sustainable growth, including through an increase in the size of our user base, there can be no assurance that
these initiatives will achieve their intended objectives or that any short-term declines in users or revenue will be
offset over time.
Declines in the number of Tinder users have adversely affected our revenue and financial results in recent
years and, in some cases, have rendered our services less attractive to both existing and potential users. Declines
in the number of users for our Evergreen brands have also adversely affected our revenue and financial results in
recent years and, in some cases, have rendered those services less attractive to both existing and potential
users. Further, certain of our Emerging brands are re-focusing their business model on intentioned daters, which
may have a negative impact on the number of users and revenue at those brands. If we are unable to maintain
or increase the size of our user base in the future, our revenue and other financial results may be further
adversely affected, including as a result of further rendering our services less attractive to both existing and
potential users.
In addition, on February 22, 2026, Apple removed our Azar app from the Apple App Store following a
February 6, 2026 update to Apples App Review Guidelines, meaning the app is no longer available for download
from the Apple App Store. While we continue to evaluate potential modifications to Azar in order to potentially
gain reinstatement to the Apple App Store, there can be no assurance that any efforts to apply for reinstatement
will be successful. If we are not successful in having the Azar app reinstated to the Apple App Store, we expect
there would be a decrease in the size of our user base over time, but we are uncertain how quickly this decrease
would occur and to what extent we will be able to offset this decrease with increases of users from other
sources, such as on Android or the desktop and mobile web versions of Azar. Further, the size of Azars user base
may be adversely affected by the timing of our ability, if any, to gain reinstatement of Azar to the Apple App
Store and the usefulness to users of any future version of the app that is able to gain reinstatement to the Apple
App Store, if at all. Any of these impacts from the removal of the Azar app from the Apple App Store could have
an adverse effect on our business, financial condition, and results of operations.
The industry for social connection apps is competitive, with low switching costs and a consistent stream of new
services and entrants, and innovation by our competitors may disrupt our business.
The industry for social connection apps is competitive, with a consistent stream of new services and
entrants. Some of our competitors may enjoy better competitive positions in certain geographical regions, user
demographics, or other key areas that we currently serve or may serve in the future. These advantages could
enable these competitors to offer services that are more appealing to users and potential users than our services
or to respond more quickly and/or cost-effectively than us to new or changing opportunities.
In addition, within the industry for social connection apps generally, costs for consumers to switch between
services are low, and consumers have a propensity to try new approaches to connecting with people and to use
multiple services at the same time. As a result, new services, entrants, and business models are likely to continue
to emerge. It is possible that a new service could gain rapid scale at the expense of existing brands through
harnessing a new technology, such as generative AI, or a new or existing distribution channel, creating a new or
different approach to connecting people, introducing a new business model, or some other means. We may
need to respond by introducing new services or features, which we may not do successfully. If we do not
sufficiently innovate to provide new services, or improve upon existing services, each in ways that our users or
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prospective users find appealing, we may be unable to continue to attract new users or continue to appeal to
existing users in a sufficient manner.
Potential competitors also include larger companies, such as social media companies and operators of
mobile operating systems and app stores, that could devote greater resources to the promotion or marketing of
their services, take advantage of acquisition or other opportunities more readily, or develop and expand their
services more quickly than we do. For example, Facebook offers a dating feature on its platform, which has
grown dramatically in size supported by Facebooks massive worldwide user footprint. These social media and
mobile platform competitors could use strong or dominant positions in one or more markets, coupled with ready
access to existing large pools of potential users and personal information regarding those users, to gain
competitive advantages over us, including by offering different features or services that users may prefer or
offering their services to users at no charge, which may enable them to acquire and engage users at the expense
of our user growth or engagement.
If we are not able to compete effectively against current or future competitors as well as other services
that may emerge, or if our decisions regarding where to focus our investments are not successful long-term, the
size and level of engagement of our user base may decrease, or we may convert a smaller proportion of our user
base into paying users, which could have an adverse effect on our business, financial condition, and results of
operations.
Our restructuring and reorganization activities may be disruptive to our operations and harm our business,
and the investments we make in our business with the savings from such activities may not achieve the
intended results.
Over the past few years, we have implemented internal restructurings and reorganizations designed to
reduce the size and cost of our operations, improve operational efficiencies and reprioritize investments, and
accelerate our business growth and product development initiatives. From 2023 to 2025, we consolidated some
of our legacy brands platforms and, in 2025, we launched an enterprise-wide initiative to further leverage our
portfolio approach and decrease operating costs by, among other things, reducing headcount and duplication of
certain functions across the Company and sharing more operational infrastructure across brands. We may take
similar steps in the future, including further reductions in headcount, as we seek to realize operating synergies,
optimize our operations to achieve our financial objectives, respond to market forces, or better reflect changes
in the strategic direction of our business, including as a result of apps or services that we discontinue.
Disruptions in operations may occur as a result of taking these actions, such as decreased productivity due to
employee distraction, declines in employee morale, and unanticipated employee turnover, and could adversely
affect our operating results. There can also be no assurance that these efforts, including efforts to reduce
operating costs will be successful.
We have made, and plan to continue to make, substantial investments with the savings from our
restructuring and reorganization activities in order to launch new features and services, increase marketing
efforts, and expand into new geographic markets. If we do not invest these savings efficiently or effectively, or if
these investments do not produce the intended results, we may not realize the expected benefits of our
strategy. Further, our development efforts with respect to new services and features could distract management
from current operations and divert capital and other resources from our more established offerings. Although
we believe these investments will improve our financial results over the long term, they may negatively impact
our short-term financial results, which may be inconsistent with the short-term expectations of our stockholders.
Moreover, there can be no assurance that consumer demand for such initiatives will exist or be sustained at the
levels that we anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to
generate sufficient revenue to offset any new expenses associated with these new investments. It is also
possible that offerings developed by others will render any new services or features noncompetitive or obsolete.
If we do not realize the expected benefits of these investments, our business, financial condition, and results of
operations may be harmed.
Our growth and profitability rely, in part, on our ability to attract and retain users through cost-effective
marketing efforts. Any failure in those efforts could adversely affect our business, financial condition, and
results of operations.
Attracting and retaining users for our services involve considerable expenditures for online and offline
marketing. Historically, we have had to increase our marketing expenditures over time in order to attract and
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retain users and sustain our growth. We have also often increased marketing spending to support new feature or
service launches or when smaller brands enter new geographic markets.
Evolving consumer behavior can affect the availability of profitable marketing opportunities. For example,
as consumers communicate more via text messaging, messaging apps, and other virtual means, to continue to
reach potential users and grow our businesses, we must continue to identify and devote more of our overall
marketing expenditures to newer advertising channels, such as mobile, social media, and online video platforms.
Generally, the opportunities in and sophistication of newer advertising channels are relatively undeveloped and
unproven, and there can be no assurance that we will be able to continue to appropriately manage and fine-tune
our marketing efforts in response to these and other trends in the advertising industry. Additionally, changes by
large tech platforms, such as Apple and Google, to advertisers ability to access and use unique advertising
identifiers, cookies, and other information to acquire potential users, such as Apples rules regarding the
collection and use of identifiers for advertising (IDFA), have adversely impacted, and may continue to
adversely impact, our advertising efforts. There can be no assurance that we will be able to continue to
appropriately manage our marketing efforts in response to these and other trends in the advertising industry.
Any failure to do so could adversely affect our business, financial condition, and results of operations.
Distribution and marketing of, and access to, our services rely, in significant part, on a variety of third-party
platforms, in particular, mobile app stores. In the past, some of these third parties have limited, prohibited or
otherwise interfered with features or services or changed their policies in material ways that have adversely
affected our business, financial condition, and results of operations, and these third parties could do so again
in the future.
We market and distribute our services through a variety of third-party distribution channels, including
Instagram and Facebook, which has rolled out its own dating service. Our ability to market our brands on any
given property or channel is subject to the policies and practices of the relevant third party. Certain platforms
and channels have, from time to time, limited or prohibited advertisements for our services for a variety of
reasons, including poor behavior by other industry participants. Further, certain platforms on which we market
our brands may not properly monitor or ensure the quality of content located adjacent to or near our
advertisements on such platforms, which may have a negative effect on consumers perceptions of our own
brands due to association with such content, which content our users may deem inappropriate. If this were to
happen with a significant marketing channel and/or for a significant period of time, or if we were limited or
prohibited from using certain marketing channels in the future, our business, financial condition, and results of
operations could be adversely affected.
Additionally, our mobile applications are almost exclusively accessed through the Apple App Store and
Google Play Store. Both Apple and Google believe they have broad discretion to unilaterally change, and from
time to time have changed, their policies regarding their mobile operating systems and app stores in ways that
may limit, eliminate, or otherwise interfere with our ability to distribute or market our applications through their
stores, our ability to update our applications, including to make bug fixes or other feature updates or upgrades,
the features we provide, our ability to access native functionality or other aspects of mobile devices, and our
ability to access information about our users that they collect. To the extent either or both of them do so, our
business, financial condition, and results of operations have in the past been, and could again in the future be,
adversely affected. For example, on February 22, 2026, Apple removed our Azar app from the Apple App Store
following a February 6, 2026 unilateral update to Apples App Review Guidelines, making the app no longer
available for download from the Apple App Store. While we plan to evaluate potential modifications to Azar in
order to gain reinstatement to the Apple App Store, the outcome of our efforts to apply for reinstatement will
depend, in part, on decisions by Apple over which they believe they have broad discretion, including how they
interpret their own guidelines and the potential for further unilateral changes to those guidelines by Apple.
There can be no assurance that any efforts to apply for reinstatement will be successful.
Further, we are generally required to share with Apple and Google a portion of the revenue we receive
from purchases of subscriptions and la carte features offered through our mobile applications. These costs are
expected to remain a significant operating expense for the foreseeable future. If the amount these platform
providers charge increases, it could have a material impact on our results of operations. In particular, our
partnership with Google entered into in 2024 is set to expire in the first quarter of 2027. If Google does not
reduce its standard in-app purchase fees, whether voluntarily or involuntarily, before that partnership expires,
we expect that the fees paid to Google for transactions processed either through their in-app payment system or
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through alternative payment options on Android, will increase. Apple and Google may also change their fee
structures or add fees associated with access to and use of their operating systems, which could have an adverse
impact on our business. There has been litigation, as well as governmental inquiries over app store fees, and
Apple or Google could modify their platforms in response to such litigation and inquiries in a manner that may
harm us. See Item 7Managements Discussion and Analysis of Financial Condition and Results of Operations
Management OverviewTrends affecting our businessIn-App Purchase Fees below for additional
information.
Apple and Google are also known to retaliate against application developers who publicly or privately
challenge their app store rules and policies, and such retaliation has and could adversely affect our business,
financial condition, and results of operations.
Inappropriate actions by certain of our users could be attributed to us or may not be adequately prevented by
us and consequently damage our brands reputations, which in turn could adversely affect our business.
Users of our services have been, and may in the future be, physically, financially, emotionally, or otherwise
harmed by other individuals that such users met or may meet through the use of one of our services. When one
or more of our users suffers or alleges to have suffered any such harm, or where similar events affecting users of
our competitors services occur, we have in the past, and could in the future, experience negative publicity,
including regarding our industry generally, or legal action that could damage our reputation and our brands. For
example, we are currently defending lawsuits in Colorado and Texas brought by multiple plaintiffs alleging harm
by other users they met through our services.
In addition, the reputations of our brands have been, and may in the future be, adversely affected by the
actions of our users that are deemed to be hostile, offensive, defamatory, inappropriate, untrue, or unlawful,
especially if such hostile, offensive, or inappropriate use is well-publicized. Furthermore, like with many Internet
platforms, users have in the past and may in the future use our services for illegal or harmful purposes rather
than for their intended purposes, such as romance scams, promotion of false or inaccurate information, financial
fraud, trafficking, and recruitment to terrorist groups. Our systems and processes that monitor and review the
appropriateness of the content accessible through our services have at times failed, and may again in the future
fail, to detect instances of inappropriate use of our services, and our users have in the past, and could in the
future, engage in activities that violate our policies prohibiting illegal, offensive and inappropriate use of our
services. Such bad actors may also use emerging technologies, such as AI, to engage in such activities, which
would make it more difficult for us and other users to detect and prevent such negative behavior. Additionally,
we cannot control how our users engage if and when they meet in person after connecting on our services. We
may also fail to respond expeditiously or appropriately to objectionable practices by users, or to otherwise
address user concerns, which could erode confidence in our brands. Furthermore, to the extent that our users or
any potential users do not feel safe using our services, our reputation has been and could be further negatively
affected, which may in turn materially adversely affect our business, financial condition and results of
operations.
We depend on our key personnel.
Our future success will depend upon our continued ability to identify, hire, develop, motivate, and retain
highly skilled individuals across the globe, with the continued contributions of our senior management being
especially critical to our success. Competition for well-qualified employees across Match Group and its various
businesses is intense, particularly in the case of senior leadership and technology roles, and our continued ability
to compete effectively depends, in part, upon our ability to attract new employees and retain current
employees. Periods of intense competition for talent in particular fields can lead to increased costs as we seek to
offer competitive compensation to recruit and retain highly skilled employees. In addition to intense competition
for talent, workforce dynamics are constantly evolving, such as recent broad shifts to hybrid work models. In
addition, changes we make to our current and future work environments or benefits policies may not meet the
needs or expectations of our employees or may be perceived as less favorable compared to other companies
policies, which could negatively impact our ability to hire and retain qualified personnel. If we do not manage
changing workforce dynamics effectively, it could materially adversely affect our culture, reputation, and
operational flexibility. Further, evolving state and federal laws, rules and regulations regarding immigration or
that are intended to limit or curtail the enforceability of non-competition, employee non-solicitation,
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confidentiality and similar restrictive covenant clauses could make it more difficult to hire or retain qualified
personnel.
Our ability to attract, retain, and motivate employees may also be adversely affected by stock price
volatility. In particular, declines in our stock price, or lower stock price performance relative to competitors for
talent, have reduced the retentive value of our stock-based awards, which can impact the competitiveness of
our compensation. Further, in the past we have had, and may continue to have for the foreseeable future,
significant amounts of stock-based compensation expense, which adversely affects our results of operations, due
to the competitive market for executive and technical talent, which includes competitors that are much larger
than us. This competition, combined with lower stock price performance relative to competitors, results in
increased costs in the form of cash and stock-based compensation, which has in the past, and may continue to
have in the future, a dilutive impact on our existing stockholders.
Effective succession planning is also important to our future success. At times we have experienced
significant changes to our senior leadership team. For example, we appointed a new Chief Executive Officer and
a new Chief Financial Officer in February and March 2025, respectively. Those changes and any future significant
leadership changes or senior management transitions involve inherent risk. If we fail to ensure the effective
transfer of senior management or other institutional knowledge as well as smooth transitions involving senior
management and the effect of those transitions on our employee population and associated employee culture
and morale more generally, our ability to execute short and long term strategic, financial, and operating goals, as
well as our business, financial condition, and results of operations generally, could be adversely affected.
Our operations are subject to volatile global economic conditions, particularly those that adversely impact
consumer confidence and spending behavior.
Adverse macroeconomic conditions, including lower consumer confidence, changes to fiscal and monetary
policy, the availability and cost of credit, and weakness in the economies in which we and our users are located,
have adversely affected and may in the future adversely affect our business, financial condition, and results of
operations. In recent years, the United States, Europe and other key global markets have experienced historically
high levels of inflation, which have impacted, among other things, employee compensation expenses. If inflation
rates rise again or continue to remain historically high or further increase in those locations where inflation rates
remain elevated, it will likely affect our expenses, and may reduce consumer discretionary spending, which could
affect the buying power of our users and lead to a reduced demand for our services, particularly for la carte
features or at brands that serve consumers with less discretionary income. Other events and trends that could
result in decreased levels of consumer confidence and discretionary spending include a general economic
downturn, recessionary concerns, high unemployment levels, and increased interest rates, as well as any sudden
disruption in business conditions. Additionally, geopolitical developments, such as wars in Ukraine and the
Middle East, tensions with China, trade wars, changes to immigration policies, climate change, global health
pandemics, and the responses by central banking authorities to control inflation, can increase levels of political
and economic unpredictability globally and increase the volatility of global financial markets.
We have experienced, and in the future may again experience, operational and financial risks in connection
with acquisitions.
We have made acquisitions in the past and continue to seek potential acquisition candidates. We may
experience operational and financial risks in connection with historical and future acquisitions if we are unable
to:
properly value prospective acquisitions, especially those with limited operating histories;
fully identify potential risks and liabilities associated with acquired businesses;
accurately project the future financial condition and results of operations of acquired businesses;
successfully integrate the operations, financial, and other administrative systems of the acquired
businesses with our existing operations and systems;
retain or hire senior management and other key personnel at acquired businesses; and
successfully support the acquired businesses in executing on strategic plans.
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Furthermore, we may not be successful in addressing other challenges encountered in connection with our
acquisitions and the anticipated benefits of one or more of our acquisitions may not be realized. For example, on
February 22, 2026, Apple removed our Azar app, which was acquired in 2021, from the Apple App Store. For
additional information, see Item 7Managements Discussion and Analysis of Financial Condition and Results
of OperationsManagement OverviewTrends affecting our businessMG Asia. In addition, such acquisitions
can result in material diversion of managements attention or other resources from our existing businesses. The
occurrence of any of these events could have an adverse effect on our business, financial condition, and results
of operations.
We have incurred impairment charges related to our intangible assets in the past and may incur further
impairment charges related to our goodwill and other intangible assets in the future, which would adversely
affect our financial condition and results of operations.
We acquire other companies and intangible assets and may not realize all the economic benefit from those
acquisitions, which could cause an impairment of goodwill or intangible assets. We assess goodwill and
indefinite-lived intangible assets for impairment annually, or more frequently if an event occurs or there is a
change in circumstances that indicates the carrying value may not be recoverable, including, but not limited to, a
decline in our stock price and market capitalization, reduced future cash flow estimates, or slower growth rates
in our industry. In the past we have recorded significant charges in our consolidated financial statements related
to impairment of intangible assets, and may again in the future be required to record similar charges during the
period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect
our results of operations. For example, as a result of Apples removal of Azar from the Apple App Store, we may
in the future need to record a charge related to impairment of intangible assets or goodwill. For additional
information regarding Azar, see Item 7Managements Discussion and Analysis of Financial Condition and
Results of OperationsManagement OverviewTrends affecting our businessMG Asia and Note 16
Subsequent Events to the consolidated financial statements included in Part II, Item 8Consolidated Financial
Statements and Supplementary Data. For further information regarding goodwill and intangible assets
generally, see Note 4Goodwill and Intangible Assets to the consolidated financial statements included in
Part II, Item 8Consolidated Financial Statements and Supplementary Data.
We operate in various international markets, including certain markets in which we have limited experience,
and some of our brands continue to seek to increase their international scope. As a result, we face additional
risks in connection with certain of our international operations.
Operating internationally, particularly in countries in which we have limited experience, exposes us to a
number of risks in addition to those otherwise described in this annual report, such as:
operational and compliance challenges caused by distance, language, and cultural differences;
difficulties in staffing and managing international operations, including as a result of differing laws
relating to employee benefits and management;
differing levels of social and technological acceptance of our services or lack of acceptance of them
generally;
actions by governments or others to restrict access to our services or censor content on our services,
such as how Saudi Arabia and Turkey blocked or throttled access to Azar in recent years, whether these
actions are taken for political reasons, in response to decisions we make regarding governmental
requests or content generated by people on our services, or otherwise;
differing and potentially adverse tax laws;
compliance challenges due to different laws and regulatory environments, particularly in the case of
privacy, data security, data sovereignty, AI, intermediary or platform liability, age assurance and minor
protection, content moderation, and consumer protection;
competitive environments that favor local businesses or local knowledge of such environments;
limitations on the level of intellectual property protection or our ability to enforce our rights; and
trade sanctions, political unrest, terrorism, war, and epidemics, or the threat of any of these events.
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The occurrence of any or all of the events described above have in the past and could again in the future
adversely affect our international operations, which could in turn adversely affect our business, financial
condition, and results of operations.
Foreign currency exchange rate fluctuations have adversely affected and may in the future adversely affect
our results of operations.
We operate in various international markets, including jurisdictions within the EU and Asia. During periods
of a strengthening U.S. dollar, our international revenues have been and will be reduced when translated into
U.S. dollars. In addition, as foreign currency exchange rates fluctuate, the translation of our international
revenues into U.S. dollar-denominated operating results affects the period-over-period comparability of such
results and will also result in foreign currency exchange gains and losses. For additional information, see Item 7
Managements Discussion and Analysis of Financial Condition and Results of OperationsNon-GAAP Financial
MeasuresEffects of Changes in Foreign Exchange Rates on Revenue, and Item 7AQuantitative and
Qualitative Disclosures About Market RiskForeign Currency Exchange Risk.
Our user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived
inaccuracies in those metrics may adversely affect our business, results of operations, and reputation.
We regularly review metrics, including our Payers, Revenue Per Payer, and Monthly Active User (MAU)
metrics, to evaluate growth trends, measure our performance, and make strategic decisions. We may also seek
to introduce new metrics from time to time to further evaluate the success of our growth strategies. These
metrics are calculated using internal company data and have not been validated by an independent third party.
While these metrics are based on what we believe to be reasonable estimates for the applicable period of
measurement, there are inherent challenges in measuring how our services are used across large populations
globally. Further, we have in the past implemented, and may from time to time in the future implement, new
methodologies for calculating these metrics, which may result in the metrics changing or decreasing from prior
periods or not being comparable to prior periods. Our metrics may also differ from estimates published by third
parties or from similarly titled metrics of our competitors due to differences in methodology or data used.
Moreover, when we make an acquisition, the methodologies that were historically used by the acquired
company to calculate certain metrics may be different from our methodologies in calculating similar metrics, and
it may take time to align the methodologies. Conversely, we may face difficulties in calculating these metrics
over time in the event we determine to cease developing and/or offering a service.
Our MAU metric may also be impacted by our information quality efforts, which are our overall efforts to
reduce malicious activity on our platforms, including false, spam and malicious automation accounts in existence
on our platforms. We make efforts to regularly deactivate false, spam and malicious automation accounts that
violate our terms of service, and exclude these users from the calculation of MAU; however, we will not succeed
in identifying and removing all false, spam and malicious accounts from our platforms. We are continually
seeking to improve our ability to estimate the total number of false, spam or malicious accounts, and we intend
to continue to make such improvements, but there is no guarantee as to the accuracy of these estimates. In
addition, users are not prohibited from having accounts on more than one of our services, and we treat multiple
accounts held by a single person as multiple users for purposes of calculating Payers and MAU.
Errors or inaccuracies in our metrics or data could also result in incorrect business decisions and
inefficiencies. If stockholders do not perceive our metrics to be accurate representations of our user base, or if
we discover material inaccuracies in our metrics, our business, results of operations and reputation may be
adversely affected.
The limited operating history of our newer brands and services makes it difficult to evaluate our current
business and future prospects.
We seek to tailor each of our brands and services to meet the preferences of specific geographies,
demographics, and other communities of users. Building a given brand or service is generally an iterative process
that occurs over a meaningful period of time and involves considerable resources and expenditures. In addition,
the historical growth rates of newer brands and services may not be an indication of future growth rates for such
brands or similar brands. As a result, we have encountered, and may continue to encounter, risks and difficulties
as we build and expand our newer brands and services. The failure to successfully scale these brands and
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services and address these risks and difficulties could adversely affect our business, financial condition, and
results of operations.
Climate change may have a long-term impact on our business.
Climate change may have an increasingly adverse impact on our business. Its impact on our infrastructure
worldwide and its potential to increase political instability in regions where we, our users and our vendors do
business, may disrupt our business and cause us to experience higher attrition, losses and costs to maintain or
resume operations. For example, certain of our facilities may be vulnerable to the impacts of extreme weather
events. We have offices in Texas, New York, California, British Columbia, France, Japan and South Korea, any of
which could be impacted by extreme weather events, such as hurricanes, tsunamis, fires, earthquakes,
tornadoes and flooding. Extreme heat and wind coupled with dry conditions in California have in the past, and
may again in the future, lead to power safety shut offs due to wildfire risk, which can have adverse implications
for our California offices, including impairing the ability of our employees to work effectively. Although we
maintain insurance coverage for a variety of property, casualty and other risks, the types and amounts of
insurance we obtain vary depending on availability and cost. Some of our policies have large deductibles and
broad exclusions, and our insurance providers may be unable or unwilling to pay a claim. Losses not covered by
insurance may be large, which could harm our results of operations and financial condition.
Risks relating to systems and infrastructures, data, security, privacy, and the use of AI
Our success depends, in part, on the integrity of our systems and infrastructures and on our ability to enhance,
expand, and adapt these systems and infrastructures in a timely and cost-effective manner.
To succeed, our systems and infrastructures must perform well on a consistent basis. We have experienced
and may from time to time experience system interruptions that make some or all of our systems or data
unavailable and prevent our services from functioning properly for our users. Any such interruption could arise
for any number of reasons, including as a result of our recent consolidation of some of our legacy brands
platforms, which may create a single point of failure in which a failure in a single platform could cause an
interruption to multiple services at the same time, or as a result of actions by government agencies. Further, our
systems and infrastructures are vulnerable to damage from cyberattacks, fire, power loss, telecommunications
failures, computer viruses, software bugs, acts of God, and similar events. While we have backup systems in
place for certain aspects of our operations, not all of our systems and infrastructures are fully redundant,
disaster recovery planning is not sufficient for all eventualities, and our property and business interruption
insurance coverage may not be adequate to fully compensate us for any losses that we may suffer. Any
interruptions or outages, regardless of the cause, could negatively impact our users experiences with our
platforms, tarnish our brands reputations, and decrease demand for our services, any or all of which could
adversely affect our business, financial condition, and results of operations.
We also continually work to expand and enhance the efficiency and scalability of our technology and
network systems to improve the experience of our users, accommodate substantial increases in the volume of
traffic to our various platforms, ensure acceptable load times for our services, and keep up with changes in
technology and user preferences. Any failure to do so in a timely and cost-effective manner could adversely
affect our users experience with our various services, thereby negatively impacting the demand for our services,
and could increase our costs, either of which could adversely affect our business, financial condition, and results
of operations.
In addition, from time to time we have and may continue to, augment and enhance, or transition to other,
enterprise resource planning, human resources, financial, or other systems. Such actions may cause us to
experience difficulties in managing our systems and processes, which could disrupt our operations, the
management of our finances, and the reporting of our financial results, which, in turn, may result in our inability
to manage the growth of our business and to accurately forecast and report our results, each of which could
adversely affect our business, financial condition, and results of operations.
Our success depends, in part, on the integrity of third-party systems and infrastructure.
We rely on third parties, primarily data center and cloud-based, hosted web service providers, such as
Amazon Web Services, as well as third party computer systems, service providers, software providers, and
broadband and other communications systems, in connection with the provision of our services generally, as
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well as to facilitate and process certain transactions with our users, including to operate facial or liveness
verification features at many of our brands. We have limited control over these third parties and their
operations, and such third party systems are increasingly complex. Further, we have experienced outages by our
service providers in the past, and expect to experience more outages in the future. As AI adoption increases, we
are also seeing many existing service providers incorporate AI into their existing services via the rollout of new
features, which may not have adequate AI governance processes or controls. Further, many AI service providers
have limited operating histories and therefore often have unsophisticated systems and governance processes
and are at increased risk of failure. Any (i) changes in service levels at our data centers or hosted web service
providers, (ii) interruptions, outages, or delays in our systems or those of our third party providers, (iii)
deterioration in the performance of these systems, (iv) cyber or similar attacks on these systems, (v)
discontinuation of services, for example from a software provider, for which there is no readily available
alternative or (v) need to migrate our business to different third-party data centers or hosted web service
providers as a result of any such problems, could impair our ability to provide our services or process
transactions with our users, which would adversely impact our business, financial condition, and results of
operations. For additional information, see Item 1BusinessDependencies on services provided by others
Cloud and Other Services.
We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely
affected by cyberattacks experienced by third parties.
We are regularly under attack by perpetrators of random or targeted malicious technology-related events,
such as cyberattacks, computer viruses, worms, bot attacks or other destructive or disruptive software,
distributed denial of service attacks. Such attacks are becoming increasingly sophisticated, and some actors are
using AI technology to launch more automated, targeted and coordinated attacks. Increasing use of agentic AI
systems by both users and malicious actors also poses increasing threats, including as a result of poorly coded or
programmed systems. While we have invested, and continue to invest, in the protection of our systems and
infrastructure, in related personnel and training, and in employing a data minimization strategy, where
appropriate, there can be no assurance that our efforts will prevent significant breaches in our systems or other
such events from occurring.
We have experienced cybersecurity incidents in the past, including incidents arising from both external
threats and the error or intentional misconduct of employees, contractors or other third-party service providers.
For example, in January 2026, a threat group attacked our corporate network utilizing social engineering tactics
to gain limited unauthorized access to certain internal corporate tools and limited user data. Although we do not
believe such incidents have had a material adverse effect on our business or operating results to date, there can
be no assurance that future incidents will not be material, whether individually or in the aggregate. Certain
aspects of effective cybersecurity depend on our employees, contractors and/or other third-party service
providers safeguarding our sensitive information and adhering to our security policies and access control
mechanisms, and failures in these areas may expose us to increased risk.
It also may be difficult to determine the best way to investigate, mitigate, contain, and remediate the harm
caused by a cyber incident. Such efforts may not be successful, and we may make errors or fail to take necessary
actions. It is possible that threat actors may gain undetected access to other networks and systems after
establishing a foothold on an internal system. Cyber incidents and attacks can have cascading impacts that
unfold with increasing speed across our internal networks and systems. In addition, it may take considerable
time for us to investigate and evaluate the full impact of incidents, particularly for sophisticated attacks. These
factors may inhibit our ability to provide prompt, full and reliable information about an incident.
Cyber incidents affecting us or third-party service providers that provide services to us, host our systems,
or process data on our behalf, as well as incidents affecting third parties that do not directly involve us but result
in compromised user credentials or data reused across multiple online services, could disrupt our operations,
damage our brand and reputation, subject us to regulatory investigations, enforcement actions, litigation, fines,
or other liabilities, and reduce user trust in online services generally, including our services. Any of these events
could have an adverse effect on our business, financial condition, and results of operations.
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The success of our services will depend, in part, on our ability to access, collect, and use personal data about
our users and subscribers.
We rely on the Apple App Store and Google Play Store to distribute and, to a lesser extent, monetize our
mobile applications. Our users and subscribers engage with these platforms directly and may be required to use
their payment systems for various transactions. As a result, to the extent subscribers use these platforms
payment systems, the platforms receive and do not share with us key user data that we would otherwise receive
if we transacted with our users and subscribers directly. If these platforms continue to or increasingly limit,
eliminate, or otherwise interfere with our ability to access, collect, and use key user data, our ability to identify
and communicate with a meaningful portion of our user and subscriber bases and provide services to help keep
our users safe may be adversely impacted. If so, our customer relationship management efforts, our ability to
reach new segments of our user and subscriber bases and the population generally, the efficiency of our paid
marketing efforts, the rates we are able to charge advertisers seeking to reach users and subscribers on our
various properties, our ability to comply with applicable law, and our ability to identify and exclude users and
subscribers whose access would violate applicable terms and conditions, including underage individuals and bad
actors, may be negatively impacted, and our business, financial condition, and results of operations could be
adversely affected.
If the security of personal and confidential or sensitive user information that we maintain and store is
breached or otherwise accessed by unauthorized persons, it may be costly to mitigate the impact of such an
event and our reputation could be harmed.
We receive, process, store, and transmit a significant amount of personal user and other confidential or
sensitive information, including, without limitation, credit card information, biometric information, location
data, and user-to-user communications. We also enable our users to share their personal information with each
other. In some cases, we engage third party service providers to store or process this information. We
continuously develop and maintain systems to protect the security, integrity, and confidentiality of this
information, but we have experienced past incidents and cannot guarantee that inadvertent or unauthorized use
or disclosure will not occur in the future or that third parties will not gain unauthorized access to, or will not use
for unauthorized purposes, this information despite our efforts. For example, in January 2026, a threat group
attacked our corporate network utilizing social engineering tactics to gain limited unauthorized access to certain
internal corporate tools and limited user data. When such events occur, we may not be able to remedy them,
and we may be required by an increasing number of laws to notify regulators and individuals whose personal
information was processed, used, or disclosed without authorization. We may also be subject to claims against
us, including government enforcement actions, fines, and litigation, and have to expend significant capital and
other resources to mitigate the impact of such events, including developing and implementing protections to
prevent future events of this nature from occurring. When breaches of security (or the security of our service
providers) occur, the perception of the effectiveness of our security measures, the security measures of our
service providers, and our reputation may be harmed, we may lose current and potential users, and our various
brands reputations and competitive positions may be tarnished, any or all of which might adversely affect our
business, financial condition, and results of operations.
Challenges with properly managing the use of AI could result in reputational harm, competitive harm, and
legal liability.
We currently incorporate AI technologies into certain of our services and are working to further integrate
generative AI technologies into our services, which integrations may become important to our operations over
time. For example, we have announced the launch of several AI-powered features or experiences, such as
enhanced recommendation systems, a new interactive matching feature on Tinder, and personalized prompts
for first messages on Hinge. Our competitors or other third parties may incorporate generative AI technologies
into their services more quickly or more successfully than us, which could impair our ability to compete
effectively and adversely affect our results of operations. Additionally, AI algorithms and training methodologies
may be flawed, and datasets may be overbroad, insufficient, contain inaccurate or biased information, or
infringe third-party rights. If the content or recommendations that AI applications assist in producing are, or are
alleged to be, deficient, inaccurate, misleading, offensive, biased, infringing, unauthorized, or otherwise
improper or harmful, we may face reputational consequences or legal liability, and our business, financial
condition, and results of operations may be adversely affected. Further, the use of AI has been known to result
in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of AI-
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enhanced services. Any such cybersecurity incidents related to our use of AI technologies could adversely affect
our reputation and results of operations. AI technologies also present emerging ethical issues, and if our use of
AI technologies becomes controversial, we may experience brand or reputational harm, competitive harm, or
legal liability. The rapid evolution of AI technologies will require the dedication of significant resources to
develop, test, and maintain, including to further implement AI technologies ethically in order to minimize
unintended harmful impact. While we aim to deploy AI technologies responsibly and attempt to identify and
mitigate ethical and legal issues presented by their use, we may be unsuccessful in identifying or resolving issues
before they arise.
We may also face challenges with the use of AI technologies by employees or contractors through error or
intentional misconduct. We have contracted with certain AI service providers to allow employees and
contractors to make use of such services in order to enhance their work product and level of efficiency, and we
have developed and implemented safeguards and policies regarding the proper use of such services. However,
we rely on our employees and contractors to adhere to these policies, including what type of Company
information may be entered into AI services, and to ensure they do not make use of generative AI services or
accounts other than those made available by us for Company-related tasks. Any failure by employees or
contractors to properly or exclusively use such Company-provided AI services, whether intentional or
unintentional, may compromise the availability or confidentiality of Company-owned information and could
adversely affect our business or results of operations.
Further, the legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain,
including in the areas of AI governance, intellectual property, discrimination, cybersecurity, and privacy and data
protection. For example, use of AI technologies may complicate or impede our ability to own or control
intellectual property we develop. Compliance with existing, new, and changing laws, regulations, and industry
standards relating to AI technologies may limit some uses of AI technologies, impose significant operational
costs, and limit our ability to develop, deploy, or use AI technologies. Further, the continued integration of any AI
technologies into our services may result in new or enhanced governmental or regulatory scrutiny. Failure to
appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and
reputational harm.
We are subject to a number of risks related to credit card payments, including data security breaches and
fraud that we or third parties experience, any of which could adversely affect our business, financial condition,
and results of operations.
We accept payment from our users primarily through credit card transactions and certain online payment
service providers, and in 2025, began implementing alternative payment options outside of the payments
systems provided by Apple and Google in their platforms, which have led to increased levels of credit card
transactions. When we or a third party experiences a data security breach involving credit card information,
affected cardholders will often cancel their credit cards. In the case of a breach experienced by a third party, the
more sizable the third partys customer base and the greater the number of credit card accounts impacted, the
more likely it is that our users would be impacted by such a breach. To the extent our users are affected by such
a breach experienced by us or a third party, such users would need to be contacted to obtain new credit card
information and process any pending transactions. It is likely that we would not be able to reach all affected
users, and even if we could, some users new credit card information may not be obtained and some pending
transactions may not be processed, which could adversely affect our business, financial condition, and results of
operations.
Even if our users are not directly impacted by a given data security breach, they may lose confidence in the
ability of service providers to protect their personal information generally, which could cause them to stop using
their credit cards online or choose alternative payment methods that are less convenient or more costly for us or
otherwise restrict our ability to process payments without significant user effort.
Additionally, if we fail to adequately prevent fraudulent credit card transactions, we may face litigation,
fines, governmental enforcement action, civil liability, diminished public perception of our security measures,
significantly higher credit card-related and remediation costs, or refusal by credit card processors to continue to
process payments on our behalf, any of which could adversely affect our business, financial condition, and
results of operations.
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Our use of open source software could subject our proprietary software to general release, adversely affect
our ability to sell our services and subject us to possible litigation, and third parties may utilize technology that
we developed and made available via open source for improper purposes.
We use open source software in connection with a portion of our operations and services and expect to
continue to use open source software in the future. Under certain circumstances, some open source licenses
require a user of the licensed code to provide the users own proprietary source code to third parties upon
request, or prohibit a user from charging a fee to third parties in connection with the use of the users
proprietary code. While we try to insulate our proprietary code from the effects of such open source license
provisions, we cannot guarantee that we will be successful, that all open source software is reviewed prior to
use, that our developers have not incorporated open source software into our operations or services, or that
they will not do so in the future. Accordingly, we may face claims from others challenging our use of open source
software, claiming ownership of, or seeking to enforce the license terms applicable to such open source
software, including by demanding release of the open source software, derivative works or our proprietary
source code that was developed or distributed with such software. Such claims could also require us to purchase
a commercial license or require us to devote additional research and development resources to change our
software, any of which would have a negative effect on our business and results of operations. In addition, if the
license terms for the open source code change, we may be forced to re-engineer our software or incur additional
costs. Additionally, the terms of many open source licenses to which we are subject have not been interpreted
by U.S. or foreign courts. There is a risk that open source software licenses could be construed in a manner that
imposes unanticipated conditions or restrictions on our ability to conduct our operations or market or provide
our services.
In addition, we increasingly rely on open source and other publicly available datasets in developing,
training and improving AI and machine learning models, including large language models. To the extent such
datasets are not properly licensed, contain content subject to intellectual property or other legal restrictions, or
are otherwise used in a manner inconsistent with applicable license terms or laws, the resulting models and
related outputs could be subject to claims of infringement, misappropriation or other violations and could
require us to modify, retrain or discontinue use of affected models, limit the functionality of our products, obtain
costly licenses, or result in litigation, regulatory inquiries, reputational harm or other adverse consequences.
We also develop technology that we make available via open source to third parties that can use this
technology for use in their own products and services. We may not have insight into, or control over, the
practices of third parties who may utilize such technologies. As such, we cannot guarantee that third parties will
not use such technologies for improper purposes, including through the dissemination of illegal, inaccurate,
defamatory or harmful content, intellectual property infringement or misappropriation, furthering bias or
discrimination, cybersecurity attacks, data privacy violations, other activities that threaten peoples safety or
well-being on- or offline, or to develop competing technologies. Such improper use by any third party could
adversely affect our reputation, business, financial condition or results of operations, or subject us to legal
liability.
Risks relating to legal and regulatory compliance
Our business is subject to complex and evolving U.S., foreign, and international laws and regulations, including
with respect to data privacy, platform liability, and AI. These laws and regulations are subject to change and
uncertain interpretation, and could result in changes to our business practices, increased cost of operations,
declines in user growth or engagement, claims, monetary penalties, or other harm to our business.
We are subject to a variety of laws and regulations in the United States and abroad that involve matters
that are important to or may otherwise impact our business. These laws and regulations involve matters
including, among others, antitrust and competition, broadband internet access, online commerce, advertising,
user privacy, data protection, intermediary liability, protection of minors, biometrics, consumer protection,
general safety, sex-trafficking, taxation, money laundering, accessibility, intellectual property, AI, and securities
law compliance. See Item 1BusinessGovernment regulation for additional information. These U.S. federal,
state, and municipal and foreign and international laws and regulations, which in some cases can be enforced by
private parties in addition to government entities, are constantly evolving and subject to change. As a result, the
application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in
the rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently from state
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to state and country to country. These laws and regulations, any proposed or new legislation or regulation, and
any associated inquiries, investigations, or other government actions, may be costly to comply with, may in the
future impose new liabilities or eliminate existing legal protections, and have in the past, and may in the future,
delay or impede the development of new services, require changes to or cessation of certain business practices,
result in negative publicity, increase our operating costs, require significant management time and attention,
result in geographic bans or removal of some of our apps from Apple or Google platforms, and subject us to
remedies that may harm our business, including fines or modifications to existing business practices. For
example, see Item 3 Legal ProceedingsIrish Data Protection Commission Inquiry Regarding Tinders
Practices.
In particular, the adoption of any laws or regulations that adversely affect the popularity or growth in use
of the internet or our services, including laws or regulations that undermine open and neutrally administered
internet access, could decrease user demand for our service offerings and increase our cost of doing business.
For example, in 2017, the Federal Communications Commission adopted an order reversing net neutrality
protections in the United States, including the repeal of specific rules against blocking, throttling, or paid
prioritization of content or services by internet service providers. Further, recent U.S. court decisions have
opened the door to U.S. states each adopting their own laws or regulations adding, eliminating or prohibiting net
neutrality protections, leading to a potential patchwork of differing requirements across the U.S., which may be
costly or difficult to comply with. To the extent internet service providers engage in such blocking, throttling,
paid prioritization of content, or similar actions, our business, financial condition, and results of operations
could be adversely affected.
We may fail to adequately protect our intellectual property rights or may be accused of infringing the
intellectual property rights of third parties.
We rely heavily upon our trademarks and related domain names and logos to market our services and to
build and maintain brand loyalty and recognition. We also rely upon patent, copyright, and trade secret
protections to protect our proprietary technologies relating to our services. We depend on a combination of
laws as well as contractual restrictions with employees, customers, suppliers, and others, to establish and
protect our intellectual property rights. For example, we have generally registered trademarks and continue to
apply to register and renew, or secure by contract where appropriate, trademarks as they are developed and
used, and reserve, register, and renew domain names as we deem appropriate. Effective trademark protection
may not be available or sought in every country in which our services are made available, and contractual
disputes may affect the use of marks governed by private contract. Similarly, not every variation of a domain
name may be available or registered, even if available.
We generally seek to apply for patents or other similar statutory protections as and when we deem
appropriate, based on then-current facts and circumstances, and will continue to do so in the future. No
assurances can be given that any patent or copyright application we have filed or will file will result in a patent or
copyright registration being issued, or that any existing or future patent or copyright registrations will afford
adequate protection against competitors and similar technologies. In addition, no assurances can be given that
third parties will not create new products, services or methods that achieve similar results without infringing
upon patent or copyright registrations we own.
Despite these measures, our intellectual property rights may still not be protected in a meaningful manner,
challenges to contractual rights could arise, third parties could copy or otherwise obtain and use our intellectual
property without authorization, our existing trademark, patent, copyright or trade secret rights can be, and, on
rare occasions, have been, determined to be invalid or unenforceable, or laws and interpretations of laws
regarding the enforceability of existing intellectual property rights may change over time in a manner that
provides less protection. The occurrence of any of these events could tarnish our brands reputations, limit our
ability to market them, or impede our ability to effectively compete against competitors with similar
technologies, any of which could adversely affect our business, financial condition, and results of operations.
Further, from time to time, we have been subject to legal proceedings and claims regarding intellectual
property, including claims of alleged infringement of trademark, copyright, patent, and other intellectual
property rights held by third parties. In addition, from time to time we have engaged in litigation, and may
continue to do so in the future, to enforce and protect our intellectual property rights, or to determine the
validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome,
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could result in substantial costs and diversion of management and technical resources, any of which could
adversely affect our business, financial condition, and results of operations.
We are subject to litigation, and adverse outcomes in such litigation could have an adverse effect on our
financial condition.
We are, and from time to time may become, subject to litigation and various legal proceedings, including
litigation and proceedings related to employment matters, intellectual property matters, and privacy,
cybersecurity, and consumer protection laws, as well as stockholder derivative suits, class action lawsuits, mass
arbitrations, and other matters. Such litigation and proceedings may involve claims for substantial amounts of
money or for other relief, result in significant costs for legal representation, arbitration fees, or other legal or
related services, or might necessitate changes to our business or operations. The defense of these actions is time
consuming and expensive. We evaluate these litigation claims and legal proceedings to assess the likelihood of
unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments
and estimates, we may establish reserves and/or disclose the relevant litigation claims or legal proceedings, as
and when required or appropriate. These assessments and estimates are based on information available to
management at the time of such assessment or estimation and involve a significant amount of judgment. As a
result, actual outcomes or losses could differ materially from those envisioned by our current assessments and
estimates. Our failure to successfully defend or settle any of these litigation claims or legal proceedings could
result in liability that, to the extent not covered by our insurance, could have an adverse effect on our business,
financial condition, and results of operations. See Item 3Legal Proceedings for additional information.
We are subject to taxation related risks in multiple jurisdictions.
We are a U.S.-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions.
Significant judgment is required in determining our global provision for income taxes, deferred tax assets or
liabilities, and in evaluating our tax positions on a worldwide basis. While we believe our tax positions are
consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these
positions may be challenged by jurisdictional tax authorities, which may have a significant impact on our global
provision for income taxes.
Tax laws are being re-examined and evaluated globally. New laws and interpretations of the law are taken
into account for financial statement purposes in the quarter or year that they become applicable. Tax authorities
are increasingly scrutinizing the tax positions of companies. Many countries in the European Union, as well as a
number of other countries and organizations such as the Organization for Economic Cooperation and
Development and the European Commission, are actively considering changes to existing tax laws that, if
enacted, could increase our tax obligations in countries where we do business. These proposals include changes
to the existing framework to calculate income tax, as well as proposals to change or impose new types of non-
income taxes, including taxes based on a percentage of revenue. If the U.S. or other foreign tax authorities
change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of
operations may be adversely impacted.
Risks relating to our indebtedness
Our indebtedness may affect our ability to operate our business, which could have a material adverse effect on
our financial condition and results of operations. We and our subsidiaries may incur additional indebtedness,
including secured indebtedness.
As of December31, 2025, we had total debt outstanding of approximately $4.0 billion and borrowing
availability of $499.4million under our revolving credit facility.
Our indebtedness could have important consequences, such as:
limiting our ability to obtain additional financing to fund working capital needs, acquisitions, capital
expenditures, or other debt service requirements or for other purposes;
limiting our ability to use operating cash flow to pursue acquisitions or invest in other areas, such as
developing new brands, services, or exploiting business opportunities;
restricting our business operations due to financial and operating covenants in the agreements
governing our and certain of our subsidiaries existing and future indebtedness, including certain
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covenants that restrict the ability of our subsidiaries to pay dividends or make other distributions to us;
and
exposing us to potential events of default (if not cured or waived) under financial and operating
covenants contained in our or our subsidiaries debt instruments that could have a material adverse
effect on our business, financial condition, and results of operations.
Although the terms of our credit agreement and the indentures related to our senior notes contain
restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of
qualifications and exceptions, and additional indebtedness incurred in compliance with these restrictions could
be significant. If new debt is added to our and our subsidiaries current debt levels, the risks described above
could increase. Further, as financial markets have become more costly to access due to increased interest rates
or other changes in economic conditions, our ability to raise additional capital may be negatively impacted, and
any refinancing or restructuring could be at higher interest rates and may require us to comply with more
onerous covenants, which could further restrict our business operations.
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take
other actions to satisfy our obligations under our indebtedness that may not be successful.
Our ability to satisfy our debt obligations will depend upon, among other things:
our future financial and operating performance, which will be affected by prevailing economic
conditions and financial, business, regulatory, and other factors, many of which are beyond our control;
and
our future ability to borrow under our revolving credit facility, the availability of which will depend on,
among other things, our complying with the covenants in the then-existing agreements governing our
indebtedness; and
changes in interest rates, to the extent we borrow under our revolving credit facility.
There can be no assurance that our business will generate sufficient cash flow from operations, or that we
will be able to draw under our revolving credit facility or otherwise, in an amount sufficient to fund our liquidity
needs.
If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to
reduce or delay capital expenditures, sell assets, seek additional capital, or restructure or refinance our
indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled
debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the
capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest
rates and may require us to comply with more onerous covenants, which could further restrict our business
operations. In addition, the terms of existing or future debt agreements may restrict us from adopting some of
these alternatives.
Exchange of our outstanding exchangeable notes may dilute the ownership interests of existing stockholders
or may otherwise depress the price of our common stock.
We are obligated as a guarantor under the indentures relating to the outstanding exchangeable notes
issued by certain of our subsidiaries. The exchange of some or all of the exchangeable notes may dilute the
ownership interests of our stockholders to the extent we deliver shares of our common stock upon exchange.
While outstanding hedges relating to the exchangeable notes are expected to reduce the potential dilutive effect
on our common stock upon any exchange and/or offset any cash payment the issuers of the exchangeable notes
would be required to make in excess of the principal amount of the exchanged notes, outstanding warrants
relating to the exchangeable notes have a dilutive effect to the extent that the market price per share of our
common stock exceeds the strike price of the warrants. Any sales in the public market of our common stock
issuable upon exchange of any exchangeable notes could adversely affect prevailing market prices of our
common stock. In addition, the existence of the exchangeable notes may encourage short selling of our common
stock by market participants because the exchange of the exchangeable notes could be used to satisfy short
positions. In addition, the anticipated exchange of the exchangeable notes could depress the price of our
common stock.
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Risks relating to ownership of our common stock
You may experience dilution due to the issuance of additional securities in the future.
Our dilutive securities consist of vested options to purchase shares of our common stock, restricted stock
unit awards, equity awards denominated in the equity of our non-public subsidiaries but settleable in shares of
our common stock, the exchangeable notes, and the exchangeable note warrants.
These dilutive securities are reflected in our dilutive earnings per share calculation contained in our
financial statements for fiscal years ended December31, 2025, 2024, and 2023. For more information, see Note
9Earnings per Share to the consolidated financial statements included in Part II, Item 8Consolidated
Financial Statements and Supplementary Data. Intra-quarter movements in our stock price could lead to more
or less dilution than reflected in these calculations.
We cannot guarantee that our share repurchase programs will be fully consummated or enhance long-term
stockholder value. Also, the price of our stock is subject to volatility and share repurchases and dividend
payments could increase the volatility of the trading price of our stock and will diminish our cash reserves.
Although our board of directors has authorized share repurchase programs that do not have an expiration
date, the programs do not obligate us to repurchase any specific dollar amount or acquire any specific number of
shares of our common stock. The specific timing and amount of any share repurchases will depend on prevailing
share prices, general economic and market conditions, company performance, and other considerations. We
cannot guarantee that the repurchase programs will be fully consummated or enhance long-term stockholder
value. Further, our stock has experienced substantial price volatility in the past and may continue to do so in the
future. Price volatility may cause the average price at which we repurchase our stock in a given period to exceed
the stock's price at a given point in time. The repurchase programs could also affect the trading price of our stock
and increase volatility, and any announcement of a termination of the repurchase programs may result in a
decrease in the trading price of our stock. In addition, our repurchase program will diminish our cash reserves.
There can be no assurance that we will continue to declare cash dividends.
The payment of any cash dividends in the future is subject to continued capital availability, market
conditions, applicable laws and agreements, and our board of directors continuing to determine that the
declaration of dividends are in the best interests of our stockholders. The declaration and payment of any
dividend may be discontinued or reduced at any time, and there can be no assurance that we will declare cash
dividends in the future in any particular amounts, or at all. Dividend payments could also affect the trading price
of our stock and increase volatility, and any announcement of a termination of our dividend payments may
result in a decrease in the trading price of our stock. In addition, dividend payments will diminish our cash
reserves.
Provisions in our certificate of incorporation and bylaws or Delaware law may discourage, delay, or prevent a
change of control of our company or changes in our management and, therefore, depress the trading price of
our common stock.
Delaware corporate law and our certificate of incorporation and bylaws contain provisions that could
discourage, delay, or prevent a change in control of our company or changes in our management that the
stockholders of our company may deem advantageous, including provisions which:
authorize the issuance of blank check preferred stock that our board of directors could issue to
increase the number of outstanding shares and to discourage a takeover attempt;
establish a classified board of directors, as a result of which our board is divided into classes, which
prevents stockholders from electing an entirely new board of directors at an annual meeting until our
2028 annual meeting of stockholders, at and after which time, our entire board of directors will be
declassified;
prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of
the stockholders;
eliminate the ability of our stockholders to call special meetings of stockholders;
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provide that certain litigation against us can be brought only in Delaware (subject to certain
exceptions); and
provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws.
Any provision of our certificate of incorporation, our bylaws, or Delaware law that has the effect of
delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium
for their shares of our common stock, and could also affect the price that some investors are willing to pay for
our common stock.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
Match Group maintains an information security program designed to identify, protect against, detect,
respond to, and manage reasonably foreseeable cybersecurity risks and threats. Our information security teams,
led by our Senior Vice President, Security Engineering, is responsible for assessing and managing our exposure to
information security risks, including by:
Implementing and enforcing physical, operational and technical security policies, procedures and
controls;
Conducting, and engaging independent third-party experts to conduct, when appropriate, internal and
external security assessments and audits, including assessments of our cybersecurity policies,
standards, processes, and practices, and the security posture of third-party vendors and partners; and
Collaborating with our development teams to engineer and integrate security as part of the product
development lifecycle.
We have implemented cybersecurity controls to attempt to detect and address threats arising from our use
of third-party service providers. We have established incident response and recovery plans across Match Groups
businesses, and we have conducted cybersecurity awareness training for our employees, including incident
response personnel and senior management. For key third parties, security risk assessments are conducted
during onboarding, contract renewal, and when an increased risk profile is identified. We also require specified
security controls and other responsibilities from our service providers and we investigate security incidents
affecting them as deemed necessary.
Our policies, standards, processes and practices for assessing, identifying, and managing material risks from
cybersecurity threats are integrated into our overall risk management program and are based on frameworks
established by the International Organization for Standardization (ISO) and other applicable industry
standards. This does not imply that we meet any particular technical standards, specifications or requirements,
only that we use ISO and other applicable industry standards as guides to help us identify, assess and manage
cybersecurity risks relevant to our business. We have also obtained various industry certifications and
attestations that demonstrate our dedication to protecting the data our users entrust to us, including for Tinder
and Hinge.
We conduct periodic reviews and tests of our information security program and leverage audits by our
internal audit team and testing by our red team. When appropriate, we employ external services to conduct
tabletop exercises, penetration and vulnerability testing, simulations, and other exercises to evaluate the
effectiveness of our information security program and improve our security measures and planning across Match
Groups businesses. The results of these assessments are reported to the Audit Committee of our Board of
Directors.
We have not identified risks from cybersecurity threats, including as a result of any previous cybersecurity
incidents, that have materially affected or are reasonably likely to materially affect us. However, we face ongoing
risks from cybersecurity threats that, if realized, are reasonably likely to materially affect our business strategy,
results of operations, or financial condition, and our systems periodically experience directed attacks intended to
lead to interruptions and delays in our service and operations as well as loss, misuse or theft of personal
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information (of third parties, employees and our users) and other data, confidential information or intellectual
property. Any significant disruption to our service or unauthorized access to our systems could result in a loss of
users and adversely affect our business, financial condition, and results of operations. Further, a penetration of
our systems or a third-partys systems or other misappropriation or misuse of personal information could subject
us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business,
financial condition, and results of operations. While Match Group maintains cybersecurity insurance, the costs
related to cybersecurity threats or disruptions may not be fully insured. For additional discussion of
cybersecurity risks, see Item 1A Risk factorsRisks relating to our businessWe may not be able to protect our
systems and infrastructure from cyberattacks and may be adversely affected by cyberattacks experienced by
third parties.
Governance
Board Oversight
Our Board of Directors, in coordination with the Audit Committee, oversees our management of
cybersecurity risk, including our annual risk assessment, where we assess key risks within the company, including
security and technology risks and cybersecurity threats. The Audit Committee directly oversees our cybersecurity
program. The Audit Committee receives regular cybersecurity updates from management. Cybersecurity reviews
by the Audit Committee or the Board of Directors occur regularly, including as determined to be necessary or
advisable.
Managements Role
Our cybersecurity program is managed by our SVP, Security Engineering, who reports to our Chief Legal
Officer. Our SVP, Security Engineering, has over 20 years of industry experience, including serving in similar roles
leading and overseeing cybersecurity programs at other public companies. Our information security program
encompasses partnerships among teams that are responsible for cyber governance, prevention, detection and
remediation activities within our cybersecurity environment. Team members have relevant certifications,
educational and industry experience, including experience holding similar positions at other large technology
companies. The information security teams provide regular reports to senior management and other relevant
teams on various cybersecurity threats, assessments and findings. Our information security leadership reports
directly to the Audit Committee or the Board of Directors on our cybersecurity program and efforts to prevent,
detect, mitigate, and remediate issues. We also maintain an escalation process to inform senior management
and the Board of Directors of material issues and make determinations with respect to any required disclosures.
Item 2. Properties
Match Group believes that the facilities for its management and operations are generally adequate for its
current and near-term future needs. Match Groups facilities, whether owned or leased, are in various cities in
the United States and abroad, and generally consist of executive and administrative offices and data centers. We
also believe that, if we require additional space, we will be able to lease additional facilities on commercially
reasonable terms.
Item 3. Legal Proceedings
Overview
We are, and from time to time may become, involved in various legal proceedings arising in the normal
course of our business activities, such as trademark and patent infringement claims, trademark oppositions, and
consumer or advertising complaints, as well as stockholder derivative actions, class action lawsuits, mass
arbitrations, and other matters. The amounts that may be recovered in such matters may be subject to
insurance coverage. The litigation matters described below involve issues or claims that may be of particular
interest to our stockholders, regardless of whether any of these matters may be material to our financial
position or operations based upon the standard set forth in the SECs rules.
Consumer Class Action Litigation Challenging Tinders 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
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principally alleges that Tinder violated Californias 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 Plaintiffs motion to certify a class 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 a payment of $60.5 million, and 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.
Irish Data Protection Commission Inquiry Regarding Tinders 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 Tinders compliance with GDPR, focusing on Tinders
processes for handling access and deletion requests and Tinders user data retention policies. On January 8,
2024, the DPC provided us with a preliminary draft decision alleging that certain of Tinders access and retention
policies, largely relating to protecting the safety and privacy of Tinders users, violate GDPR requirements. We
filed our response to the preliminary draft decision on March 15, 2024. We believe we have strong defenses to
these claims and will defend vigorously against them.
FTC Investigation of Certain Subsidiary Data Privacy Representations
On March 19, 2020, the FTC issued an initial Civil Investigative Demand (CID) to the Company requiring us
to produce certain documents and information regarding the allegedly wrongful conduct of OkCupid in 2014 and
our public statements in 2019 regarding such conduct and whether such conduct and statements were unfair or
deceptive under the FTC Act. On May 26, 2022, the FTC filed a Petition to Enforce Match Civil Investigative
Demand, and on June 20, 2025, the Court ordered that the FTCs Petition be granted in part and denied in part.
See FTC v. Match Group, Inc., No. 1:22-mc-00054 (District of Columbia). We believe we have strong defenses to
any allegations of wrongdoing and intend to defend vigorously against them.
Meslage Securities Class Action And Related Derivative Actions
On November 25, 2024, a Match Group stockholder filed a complaint in the Central District of California
against Match Group, Inc., its Chief Executive Officer, and its President and Chief Financial Officer seeking to
recover unspecified monetary damages on behalf of a putative class of acquirers of Match Group securities
between May 2, 2023 and November 6, 2024. See Sbastian Meslage v. Match Group, Inc. et al., No: 2:24-
cv-10153-MEMF-PVC (Central District of California). The complaint alleges that Match Group materially
understated the challenges affecting its Tinder business and, as a result, understated the risk that Tinder's
monthly active user count would not recover by the time the Company reported its financial results for the third
fiscal quarter of 2024. On July 24, 2025, the court appointed Evan Weisz as the lead plaintiff. On September 22,
2025, the plaintiff voluntarily dismissed without prejudice the Meslage putative class action as to all defendants.
In addition, in December 2024, purported Match Group stockholders filed two derivative complaints in the
Central District of California (nominally on behalf of the Company) against certain of Match Group, Inc.s current
and former executive officers and members of its board of directors, alleging violations of the federal securities
laws and breach of fiduciary duty stemming from the same or similar purported misrepresentations as the
securities class action. See Hollin v. Kim, et al., No. 2:24-CV-10776 (Central District of California), and Roy v Kim,
et al., No. 2:24-cv-11007 (Central District of California). In August 2025, a third derivative complaint was filed in
the Central District of California alleging similar causes of action. See Habedus v. Kim, et al., No. 2:25-cv-07171
(Central District of California). On September 9, 2025, the court dismissed the Habedus derivative action with
prejudice as to all defendants. As to the remaining derivative actions, we believe that we have strong defenses
to the allegations and will defend vigorously against them.
Netherlands Privacy Class Action
On December 17, 2024, a writ of summons was filed against MTCH Technologies Services Limited, an
indirect subsidiary of the Company, and Match Group, Inc. in the District Court of Amsterdam. Among other
things, the lawsuit alleges that defendants unlawfully collected, processed, and shared Dutch Tinder users
personal data without proper consent in violation of GDPR and Dutch consumer protection laws. See Stichting
Take Back Your Privacy v. MTCH Technologies Services Limited et al. (Amsterdam). The lawsuit purports to
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represent a class of Dutch Tinder users from May 25, 2018 until the courts final judgment and seeks monetary
damages and injunctive relief. On May 7, 2025, we filed a motion contesting jurisdiction, and the plaintiff filed an
opposition on June 18, 2025. We believe that we have strong defenses to the allegations and will defend
vigorously against them.
Item 4. Mine Safety Disclosure
Not applicable.
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PART II
Item 5.Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market for Registrants Common Equity and Related Stockholder Matters
Our common stock is quoted on the Nasdaq Global Select Market (NASDAQ) under the ticker symbol
MTCH.
As of January 31, 2026, there were 806 holders of record of the Companys common stock. Because the
substantial majority of the outstanding shares of our common stock are held by brokers and other institutions on
behalf of shareholders, we are not able to estimate the total number of beneficial shareholders represented by
these record holders.
Dividends
Beginning in January 2025, we paid a quarterly cash dividend of $0.19 per share of outstanding common
stock to stockholders of record. During the year ended December 31, 2025, total dividend payments were
$186.3 million.
On February 3, 2026, we declared a dividend of $0.20 per share of outstanding common stock, payable on
April 21, 2026 to stockholders of record as of the close of business on April 7, 2026.
Subject to legally available funds and future declaration by our board of directors, we currently intend to
continue to pay a quarterly cash dividend on our outstanding common stock. The declaration and payment of
future dividends is at the sole discretion of our board of directors after taking into account various factors,
including our financial condition, operating results, available cash, and current and anticipated cash needs.
See Note 7Shareholders Equity in the notes to the consolidated financial statements included in Part II,
Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K for additional
information regarding dividends.
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Stock Performance Graph
The following graph compares the cumulative total return (assuming dividend reinvestment, as applicable)
of Match Group common stock, the NASDAQ Composite index, the Russell 1000 Technology Index, and the
Standard & Poors 500 Stock Index, in each case, based on $100 invested at the close of trading on December 31,
2020 through December 31, 2025. The returns shown are based on historical results and are not intended to
suggest future performance.
COMPARISON OF CUMULATIVE TOTAL RETURN
Match Group, Inc. Common Stock
Among Match Group, Inc., the NASDAQ Composite Index,
the Russell 1000 Technology Index, and the S&P 500 Index
| |
| 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 | 12/31/2025 | |
| Match Group, Inc. | $100.00 | $87.47 | $27.44 | $24.14 | $21.64 | $21.86 | |
| NASDAQ Composite Index | $100.00 | $122.21 | $82.48 | $119.35 | $154.67 | $187.42 | |
| Russell 1000 Technology Index | $100.00 | $137.17 | $89.69 | $149.68 | $206.81 | $263.67 | |
| S&P 500 Index | $100.00 | $128.68 | $105.36 | $133.03 | $166.28 | $195.98 | |
Issuer Purchases of Equity Securities
The following table sets forth purchases by the Company of its common stock during the quarter ended
December31, 2025:
| |
| Period | (a)Total Number of Shares Purchased | (b)Average Price Paid Per Share | (c)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | (d)Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2) | |
| October 1-31, 2025 | 3,028,252 | $33.02 | 3,028,252 | $1,097,421,068 | |
| November 1-30, 2025 | 3,192,330 | $32.58 | 3,192,330 | 993,422,833 | |
| December 1-31, 2025 | 1,032,525 | $33.81 | 1,032,525 | 958,515,853 | |
| Total | 7,253,107 | $32.94 | 7,253,107 | $958,515,853 | |
______________________
(1)Reflects repurchases made pursuant to the $1.5 billion share repurchase program authorized in
December 2024 (the December 2024 Share Repurchase Program).
(2)Represents the aggregate value of shares of common stock that remained available for repurchase
pursuant to the December 2024 Share Repurchase Program. The timing and actual number of any
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shares repurchased will depend on a variety of factors, including price, general business and market
conditions, and alternative investment opportunities. The Company is not obligated to purchase any
shares under the repurchase program, and repurchases may be commenced, suspended or
discontinued from time to time without prior notice.
Item6.Reserved
Not applicable.
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Item7.Managements Discussion and Analysis of Financial Condition and Results of Operations
Updated Financial Metrics
We have updated the title of our primary non-GAAP measure to Adjusted EBITDA from our previous title
Adjusted Operating Income. We believe this updated title better aligns with our peers. Numerically, Adjusted
EBITDA is the same as Adjusted Operating Income; however, the starting point of the reconciliation to the most
comparable GAAP financial measure has changed from operating income to net income. See Non-GAAP
Financial Measures below for the full definition of Adjusted EBITDA and a reconciliation of net income
attributable to Match Group, Inc. shareholders to Adjusted EBITDA.
Key Terms:
Operating and financial metrics:
Tinder consists of the world-wide activity of the brand Tinder.
Hinge consists of the world-wide activity of the brand Hinge.
Evergreen & Emerging (E&E) consists of the world-wide activity of our Evergreen brands, including
Match, Meetic, OkCupid, Plenty Of Fish, and a number of demographically focused brands, and
our Emerging brands, including BLK, Chispa, The League, Archer, Upward, Yuzu, Salams,
HER, and other smaller brands.
Match Group Asia (MG Asia) consists of the world-wide activity of the brands Pairs and Azar.
Corporate and unallocated costs includes 1) corporate expenses (such as executive management,
investor relations, corporate development, board of directors, and public company listing fees), 2)
portions of corporate services (such as legal, human resources, accounting, and tax), and 3) certain
centrally managed services and technology that have not been allocated to the individual business
segments (such as central trust and safety operations and certain shared software).
Direct Revenue is revenue that is received directly from end users of our services and includes both
subscription and la carte revenue.
Indirect Revenue is revenue that is not received directly from an end user of our services, substantially
all of which is advertising revenue.
Payers are unique users at a brand level in a given month from whom we earned Direct Revenue.
When presented as a quarter-to-date or year-to-date value, Payers represents the average of the
monthly values for the respective period presented. At a consolidated level, and a business unit level
to the extent a business unit consists of multiple brands, duplicate Payers may exist when we earn
revenue from the same individual at multiple brands in a given month, as we are unable to identify
unique individuals across brands in the Match Group portfolio.
Revenue Per Payer (RPP) is the average monthly revenue earned from a Payer and is Direct Revenue
for a period divided by the Payers in the period, further divided by the number of months in the
period.
Operating costs and expenses:
Cost of revenue consists primarily of the amortization of in-app purchase fees, Variable Expenses
(defined below), and employee compensation expense and stock-based compensation expense for
personnel engaged in data center and customer care functions.
Selling and marketing expense consists primarily of cost of acquisition expense, employee
compensation expense, and stock-based compensation expense for personnel engaged in selling and
marketing, sales support, and public relations functions.
General and administrative expense consists primarily of employee compensation expense and stock-
based compensation expense for personnel engaged in executive management, finance, legal, tax, and
human resources, fees for professional services (including transaction-related costs for acquisitions),
and facilities costs.
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Product development expense consists primarily of employee compensation expense and stock-based
compensation expense that are not capitalized for personnel engaged in the design, development,
testing, and enhancement of product offerings and related technology.
In-app purchase fees consists of the amortization of in-app purchase fees, which are monies paid to
Apple and Google in connection with the processing of in-app purchases of subscriptions and service
features through the in-app payment systems provided by Apple and Google. Additionally, fees paid to
Apple and Google for transactions not processed through their in-app payment systems are included
within in-app purchase fees.
Variable Expenses consists primarily of hosting fees, credit card processing fees, and rent, energy, and
bandwidth costs associated with data centers.
Cost of acquisition consists primarily of advertising expenditures, including online marketing (fees paid
to search engines and social media sites), offline marketing, including television and print advertising,
and production of advertising content.
Employee compensation expense consists primarily of compensation expense (excluding stock-based
compensation expense) and other employee-related costs that are not capitalized.
Stock-based compensation expense consists principally of expense associated with awards of
restricted stock units (RSUs), performance-based RSUs, and market-based awards that is not
capitalized. These expenses are not paid in cash.
Long-term debt:
Credit Facility - The revolving credit facility under the credit agreement of MG Holdings II. At
December31, 2025, there was $0.6million outstanding in letters of credit and $499.4million of
availability under the Credit Facility.
Term Loan - The former term loan facility under the credit agreement of MG Holdings II. At
December31, 2024, the Term Loan bore interest at a term secured overnight financing rate plus an
applicable adjustment (Adjusted Term SOFR) plus 1.75% and the then applicable rate was 6.22%. On
January 21, 2025, we repaid the Term Loan in full utilizing cash on hand.
5.00% Senior Notes - MG Holdings IIs 5.00% Senior Notes due December 15, 2027, with interest
payable each June15 and December15, which were issued on December 4, 2017. At December31,
2025, $450 million aggregate principal amount was outstanding.
4.625% Senior Notes - MG Holdings IIs 4.625% Senior Notes due June 1, 2028, with interest payable
each June 1 and December 1, which were issued on May 19, 2020. At December31, 2025, $500 million
aggregate principal amount was outstanding.
5.625% Senior Notes - MG Holdings IIs 5.625% Senior Notes due February 15, 2029, with interest
payable each February 15 and August 15, which were issued on February 15, 2019. At December31,
2025, $350 million aggregate principal amount was outstanding.
4.125% Senior Notes - MG Holdings IIs 4.125% Senior Notes due August 1, 2030, with interest payable
each February 1 and August 1, which were issued on February 11, 2020. At December31, 2025, $500
million aggregate principal amount was outstanding.
3.625% Senior Notes - MG Holdings IIs 3.625% Senior Notes due October 1, 2031, with interest
payable each April 1 and October 1, which were issued on October 4, 2021. At December31, 2025,
$500 million aggregate principal amount was outstanding.
6.125% Senior Notes - MG Holdings IIs 6.125% Senior Notes due September 15, 2033, with interest
payable each March 15 and September 15, commencing on March 15, 2026, which were issued on
August 20, 2025. The proceeds from the issuance of these notes will be used to repay all of the
outstanding 2026 Exchangeable Notes at or prior to their maturity, and the remaining proceeds will be
used for general corporate purposes. As of December31, 2025, $700 million aggregate principal
amount was outstanding.
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2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes due June 15, 2026 issued by Match
Group FinanceCo 2, Inc., a subsidiary of the Company, which are exchangeable into shares of the
Company's common stock. Interest is payable each June 15 and December 15. On September 8 and
November 13, 2025, we repurchased $76.4million and $74.8 million of 2026 Exchangeable Notes,
respectively. At December31, 2025, $424 million aggregate principal amount was outstanding and is
presented as a current liability.
2030 Exchangeable Notes - The 2.00% Exchangeable Senior Notes due January 15, 2030 issued by
Match Group FinanceCo 3, Inc., a subsidiary of the Company, which are exchangeable into shares of
the Company's common stock. Interest is payable each January 15 and July 15. At December31, 2025,
$575 million aggregate principal amount was outstanding.
Non-GAAP financial measure:
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)- is a
Non-GAAP financial measure. See Non-GAAP Financial Measures below for the definition of Adjusted
EBITDA and a reconciliation of net income attributable to Match Group, Inc. to Adjusted EBITDA.
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MANAGEMENT OVERVIEW
Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to
help people make meaningful connections. Our global portfolio of brands includes Tinder, Hinge, Match,
Meetic, OkCupid, Pairs, Plenty Of Fish, Azar, BLK, and more, each built to increase our users likelihood of
connecting with others. Through our trusted brands, we provide tailored services to meet the varying
preferences of our users.
We manage our portfolio of brands in four business units: Tinder, Hinge, Evergreen and Emerging, and
Match Group Asia.
As used herein, Match Group, the Company, we, our, us, and similar terms refer to Match Group,
Inc. and its subsidiaries, unless the context indicates otherwise.
Sources of Revenue
All of our services provide the use of certain features for free as well as a variety of additional features
through a subscription or, for certain features, on a pay-per-use, or la carte, basis. Our revenue is primarily
derived directly from users in the form of recurring subscription fees and la carte purchases.
Subscription revenue is presented net of credits and credit card chargebacks. Payers who purchase
subscriptions or la carte features pay in advance, primarily by using a credit card or through mobile app stores,
and, subject to certain conditions identified in our terms and conditions, all purchases are final and
nonrefundable. Fees collected, or contractually due, in advance for subscriptions are deferred and recognized as
revenue using the straight-line method over the term of the applicable subscription period, which primarily
ranges from one week to six months, and corresponding in-app purchase fees incurred on such transactions, if
any, are deferred and expensed over the same period. Revenue from the purchase of la carte features is
recognized based on usage. We also earn revenue from online advertising, which is recognized each time an ad
is displayed.
Trends affecting our business
Each brand in our portfolio has the goal of using technology to help people make meaningful connections.
While the goal is the same for each brand, the means to achieve that goal can be differentiated by how a specific
brand targets their primary user demographic. With users of our apps often utilizing multiple apps, our brands
can often have overlapping target users. The overall trends affecting all brands within our portfolio, include the
following:
In-App Purchase Fees. Purchases made by our users through mobile applications, as opposed to desktop or
mobile web, continue to increase, and are generally processed through the in-app payment systems provided by
Apple and Google, notwithstanding the availability of alternative payment options in certain circumstances.
Where users make in-app purchases using Apples or Googles payment systems, we are required to pay Apple
and Google, as applicable, a meaningful share (for subscribers, generally up to 30% on iOS and 15% on Android)
of the revenue we receive from these transactions. Where payments on Android and iOS devices are processed
through alternative payment systems, we are also generally required to pay Apple and Google a meaningful
share of those transactions; however, Apple does not currently impose such fees for alternative payments on iOS
in the United States. In 2024, we entered into a partnership with Google through Q1 2027 that provides value
exchange across our broader relationship. We expect this partnership to help offset additional costs that some
of our brands have incurred, or may incur, in connection with implementing Googles User Choice Billing system,
which allows developers to offer an alternative billing option alongside Google Plays billing system.
In the European Union, the Digital Markets Act went into effect in March 2024. Apples compliance plan
lowers the 30% service fee in the EU to 17% for our applications, but also adds a payment processing fee of 3%,
as well as a 0.50 Euro fee per download (including updates) per year. Apples plan is subject to approval by the
European Commission, which has launched infringement proceedings against Apple and may require further
concessions from Apple.
In total, these developments, including the Google partnership, our increased ability to offer alternative
payment options in certain circumstances, and the current inability of Apple to impose fees on transactions
processed through alternative payment systems in the U.S., led to savings in in-app purchase fees in 2025
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compared to 2024. We expect to realize significant in-app purchase fee savings in 2026 compared to 2025 for
the same and similar reasons absent further developments with the Apple and Google app store fee structures.
Implementing new technologies that enhance our user experience. We expect new technologies will be
utilized to continue to drive user engagement. As new technologies develop, we evaluate whether those
technologies can be incorporated into our apps to enhance the user experience. In particular, we are working to
further integrate AI technologies into our services through a variety of features to improve user relevance and
matching. We also recently launched Face Check, a facial verification feature that helps confirm users are real
and match their profile photos, at Tinder. We plan to launch Face Check and other user verification technology
at other brands in the future, including Hinge. Significant resources are required to develop, test, and maintain
these technologies and we expect other technologies to evolve and be tested in our services and incorporated
into our apps in the future.
In addition to the trends affecting our overall portfolio, some of our individual brands are affected by
certain other trends, including the following:
Tinder. Over the past several years, Tinder has experienced a decline in user growth and recently shifted its
strategy to focus on improving user outcomes with multiple product changes and further investments in user
trust and safety that are intended to return Tinder to user growth. Tinder expects revenue to decrease in 2026 at
a similar rate to the decrease in 2025, as these features and investments are tested and implemented.
Hinge. Hinge has a strong user base in English speaking markets and has expanded into additional
European markets in recent years as well as Central and South America in 2025. Further geographic expansion in
South America is expected in 2026, along with expansion into India. Hinge intends to continue to focus on adding
new features to its service to continue to drive user satisfaction for its target audience of intentioned daters. In
the near term, we expect to continue to make investments in the business to support Hinges growth, including
investments in product development as well as marketing.
Evergreen & Emerging. Our collections of brands within E&E include well-known pioneers in online
relationships (which we refer to as Evergreen brands) and newer brands which target specific demographics
(which we refer to as Emerging brands). Revenues from the Evergreen brands have declined in recent years,
while Emerging brands have experienced growth and in many cases are relying on marketing to increase the size
of their user base. We expect revenue from the Emerging Brands will decline as we pivot the product experience
away from a Swipe-based interface for our affinity-based brands suck as BLK and Chispa. We are near the end of
our multi-year process of consolidating technology platforms across various Evergreen and Emerging brands to
enable faster new feature releases and to reduce the cost to maintain those platforms.
MG Asia. Our Azar app, which provides one-to-one video chat, has a market presence primarily in the
Middle East and Europe. Azar leverages AI capabilities to drive user growth and monetization globally. Our Pairs
brand is a leader in dating in Japan with a focus on marriage as an outcome.
On February 22, 2026, Apple removed the Azar app from the Apple App Store. The removal follows Apples
February 6 update to its App Review Guideline 1.2 regarding user-generated content, which was revised to
prohibit random or anonymous chat apps. As a result of Apples removal, which occurred after extensive
engagement with Apple, the Azar app is no longer available for download from the Apple App Store.
Apple informed us that existing users who previously downloaded the app from the Apple App Store
remain able to access and use the app, including the ability to execute purchases and renewals. Azar remains
available for download via Google Play and users can access the service through the desktop and mobile web
versions of Azar in available markets. The Company is evaluating all options with regards to Azars future
operation, including, working with Apple to understand if modifications could result in reinstatement to the
Apple App Store, or other potential changes to the service; however, we expect a negative impact to Azars
revenue, operating income, and Adjusted EBITDA in 2026, particularly if reinstatement is not successful or if we
are required to make changes to the app that do not monetize as effectively. For the year ended December 31,
2025, Azar Direct Revenue was $155.8 million, of which 76% was through Apples App Store. On February 3,
2026, we announced our expectations for the year ending December 31, 2026 that MG Asia Direct Revenue
would decline year-over-year in the high-single-digits on a percentage basis and MG Asia Adjusted EBITDA
margin would be in the low-to-mid 20%s. At that time, we expected, for the year ending December 31, 2026,
that Azar Direct Revenue would decline at a similar rate to MG Asia and Azar Adjusted EBITDA margin would be
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slightly below MG Asia. The foregoing expectations were as of February 3, 2026, speak only as of that date, and
have not been updated. The ultimate impact to MG Asias and Azars 2026 Direct Revenue and Adjusted EBITDA
will depend on a variety of unknown factors, including the outcome of our evaluation of options regarding Azar
and its future operation, and other risks and uncertainties, including those set forth in Risk Factors in Item 1A
of Part I.
Other trends or factors affecting the comparability of our results
Cost of Acquisition. The cost of acquiring new users has consistently been one of our larger operating
expenses. How we deploy our advertising spend varies among brands, with the majority of our advertising spend
taking place online, including social media sites, streaming services, search engines, and influencers.
Additionally, some brands utilize offline and out-of-home marketing campaigns, such as on television and
outdoor billboards. For established brands, we seek to optimize for total return on advertising spend by
frequently analyzing and adjusting spend to focus on marketing channels and markets that generate returns
above our thresholds. Our data-driven approach provides us the flexibility to scale and optimize our advertising
spend. We spend advertising dollars against an expected lifetime value of a Payer that is realized over a multi-
year period. While this advertising spend is intended to be profitable on that basis, it is nearly always negative
during the period in which the expense is incurred. For newer brands that are gaining scale, or existing brands
that are expanding into new geographies, we may make incremental advertising investments to establish the
brand before optimizing monetization of the brand. Our advertising spend may be incurred unevenly throughout
the year.
International markets. Our services are available across the world. Our international revenue represented
56% and 54% of our total revenue for the years ended December31, 2025 and 2024, respectively. We vary our
pricing to align with local market conditions and our international businesses typically earn revenue in local
currencies. As foreign currency exchange rates fluctuate, translation of the statement of operations of our
international businesses into U.S. dollars affects year-over-year comparability of operating results.
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Results of Operations for the years ended December31, 2025, 2024 and 2023
The following discussion should be read in conjunction with Item 8. Consolidated Financial Statements
and Supplementary Data. The following discussion is regarding our financial condition and results of operations
for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion
regarding our financial condition and results of operations for the year ended December 31, 2024 compared to
the year ended December 31, 2023, please refer to Part II, Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2024, filed with the SEC on February 27, 2025.
Revenue
| |
| Years Ended December31, | |
| 2025 | Change | % Change | 2024 | Change | % Change | 2023 | |
| |
| (Amounts in thousands, except RPP) | |
| Direct Revenue | |
| Tinder | $1,862,922 | $(77,697) | (4)% | $1,940,619 | $22,990 | 1% | $1,917,629 | |
| Hinge | 690,870 | 140,435 | 26% | 550,435 | 153,950 | 39% | 396,485 | |
| Evergreen & Emerging | 593,763 | (49,225) | (8)% | 642,988 | (48,438) | (7)% | 691,426 | |
| MG Asia | 267,322 | (16,614) | (6)% | 283,936 | (18,655) | (6)% | 302,591 | |
| Total Direct Revenue | $3,414,877 | $(3,101) | % | $3,417,978 | $109,847 | 3% | $3,308,131 | |
| Indirect Revenue | 72,320 | 10,925 | 18% | 61,395 | 5,022 | 9% | 56,373 | |
| Total Revenue | $3,487,197 | $7,824 | % | $3,479,373 | $114,869 | 3% | $3,364,504 | |
| |
| Payers: | |
| Tinder | 9,026 | (670) | (7)% | 9,696 | (679) | (7)% | 10,375 | |
| Hinge | 1,801 | 269 | 18% | 1,532 | 290 | 23% | 1,242 | |
| Evergreen & Emerging | 2,282 | (384) | (14)% | 2,666 | (400) | (13)% | 3,066 | |
| MG Asia | 1,056 | 52 | 5% | 1,004 | 85 | 9% | 919 | |
| Total | 14,165 | (733) | (5)% | 14,898 | (704) | (5)% | 15,602 | |
| |
| (Change calculated using non-rounded numbers) | |
| RPP: | |
| Tinder | $17.20 | $0.52 | 3% | $16.68 | $1.28 | 8% | $15.40 | |
| Hinge | $31.97 | $2.03 | 7% | $29.94 | $3.33 | 13% | $26.61 | |
| Evergreen & Emerging | $21.69 | $1.59 | 8% | $20.10 | $1.31 | 7% | $18.79 | |
| MG Asia | $21.10 | $(2.46) | (10)% | $23.56 | $(3.94) | (14)% | $27.50 | |
| Total | $20.09 | $0.97 | 5% | $19.12 | $1.45 | 8% | $17.67 | |
Tinder Direct Revenue declined $77.7 million, or 4%. The decrease in Direct Revenue was driven by a 7%
decrease in Payers, partially offset by an increase in RPP of 3%. On a consistent foreign exchange rate basis, the
decline in revenue was $92.5 million, or 5%, in 2025 compared to 2024.
Hinge Direct Revenue grew $140.4 million, or 26%. Revenue growth was driven by both growth in the U.S.
and other English-speaking markets as well as continued expansion efforts in certain European markets. Payers
increased 18% and RPP increased 7%.
E&E Direct Revenue declined $49.2 million, or 8%, driven by a decline in Payers of 14%, partially offset by
increased RPP of 8%, which was positively impacted by the weakening of the U.S. dollar compared to the Euro.
Our decision to terminate certain live streaming services in the second half of 2024 also partially contributed to
the revenue decline.
MG Asia Direct Revenue declined $16.6 million, or 6%. Excluding revenue from Hakuna, which was shut
down in the third quarter of 2024, MG Asia revenue would have declined $0.3 million. The decline in revenue
was also negatively impacted by the strength of the U.S. dollar compared to the Turkish Lira.
Indirect Revenue increased $10.9 million, primarily due to higher ad impressions compared to 2024 and an
increase in direct advertising activity.
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Cost of revenue (exclusive of depreciation)
| |
| Years Ended December31, | |
| 2025 | $ Change | % Change | 2024 | $ Change | % Change | 2023 | |
| |
| (Dollars in thousands) | |
| Cost of revenue | $948,374 | $(42,899) | (4)% | $991,273 | $37,259 | 4% | $954,014 | |
| Percentage of revenue | 27% | 28% | 28% | |
Cost of revenue decreased 4%, primarily due to a decrease in Variable Expenses of $22.4 million
predominately at E&E and MG Asia as a result of the termination of certain of our live streaming services and the
shutdown of the Hakuna app in the second half of 2024. Total in-app purchase fees were $687.1 million and
$696.6 million in 2025 and 2024, respectively.
Selling and marketing expense
| |
| Years Ended December31, | |
| 2025 | $ Change | % Change | 2024 | $ Change | % Change | 2023 | |
| |
| (Dollars in thousands) | |
| Selling and marketing expense | $625,541 | $3,441 | 1% | $622,100 | $35,838 | 6% | $586,262 | |
| Percentage of revenue | 18% | 18% | 17% | |
Selling and marketing expense was essentially flat for the year, up $3.4 million.
General and administrative expense
| |
| Years Ended December31, | |
| 2025 | $ Change | % Change | 2024 | $ Change | % Change | 2023 | |
| |
| (Dollars in thousands) | |
| General and administrative expense | $485,585 | $46,746 | 11% | $438,839 | $25,230 | 6% | $413,609 | |
| Percentage of revenue | 14% | 13% | 12% | |
General and administrative expense increased primarily due to (i) a legal settlement at Tinder in the
amount of $60.5 million, (ii) a settlement with the FTC in the amount of $14.0 million related to certain E&E
applications, and (iii) an increase in severance expense of $9.9 million primarily within Corporate and
Unallocated Costs and E&E. Partially offsetting these increases was (i) a decrease in non-cash compensation of
$13.2 million primarily within E&E related to updated projections for certain performance awards and
headcount reductions and (ii) a gain of $8.3 million on the sale of one of our two buildings in Los Angeles.
Product development expense
| |
| Years Ended December31, | |
| 2025 | $ Change | % Change | 2024 | $ Change | % Change | 2023 | |
| |
| (Dollars in thousands) | |
| Product development expense | $449,508 | $7,333 | 2% | $442,175 | $57,990 | 15% | $384,185 | |
| Percentage of revenue | 13% | 13% | 11% | |
Product development expense increased primarily due to increased software expense and stock-based
compensation expense, partially offset by a decrease in employee compensation expense.
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Depreciation
| |
| Years Ended December31, | |
| 2025 | $ Change | % Change | 2024 | $ Change | % Change | 2023 | |
| |
| (Dollars in thousands) | |
| Depreciation | $67,112 | $(20,387) | (23)% | $87,499 | $25,692 | 42% | $61,807 | |
| Percentage of revenue | 2% | 3% | 2% | |
Depreciation was lower primarily due to (i) a decrease in internally developed software depreciation at
Tinder as certain assets became fully depreciated in 2025 and (ii) the write off of internally developed software
associated with our live streaming services in 2024. These decreases were partially offset by increases in
internally developed software at E&E.
Impairments and amortization of intangibles
| |
| Years Ended December31, | |
| 2025 | $ Change | % Change | 2024 | $ Change | % Change | 2023 | |
| |
| (Dollars in thousands) | |
| Impairments and amortization of intangibles | $38,548 | $(35,627) | (48)% | $74,175 | $26,444 | 55% | $47,731 | |
| Percentage of revenue | 1% | 2% | 1% | |
Impairments and amortization of intangibles decreased primarily due to impairments of intangible assets
at E&E and MG Asia in the prior year as a result of the termination of certain of our live streaming services and
the Hakuna app in 2024.
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Net Income, Operating Income, and Adjusted EBITDA
| |
| Years Ended December31, | |
| 2025 | $ Change | % Change | 2024 | $ Change | % Change | 2023 | |
| |
| (Dollars in thousands) | |
| Net income attributable to Match Group, Inc. shareholders | $613,446 | $62,170 | 11% | $551,276 | $(100,263) | (15)% | $651,539 | |
| |
| Operating income (loss) | |
| Tinder | $832,638 | $(56,584) | (6)% | $889,222 | $(66,297) | (7)% | $955,519 | |
| Hinge | 166,286 | 44,804 | 37% | 121,482 | 47,221 | 64% | 74,261 | |
| Evergreen & Emerging | 63,266 | (2,822) | (4)% | 66,088 | (16,372) | (20)% | 82,460 | |
| MG Asia | 6,258 | 38,603 | NM | (32,345) | (23,670) | 273% | (8,675) | |
| Corporate and unallocated costs | (195,919) | 25,216 | (11)% | (221,135) | (34,466) | 18% | (186,669) | |
| Operating income | $872,529 | $49,217 | 6% | $823,312 | $(93,584) | (10)% | $916,896 | |
| |
| Adjusted EBITDA | |
| Tinder | $941,351 | $(75,672) | (7)% | $1,017,023 | $(32,337) | (3)% | $1,049,360 | |
| Hinge | 226,499 | 60,021 | 36% | 166,478 | 58,832 | 55% | 107,646 | |
| Evergreen & Emerging | 140,436 | (29,982) | (18)% | 170,418 | 6,622 | 4% | 163,796 | |
| MG Asia | 66,375 | 5,569 | 9% | 60,806 | (984) | (2)% | 61,790 | |
| Corporate and unallocated costs | (138,270) | 24,088 | (15)% | (162,358) | (38,299) | 31% | (124,059) | |
| Adjusted EBITDA | $1,236,391 | $(15,976) | (1)% | $1,252,367 | $(6,166) | % | $1,258,533 | |
______________________
NM = Not meaningful
For a reconciliation of operating income to Adjusted EBITDA for each reportable segment, see Non-GAAP
Financial Measures.
Tinders operating income was $832.6 million, down 6%, and Adjusted EBITDA was $941.4 million, down
7%, primarily due to costs associated with a legal settlement and the decrease in revenue, partially
offset by a reduction of in-app purchase fees. Operating income further benefited from lower
depreciation expense as certain internally developed software assets became fully depreciated during
2025.
Hinges operating income was $166.3 million, an increase of 37%, and Adjusted EBITDA was $226.5
million, an increase of 36%, primarily due to continued revenue growth. Expense grew at a slower rate
than revenue, leading to expanding margins.
E&Es operating income was $63.3 million, down 4%, and Adjusted EBITDA was $140.4 million, down
18%, primarily due to continued decreases in revenue, partially offset by a decrease in Variable
Expenses as a result of the termination of certain of our live streaming services in the second half of
2024. Operating income was also favorably impacted by the decrease in impairments and amortization
of intangible assets as discussed above and decreases in stock-based compensation expense associated
with reductions in headcount and updates for certain performance award projections.
MG Asias operating income was $6.3 million, a $38.6 million improvement over the prior year
operating loss, and Adjusted EBITDA was $66.4 million, up 9%. The change in operating income (loss) is
primarily due to the impairments and amortization of intangible assets in 2024 related to the shutdown
of the Hakuna app in the second half of the year.
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At December31, 2025, there was $305.2 million of unrecognized compensation cost, net of estimated
forfeitures, related to all stock-based awards, which is expected to be recognized over a weighted average
period of approximately 1.9 years.
Interest expense
| |
| Years Ended December31, | |
| 2025 | $ Change | % Change | 2024 | $ Change | % Change | 2023 | |
| |
| (Dollars in thousands) | |
| Interest expense | $147,551 | $(12,520) | (8)% | $160,071 | $184 | % | $159,887 | |
Interest expense decreased primarily due to the decrease in the outstanding balance of the Term Loan,
which was repaid in full in January 2025, partially offset by the issuance of the 6.125% Senior Notes in August
2025.
Other income, net
| |
| Years Ended December31, | |
| 2025 | $ Change | % Change | 2024 | $ Change | % Change | 2023 | |
| |
| (Dollars in thousands) | |
| Interest income | $21,935 | $(19,170) | (47)% | $41,105 | $14,333 | 54% | $26,772 | |
| Foreign currency losses | (8,316) | (7,737) | NM | (579) | 7,340 | (93)% | (7,919) | |
| Other | 7,406 | 7,117 | NM | 289 | (630) | (69)% | 919 | |
| Other income, net | $21,025 | $(19,790) | (48)% | $40,815 | $21,043 | 106% | $19,772 | |
______________________
NM = Not Meaningful
Income tax provision
| |
| Years Ended December31, | |
| 2025 | $ Change | % Change | 2024 | $ Change | % Change | 2023 | |
| |
| (Dollars in thousands) | |
| Income tax provision | $132,542 | $(20,201) | (13)% | $152,743 | $27,434 | 22% | $125,309 | |
| Effective income tax rate | 18% | 22% | 16% | |
For discussion of income taxes, see Note 3Income Taxes to the consolidated financial statements
included in Item 8Consolidated Financial Statements and Supplementary Data.
For the year ended December31, 2025, the Company recorded an income tax provision of $132.5 million
at an effective tax rate of 18%, which is lower than the statutory rate primarily due to a lower rate on U.S.
income derived from foreign sources and research credits.
For the year ended December31, 2024, the Company recorded an income tax provision of $152.7 million
at an effective tax rate of 22%, which is higher than the statutory rate primarily due to state income taxes and
nondeductible stock-based compensation, partially offset by a lower tax rate on U.S. income derived from
foreign sources and research credits.
On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (the Act). The Act provides
changes to U.S. federal tax law, including current expensing of U.S. research expenditures, immediate expensing
of eligible capital expenditures, modifications to the limitation of business interest expense, and changes to
other tax provisions in 2025 and later years. The provisions of the Act resulted in a reduction of 2025 cash tax
payments, and we expect a reduction in the cash tax payments for 2026 as well. Additionally, the 2025 effective
tax rate was negatively affected by the passage of the Act, primarily due to a lower deduction for U.S. 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.
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A number of countries have enacted or are actively drafting legislation to implement the Organization for
Economic Cooperation and Development's ("OECD") international tax framework, including the Pillar II minimum
tax regime. The Company analyzed the impact of enacted legislation and determined it does not have a material
impact to the income tax provision. The Company is continuing to monitor future developments, 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.
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NON-GAAP FINANCIAL MEASURES
Match Group reports Adjusted EBITDA and Revenue excluding foreign exchange effects, both of which are
supplemental measures to U.S. generally accepted accounting principles (GAAP). Adjusted EBITDA is among
the primary metrics by which we evaluate the performance of our business, on which our internal budget is
based, and by which management is compensated. Revenue excluding foreign exchange effects provides a
comparable framework for assessing how our business performed without the effect of exchange rate
differences when compared to prior periods. We believe that investors should have access to the same set of
tools that we use in analyzing our results. These non-GAAP measures should be considered in addition to results
prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.
Match Group endeavors to compensate for the limitations of the non-GAAP measures presented by providing
the comparable GAAP measures with equal or greater prominence and descriptions of the reconciling items,
including quantifying such items, to derive the non-GAAP measures. We encourage investors to examine the
reconciling adjustments between the GAAP and non-GAAP measures, which we discuss below.
Adjusted EBITDA
Adjusted EBITDA is defined as net income attributable to Match Group, Inc. shareholders excluding: (1) net
income or loss attributable to noncontrolling interests; (2) income tax provision or benefit; (3) other income
(expense), net; (4) interest expense; (5) depreciation; (6) acquisition-related items consisting of (i) amortization
of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses
recognized on changes in fair value of contingent consideration arrangements, as applicable; and (7) stock-based
compensation expense. We believe Adjusted EBITDA is useful to analysts and investors as this measure allows a
more meaningful comparison between our performance and that of our competitors. Adjusted EBITDA has
certain limitations because it excludes certain expenses. At a segment level, the closest GAAP measure is
operating income (loss) as items outside operating income (loss) are not allocated to segments.
Non-Cash Expenses That Are Excluded From Adjusted EBITDA
Stock-based compensation expense consists principally of expense associated with the grants of RSUs,
performance-based RSUs, and market-based awards. These expenses are not paid in cash, and we include the
related shares in our fully diluted shares outstanding using the treasury stock method; however, performance-
based RSUs and market-based awards are included only to the extent the applicable performance or market
condition(s) have been met (assuming the end of the reporting period is the end of the contingency period). To
the extent stock-based awards are settled on a net basis, we remit the required tax-withholding amounts from
current funds.
Depreciation is a non-cash expense relating to our property and equipment and is computed using the
straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives, or,
in the case of leasehold improvements, the lease term, if shorter.
Amortization of intangible assets and impairments of goodwill and intangible assets are non-cash expenses
related primarily to acquisitions. At the time of an acquisition, the identifiable definite-lived intangible assets of
the acquired company, such as customer lists, trade names, and technology, are valued and amortized over their
estimated lives. Value is also assigned to (i) acquired indefinite-lived intangible assets, which consist of trade
names and trademarks, and (ii) goodwill, which are not subject to amortization. An impairment is recorded when
the carrying value of an intangible asset or goodwill exceeds its fair value. We believe that intangible assets
represent costs incurred by the acquired company to build value prior to acquisition and the related
amortization and impairment charges of intangible assets or goodwill, if applicable, are not ongoing costs of
doing business.
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The following tables reconcile net income attributable to Match Group, Inc. shareholders to Adjusted
EBITDA for the Companys reportable segments and at a consolidated level:
| |
| Year Ended December 31, 2025 | |
| Tinder | Hinge | E&E | MG Asia | Corporate & unallocated costs | Total Match Group | |
| |
| (In thousands) | |
| Net income attributable to Match Group, Inc. shareholders | $613,446 | |
| Add back: | |
| Net income attributable to redeemable noncontrolling interestsa | 15 | |
| Income tax provisiona | 132,542 | |
| Other income, neta | (21,025) | |
| Interest expensea | 147,551 | |
| Operating income (loss) | $832,638 | $166,286 | $63,266 | $6,258 | $(195,919) | $872,529 | |
| Stock-based compensation expense | 89,586 | 56,279 | 38,548 | 21,052 | 52,737 | 258,202 | |
| Depreciation | 19,127 | 3,934 | 24,252 | 14,887 | 4,912 | 67,112 | |
| Amortization of intangibles | | | 14,370 | 24,178 | | 38,548 | |
| Adjusted EBITDA | $941,351 | $226,499 | $140,436 | $66,375 | $(138,270) | $1,236,391 | |
| |
| Year Ended December 31, 2024 | |
| Tinder | Hinge | E&E | MG Asia | Corporate & unallocated costs | Total Match Group | |
| |
| (In thousands) | |
| Net income attributable to Match Group, Inc. shareholders | $551,276 | |
| Add back: | |
| Net income attributable to redeemable noncontrolling interestsa | 37 | |
| Income tax provisiona | 152,743 | |
| Other income, neta | (40,815) | |
| Interest expensea | 160,071 | |
| Operating income (loss) | $889,222 | $121,482 | $66,088 | $(32,345) | $(221,135) | $823,312 | |
| Stock-based compensation expense | 90,141 | 42,673 | 54,922 | 25,818 | 53,827 | 267,381 | |
| Depreciation | 37,660 | 2,323 | 21,732 | 20,834 | 4,950 | 87,499 | |
| Impairments and amortization of intangibles | | | 27,676 | 46,499 | | 74,175 | |
| Adjusted EBITDA | $1,017,023 | $166,478 | $170,418 | $60,806 | $(162,358) | $1,252,367 | |
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| |
| Year Ended December 31, 2023 | |
| Tinder | Hinge | E&E | MG Asia | Corporate & unallocated costs | Total Match Group | |
| |
| (In thousands) | |
| Net income attributable to Match Group, Inc. shareholders | $651,539 | |
| Add back: | |
| Net loss attributable to redeemable noncontrolling interestsa | (67) | |
| Income tax provisiona | 125,309 | |
| Other income, neta | (19,772) | |
| Interest expensea | 159,887 | |
| Operating income (loss) | $955,519 | $74,261 | $82,460 | $(8,675) | $(186,669) | $916,896 | |
| Stock-based compensation expense | 68,644 | 31,459 | 50,268 | 23,399 | 58,329 | 232,099 | |
| Depreciation | 25,197 | 1,926 | 18,732 | 11,671 | 4,281 | 61,807 | |
| Amortization of intangibles | | | 12,336 | 35,395 | | 47,731 | |
| Adjusted EBITDA | $1,049,360 | $107,646 | $163,796 | $61,790 | $(124,059) | $1,258,533 | |
______________________
(a)Management does not allocate these items to segments.
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Effects of Changes in Foreign Exchange Rates on Revenue
The impact of foreign exchange rates on the Company, due to its global reach, may be an important factor
in understanding period over period comparisons if movement in exchange rates is significant. Since our results
are reported in U.S. dollars, international revenue is favorably impacted as the U.S. dollar weakens relative to
other currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other currencies. We
believe the presentation of revenue excluding the effects from foreign exchange, in addition to reported
revenue, helps improve investors ability to understand the Companys performance because it excludes the
impact of foreign currency volatility that is not indicative of Match Groups core operating results.
Revenue excluding foreign exchange effects compares results between periods as if exchange rates had
remained constant period over period. Revenue excluding foreign exchange effects is calculated by translating
current period revenue using prior period exchange rates. The percentage change in revenue excluding foreign
exchange effects is calculated by determining the change in current period revenue over prior period revenue
where current period revenue is translated using prior period exchange rates.
The following tables present the impact of foreign exchange effects on total revenue and Direct Revenue
by segment for the year ended December31, 2025 compared to the year ended December31, 2024:
| |
| | Years ended December 31, | |
| | 2025 | $Change | %Change | 2024 | |
| |
| | (Dollars in thousands) | |
| Total Revenue, as reported | $3,487,197 | $7,824 | % | $3,479,373 | |
| Foreign exchange effects | (23,789) | |
| Total Revenue excluding foreign exchange effects | $3,463,408 | $(15,965) | % | $3,479,373 | |
| |
| Tinder Direct Revenue, as reported | $1,862,922 | $(77,697) | (4)% | $1,940,619 | |
| Foreign exchange effects | (14,836) | |
| Tinder Direct Revenue, excluding foreign exchange effects | $1,848,086 | $(92,533) | (5)% | $1,940,619 | |
| |
| Hinge Direct Revenue, as reported | $690,870 | $140,435 | 26% | $550,435 | |
| Foreign exchange effects | (4,634) | |
| Hinge Direct Revenue, excluding foreign exchange effects | $686,236 | $135,801 | 25% | $550,435 | |
| |
| E&E Direct Revenue, as reported | $593,763 | $(49,225) | (8)% | $642,988 | |
| Foreign exchange effects | (6,680) | |
| E&E Direct Revenue, excluding foreign exchange effects | $587,083 | $(55,905) | (9)% | $642,988 | |
| |
| MG Asia Direct Revenue, as reported | $267,322 | $(16,614) | (6)% | $283,936 | |
| Foreign exchange effects | 2,523 | |
| MG Asia Direct Revenue, excluding foreign exchange effects | $269,845 | $(14,091) | (5)% | $283,936 | |
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FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
Financial Position
| |
| December 31, 2025 | December 31, 2024 | |
| |
| (In thousands) | |
| Cash and cash equivalents: | |
| United States | $687,987 | $705,967 | |
| All other countries | 339,851 | 260,026 | |
| Total cash and cash equivalents | 1,027,838 | 965,993 | |
| Short-term investments | 3,461 | 4,734 | |
| Total cash and cash equivalents and short-term investments | $1,031,299 | $970,727 | |
| |
| Long-term debt, net: | |
| Credit Facility due March 20, 2029(a) | $ | $ | |
| Term Loan due February 13, 2027 | | 425,000 | |
| 5.00% Senior Notes due December 15, 2027 | 450,000 | 450,000 | |
| 4.625% Senior Notes due June 1, 2028 | 500,000 | 500,000 | |
| 5.625% Senior Notes due February 15, 2029 | 350,000 | 350,000 | |
| 4.125% Senior Notes due August 1, 2030 | 500,000 | 500,000 | |
| 3.625% Senior Notes due October 1, 2031 | 500,000 | 500,000 | |
| 6.125% Senior Notes due September 15, 2033 | 700,000 | | |
| 2026 Exchangeable Notes due June 15, 2026 | 423,854 | 575,000 | |
| 2030 Exchangeable Notes due January 15, 2030 | 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)The maturity date of the Credit Facility is the earlier of (x) March 20, 2029 and (y) the date that is 91
days prior to the maturity date of the existing senior notes due 2027, 2028, or 2029, or any new
indebtedness used to refinance such senior notes that matures prior to the date that is 91 days after
March 20, 2029, in each case if and only if at least $250 million in aggregate principal amount of such
debt is outstanding on such date.
Long-term Debt
For a detailed description of long-term debt, see Note 6Long-term Debt, net to the consolidated
financial statements included in Item 8. Consolidated Financial Statements and Supplementary Data.
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Cash Flow Information
In summary, the Companys cash flows are as follows:
| |
| Years ended December31, | |
| 2025 | 2024 | 2023 | |
| |
| (In thousands) | |
| Net cash provided by operating activities | $1,080,380 | $932,719 | $896,791 | |
| Net cash used in investing activities | (46,831) | (58,538) | (76,581) | |
| Net cash used in financing activities | (984,894) | (758,304) | (534,068) | |
2025
Net cash provided by operating activities in 2025 includes adjustments to income consisting primarily of
$258.2 million of stock-based compensation expense; $67.1 million of depreciation; $38.5 million of
amortization of intangibles; and deferred income taxes of $44.9 million. The increase in cash from changes in
working capital primarily consists of an increase from other assets of $45.9 million, a decrease from accounts
receivable of $23.6 million, and a decrease from accounts payable of $17.2 million primarily related to timing of
payments. These increases in cash were partially offset by a decrease from deferred revenue of $16.1 million
and a decrease from income taxes payable and receivable of $11.9 million.
Net cash used in investing activities in 2025 consists primarily of capital expenditures of $56.8 million that
are primarily related to internal development of software.
Net cash used in financing activities in 2025 is primarily due to purchases of treasury stock of $788.8
million, the repayment of the Term Loan of $425.0 million, dividends paid of $186.3 million, payments to
repurchase a portion of the 2026 Exchangeable Notes of $147.8 million, and payments of $128.5 million of
withholding taxes paid on behalf of employees for net-settled stock-based awards. These uses of cash were
partially offset by proceeds from the issuance of the 6.125% Senior Notes of $700.0 million.
2024
Net cash provided by operating activities in 2024 includes adjustments to income consisting primarily of
$267.4 million of stock-based compensation expense; $87.5 million of depreciation; $74.2 million of impairments
and amortization of intangibles; deferred income taxes of $15.0 million; and other adjustments of $2.0 million,
which includes amortization of deferred financing costs of $6.5 million. The decrease in cash from changes in
working capital primarily consists of a decrease from deferred revenue of $43.1 million as weekly subscriptions
have increased and a decrease from accounts receivable of $29.8 million primarily related to the timing of
receipts and an increase in revenue from app stores, which settle more slowly compared to credit card payments
from web sales. These decreases in cash were partially offset by an increase from other assets of $25.3 million,
primarily related to amortization of certain assets, and an increase from income taxes payable of $22.2 million
due to the timing of tax payments.
Net cash used in investing activities in 2024 consists primarily of capital expenditures of $50.6 million that
are primarily related to internal development of software and purchases of computer hardware.
Net cash used in financing activities in 2024 is primarily due to purchases of treasury stock of $752.7 million
and payments of $11.4 million of withholding taxes paid on behalf of employees for net-settled stock-based
awards. These uses of cash were partially offset by $13.6 million of proceeds from the issuance of common stock
pursuant to stock-based awards.
Liquidity and Capital Resources
The Companys principal sources of liquidity are its cash and cash equivalents as well as cash flows
generated from operations. At December 31, 2025, $499.4millionwas available under the Credit Facility.
The Company has various obligations related to long-term debt instruments and operating leases. For
additional information on long-term debt, including maturity dates and interest rates, see Note 6Long-term
Debt, net to the consolidated financial statements included in Item 8Consolidated Financial Statements and
Supplementary Data. For additional information on the operating leases, including a schedule of obligations by
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year, see Note 12Leases to the consolidated financial statements included in Item 8Consolidated
Financial Statements and Supplementary Data. The Company believes it has sufficient cash flows from
operations to satisfy these future obligations.
On August 20, 2025, we completed a private offering of $700 million aggregate principal amount of 6.125%
Senior Notes due 2033. The proceeds from the issuance of these notes will be used to repay all of the
outstanding 2026 Exchangeable Notes at or prior to their maturity, and the remaining proceeds will be used for
general corporate purposes. During 2025, we repurchased $151.1 million aggregate principal amount of 2026
Exchangeable Notes.
The Company anticipates that it will need to make capital and other expenditures in connection with the
development and expansion of its operations. The Company expects that 2026 cash capital expenditures will be
between $55 million and $65 million, flat to 2025 cash capital expenditures.
We have entered into various purchase commitments, primarily consisting of web hosting services that are
currently committed through September 2028. Our obligations under these various purchase commitments,
which were impacted by usage rates in 2025, are $56.3 million for 2026, $73.6 million for 2027, and $70.3 million
for 2028.
The Company does not have any off-balance sheet arrangements at December31, 2025, other than those
described above.
On January 30, 2024, the Board of Directors of the Company approved a share repurchase program for the
repurchase of up to $1.0 billion in aggregate value of shares of Match Group stock (the January 2024 Share
Repurchase Program). On December 10, 2024, the Board of Directors authorized a new repurchase program of
up to $1.5 billion in aggregate value of shares of Match Group common stock (the December 2024 Share
Repurchase Program). The December 2024 Share Repurchase Program took effect when the January 2024
Share Repurchase Program was exhausted in April 2025. Under the December 2024 Share Repurchase Program,
$958.5 million in aggregate value of shares of Match Group common stock remains available for repurchase as of
January 31, 2026. Under the December 2024 Share Repurchase Program, shares of our common stock may be
purchased on a discretionary basis from time to time, subject to general business and market conditions and
other investment opportunities, through open market purchases, privately negotiated transactions or other
means, including through Rule 10b5-1 trading plans. The December 2024 Share Repurchase Program may be
suspended or discontinued at any time. During the year ended December31, 2025, we repurchased 24.7million
shares for $788.8million under the January 2024 and December 2024 Share Repurchase Programs.
Effective mid-January 2025, the Company settles substantially all equity awards on a net basis. Assuming all
equity awards outstanding on January 31, 2026 were net settled at the closing price on that date, we would issue
8.4 million shares of common stock (of which 0.1 million are related to vested awards and 8.3 million are related
to unvested awards) and, assuming a 50% withholding rate, would remit $262.0 million in cash for withholding
taxes (of which $4.0 million is related to vested awards and $258.0 million is related to unvested awards). If we
did not settle awards on a net basis and instead issued a sufficient number of shares to cover the $262.0 million
employee withholding tax obligation, 8.4 million additional shares would be issued by the Company.
At December31, 2025, most of the Companys international cash can be repatriated without significant tax
consequences.
Our indebtedness could limit our ability to: (i) obtain additional financing to fund working capital needs,
acquisitions, capital expenditures, debt service, or other requirements; and (ii) use operating cash flow to pursue
acquisitions or invest in other areas, such as developing properties and exploiting business opportunities. The
Company may need to raise additional capital through future debt or equity financing to make additional
acquisitions and investments or to provide for greater financial flexibility. Additional financing may not be
available on terms favorable to the Company or at all.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The following disclosure is provided to supplement the descriptions of Match Groups accounting policies
contained in Note 2Summary of Significant Accounting Policies to the consolidated financial statements
included in Item 8Consolidated Financial Statements and Supplementary Data in regard to significant areas
of judgment. Management of the Company is required to make certain estimates, judgments and assumptions
during the preparation of its consolidated financial statements in accordance with GAAP. These estimates,
judgments and assumptions impact the reported amount of assets, liabilities, revenue and expenses and the
related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. Because of
the size of the financial statement elements to which they relate, some of our accounting policies and estimates
have a more significant impact on our consolidated financial statements than others. What follows is a
discussion of some of our more significant accounting policies and estimates.
Business Combinations
Acquisitions have historically been an important part of our growth strategy. The purchase price of each
acquisition is attributed to the assets acquired and liabilities assumed based on their fair values at the date of
acquisition, including identifiable intangible assets that either arise from a contractual or legal right or are
separable from goodwill. The fair value of these intangible assets is based on valuations that use information and
assumptions provided by management. The excess purchase price over the net tangible and identifiable
intangible assets is recorded as goodwill and is assigned to the reporting unit that is expected to benefit from the
combination as of the acquisition date.
Recoverability of Goodwill and Indefinite-Lived Intangible Assets
Goodwill is the Companys largest asset with a carrying value of $2.3 billion at each of December31, 2025
and 2024, representing 52% of the Companys total assets on both dates. Indefinite-lived intangible assets,
which consist of certain of the Companys acquired trade names and trademarks, have a carrying value of $105.6
million and $96.9 million at December31, 2025 and 2024, respectively.
The Company assesses goodwill on its four reporting units and indefinite-lived intangible assets for
impairment annually as of October 1, or more frequently if an event occurs or circumstances indicate that it is
more likely than not the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset is
below its carrying value.
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
units goodwill is necessary; otherwise, a quantitative assessment is performed to further assess if any goodwill
impairment exists.
If the Company concludes that it is more likely than not that there may be an impairment, the fair value of
each reporting unit will be determined and compared to its carrying value, including goodwill. If the fair value of
a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of
a reporting unit exceeds its estimated fair value, an impairment loss equal to the excess is recorded.
If measuring the estimated fair value of each operating unit, the Company uses a combination of an income
approach and a market approach. Under the income approach, a discounted cash flow analysis is performed
with assumptions and estimates of forecast operating cash flows, including revenue growth rates, profitability
margins, and discount rates, which all vary among reporting units. The market approach utilizes the guideline
public companies method and is based on revenue and income multiple data derived from publicly traded peer
group companies. There are significant judgments inherent in each analysis, including estimating the amount
and timing of expected future cash flows, the selection of appropriate discount rates, and the peer group
companies used.
The Company performed a qualitative impairment assessment as of October 1, 2025 and 2024 and
concluded that it was more likely than not that the fair values of each reporting unit exceeded their carrying
values.
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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 Companys most recent forecast and budget and, for years beyond the budget, the Companys 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 Companys 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 Companys 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 $28.7million related to
indefinite-lived intangible assets in the MG Asia and E&E segments. For certain assets with no remaining cash
flows, the Company fully impaired the asset. For assets with remaining cash flows, the Company conducted
discounted cash flow valuations.
In connection with the annual impairment assessment, the Company reviews the useful lives for intangible
assets and whether events or changes in circumstances indicate that an indefinite life may no longer be
appropriate. During the year ended December 31, 2024, the Company reclassified certain indefinite-lived
intangible assets with a carrying value of $47.2million to the definite-lived intangible asset category because
these assets were no longer considered to have an indefinite life. No such assets were identified during the year
ended December 31, 2025.
Recoverability and Estimated Useful Lives of Definite-lived Intangible Assets
We review the carrying value of all definite-lived intangible assets for impairment whenever events or
changes in circumstances indicate that the carrying value of an asset group may not be recoverable. The carrying
value of a definite-lived intangible asset is not recoverable if it exceeds the sum of the undiscounted cash flows
expected to result from the use and eventual disposition of the asset group. If the carrying value is deemed not
to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the
definite-lived intangible asset exceeds its fair value. In addition, the Company reviews the useful lives of its
definite-lived intangible assets whenever events or changes in circumstances indicate that these lives may be
changed. No impairments were identified during the year ended December 31, 2025. During the year ended
December 31, 2024, in connection with our decision to terminate certain of our live streaming services and our
Hakuna app, we recognized impairment charges of $1.9million related to definite-lived intangible assets in the
MG Asia and E&E segments. The carrying value of definite-lived intangible assets was $87.3 million and $118.5
million at December31, 2025 and 2024, respectively.
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Income Taxes
Match Group is subject to income taxes in the United States and numerous foreign jurisdictions. Significant
judgment is required in determining our provision for income taxes and income tax assets and liabilities,
including evaluating uncertainties in the application of accounting principles and complex tax laws.
We record a provision for income taxes for the anticipated tax consequences of our reported results of
operations using the asset and liability method. Under this method, we recognize deferred income tax assets and
liabilities for the future tax consequences of temporary differences between the financial reporting and tax
bases of asset and liabilities, as well as for net operating loss and tax credit carryforwards. Deferred tax assets
and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences
are expected to be realized or settled. We recognize the deferred income tax effects of a change in tax rates in
the period of enactment.
A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not
that the deferred tax asset will not be realized. We consider all available evidence, both positive and negative,
including historical levels of income, expectations and risks associated with estimates of future taxable income,
and tax planning strategies in assessing the need for a valuation allowance.
We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that
the tax position will be sustained based on the technical merits of the position. Such tax benefits are measured
based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. This
measurement step is inherently difficult and requires subjective estimations of such amounts to determine the
probability of various possible outcomes. We consider many factors when evaluating and estimating our tax
positions and tax benefits, which may require periodic adjustment. We make adjustments to our unrecognized
tax benefits when facts and circumstances change, such as the closing of a tax audit or the refinement of an
estimate. Although we believe that we have adequately reserved for our uncertain tax positions, the final
outcome of these matters may vary significantly from our estimates. To the extent that the final outcome of
these matters is different from the amounts recorded, such differences will affect the income tax provision in
the period in which such determination is made, and could have a material impact on our financial condition and
operating results.
Stock-Based Compensation
The Company recorded stock-based compensation expense of $258.2 million and $267.4 million for the
years ended December31, 2025 and 2024, respectively.
We use a variety of instruments we use to attract, retain, and reward employees at many of our brands by
allowing them to benefit from the value they help to create. We also utilize stock-based awards as part of our
acquisition strategy. We accomplish these objectives, in part, by issuing awards denominated in the equity of our
non-public subsidiaries as well as in Match Group, Inc. We further refine this approach by tailoring the terms of
awards as appropriate. For example, we issue certain awards with vesting conditioned on the achievement of
specified performance targets such as revenue or profits; these awards are referred to as performance awards.
In other cases, we condition the vesting of awards to the Companys stock price; these awards are referred to as
market-based awards.
The Company issues RSUs and performance-based RSUs (PSUs). The value of RSUs with vesting subject
only to continued service is based on the fair value of Match Group common stock on the grant date. The value
of RSUs that include a market condition is based on fair value estimated using a lattice model. The value of RSUs
is expensed as stock-based compensation expense over the applicable vesting term. For PSU awards, the
expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-
based compensation over the vesting term if the performance targets are considered probable of being
achieved.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, see Note 2Summary of Significant Accounting
Policies to the consolidated financial statements included in Item 8Consolidated Financial Statements and
Supplementary Data.
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Item7A.Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
The Companys exposure to market risk for changes in interest rates relates primarily to the Companys
long-term debt.
At December31, 2025, the Companys 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 $134.7million. 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 December31, 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 December31, 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 7Managements 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 Companys income for the years ended December31,
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.
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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 December31, 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
December31, 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 December31, 2025
and 2024, and the results of its operations and its cash flows for each of the three years in the period ended
December31, 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 Companys internal control over financial reporting as of December31, 2025, based
on criteria established in Internal ControlIntegrated 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 Companys management. Our responsibility is to express
an opinion on the Companys 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.
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| |
| Revenue Recorded in a Highly Automated Environment | |
| Description of the Matter | As more fully described in Note 2 to the consolidated financial statements, the Companys revenue is primarily derived directly from users for recurring subscriptions to branded services. Revenue is also earned from the purchase of la carte features by users, which is recognized based on usage. Direct Revenue, which includes revenue from subscriptions and la carte features, was $3.5 billion for the year ended December 31, 2025. The Companys Direct Revenue is based on contractual terms with the Companys customers and is comprised of a significant volume of low-dollar transactions. The Companys process to record Direct Revenue, including the determination and calculation of the revenue to be recognized each period, is highly automated within the Companys 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 Companys 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 Companys 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 Companys controls to address the completeness and accuracy of transaction data.Our audit procedures related to the Companys Direct Revenue also included, among other procedures, testing the calculation of Direct Revenue and the related deferred revenue performed within the Companys 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 & YoungLLP
We have served as the Companys auditor since 1996.
New York, New York
February 26, 2026
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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 December31, 2025 and December31, 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.
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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.
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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.
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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 | | |
| | RedeemableNoncontrollingInterests | $ | Shares | Additional Paid-in Capital | Retained (Deficit) Earnings | AccumulatedOtherComprehensiveLoss | Treasury Stock | Total Match Group, Inc. ShareholdersEquity | NoncontrollingInterests | TotalShareholdersEquity | |
| |
| | (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) | |
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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 | | |
| | RedeemableNoncontrollingInterests | $ | Shares | Additional Paid-in Capital | Retained (Deficit) Earnings | AccumulatedOtherComprehensive(Loss) Income | Treasury Stock | Total Match Group, Inc. ShareholdersEquity | NoncontrollingInterests | TotalShareholdersEquity | |
| |
| | (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.
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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.
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1ORGANIZATION
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 2SUMMARY 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 Boards (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.
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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 Companys 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 la
carte features. Online advertising revenue is recognized when an advertisement is displayed. Revenue from the
purchase of 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
la carte features.
During the years ended December31, 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
December31, 2025, 2024, and 2023 related to costs to obtain a contract are $23.2 million, $28.6 million, and
$33.1million, 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 December31, 2025, two
mobile app stores accounted for approximately 74% and 19%, respectively, of our gross accounts receivables.
The comparable amounts at December31, 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
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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 Companys performance. The Companys 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 $211.3million at December31, 2025, 2024,
and 2023, respectively. During the years ended December31, 2025 and 2024, the Company recognized $166.1
million and $211.3million of revenue that was included in the deferred revenue balance as of December 31,
2024 and 2023, respectively. At December31, 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 | |
| |
| | (Inthousands) | |
| 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.
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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 | EstimatedUseful 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 December31, 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
units 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.
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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 Companys most recent forecast and budget and, for years beyond the budget, the Companys 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 Companys 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 Companys 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 $28.7million 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 $47.2million 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,
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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 $1.9million 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:
Level1: Observable inputs obtained from independent sources, such as quoted market prices for
identical assets and liabilities in active markets.
Level2: 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 Companys Level2 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.
Level3: 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 Companys 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 Companys 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 Level3 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 December31, 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.
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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 9Earnings 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 15Consolidated 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 $0.8million and less than
$0.1million 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 10Stock-based Compensation for a discussion
of the Companys stock-based compensation plans.
Certain Risks and Concentrations
The Companys 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.
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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 3Income 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 3INCOME TAXES
U.S. and foreign income before income taxes are as follows:
| |
| | Years Ended December31, | |
| | 2025 | 2024 | 2023 | |
| |
| | (Inthousands) | |
| U.S. | $661,835 | $677,842 | $708,333 | |
| Foreign | 84,168 | 26,214 | 68,448 | |
| Total | $746,003 | $704,056 | $776,781 | |
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The components of the income tax provision (benefit) are as follows:
| |
| | Years Ended December31, | |
| | 2025 | 2024 | 2023 | |
| |
| | (Inthousands) | |
| 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 December31, | |
| | 2025 | 2024 | 2023 | |
| |
| | (Inthousands) | |
| 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 | |
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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.
| |
| | December31, | |
| | 2025 | 2024 | |
| |
| | (Inthousands) | |
| 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 December31, 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 $5.0million are expected to be used through 2037. Of the state NOLs, $1.3million can be carried
forward indefinitely and $139.9million will expire at various times between2026 and2045. 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 December31, 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
$564.6million can be used against future taxable income without restriction and the remaining NOLs are subject
to limitation under each respective taxing jurisdictions law. During2025, the Company recognized tax benefits
related to NOLs of $1.1 million. At December31, 2025, the Company has foreign disallowed interest
carryforwards of $51.7million that can be carried forward indefinitely and can be used against future taxable
income.
At December31, 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 $6.3million will expire at various
times between 2032 and 2045. Additionally, the Company has $1.7million of other credits, primarily consisting
of foreign employment tax credits which expire at various times between 2031 and 2032.
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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.
Duringthe year ended December31, 2025, we recorded a $4.5million net increase to the valuation
allowance, primarily related to an increase in the foreign disallowed interest carryforwards. At December31,
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 December31, | |
| | 2025 | 2024 | 2023 | |
| |
| | (Inthousands) | |
| 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.
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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:
| |
| | December31, | |
| | 2025 | 2024 | 2023 | |
| |
| | (Inthousands) | |
| Balance at January1 | $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 December31 | $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 December31, 2025,2024, and 2023,
includes an increase (decrease) of interest and penalties of $2.0million, $0.7million, and $(0.3)million,
respectively. At December31, 2025 and2024, noncurrent income taxes payable include accrued interest and
penalties of $3.6million and $1.6million, 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 InternalRevenueService (IRS) has substantially
completed its audit of the Companys federal income tax returns for years through December31,2019. 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 December31, 2025 and2024, unrecognized tax benefits, including interest, were $64.0million and
$50.3 million, respectively. If unrecognized tax benefits at December31, 2025 are subsequently recognized,
$58.5 million, net of related interest, would reduce income tax expense. The comparable amount as of
December31, 2024 was $46.6 million.
Generally, our ability to distribute the $339.9 million cash and cash equivalents held by our foreign
subsidiaries at December31, 2025 is limited to that subsidiarys 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.
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 4GOODWILL AND INTANGIBLE ASSETS
Goodwill and intangible assets, net, are as follows:
| |
| | December31, | |
| | 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 December31, 2025 and 2024:
| |
| Tinder | Hinge | Evergreen & Emerging | MG Asia | Total | |
| |
| (In thousands) | |
| Balance at December31, 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 December31, 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 December31, 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 $30.6million 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 $47.2million 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.
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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
December31, 2025 and 2024, intangible assets with definite lives are as follows:
| |
| December 31, 2025 | |
| GrossCarryingAmount | AccumulatedAmortization | Net | Weighted-AverageUseful 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 | |
| GrossCarryingAmount | AccumulatedAmortization | Net | Weighted-AverageUseful 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 December31, 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 5FINANCIAL INSTRUMENTS
Equity securities without readily determinable fair values
At December 31, 2025 and 2024, the carrying value of the Companys 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 December31, 2025 were $2.2million and
$6.7million, respectively. For the year ended December31, 2025, we recognized impairments of $0.1million
and upward adjustments of $6.7million, which are included in Other income (expense), net in the
accompanying consolidated statement of operations. For the year ended December31, 2024, there were no
adjustments, either downward or upward, to the carrying value of equity securities without readily determinable
fair values.
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Fair Value Measurements
The following tables present the Companys financial instruments that are measured at fair value on a
recurring basis:
| |
| | December 31, 2025 | |
| | Quoted MarketPrices in ActiveMarkets forIdentical Assets(Level1) | Significant Other Observable Inputs(Level2) | TotalFair ValueMeasurements | |
| |
| | (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 MarketPrices in ActiveMarkets forIdentical Assets(Level1) | Significant Other Observable Inputs(Level2) | TotalFair ValueMeasurements | |
| |
| | (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 December31, 2025, the carrying value of current maturities of long-term debt, net includes
unamortized debt issuance costs of $0.3million. At December31, 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(b)At December31, 2025, the fair value of the outstanding 2026 Exchangeable Notes and 2030
Exchangeable Notes is $417.0million and $517.0million, respectively. At December31, 2024, the fair
value of the outstanding 2026 Exchangeable Notes and 2030 Exchangeable Notes is $541.2million and
$498.0million, respectively.
At December31, 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 6LONG-TERM DEBT, NET
Long-term 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 June15 and December15 | 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following diagram illustrates where debt is held in our corporate structure as of December31, 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 $250million in aggregate principal amount of
such debt is outstanding on such date.
At both December31, 2025 and 2024, the Credit Facility has a borrowing capacity of $500million. At both
December31, 2025 and 2024, there were no outstanding borrowings, $0.6million in outstanding letters of
credit, and $499.4million of availability under the Credit Facility. The annual commitment fee on undrawn funds,
which is based on MG Holdings IIs consolidated net leverage ratio, was 25 basis points as of December31, 2025.
Borrowings under the Credit Facility bear interest, at MG Holdings IIs 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 IIs 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 $425million Term Loan in full utilizing cash on hand. At December31,
2024, the outstanding balance on the Term Loan was $425million. The Term Loan bore interest at Adjusted
Term SOFR plus 1.75% and the applicable rate was 6.22% at December31, 2024.
The Credit Agreement includes covenants that would limit the ability of MG Holdings II to pay dividends,
make distributions, or repurchase MG Holdings IIs stock in the event MG Holdings IIs 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.
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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% | |
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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 IIs
ability to pay dividends or to make distributions and repurchase or redeem MG Holdings IIs stock in the event a
default has occurred or MG Holdings IIs consolidated leverage ratio (as defined in the indenture) exceeds 5.0 to
1.0. At December31, 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 IIs 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 $575.0million aggregate principal amount of 2026 Exchangeable Notes and
$575.0million 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 Companys 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
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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 Companys common stock, (2) cash, or (3) a combination of cash and shares of the Company's
common stock. It is the Companys 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
December31, 2025 and 2024. Neither of the 2026 and 2030 Exchangeable Notes were exchangeable as of
December31, 2025.
On September 8, 2025, we repurchased $76.4million aggregate principal amount of 2026 Exchangeable
Notes for $74.4million in cash. The gain on extinguishment of the notes of $1.8million is included in other
income, net in the accompanying consolidated statement of operations. Additionally, on November 13, 2025,
we repurchased $74.8million aggregate principal amount of 2026 Exchangeable Notes for $73.4million in cash.
The gain on extinguishment of the notes of $1.2million is included in other income, net in the accompanying
consolidated statement of operations.
At both December31, 2025 and December31, 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 Companys stock price
on December31, 2025 and December31, 2024, respectively.
Additionally, all or any portion of the 2026 Exchangeable Notes may be redeemed for cash at the
respective issuers option, at any time and, for the 2030 Exchangeable Notes, on or after July 20, 2026, if the last
reported sale price of the Companys 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table sets forth the components of the outstanding Exchangeable Notes as of December31,
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 December31, 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).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Exchangeable Notes Hedges are expected to reduce the potential dilutive effect on the Companys
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 Companys common stock to the extent that the
market price per share of the Companys common stock exceeds their respective strike prices.
In connection with the repurchase of $151.1million in aggregate principal amount of 2026 Exchangeable
Notes in 2025; 1.8million 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
December31, 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 | |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 7SHAREHOLDERS EQUITY
Description of Common Stock
Holders of Match Group common stock are entitled to one vote per share on all matters to be voted upon
by the stockholders. Holders of Match Group common stock are entitled to receive, share for share, such
dividends as may be declared by Match Groups Board of Directors out of funds legally available therefor. In the
event of a liquidation, dissolution, or winding up, holders of the Companys 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 December31, 2025.
Common Stock Repurchases
In January 2024, the Board of Directors approved a share repurchase program of up to $1.0billion 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 $1.5billion 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 December31, 2025, 2024, and 2023, we repurchased 24.7million, 22.2million and
13.5million shares of our common stock, respectively, for aggregate consideration, on a trade date basis, of
$788.8million, $752.7million and $546.2million, 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 December31, 2025, total cash dividend payments were $186.3million. No cash
dividends were paid during the years ended December 31, 2024 or 2023. On February 3, 2026, the Companys
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 8ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables present the components of accumulated other comprehensive loss. For the years
ended December31, 2025, 2024, and 2023, the Companys 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 December31, 2025, 2024, and 2023, there was no tax benefit or provision on the accumulated other
comprehensive loss.
NOTE 9EARNINGS PER SHARE
The following table sets forth the computation of the basic and diluted earnings per share attributable to
Match Group shareholders:
| |
| Years Ended December 31, | |
| 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 shareweighted 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 | |
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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 December31, 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 December31, 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 10STOCK-BASED COMPENSATION
The Company 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 December31, 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 Companys 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 Groups 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 Companys 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
December31, 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 December31, 2025, 2024, and 2023 related to all stock-based compensation is $55.0 million, $28.7
million and $16.3 million, respectively.
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The aggregate income tax benefit recognized related to the exercise of stock options for the years ended
December31, 2025, 2024, and 2023 is $19.8 million, $5.8 million, and $3.2 million, respectively.
Stock Options
Stock options outstanding at December31, 2025 and changes during the year ended December31, 2025
are as follows:
| |
| | December 31, 2025 | |
| | Shares | WeightedAverageExercisePrice | WeightedAverageRemainingContractualTerm (In Years) | AggregateIntrinsicValue | |
| |
| | (Shares and intrinsic value in thousands) | |
| Outstanding at January1, 2025 | 2,712 | $21.39 | | | |
| Exercised | (1,768) | 18.12 | | | |
| Expired | (173) | 39.52 | |
| Outstanding and exercisable at December31, 2025 | 771 | $24.82 | 1.2 | $8,668 | |
The aggregate intrinsic value in the table above represents the difference between MatchGroups 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 December31, 2025. The
total intrinsic value of stock options exercised during the years ended December31, 2025 and 2024 is $28.2
million and $6.9 million, respectively. Cash received from Match Group stock option exercises for the years
ended December31, 2025, 2024, and 2023 was $0.4million, $6.5million, and $13.0million, 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 Companys market performance relative
to other publicly-traded companies, a lattice model that incorporates a Monte Carlo simulation of the
Companys 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 Companys
stock price, a lattice model that incorporates a Monte Carlo simulation of the Companys 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 Companys market
performance relative to certain other publicly-traded companies and for the Value Creation Award is based on
the Companys 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Unvested RSUs, PSUs, and market-based awards outstanding at December31, 2025 and changes during the
year ended December31, 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 January1, 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 December31, 2025 and
2024, based on market prices of Match Groups 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 December31, 2025 and 2024 was
$217.4 million and $239.9 million, respectively. The total fair value of PSUs that vested during the years ended
December31, 2025 and 2024 was $16.8 million and $10.0 million, respectively.
There were 2.8 million and 1.3million market-based awards granted during the years ended December31,
2025 and 2024, respectively. The vesting of the rTSR Awards granted in 2025 and 2024 are dependent upon the
Companys 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 Companys 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
December31, 2025 was $0.8million. No market-based awards vested during the year ended December31,
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 December31, 2025, the number of
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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 3.1million 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 December31, 2025 is $100.5million assuming a 50% withholding tax rate. The corresponding
number of shares and withholding tax amount as of December31, 2024 were 2.9million shares and
$95.3million.
Employee Stock Purchase Plan
The Match Group, Inc. 2021 Global Employee Stock Purchase Plan (the "ESPP") was approved by the
Companys shareholders on June 15, 2021. Under the ESPP, eligible employees may purchase the Companys
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 December31, 2025. At December31, 2025, there were 1.9 million shares available for
future issuance under the ESPP. At December31, 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 December31, 2025, 2024 and 2023, $11.0 million, $6.6million, and $11.7million,
respectively, of stock-based compensation was capitalized related to the development of internal use software.
NOTE 11SEGMENT 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:
| |
| YearsEndedDecember31, | |
| 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 | |
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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:
| |
| YearsEndedDecember31, | |
| 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.
| |
| YearsEndedDecember31, | |
| 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).
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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 | |
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| |
| 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
Revenue by geography is based on where the customer is located. The United States is the only country
from which revenue is greater than 10 percent of total revenue. Geographic information about revenue and
long-lived assets is presented below:
| |
| | YearsEndedDecember31, | |
| | 2025 | 2024 | 2023 | |
| |
| | (Inthousands) | |
| 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 | |
| |
| | December31, | |
| | 2025 | 2024 | |
| |
| | (Inthousands) | |
| 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 | |
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NOTE 12LEASES
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 Companys right to use the underlying assets for the lease term and lease
liabilities represent the present value of the Companys 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 Companys 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 Companys 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 December31, 2025 | Year Ended December31, 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
December31, 2025 and December31, 2024, respectively.
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Maturities of lease liabilities as of December31, 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 $29.3million 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 December31, 2025 | Year Ended December31, 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 13COMMITMENTS 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 managements 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.
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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.coms 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 $257million 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 $14million was made in the quarter ended September 30, 2025.
Irish Data Protection Commission Inquiry Regarding Tinders 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 Tinders compliance with GDPR, focusing on Tinders
processes for handling access and deletion requests and Tinders user data retention policies. On January 8,
2024, the DPC provided us with a preliminary draft decision alleging that certain of Tinders access and retention
policies, largely relating to protecting the safety and privacy of Tinders 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 nominal amount and $60million, 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 Tinders 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 Californias 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 Plaintiffs 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 $60.5million,
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.
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NOTE 14BENEFIT 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 participants eligible earnings up to $10,000, subject to IRS limits on the Companys matching
contribution that a participant contributes to the Match Group Plan.
Matching contributions under the plans for the years ended December31, 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 participants voluntary contributions
are invested under the respective plans.
Internationally, Match Group also has or participates in various benefit plans, primarily defined
contribution plans. The Companys contributions for these plans for the years ended December31, 2025, 2024
and 2023 were $4.7 million, $5.2 million, and $6.4 million, respectively.
NOTE 15CONSOLIDATED FINANCIAL STATEMENT DETAILS
| |
| | December31, | |
| | 2025 | 2024 | |
| |
| | (Inthousands) | |
| 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 | |
| |
| | December31, | |
| | 2025 | 2024 | |
| |
| | (Inthousands) | |
| 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 | |
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| | December31, | |
| | 2025 | 2024 | |
| |
| | (Inthousands) | |
| 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 December31, | |
| 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
| |
| | YearsEndedDecember31, | |
| | 2025 | 2024 | 2023 | |
| |
| | (Inthousands) | |
| Cash paid during the year for interest | $123,973 | $152,890 | $152,481 | |
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 16SUBSEQUENT 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 Azars compliance with Apples updated App Review Guidelines which were
published on February 6, 2026. Specifically, Apple suggested that Azars 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 Companys consolidated revenue for the
years ended December 31, 2025 and 2024, a significant portion of which is processed through Apples 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:
$61million of indefinite-lived intangible asset associated with the Azar brand;
$9million of definite-lived intangible asset associated with the Azar customer list;
$14million of capitalized software development costs associated with the Azar app; and
$83million of goodwill associated with our MG Asia reporting unit, which includes the operations of the
Azar and Pairs brands.
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Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item9A.Controls and Procedures
Conclusion Regarding the Effectiveness of the Companys 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 Rule13a-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 Companys disclosure controls and procedures as
defined in Exchange Act Rule13a-15(e). Based on this evaluation, the CEO and the CFO concluded that the
Companys disclosure controls and procedures were effective as of the end of the period covered by this report.
Managements 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 Rule13a-15(f) under the Exchange Act) for the Company. The Companys
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 Companys internal control over financial reporting as of December31, 2025. In making this assessment, our
management used the criteria for effective internal control over financial reporting described in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission in 2013. Based on this assessment, management has determined that, as of December31, 2025, the
Companys internal control over financial reporting is effective. The effectiveness of our internal control over
financial reporting as of December31, 2025 has been audited by Ernst& YoungLLP, 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 Rule13a-15(d), Match Group management, including
the CEO and the CFO, also conducted an evaluation of the Companys internal control over financial reporting to
determine whether any changes occurred during the quarter ended December31, 2025 that have materially
affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
Based on that evaluation, there has been no such change during the quarter ended December31, 2025.
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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 December31,
2025, based on criteria established in Internal ControlIntegrated 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 December31, 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 December31, 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 December31, 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 Companys 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
Managements Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion
on the Companys 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 companys 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 companys 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 companys 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 & YoungLLP
New York, New York
February 26, 2026
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Item9B.Other Information
Insider Trading Arrangements
During the three months ended December31, 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.
Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
The information required by Part III (Items 10, 11, 12, 13 and 14) has been incorporated by reference to
Match Groups 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 Groups
Code of Ethics is set forth under the caption Item 1BusinessAdditional informationCode 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 Groups 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 Groups
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.
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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.
| |
| |
| ScheduleNumber | | | |
| 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 () orFurnished ()Herewith(asindicated) | |
| ExhibitNo. | Exhibit Description | Form | SECFileNo. | Exhibit | FilingDate | |
| |
| 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 | |
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| |
| | | Incorporated by Reference | Filed () orFurnished ()Herewith(asindicated) | |
| ExhibitNo. | Exhibit Description | Form | SECFileNo. | Exhibit | FilingDate | |
| |
| 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 | |
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| |
| | | Incorporated by Reference | Filed () orFurnished ()Herewith(asindicated) | |
| ExhibitNo. | Exhibit Description | Form | SECFileNo. | Exhibit | FilingDate | |
| |
| 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 | |
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| |
| | | Incorporated by Reference | Filed () orFurnished ()Herewith(asindicated) | |
| ExhibitNo. | Exhibit Description | Form | SECFileNo. | Exhibit | FilingDate | |
| |
| 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 | |
115Table of Contents
| |
| | | Incorporated by Reference | Filed () orFurnished ()Herewith(asindicated) | |
| ExhibitNo. | Exhibit Description | Form | SECFileNo. | Exhibit | FilingDate | |
| |
| 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 December31, 2025 | | |
| 23.1 | Consent of Ernst & Young LLP. | | |
| 31.1 | Certification of the Chief Executive Officer pursuant to Rule13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. | | |
| 31.2 | Certification of the Chief Financial Officer pursuant to Rule13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. | | |
| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002. | | |
| 32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 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 | XBRLTaxonomyExtensionCalculation 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.116SIGNATURESPursuant to the requirements of Section13 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 | |
117Table of ContentsScheduleIIMATCH GROUP, INC. AND SUBSIDIARIESVALUATION AND QUALIFYING ACCOUNTS
| |
| Description | Balance atBeginning of Period | Charges toIncome | | Charges toOther Accounts | | Deductions | | Balance atEnd 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.