GRND 10-K & 10-Q changes, risk factors and insider trading

We believe that the Grindr brands have significantly contributed to the success of our business. Our business and financial performance are impacted by the strength and market perception of our brands. We have achieved significant organic growth mainly through word-of-mouth referrals to our platform, without relying on traditional advertising for user acquisition, and therefore we believe it is critical to ensure that our users remain favorably inclined toward the Grindr brands. InWe addition,have not historically relied on traditional advertising for user acquisition, and there are no guarantees that we will be successful if we choose to do so. We believe that maintaining and evolving our brands is critical to expanding our user base and growing our advertising relationships.

The strength of our brands depends on an array of factors, including our ability to continue to provide useful, fun, reliable, trustworthy, and innovative products and services, which may or may not resonate with our users as successfully as we expect. Our new products and services may not always appeal to our users, which may negatively affect our brand and our ability to attract new users, or upgrade free users to paid accounts. See “—If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products and services or do not convert to Paying Users, our revenue, financial results and business may be significantly harmed.” In addition, the actions of our advertisers or partners may negatively affect our brands if users have a negative impression of such brands or do not have a positive experience using third-party products or services that are advertised on or integrated into our platform. See “—We rely primarily on the Apple App Store and Google Play Store for distribution of and access to our products and services, and as the channels for processing ofsubstantially all direct consumer payments. In addition, access to our products and services depends on mobile app stores and other third parties such as data center service providers, as well as third-party payment aggregators, computer systems, internet transit providers and other communications systems and service providers. If these third parties limit, prohibit, fail to operate, or otherwise interfere with the distribution or use of our products or services in any material way, or if our relationships with Apple, Google, or other such third parties deteriorate, it could materially and adversely affect our business, financial condition, and results of operations.” Moreover, illegal or inappropriate conduct by users, advertisers, partners, or bad actors may adversely affect our brands, particularly if we fail to respond expeditiously to objectionable content or misconduct on our platform or otherwise to address user concerns. See “—Illegal or inappropriate actions by our users or user-generated content could be attributed to us and damage our brand or reputation; subject us to regulatory inquiries, legal action, or other liabilities; or could result in us making changes to our products to mitigate litigation or regulatory risks, which, in turn, could materially adversely affect our business.” We have also experienced, and expect to continue to experience, significant media, legislative, and regulatory scrutiny, as well as litigation, other legal actions, and regulatory investigations, in the U.S. and abroad, regarding user privacy and data protection, interactions between users, and other issues. For example, over the last few years, we have received and responded to inquiries from the Spanish Data Protection Authority, the Slovenian Data Protection Authority, andthe Greek Data Protection Authority, the Austrian Data Protection Authority, and other non-EU data protection authorities, including the Norwegian Data Protection Authority and the UK Information Commissioner’s Office (“ICO”), and various U.S. regulators. See “—We and the third parties with whom we work are subject to varying and rapidly evolving regulatory frameworks on data privacy and data protection, and our (or the third parties with whom we work) actual or perceived failure to comply with such new or evolving regulations has in the past harmed our business and could continue to result in claims, changes to our business practices, damages or monetary penalties, increased cost of operations, or declines in user growth or engagement, any of which could materially harm our business.” These and other inquiries may have harmed our reputation and brands and may seriously harm our reputation and brand in the future. See “—Unfavorable media coverage could materially and adversely affect our business, brand, or reputation.” If events occur that damage our reputation or brands, our business, financial condition, and results of operations could be materially and adversely affected.

Our ability to retain, expand, monetize,engage, and engagemonetize our user base, and to increase our revenue, is correlatedrooted toin our ability to keep pace with user expectations and technological changes in the industry by, among other things, continuing to evolve our existing products and services. We operate in an industry characterized by rapidly changing technologies in response to evolving industry standards,technologies, frequent new product and service announcements and enhancements, and changing user demands, and our competitorscompetitors, including those in the online social networking and dating app industries are constantly developing new technologies and products and services. Our performance will therefore be impacteddetermined by our ability to adapt in response to this environment by, among other things, continuing to improve the speed, performance, features, ease of use, and reliability of our products and services, in response to evolving user demands and competitive dynamics.services. Any failure to keep pace with rapid technological changes could cause us to lose or fail to increase market share and thus have a material adverse effect on our business, financial condition, and results of operations.

Our ability to retain, expand, monetize and engage our user base, and to increase our revenue, depends on our ability to continue to improve our existing products and services. We may introduce significant changes to our existing products and services, including using technologies with which we have little or no prior development or operating experience. For instance, weas arepart continuingof our ongoing efforts to build AI technologies into our services, including generativeharness artificial intelligence (“AI”) and machine learning (“AI/ML”), technologies.including Wegenerative AI, we are creatingbuilding thea Wingman,full-stack technical foundation that we may refer to as Grindr AI (“gAI”), which includes integrated frontend user-facing components and backend components. Utilizing gAI, we have rolled out products like A-List, which is intended to be an assistant helpinghelp users navigate ourtheir appinbox by surfacing relevant chats and enhanceproviding their overall user experience, as well as other featuressummaries that willhelp beusers poweredpick byup Wingman.where they left off. See “—OurWe integrationuse artificial intelligence and machine learning in our products, services, and operations in furtherance of artificialour intelligence-drivengoal features,to includingbecome Wingman,an AI-native company, which may exposeresult usin tooperational aand varietycompliance ofchallenges, legal,legal reputational,liability, operational,reputational concerns, cybersecurity risks, competitive risks, and regulatory risksconcerns andthat could materially and adversely affect our business and results of operations.” We also believe we can further improve our monetization capabilities by diversifying our subscription offerings, introducing more aadd-on laofferings carteand premiumfeature offerings,innovations, and further optimizing our advertising offerings. These efforts, however, may not ultimately be successful or translate into meaningful additional revenue. If we do not continue to innovate and provide attractive products and services to our users, or if we fail to consistently tailor our products and services to accommodate our users’ changing demands, we may not be able to retain or grow a large and active user base or to generate sufficient revenue, operating margin, or other value,value to justify our investments, any of which may materially adversely affect our business.

We are continually evaluating the changing consumer, market, and competitive environment of the community we serve and seeking out opportunities to improve our performance throughby the implementation of selected strategic initiatives. The goal of these efforts is to develop and implementimplementing a comprehensive and competitive business strategy that addressaddressing the needs and wants of our user base. As noted in “Item 1. Business—Our Company”, our product strategy acceleratedcontinued to accelerate in 20242025 as we executed across our product roadmap and we expect to launch a number of new products and services to some, if not all, users in 2025.2026. There is no guarantee that our investment in new products and services, new features, feature innovations, and other initiatives will succeed or generate revenue or other benefits for us. New or innovative products, services, and features may provide temporary increases in engagement that may ultimately fail to attract and retain users over time such that they may not produce the long-term benefits that we expect. We may also introduce new products, services, features, terms of service, or policies and seek to find new, effective ways to show our community new and existing products, and services and alert them to events and opportunities to connect that our users do not like. If our new or enhanced brands, products and services, or product extensions fail to engage users or marketing partners, or if our business plans are unsuccessful, we may fail to attract or retain users or to generate sufficient revenue, operating margin, or other value to justify our investments, any of which may materially adversely affect our business.

WeIn have2025 we also announcedbegan our strategy to exploreoffering new lines of businessproducts to serve the health and wellness needs of our users.users, Anyand expect to continue to expand these offerings and available products in the future. Products and services in health and wellness, including any new products andor services forwe healthmay and wellnessoffer, may subject us to increased regulation and costly compliance efforts. For additional information on certain of the risks associated with our potential entry into health and wellness services and products,products see “—Risks Related to Regulation and Litigation—DependingCompounded on the newdrug products oroffered servicesthrough weour decideplatform are subject to testextensive andregulation, potentially offer, wewhich may beexpose subjectus to fines, penalties, seizures and injunctions under FDAthe orFederal otherFood, regulations,Drug, asand wellCosmetic asAct product(FDCA) liabilityand claims.its implementing regulations.” and “—RiskRisks Related to Regulation and Litigation—Depending on the new services or products we decide to testWe and potentiallyour offer,partners we will beare subject to extensive federal and state healthcare laws and regulations (in addition to the FDCA and FDA regulations) in the operation of our health and wellness services and may be subject to fines, penalties, and injunctions if we or our partners are found to be in violation of any of such laws and regulations.”

The size of our user base and our users’ level of engagement are critical to our success. Our financial performance has been and will continue to be significantly determined by our success in adding and retaining users of our products and services and converting users into paying subscribers or a la carteadd-on payers. We expect that the size of our user base will fluctuate or decline in one or more markets from time to time. AnyIn part because of the network effects of our platform, any decrease in user retention, growth, or engagement could render our products and services less attractive to users, which is likely to have a material and adverse impact on our revenue, business, financial condition, and results of operations. Furthermore, if our user growth rate slows down, our business performance will become increasingly dependent on our ability to retain existing users and enhance user engagement on our platform in current and new markets. Although we have primarily grown our user base organically, attracting and retaining additional users for our products and services may require greater sales and marketing expenditures in the future. If our platform ceases to be one of the most frequently used social networking applications for gay, bisexual, transgender, and queer (“GBTQ”) individuals, or if people do not perceive our products and services to be useful, reliable, and/or trustworthy, we may not be able to attract or retain users, or otherwise maintain their level of engagement.

•we experience decreases in user sentiment related to the quality of our products and services, or based upon concerns related to data privacy and the sharing of user data, data safety, security, use of AI/ML technologies including generative AI,technologies, or well-being, among other factors;

•we fail to address user, legal, or regulatory concerns related to data privacy, data security, use of AI/ML technologies, personal safety, or other factors;

•there are changes mandated by legislation, regulations, or other government actions.actions, or users do not like changes we make or how we otherwise respond to such mandates.

Our platform allows users to connect and communicate with other users. Individuals or groups may engage in illegal or otherwise inappropriate activities, which could adversely affect the public perception of our brand, and ultimately could harm our ability to retain existing users or add new users. We endeavor to detect and address user actions that we suspect may violate our Terms and Conditions of Service, Communities Guidelines, or other policies applicable to our platform, which prohibit, among other things, any form of harassment, hate speech, or violence; other offensive content; profile pictures with nudity; pornography; drugs; impersonation of another person; activities related to minors (including uploading images depicting minors or communicating with another user believed to be a minor); and illegal actions such as the advertising of sexual services or drugs. With a combination of human moderation, user reporting of violations, and automated tooling, our teams endeavor to detect and address suspected or potential violations, and we continue to endeavor to efficiently detect and address these issues in the future, but we may not be successful in doing so. Despite these efforts, there have been in the past, and there could be in the future, a number of incidents where users post or share unauthorized profiledcommunications or content or engage in activities on or through our platform that violate our policies or laws. Our safeguards may not be sufficient or adequate to ensure the safety of our users and this may harm our reputation and brand, especially if any instances of illegal or otherwise inappropriate conduct become well-publicized, as has occurred in the past.

In addition, while our policies attempt to address the illegal or otherwise inappropriate use of our products and services, and we publish and make available resources that provide users with information designed to help protect users’ digital security, personal safety (both on,on and off,off our Grindr platform), and self-care, we do not control what happens ifwhen our users decide to meet in person after connecting on our platform.

Our platform allows users to connect and communicate with other users in the same geographic area or in other geographic areas around the world, including through the RoamTMRoam and BoostExplore features. Users of our products and services have been, and may in the future be, physically, financially, emotionally, or otherwise harmed by other individuals that they have met or may meet through the use of our products and services. For example, we have in the past received, and could in the future receive, complaints about users being assaulted or subjected to other forms of illegal or inappropriate conduct after meeting other users in person through our products and services. When one or more of our users suffers or alleges to have suffered any harm either on our platform or in person after meeting another user on our platform, we have in the past, and could in the future, experience legal action, regulatory investigations, or negative publicity that could damage our brand and reputation. For example, the Fight Online Sex Trafficking Act of 2017 provides potential civil remedies for certain victims of online sex trafficking crimes. Similar events with respect to users of our competitors’ products and services could result in negative publicity for the overall social networking industry, or for LGBTQ-focused social networking platforms more specifically, which could in turn negatively affect our business, financial condition, and results of operations.

Moreover, user-generated content is at the center of our products and services, which enable our users to provide text, location, image, audio, and video content both in their Grindr public profiles and in interactions with other Grindr users. User content or activity may be infringing, illegal, hostile, offensive, harmful, unethical, or inappropriate or may otherwise violate our terms of service. In the past we have been, and in the future may be, subject to lawsuits arising from the conduct of our users, and we may be subject to regulatory enforcement actions relating to user content or actions, including conduct of our users occurring off of our platform but with alleged or actual connections to interactions on our platform. Even if claims against us are ultimately unsuccessful, defending against such claims increases our legal expenses and diverts management’s attention from the operation of our business, which could materially and adversely impact our business and results of operations, and our brand, reputation, and financial results may be harmed.

Congress has been actively considering revisions to both the DMCA safe harbor and Section 230 of the CDA. The current Administration has supported limiting the scope of Section 230 to, among other things, reduce the protection for moderation of user-generated content,content. On December 16, 2025, legislation was introduced in the U.S. House of Representatives and onSenate Januaryto 20,sunset 2025,Section Brendan230 Carr,two whoyears alsoafter supports such limitations, was designated as Chairman of the Federal Communications Commission (“FCC”).enactment. Furthermore, recent litigation involving cloud hosting companies has created uncertainty with respect to the applicability of DMCA protections to companies that host substantial amounts of user content.

In a number of recent cases, U.S. courts have limited and may continue to further limit the protections of Section 230. For example, in August 2024, the U.S. Court of Appeals for the Third Circuit ruled that Section 230 did not immunize TikTok from liability for recommendations of user-generated content made by TikTok’s algorithm. This decision, though currently an outlier,decision increases the risk that we could be subject to legal liability for harms related to user behavior on our platform, including under product liability and other theories. Other courts have also recently adopted narrower interpretations of Section 230’s applicability than in the past, and there are other pending cases before U.S. federal appellate courts and other courts that could limit the scope of Section 230, further increasing the risks we face. For these reasons and others, now or in the future, the DMCA, CDA, and similar provisions—including the First Amendment, on which we also rely—may be interpreted in ways that provide us with incomplete or insufficient protection from claims. We face a number of lawsuits againstand Grindrarbitrations seeking damages for harms suffered by users who communicate with other users on our platform, andincluding whileclaims involving minors. While we cannot predict the outcome of these lawsuits, risks to Grindr are increasing in this area, including as a result of litigation involving other defendants before various courts that could establish precedents affecting the outcome of suits against Grindr. Certain of these matters are at various stages, including at the appellate level following successful motions to dismiss. If our motions to dismiss in one or more of the suits we face are ultimately denied, including after appeals, we could face trials, significant litigation expenses, and potentially significant damages. In addition, some pending user interaction matters have been referred to arbitration. An adverse outcome in one or more of these matters, or the establishment of adverse legal precedent involving other defendants, could have a material adverse effect on our business, financial condition, and results of operations. We could also be legally required or choose to make changes to our services to mitigate the risks from these types of lawsuits, and any such changes could have adverse consequences on our services, users, business, results of operations, and financial condition.

We do not fully or immediately monitor all user content or activities on our platform, so inappropriate content may be posted or shared and problematic activities may occur before we are able to take protective action, which could subject us to legal actions.liability. Even if we comply with actual legal obligations to remove or disable content, we may continue to allow use of our products or services by individuals or entities who others find hostile, offensive, or inappropriate. The activities or content of our users may lead us to experience adverse political, business and reputational consequences, especially if such activities or content attract significant public attention. Conversely, actions we take in response to the activities of our users, up to and including banning them from using our products, services, or properties, may harm our brand and reputation or subject us to legal liability.

In addition to liability based on our activities in the United States, we may also be deemed subject to laws in other countries that may not have the same protections for online platforms or that may impose more onerous obligations on us with respect to the activities of our users or consent provided by such users on our platform, which may impose additional liability or expense on us, including additional theories of intermediary liability. For example, in 2019, the European Union approved a copyright directive that will impose additional obligations on online platforms, and failure to comply could give rise to significant liability. Other recent laws in the UK (online safety, including for minors), Germany (extremist content), Australia (violent content), India (intermediary liability), and Singapore (online falsehoods), as well as other new similar laws, may also expose online services companies like us to significant liability. Globally, many countries have limited or are considering efforts to significantly limit liability protections for online platforms such as ours. We may incur additional costs to comply with these new laws, which may have an adverse effect on our business, results of operations, and financial condition. Potential litigation could expose us to claims for damages and affect our operations.

We collect and process user profiles, precise user locations, and other personal data from our users to provide them with our products and services and to better facilitate connections among our users. Despite the increased level of social acceptance of certain members of the LGBTQ community,community in certain regions over the past several years, being LGBTQ remains stigmatized in many parts of the world and deemed illegal in some.others, Certainand ofanti-LGBTQ oursentiment existingis currently on the rise in many countries. Existing and potential users may prefer not to associate with our platform publicly, not to identify themselves publicly as LGBTQ,GBTQ, not to have assumptions or perceptions formed about their sexual orientation or gender identity, and/or not to have their sexual orientations and gender identities known by others, which may limit our ability to maintain or increase levels of user engagement.

Concerns about being identified or perceived in a certain way, as well as concerns about the collection, use, disclosure, or security of personal data (including chat history), or other privacy-related or other matters, even if unfounded, could damage our reputation and discourage potential users from choosing our platform, all of which may adversely affect our business, financial condition, and results of operations. Our success depends on our ability to access, collect, and use personal data about our users and to comply with applicable privacy and data protection laws.

We receive a high degree of media attention around the world, partly due to the social and cultural sensitivities associated with the particular demographic group thatcommunity we serve, all of which has affected, and could in the future affect, the reputation and market perception of our brand. Regardless of its accuracy or authenticity, negative publicity concerning us, including media coverage regarding the actions of our users on or off our platform, our Terms and Conditions of Service or privacy practices, the quality or safety of our products and services (including, for example, our use of AI/ML technologies including generative AI), minors using our platforms, the actions of our advertisers or other partners, litigation or regulatory activity, and/or the actions of other companies that provide similar services to us, could materially and adversely affect our brand, which could, in turn, materially and adversely affect the size, engagement, and loyalty of our user base; our ability to attract and retain talent; and the number and quality of advertisers that choose to advertise on our platform. For example, since at least 2016, multiple news outlets and research groups have identified ways to allegedly determine the precise geolocation of users of Grindr and similar services. Although our users have the choice not to display their relative location in the Grindr cascade, trilateration (i.e., the process of estimating a user’s location by combining the distance measurement from three points surrounding a user), is a common risk inof location-based apps and could be perceived as a threat to users’ location privacy in some jurisdictions. These risks have led to multiple regulatory inquiries.

The online social networking and dating industries in which we operate are highly and increasingly competitive, particularly as powerful AI tools further reduce barriers to entry and otherwise enable the emergence of AI-powered companion and digital relationship products that may reduce demand for traditional dating or social networking interactions, and if we cannot compete effectively our business will suffer.

The online social networking and dating app industries are highly competitive, with a consistent stream of new products and services and entrants.entrants, particularly as AI tools have significantly lowered the cost of and barriers to building new digital products. We compete primarily with other global platforms that provide dating and networking products and services that have LGBTQ users, such as Tinder and Hinge; non-dating specific social networking platforms such as FacebookFacebook, Instagram and LinkedIn; and LGBTQ-focused providers of casual dating, dating, and networking products and services for LGBTQ users, such as Scruff, Sniffies, Feeld, and PlanetRomeo. Some of our competitors may enjoy better competitive positions in certain geographical regions, with certain user demographics, or in other key areas that we currently serve or may serve in the future. These advantages could enable these competitors to offer products and services that are more appealing to users and potential users than our products and services, or to respond more quickly and/or cost-effectively than we do to new or changing opportunities. In addition, to the extent that some of our competitors were first movers in particular geographic regions, their positions in those regions could create barriers to our entry. Potential competitors include larger companies that could devote greater resources to the promotion or marketing of their products and services, take advantage of acquisition or other opportunities more readily than we do, or develop and expand their products and services more quickly than we do. Potential competitors also include established social media companies, which may develop products and services, features, or services that compete with ours, and which may have easier access to new markets or potential users than we do.

In addition, within the social networking industry more generally, costs for users to switch between products and services are low, and users have a propensity to try new approaches to connecting with other people and to use multiple products and services at the same time. As a result, new products and services, entrants, and business models are likely to continue to emerge.emerge, including AI-enabled platforms that offer alternative forms of connection or companionship that do not rely on facilitating in-person interactions between users. It is possible that a new product could gain rapid scale at the expense of Grindr through harnessing a new technology or distribution channel, or a new or existing distribution channel, creating a new approach to connecting people or some other means. Our competitors may also develop new products, features, or services similar to ours or that achieve greater market acceptance than our products, features, or services; they may undertake more far-reaching and successful product development efforts or marketing campaigns than we do; or they may adopt different go-to-market strategies than we do. Any of these efforts, if successful, may enable our competitors to acquire and engage users at the expense of our user growth or engagement.

We have and may continue to pursue acquisition opportunities or make strategic investments in other companies to continue the growth of our business; however, we may not be successful in pursuing or completing future acquisitions orand integratingmay futurenot acquisitionsrealize in a way that fully realizes theirthe expected benefits toof ourany business.acquisitions or strategic investments.

As part of our growth strategy, we may wish to acquire other companies or assets that expand our user base, enter new product categories, or obtain other competitive advantages.advantages as well as make investments in companies in furtherance of our strategic objectives. However, we may not be able to identify future acquisition candidates or strategic partners that are suitable to our business, obtain financing on satisfactory terms to complete such acquisitions,acquisitions or investments, or we may be subject to antitrust scrutiny for any such potential acquisitions.acquisitions or investments.

Acquisitions and investments include a number of risks, including our ability to project and evaluate market demand, realize potential synergies and cost savings, and make accurate accounting estimates, as well as diversion of management attention. Uncertainties exist in assessing the value, risks, profitability, and liabilities associated with certain companies or assets, negotiating acceptable terms, obtaining financing on acceptable terms, and receiving any necessary regulatory approvalsapprovals. Further, our inability to successfully integrate future acquisitions within the intended time frames or at all could impede us from realizing all of the benefits of those acquisitions and could severely weaken our business operations. Even if the operations of an acquisition are integrated successfully, we may not realize the full benefits of the acquisition, including the synergies, cost savings or growth opportunities that we expect.

In connection with proposed or implemented acquisitionsacquisitions, strategic investments, or similar transactions, we may become subject to scrutiny by various government agencies regarding antitrust and competition laws and regulations in the U.S. and internationally. We have in the past been, and may in the future be, subject to allegations that our actions violate competition laws or otherwise constitute unfair competition in the U.S. or other jurisdictions in which we operate. Any claims or investigations, even if without merit, may be costly to defend or respond to; involve negative publicity; cause substantial diversion of management’s time and effort; and result in reputational harm, significant judgments, fines and other remedial actions against us, require us to change our business practices, make product or operational changes, or delay or preclude planned transactions; product launches; or improvements.

We rely primarily on the Apple App Store and Google Play Store for distribution of and access to our products and services, and as the channels for processing ofsubstantially all direct consumer payments. In addition, access to our products and services depends on mobile app stores and other third parties such as data center service providers, as well as third-party payment aggregators, computer systems, internet transit providers and other communications systems and service providers. If these third parties limit, prohibit, fail to operate, or otherwise interfere with the distribution or use of our products or services in any material way, or if our relationships with Apple, Google, or other such third parties deteriorate, it could materially and adversely affect our business, financial condition, and results of operations.

We distribute our products and services primarily through the Apple App Store and Google Play Store, and we may market and distribute through other platforms in the future. We are subject to the standard terms, conditions, and guidelines of these platforms for app developers, which govern the promotion and distribution of our products and services on their respective platforms. There is no guarantee that app stores and other distribution platforms will continue to feature or make available our products, or that we will be able to comply with the standard terms, conditions, policies, and guidelines of these platforms, such that our products and services continue to be available through these platforms. Even if we believe we are in compliance with all applicable policies, one or more of these platforms may nevertheless decide not to allow us on their platforms because of concerns about reputational, privacy, safety, or other risks we present or for other reasons, in which case our business, financial condition, and results of operations could be materially adversely affected. Apple App Store and Google Play Store have and may continue to impose access restrictions forbased users in Russia and other geopolitical regions in relation to the conflict between Russia and Ukraine or otheron events that are beyond Grindr’s control, such as terrorism, public health crises, or political unrest, which could result in the inability to access and use our products and services and other negative experiences for our users and, in turn, harm our reputation among users and adversely affect our business. In addition, governments in various countries may force or pressure Apple or Google—or Apple or Google may choose—to remove our app from their app stores or otherwise block or limit access to our app in such countries, which could materially adversely affect our users and our business.

Adverse social and political environments for the LGBTQ community in certain parts ofacross the world,globe, including actions by governments, private individuals, or other groups, could limit our geographic reach, business expansion, and user growth, any of which could materially and adversely affect our business, financial condition, and results of operations.

While there has been substantial progress in the recognition and protection of LGBTQ rights in certain parts of the world,world over the past several years, identification as LGBTQ remains stigmatized, marginalized, and deemed illegal in many regions, and the situation is currently getting worse in many places. We have faced and may continue to face serious incidents in which government authorities in certain countries use our products and services to persecute, arrest, and assault LGBTQ individuals under charges of “promoting sexual deviancy” and “inciting immorality,” among others. Relatedly, in some places in the world criminal gangs and individuals may prey upon our users and other members of the LGBTQ community without deterrence because law enforcement may be unwilling to protect LGBTQ people from harm.

In addition, some countries, including Pakistan and the Crimean Peninsula in Ukraine, have banned our products and services and the products and services of other companies that provide services for and promote the LGBTQ community. Access to our Grindr platform in other countries, such as China, Turkey, Lebanon, Indonesia, the United Arab Emirates, Saudi Arabia, and Qatar, may only be available through the use of services such as virtual private networks (“VPNs”), or via home wireless networks, thereby decreasing accessibility to our products and services. Adverse social and political environments for the LGBTQ community could limit our geographical reach, business expansion, and user growth, any of which could materially and adversely affect our business, financial condition, and results of operation.operations.

In addition, government authorities in various countries have in the past and may again in the future seek to block or restrict user access to our products and services,services if they consider us to be in violation of their laws, a threat to public safety, insufficiently cooperative with local law enforcement authorities, or for other reasons, including if they consider the content on our products and services to be immoral or indecent. If content shown on our products and services is subject to censorship, access to our products and services may be restricted (in whole or in part) in one or more countries, we may be required to or elect to make changes to our operations or other restrictions may be imposed on our products and services. If our competitors can successfully penetrate new geographic markets or capture a greater share of existing geographic markets that we cannot access or where we face other restrictions, our ability to retain, expand, and engage our user base and qualify advertisers may be adversely affected, we may not be able to maintain or grow our revenue as anticipated, and our business, financial condition, and results of operations could be materially adversely affected.

Our success depends heavily upon a variety of factors specific to the adult LGBTQGBTQ community that we serve. Changes in the population size, gender distribution, disposable income, and other demographic characteristics of the global LGBTQGBTQ community could have a significant impact on demand for our products and services and our attractiveness to advertisers who pay to reach our user base.

In addition, changes in the demographic characteristics of the LGBTQGBTQ community could result in shifts in its members’ demands and preferences. The significant diversity within the adult LGBTQGBTQ global population further imposes challenges for us to successfully foresee and respond to the changing preferences and interests of this community. Should we fail to adequately foresee and respond to the demands and preferences of the markets we serve, our business, financial condition, and results of operations would be materially and adversely affected.

To sustain our revenue growth, we must monetize our user base by meeting or exceeding their expectations for our products and services in order for them to choose to convert to paid subscribers. Our growth and monetization strategies are constantly evolving. We plan to offer our users more opportunity for engagement, including through more stand-alone for-pay features; feature innovations; additional offers to encourage conversion to premium (fee based) subscriptions; different types of subscription packages; and potentiallythe addition of a new premium tier that is designed to bring our AI-native capabilities together into a differentiated offering for users seeking an enhanced personalized experience. We are also planning to continue to support gayborhood expansion by providing access to services outside of our core product, among other strategies. In addition, we intend to continue to diversify our advertiser portfolio and strengthen the performance of our online self-service advertising system.system, which we believe relies in part on our efforts to improve the market perception of our brand. These efforts might not be successful and may not justify our investment, or we may not be able to pursue them at all. We have limited and may continue to limit the user data shared with third-party advertising partners, which could have a negative effect on our ability to provide relevant ads to users of our free, ad-supported tier and on our ability to generate advertising revenue. In addition, we are continuously seeking to balance our growth objectives and monetization strategies with our desire to provide an excellent user experience, and we may not be successful in achieving a balance that continues to attract and retain users. If our growth and monetization strategies do not generate sustainable revenue, our business, financial condition, and results of operations could be materially adversely affected.

We frequently make product development and investment decisions that may not prioritize short-term financial results, if we believe that the decisions benefit the aggregate user experience and will thereby improve our financial performance over the long term. For example, our Grindr for Equality social impact division helps serve the LGBTQ community and strengthen our brand by advancing health and human rights priorities globally, without focusing on immediate financial returns. Likewise, we occasionally launch features that we cannot monetize (and may never be able to monetize), in order to improve the overall user experience and thus improve our long-term financial performance by driving user engagement and retention, among other potential effects. As part of our gayborhood expansion initiatives, we are also investing in new products and services to address the needs of our users, which may not generate revenue or achieve profitability in the near term or at all. However, these sorts of decisions may not produce the long-term benefits that we expect, in which case our user growth and engagement, our relationships with partners and advertisers, and our business, financial conditions, and results of operations could be materially adversely affected.

We currently generate a portion of our revenue from advertising on our products and services, which is presented in our indirect revenue. We attract third-party advertisers because of our extensive GBTQ user base worldwide, among other factors. Any decrease or slower growth in our user base or user engagement may discourage new or existing advertisers from advertising on our products and services. The advertisers and advertising platforms control their respective development and operation, and we have little input, if any at all, into how their platforms operate. In addition, we largelyhave doonly not havelimited control over the type of advertisers or the content of their advertisements on our platform. Any deterioration in our relationship with these platforms, any changes in how they operate their platforms or in the requirements regarding the content on our platform, or any deterioration in the platforms’ relationships with advertisers that advertise on our platform may materially adversely affect our advertising revenue. Any loss of existing advertisers or failure to attract new advertisers will materially adversely affect our business, financial condition, and results of operations.

Our advertisers typically do not have long-term advertising commitments with us. The majority of our advertisers spend only a relatively small portion of their overall advertising budget with us. In addition, certain advertisers may view some of our products and services as controversial, experimental, or unproven. Advertisers will not continue to do business with us, or they will reduce the prices they are willing to pay to advertise with us, if we do not deliver ads and other commercial content in an effective manner, or if they do not believe that their investment in advertising with us will generate a competitive return relative to other alternatives. Although most of our advertisers represent a relatively small portion of our overall advertising revenue, we also have certain advertisers that may account for a more significant portion of our total advertising revenues in a given period. The loss of one or more of these significant advertisers, a reduction in their advertising spend, or adverse changes in the terms of our arrangements with them could negatively impact our business. Moreover, we rely on the ability to collect and disclose data and metrics for our advertisers to attract new advertisers and retain existing advertisers. Restrictions, whether by law, regulation, policy, or any other reason, on our ability to collect and disclose data to our advertisers may impede our ability to attract and retain advertisers. Our ability to collect and disclose data may also be adversely affected by third parties, such as third-party publishers and platforms. See “— If the use of third-party cookies or other tracking technology is rejected by our users, restricted by third parties outside of our control, or otherwise subject to unfavorable regulation, our performance could be negatively impacted and we could incur significant revenue loss or increased costs.”

•adverse legal developments or user sentiment relating to advertising, online safety, data privacy, artificial intelligence, and collection of personal data for targeted advertising purposes, including legislative action, regulatory developments, and litigation; or

We have significant internationally-sourced revenue and plan to continue theexpanding our monetization efforts internationally, including through the translation of our products and services. As of December 31, 2024,2025, we distribute the iOS and Android versions of our Grindr mobile application in 9 and 21 languages, respectively, and had registered users in most countries and territories in which the Apple App Store and Google Play Store operate. Our international revenues represented 42.2%42.2%, 42.2%, and 41.7% of total revenue for the years ended December 31, 20242025, 2024, and 2023, respectively. If we fail to deploy, manage, or oversee our international expansion successfully, our business may suffer.

Some or all of our products or services may not be permitted or made available in certain markets due to legal and regulatory restrictions and societalgovernment perceptionsopposition ofto LGBTQ identities. See “—Adverse social and political environments for the LGBTQ community in certain parts ofacross the world,globe, including actions by governments, private individuals, or other groups, could limit our geographic reach, business expansion, and user growth, any of which could materially and adversely affect our business, financial condition, and results of operations.”

Moreover, geopolitical tensions in or involving countries in which we operate, may prevent us from operating in certain countries or increase our costs of operating in those countries. In addition, if enforcement authorities demand access to our user data, our failure to comply could lead to our inability to operate in such countries or other punitive acts. For example, in 2018, Russia temporarily blocked access to the messaging app Telegram after it refused to provide access to the Russian government to encrypted messages.

Our business could be materially adversely affected by the outbreak of a widespread health epidemic or pandemic, including the COVID-19 pandemic, the mpox outbreak,mpox, and other newly declared public health emergencies. The COVID-19 pandemic reached across the globe, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus. While some of these measures have been relaxed in various parts of the world, future preventionPrevention and mitigation measures, as well as the potential for some of these measures to be reinstituted in theconnection eventwith ofany repeatfuture wavespandemic of the virus, are likely tocould have an adverse impact on global economic conditions and consumer confidence and spending, as well as on the ability or willingness of people who connect on our platform to meet in person, and could materially adversely affect demand, or our users’ ability to pay, for our products and services. The mpox outbreak spread to many regions of the world, including to regions where we conduct our business operations. The spread of similar outbreaks and public health emergencies could result in declines in our user base and user activity, which could have a material adverse effect on our business operations and financial results.

A public health epidemic, pandemic or public health emergency, including the COVID-19 pandemic and the mpox outbreak,emergency poses the risk that we or our employees, contractors, vendors, and other business partners may be prevented or impaired from conducting ordinary course business activities for an indefinite period, including due to shutdowns necessitated for the health and well-being of our staff or the staff of business partners, or shutdowns that may be requested or mandated by governmental authorities. A widespread epidemic, pandemic, or other health crisis could also cause significant volatility in global markets and could reduce our ability to access capital and thereby negatively impact our liquidity.

Our future success will depend upon our continued ability to identify, hire, develop, motivate, and retain highly skilled individuals,team members, with the continued contributions of our senior management being especially critical to our success. We face intense competition in the industry for well-qualified, highly skilled employees; our continued ability to compete effectively depends, in part, upon our ability to attract and retain outstanding employees. While we have established programs to attract new employees and provide incentives to retain existing employees, particularly our senior management, we cannot guarantee that we will be able to attract new employees or retain the services of our senior management or any other key employees in the future. Additionally, we believe that our culture and core values have been, and will continue to be, key contributors to our success and our ability to foster the innovation, creativity, and teamwork that we believe we need to support our operations. If we fail to effectively manage our hiring needs and successfully integrate our new hires,hires; or if we fail to effectively manage the remainder ofoperationalize our shiftplans to abecome hybridan workAI-native model involving a multi-phase return-to-office plan, announced in the fall of 2023, largely completed by January 2024organization and expectedimplement to“Grindr fullyMode” conclude— byour springoperating 2025,philosophy centered on clear accountability, high productivity, rapid decision-making, and increased managerial leverage — among other factors, our efficiency and ability to meetexecute on our forecastsstrategy and our ability to maintain our culture, employee morale, productivity, and retention could suffer, and consequently, our business, financial condition, and results of operations could be materially adversely affected.

Finally, our effective succession planning and execution willmay be important to our future success. If we fail to ensure the effective transfer of senior management knowledge and to create smooth transitions involving senior management across our various businesses, our ability to execute on short and long term strategic, financial, and operating goals, as well as our business, financial condition,conditions, and results of operations generally, could be materially adversely affected.

Unionization activities and employment-related litigation may disrupt our operations and adversely affect our business.

Although none of our employees are currently covered under a collective bargaining agreement, our employees may elect to be represented by labor unions. In July 2023, a labor union filed an election petition with the National Labor Relations Board (“NLRB”) seeking to represent certain of our employees. Acting on the petition, the NLRB conducted a secret-ballot election in November and December 2023, which remained ongoing as of December 31, 2024,2025, due to outstanding challenged ballots. On November 1, 2024, the local regional office of NLRB issued a complaint on certain unfair labor practice charges, whichand a hearing commenced in May 2025 and is currently scheduledongoing forand ais hearingexpected into latecontinue Marchthrough 2025.at least April 2026. This complaint is the first step in the administrative process and is not a finding of any wrongdoing, nor is it a decision or ruling of the NLRB. If a significant number of our employees were to become unionized, our labor costs could increase and our business could be negatively affected by other requirements and expectations that could increase our costs, reduce innovation, change our company culture, decrease our flexibility, and disrupt our business.business, and existing or potential investors could decide to sell or not buy our stock. In addition, a labor dispute or union campaign involving some or all of our employees,employees may harm our reputation, disrupt our operations, and result in legal expenses.

We rely on key operating metrics, some of which are derived from third partythird-party data sources, that have not been independently verified to manage our business. We may periodically change our metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.

We regularly review metrics, such as Average MAUs and Average Paying Users, to evaluate growth trends, measure our performance, and make strategic decisions. For example, Average MAUs are calculated using unique devices that demonstrate activity on our Grindr platform on a calendar month basis; the devices counted may not exactly reflect the number of Grindr users. Average MAUs are also calculated using internal company data gathered in part on analytics platforms that we developed or deployed and operate, and an independent third party has not validated those platforms or the resulting data. In addition, our internal systems measure Average MAUs by detecting user activity when users open our Grindr platform on their devices, regardless of whether they engage in further activities using the application. Therefore, this metric cannot measure the degree to which our users use our products and services, or accurately estimate the impact that the amount of usage may have on our financial results. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating and Financial Metrics” for more details. While Average MAUs and otherour operating metrics are based on what we believe to be reasonable estimates for the applicable periods, there are inherent challenges in measuring how our products and services are used across large populations globally and in accounting for spam accounts and bot accounts (as opposed to genuine users). Grindr does not have full control over the software or hardware on the user'suser’s mobile device. Therefore, the technology that runs in the background on certain mobile devices may cause our system to miscount the user metrics associated with the Grindr account. In addition, our ability to accurately calculate certain user metrics depends on data received from third-parties, including the Apple and Google app stores, which we are not able to independently verify. The methodologies used to measure these metrics require significant judgment and are also susceptible to algorithmic or other technical errors. In addition, we continually seek to enhance the accuracy of our estimates of user activity, and those estimates may change due to enhancements or other changes in our methodology.

Errors or inaccuracies in our metrics or data could result in incorrect business decisions and inefficiencies. For instance, if a significant understatement or overstatement of Averageone MAUsof our key operating metrics were to occur, we may expend resources to implement unnecessary business measures or fail to take required actions to attract a sufficient number of users to achieve our growth goals. We continually seek to address technical challenges in our ability to record such data and improve our accuracy. StillStill, given the complexity of the systems involved, the rapidly changing nature of mobile devices and systems, how our platform manages identity, and the way our users use the Grindr platform, we expect these issues to continue. We have in the pastexplored and may again in the future expect to continue exploring andexplore developing an alternative user identifier in an effort to capture different use cases on our platform, such as when a user logs into their account from multiple devices or when users periodically uninstall and then reinstall our Grindr mobile application. This identifier may not apply retroactively to historical data and may be subject to additional regulatory requirements. This technology is still nascent, and itIt may be some time before we determine whether the resultantresulting data is reliable or useful. To the extent we switch to reporting MAUuser data in the future based on this alternative identifier, it may be difficult for investors to evaluate period over period comparisons of these metrics. We may periodically change the metrics we use for internal or external reporting. If customers, advertisers, platform partners, or investors do not perceive our user, geographic, or other demographic metrics to be accurate representations of our user base or user engagement, or if we discover material inaccuracies in our user, geographic, or other demographic metrics, our reputation may be seriously harmed. Users, platform partners, and investors may be less willing to allocate their resources or spending to our Grindr platform, any of which could materially negatively affect our business, financial condition, and results of operation.operations.

We operate in various international markets. DuringOur international revenues represented 42.2%, 42.2%, and 41.7% of total revenue for the years ended December 31, 2025, 2024, and 2023, our international revenue represented 42.2% and 41.7% of our total revenue, respectively. We remeasure international revenues into U.S. dollar-denominated operating results, and during periods of a strengthening U.S. dollar,dollar our international revenues will be reduced when remeasured into U.S. dollars. In addition, as foreign currency exchange rates fluctuate, remeasuring our international revenues carried out in a currency other than the U.S. dollar into U.S. dollar-denominated operating results affects the period-over-period comparability of such results and can impact our results of operations. Significant foreign exchange rate fluctuations, in the case of one currency or collectively with other currencies, could materially adversely affect our business, financial condition, and results of operations.

In addition, given the cyclical nature of the global economy, a recessionary period may occur in the future, which could negatively affect our business, financial condition, and results of operations. The ongoing U.S.-China trade tension and other international diplomatic issues,issues as well as geopolitical conflicts, including the military conflict involving Russia and Ukraine and the war involving Israel and Hamas, and the economic sanctions imposed on Russia,conflicts present additional uncertainties for the U.S. and global economies. In addition, our operations and access to capital may be impacted by disruptions to the banking system and financial market volatility. There can be no assurances that future economic conditions in the U.S. or elsewhere around the world will be favorable to our business.

TheExpansion into the travel sector isinvolves verysignificant competitiverisks, including intense competition and if,potential asliabilities partand ofrisks ourfrom gayborhoodstrategic expansion strategy, we launch products or services in this sector we may fail to compete effectively,partnerships, which could negatively impact our financial performance.performance and results of operations.

Grindr Inc.’s (“Grindr”, “we”, “us”, “our” or the “Company”) mission is to build the Global Gayborhood in Your Pocket™, and, through our success, to make a world where the lives of our global LGBTQ community are free, equal, and just. We manage and operate the Grindr platform, a global social networking platform primarily serving and addressing the needs of gay, bisexual, and sexually explorative adults around the world. We had 15.0 million, 14.2 million, and 13.3 million Average MAUs for the years ended December 31, 2025, 2024, and 2023, respectively. Additionally, we had 1.3 million, 1.1 million, and 0.9 million Average Paying Users for the yearyears ended December 31, 2025, 2024, as compared to 13.3 million Average MAUs and 9372023, thousand Average Paying Users for the year ended December 31, 2023.respectively. Through gayborhood expansion initiatives, we are developing new products and services for users to engage with through the Grindr platform, which include new partnership-based digital versions of services typically found in physical gayborhoods. Our social impact division, Grindr for Equality, advances human rights, health, and safety for millions of lesbian, gay, bisexual, transgender, and queer (“LGBTQ”) people in partnership with organizations in every region of the world.

The Grindr mobile application is free to download and provides certain services and features to Grindr’s users at no cost. We also offer a variety of additional controls and features for users who enroll in our paid subscriptions and add-on products. A substantial portion of our revenue is from direct revenue, representing 84.4%83.3%, 84.4%, and 86.8% of total revenue for the years ended December 31, 20242025, 2024, and 2023, respectively. Direct revenue is derived from users in the form of subscription fees, providing our users access to a variety of features for the period of their subscription. Our current subscription offerings are Grindr XTRA and Grindr Unlimited. We utilize a freemium model to drive increased user acquisition, subscriber conversions, and monetization on the Grindr platform. We also offer premium add-ons on a pay-per-use, or a-la-carte, basis. Leveraging strong brand awareness and our significant user network stemming from our first mover advantage in the gay, bisexual, transgender, and queer (“GBTQ”) social networking industry, our historical growth in number of users has been driven primarily by word-of-mouth referrals and other organic means.

In addition to our revenue generated from subscription fees and premium add-ons, we also generate indirect revenue, representing 15.6%16.7%, 15.6%, and 13.2% of total revenue for the years ended December 31, 20242025, 2024, and 2023, respectively. Indirect revenue includes both first-party and third-party advertising. We provide advertisers with the opportunity to directly reach the GBTQ community, a group with significant global purchasing power and economic potential. We have attracted advertisers from a diverse array of industries, including healthcare, entertainment, gaming, travel, and consumer goods. We offer our partners a diverse range of advertising opportunities to advertisers, including in-app banners, full-screen interstitials, and other customized units, typically sold on a cost per mille (“CPM”) basis. Additionally, we contract with a variety of third-party advertising platforms to market and sell digital advertising inventory available on the Grindr platform. We will continue to evaluate opportunities to increase advertising inventory by both enhancing and differentiating our advertising offerings in addition to scaling our advertising volume.

We generated $439.9 million, $344.6 millionmillion, and $259.7 million of revenue, for the years ended December 31, 20242025, 2024, and 2023, respectively, representing a year-over-year growthincrease of 27.6% in 2025 compared to 2024, and year-over-year increase of 32.7% asin 2024 compared to 2023. We had 1.1 million and 0.9 million Average Paying Users, for the years ended December 31, 2024 and 2023, respectively, representing year-over-year growth of 14.8% as compared to 2023.

While we have users in over 190 countries and territories, our core markets are currently North America and Europe, from which together we derived 84.7% and 85.1% of our total revenues for the years ended December 31, 2024 and 2023, respectively. We intend to grow our user base and revenues by continuing to introduce new and innovative products and services to all of our users across the globe.

In July 2023, the Communications Workers of America AFL-CIO (“CWA”) filed an election petition with the National Labor Relations Board (“NLRB”) seeking to hold a representation election for certain classifications of our employees. CWA subsequently filed several unfair labor practice charges against us with the NLRB, including a request for injunctive relief under Sec. 10(j) of the National Labor Relations Act. Regarding the election petition, the NLRB conducted a secret mail-ballot election and held partial vote counts in November and December 2023. As of the date of filing of this Annual Report, the NLRB has not completed tallying all the votes from the election as there are numerous outstanding challenged ballots. In addition, on November 1, 2024, the local regional office of NLRB issued a complaint on the unfair labor practice charges,charges. which is scheduled for aA hearing commenced in May 2025.2025 and is expected to continue through at least April 2026. This complaint is the first step in the administrative process and is not a finding of any wrongdoing, nor is it a decision or ruling of the NLRB.

Consolidated Results for the Years Ended December 31, 20242025, 2024, and 2023

For the years ended December 31, 20242025, 2024, and 2023, we generated:

•Revenue of $439.9 million, $344.6 millionmillion, and $259.7 million, respectively.respectively, Therepresenting a year-over-year increase forof the$95.3 yearmillion, endedor December27.6%, 31,in 2025 compared to 2024, and year-over-year increase of $84.9 million, or 32.7%, in 2024 compared to the year ended December 31, 2023 was $84.9 million, or 32.7%.2023.

•Net income of $94.8 million, net loss of $131.0 millionmillion, and $55.8net million,loss of $55.8, respectively. The increase for the year ended December 31, 2024 compared to the year ended December 31, 2023 was $75.2 million. This resulted in a net income (loss) margin of 38.0%21.5%, (38.0)%, and 21.5%,(21.5)%, respectively.

•Adjusted EBITDA of $195.6 million, $147.3 millionmillion, and $110.2 million, respectively.respectively, Therepresenting a year-over-year increase forof the$48.3 yearmillion, endedor December32.8%, 31,in 2025 compared to 2024, and year-over-year increase of $37.1 million, or 33.7%, in 2024 compared to the year ended December 31, 2023 was $37.1 million, or 33.7%. This resulted in an Adjusted EBITDA margin of 42.7% and 42.4%, respectively.2023. See “Management’s Discussion and Analysis of Financial Condition and Result of Operations—Non-GAAP Financial Measures—Adjusted EBITDA” for more details on the calculations and reconciliations.

(1)See “—Non-GAAP Financial Measures” below for additional information and reconciliations of non-GAAP financial measures to the most comparable GAAP financial measures.

Our results of operations and financial condition have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in Part 1, Item 1A. “Risk Factors” in this Annual Report.

We acquire new users through investments in generating brand awareness, as well as through word of mouth from existing users and others. We convert these users to Paying Users by offering premium features that maximize the probability of developing meaningful connections, improve the user experience, and provide more control over the experience. For the years ended December 31, 20242025, 2024, and 2023, our Average Paying Users were 1.3 million, 1.1 millionmillion, and 0.9 million, respectively, representing ana year-over-year increase of 16.9% in 2025 compared to 2024, and a year-over-year increase of 14.8% year-over-year.in 2024 compared to 2023. We grow Paying Users by acquiring new users and converting new and existing users to purchasers of one of our subscription plans or our add-on offerings. As we scale and our community grows larger, we seek to facilitate more meaningful interactions as a result of the wider selection of potential connections. This in turn increases our product value and can increase conversion to one of our paid products. Our revenue growth depends on growth in Paying Users. While we believe we are in the early days of our opportunity, at some point we may face challenges increasing our Paying Users, including competition from alternative products and services and lower adoption of certain product features.

Key investment areas for us include continuing to expand and enhance our team as well as enhancing our platform and increasing the value we provide our users. Part of our efforts are focused on introducing new products, improving pricing and packaging, and localizing our products in international markets. We are also harnessing artificial intelligence and machine learning, which we refer to as AI/ML, along with prioritizing security and privacy, and improving matching capabilities for successful connections. As part of these ongoing efforts, we are building a full-stack technical foundation that we refer to as Grindr AI (“gAI”), consisting of a data model layer, technical architecture layer, and a consumer application layer, in order to deliver a differentiated, high-impact user experience.

Our business relies on our ability to attract and retain talent, including, but not limited to, engineers, data scientists, product designersdesigners, and product managers. As of December 31, 2024,2025, we had 147165 employees globally, 142160 of which were full-time employees. In 20242025, we expandedcontinued to expand and enhancedenhance our team with new employees and contractors. In doing so, we significantly grew the size of our engineering team, including with the additionexpansion of a dedicated contractor team in Colombia consistingto of 2029 full-time engineers as of December 31, 2024.2025. We will continue to selectively supplement immediate capacity and product development needs with contractors, particularly in supporting our engineering function. By building a performance-driven culture, we want to unleash Grindr’s and each of our employees’ full potential. In 2025, weWe intend to continue to focus on adding talent at a measured pace, especially in applied science, data engineering, and artificial intelligence and machine learning. We believe that many people want to work at a company committed to creating a world that is fair, equal, and just for the global LGBTQ community and that aligns with their personal values, and therefore our ability to recruit and retain talent is aided by our mission and brand reputation. We compete for talent within the technology industry.market and believe our operating culture is a key differentiator in attracting, developing, and retaining high-performing employees.

Our ability to maintain consistently high advertiser demand for our platform can be affected by temporary trends in advertisers’ appetites to engage with our users or our brand. For example, events that result in temporary positive or negative publicity for our companycompany, (even if unfounded)unfounded, may play a significant role in our advertisers’ desire to continue to advertise on our platform. Further, general economic conditions may lead to changes in advertising spending in general, which could have a significant impact on our results of operations. Such fluctuations in advertising demand are often unpredictable and likely temporary, but nevertheless could have a significant impact on the financial condition of our business.

In 2023, our leadership team announced a transition to a hybrid work model involving a multi-phase return-to-office plan (“RTO Plan”) beginning in the fall of 2023, which was largely completed by January 20242024, and we expect towas fully concludeconcluded by springApril 30, 2025. Our hybrid work model requires employees to work two days per week in offices where their respective teams are based. The RTO Plan provided employees with a one-time relocation package to support relocation if necessary, or separation packages for employees who chose not to relocate or participate in our RTO Plan. The RTO Plan temporarily resulted in (i) lower headcount, (ii) a greater reliance on contractors and other services, and (iii) higher severance expenses in 2023, and lower people related costs. In 2024, we expanded and enhanced our team while selectively supplementing immediate capacity and product development needs with contractors, particularly in supporting our engineering function.

The Grindr platform has MAUs in over 190 countries and territories. Our international revenues represented 42.2%42.2%, 42.2%, and 41.7% of total revenue for the years ended December 31, 20242025, 2024, and 2023, respectively. We vary our pricing to align with relative value to local competitors. Our international businesses typically earn revenues in local currencies. In addition, some of the platforms we work with utilize internally generated foreign exchange rates that may differ from other foreign exchange rates, which could impact our results of operations.

We currently generate revenue from two revenue streams — direct revenue and indirect revenue. Direct revenue is revenue generated by our users who pay for subscriptions or premium add-ons to access premium features. Indirect revenue is generated by third parties who pay us to advertise to our users. As we continue to expand our revenue streams, we anticipate increasing monetization from premium add-ons and subscription offerings, contributing to an increase in direct revenue over time, and increasing our advertising inventory, contributing to an increase in indirect revenue over time.

Direct Revenue. Direct revenue is reported gross of distribution fees for subscriptions and premium add-ons as we are the primary party obligated in our transactions with customers, and we act as the principal. Our subscription revenue is generated through the sale of subscriptions that are currently offered or renewed in one-week, one-month, three-month, six-month and twelve-month periods. Customers pay in advance, primarily through mobile app stores, including Apple and Google Play, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Subscription revenues are recognized ratably over the term of the subscription. Premium add-on revenue is generated through the sale of an add-on feature on a pay-per-use, or a-la-carte, basis. Premium features are activated upon purchase and are available to use by the customer for a short duration, generally,generally within one day. Revenue from premium add-ons is recognized upon usage of the premium add-on. Direct revenue is recorded net of taxes, credits, and chargebacks.

Product development expense. Product development expense consists primarily of employee-related and contractor costs for personnel engaged in the design, development, testing, maintenance, and enhancement of product offerings, related technology, and related software costs.

Interest expense, net. Interest expense, net consists of interest expense incurred in connection with our long-term debt and revolving credit facility, net of interest income receivedearned on acash promissoryand notecash toequivalents aincluding member.money market funds and U.S. treasury bills.

Other income (expense) income,, net. Other income (expense) income,, net consists of realized and unrealized exchange rate gains or losses.

LossGain (loss) in fair value of warrant liability. LossGain (loss) in fair value of warrant liability represents the change in fair value of our public and private warrants. As the private warrants are substantially similar to the public warrants, all of the warrants are remeasured from the publicly traded quotes from the active market. In February 2025, we completed the redemption of all outstanding public and private warrants.

For the years ended December 31, 20242025, and 2023,2024, direct revenue was $290.9$366.3 million and $225.3$290.9 million, respectively. The increase in direct revenue of $65.6$75.4 million, or 29.1%,25.9%, was driven by year-over-year increases in ARPPU of $2.48$1.72 and in Average Paying Users of 139182 thousand. Year-over-year growth for revenue was driven by enhanced paywall optimizations and merchandising strategies throughout the year,strategies, which strengthened subscription adoption across our XTRA and Unlimited tiers, and fueled continued demand for our premium add-ons. WeeklyThere XTRAis wasa introducedcontinued lateperiod-over-period in the second quartergrowth of 2023 andour weekly Unlimited was introduced late in the first quarter of 2024. Introducing our shorter duration weekly products gave our users lower priced options for both XTRA and Unlimited subscriptions. ARPPU increased by 12.4%,7.6%, or $2.48,$1.72, to $24.25 for the year ended December 31, 2025, from $22.53 for the year ended December 31, 2024, from $20.05 for the year ended December 31, 2023.2024. Our ARPPU increased as a result of improved product mix, with higher revenue generated by subscription products with higher average monthly-equivalent price, such as weeklyWeekly Unlimited. WeARPPU expectincreased ARPPUprimarily due to fluctuatepricing optimization efforts, supplemented by improvements in theproduct near-termmix. asWe weexpanded continueour pricing experiments to testa differentbroader subscriptionshare optionsof acrossthe differentsubscriber pricebase pointsin andkey focusmarkets, on generatingwith more Payingpurchasers Users.choosing to shift into higher prices. For the year ended December 31, 2024,2025, Average Paying Users increased by 139182 thousand, from 9371.1 thousandmillion for the year ended December 31, 2023,2024, to 1,0761.3 thousandmillion for the year ended December 31, 2024.2025.

For the years ended December 31, 20242025, and 2023,2024, indirect revenue was $53.7$73.6 million and $34.4$53.7 million, respectively. The increase in indirect revenue of $19.3$19.9 million, or 56.1%,37.1%, was primarily driven by growthincreased scale in first-partyprogrammatic advertisingadvertising, higher ad load, and revenuegrowing demand from interstitialdirect advertisingbrand frompartners, ourwith third-partyinternational advertisingmarkets platforms.outperforming First-party advertising was driven by existing advertisers continuing to make significant investments and by increasing the number of first-party advertisers on the platform.overall.

Selling, general and administrative expense for the years ended December 31, 20242025, and 2023,2024, was $114.7$143.3 million and $80.4$114.7 million, respectively. The $34.3$28.6 million increase, or 42.7%,24.9%, was primarily due to higheran personnelincrease relatedin personnel-related expenses of $26.9$14.2 million from the increased headcount,stock-based includingcompensation expense of $9.6 million and salaries and benefits expense of $5.3 million; an increase of $18.9$6.6 million in stock-based compensation expense primarily related to executive incentive awards,professional and legal expenses; an increase of $8.1 million in employee compensation. There was also an increase of $7.1$2.9 million in marketing expenses to expand our branding efforts; and an increase of $3.3$2.1 million in contractor expenses to support scaling our team. This increase was partially offset by a decrease in professional fees and legal fees of $2.9 million and $1.4 million respectively.expenses.

Product development expense for the years ended December 31, 20242025, and 2023,2024, was $32.8$48.9 million and $29.3$32.8 million, respectively. The $3.5$16.1 million increase, or 11.9%,49.1%, was primarily relateddue to aan $6.7increase in personnel-related expenses of $10.4 million from increase in stock-based compensation expense of $7.6 million and salaries and benefits expense $2.7 million, and an increase in contractor fees of $6.4 million to support the engineering function while scalingwe thecontinue sizeto ofscale our team and an increase of $2.6 million in stock-based compensation expenses. This increase was partially offset by a decrease in personnel related expenses primarily driven by $7.8 million of severance expenses incurred in 2023 related to our RTO Plan with no comparable costs in 2024.team.

Depreciation and amortization for the years ended December 31, 20242025, and 2023,2024, was $16.9$8.9 million and $27.0$16.9 million, respectively. The $10.1$8.0 million decrease, or 37.4%,47.3%, was primarily due to acquired intangibles amortization from an acquisition in June 2020. There was a $5.3 million decrease due to technology intangibles that had a three-year useful life, which were fully amortized in the second quarter of 2023, and a $4.4$6.4 million decrease due to customer relationship intangibles that were amortized under an accelerated amortization schedule, with higher amounts expensed in 2023.2024. Additionally, customer relationship intangibles were fully amortized in June 2025.

Interest expense, net for the years ended December 31, 20242025, and 2023,2024, was $25.6$17.6 million and $46.0$25.6 million, respectively. The $20.4$8.0 million decrease, or 44.3%,31.3%, was primarily due to lowera debtdecrease balancesin andinterest expense of $4.7 million from lower interest rates underand lower debt balances prior to an amendment to the 2023 Credit Agreement enteredin intoDecember 2025. Additionally, the decrease is due to an increase of interest income of $3.3 million primarily from an increased balance in Novemberour 2023.investment in U.S. treasury bills.

OtherInterest (expense) income,expense, net for the years ended December 31, 20242024, and 2023, was net other expense of $0.7$25.6 million and net other income $0.1$46.0 million, respectively. The $20.4 million decrease, or 44.3%, was primarily due to lower debt balances and lower interest rates under our Credit Agreement.

ThereExcept as set forth below, there have been no material changes from the risk factors previously disclosed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. We have revised the risk factors set forth below to reflect additional products we have begun to offer, or expect to offer soon, in connection with our Woodwork telehealth service.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. In addition to the unaudited condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs and expectations that involve risks and uncertainties. Our actual results and the timing of events could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed below andbelow, elsewhere in this Quarterly Report on Form 10-Q, particularly in “Special Note Regarding Forward-Looking Statements.Statements,” and under “Risk Factors,” set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and any updates thereto set forth in Quarterly Reports on Form 10-Q filed thereafter.

Grindr Inc.’s (“Grindr”, “we”, “us”, “our” or the “Company”) mission is to build the Global Gayborhood in Your Pocket™, and, through our success, to make a world where the lives of our global LGBTQ community are free, equal, and just. We manage and operate the Grindr platform, a global social networking platform primarily serving and addressing the needs of gay, bisexual, and sexually explorative adults around the world. We had 1.4 million Average Paying Users for the three and six months ended MarchJune 31,30, 2026, as compared to 1.2 million Average Paying Users for the three and six months ended MarchJune 31,30, 2025. Through gayborhood expansion initiatives, we are developing new products for users to engage with through the Grindr platform, which include new partnership-based digital versions of services typically found in physical gayborhoods. Our social impact division, Grindr for Equality, advances human rights, health, and safety for millions of lesbian, gay, bisexual, transgender, and queer (“LGBTQ”) people in partnership with organizations in every region of the world.

The Grindr mobile application is free to download and provides certain services and features to Grindr’s users at no cost. We also offer a variety of additional controls and features for users who enroll in our paid subscriptions and add-on products. A substantial portion of our revenue is from app-based revenue, previously referred to as direct revenue,revenue representing 82.1%82.0% and 85.2%83.4% of total revenue for the three months ended MarchJune 31,30, 2026, and 2025, respectively, and 82.0% and 84.3% of total revenue for the six months ended June 30, 2026, and 2025, respectively. App-based revenue is derived from users in the form of subscription fees, providing our users access to a variety of features for the period of their subscription. Our current subscription offerings are Grindr XTRA and Grindr Unlimited. We utilize a freemium model to drive increased user acquisition, subscriber conversions, and monetization on the Grindr platform. We also offer consumables on a pay-per-use, or a-la-carte, basis. Leveraging strong brand awareness and our significant user network stemming from our first mover advantage in the gay, bisexual, transgender, and queer (“GBTQ”) social networking industry, our historical growth in number of users has been driven primarily by word-of-mouth referrals and other organic means.

In addition to our revenue generated from subscription fees and consumable purchases, we also generate advertising revenue, previously referred to as indirect revenue,revenue representing 17.9%18.0% and 14.8%16.6% of total revenue for the three months ended MarchJune 31,30, 2026, and 2025, respectively, and 18.0% and 15.7% of total revenue for the six months ended June 30, 2026, and 2025, respectively. Advertising revenue includes both first-party and third-party advertising. We provide advertisers with the opportunity to directly reach the GBTQ community, a group with significant global purchasing power and economic potential. We have attracted advertisers from a diverse array of industries, including healthcare, entertainment, gaming, travel, and consumer goods. We offer our partners a diverse range of advertising opportunities to advertisers, including in-app banners, full-screen interstitials, and other customized units, typically sold on a cost per mille (“CPM”) basis. Additionally, we contract with a variety of third-party advertising platforms to market and sell digital advertising inventory available on the Grindr platform. We will continue to evaluate opportunities to increase advertising inventory by both enhancing and differentiating our advertising offerings in addition to scaling our advertising volume.

We generated $129.9$138.1 million and $93.9$104.2 million of revenue for the three months ended MarchJune 31,30, 2026, and 2025, respectively, and we generated $268.1 million and $198.2 million of revenue for the six months ended June 30, 2026, and 2025, respectively, representing a period-over-period growth of 38.3%32.5% and 35.3% as compared to the three-month periodand six-month periods in 2025.2025, respectively.

We had 1.4 million and 1.2 million Average Paying Users, for the three and six months ended MarchJune 31,30, 2026, and 2025, respectively, representing a period-over-period growth of 18.6%16.1% and 17.2% as compared to the three-month periodand six-month periods in 2025.2025, respectively.

In July 2023, the Communications Workers of America AFL-CIO (“CWA”) filed an election petition with the National Labor Relations Board (“NLRB”) seeking to hold a representation election for certain classifications of our employees. CWA subsequently filed several unfair labor practice charges against us with the NLRB, including a request for injunctive relief under Sec. 10(j) of the National Labor Relations Act. Regarding the election petition, the NLRB conducted a secret mail-ballot election and held partial vote counts in November and December 2023. As of the date of filing of this Quarterly Report, the NLRB has not completed tallying all the votes from the election as there are numerous outstanding challenged ballots. In addition, on November 1, 2024, the local regional office of NLRB issued a complaint on the unfair labor practice charges. A hearing commenced in May 2025 and concluded in May 2026. ThisThe 2024 complaint isand hearing that concluded in May 2026 are the first stepsteps in the administrative process and the complaint is not a finding of any wrongdoing, nor is it a decision or ruling of the NLRB.

Consolidated Results for the Three Months Ended MarchJune 31,30, 2026 and 2025

For the three months ended MarchJune 31,30, 2026, and 2025, we generated:

•Revenue of $129.9$138.1 million and $93.9$104.2 million, respectively. The increase for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, was $36.0$33.9 million, or 38.3%.32.5%.

•Net income of $26.8$17.7 million and $27.0$16.6 million, respectively. The decreaseincrease for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, was $0.2$1.1 million, or 0.7%.6.6%. This resulted in a net income margin of 20.6%12.8% and 28.8%,16.0%, respectively.

•Adjusted EBITDA of $58.5$57.6 million and $40.7$45.2 million, respectively. The increase for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, was $17.8$12.4 million, or 43.7%.27.4%. This resulted in an Adjusted EBITDA margin of 45.0%41.7% and 43.3%,43.4%, respectively. See “Non-GAAP Financial Measures—Adjusted EBITDA” below for more details on the calculations and reconciliations.

We acquire new users through investments in generating brand awareness, as well as through word of mouth from existing users and others. We convert these users to Paying Users by offering premium features that maximize the probability of developing meaningful connections, improve the user experience, and provide more control over the experience. For the three months ended MarchJune 31,30, 2026, and 2025, our Average Paying Users were 1.4 million and 1.2 million, respectively, representing an increase of 18.6%16.1% period-over-period. We grow Paying Users by acquiring new users and converting new and existing users to purchasers of one of our subscription plans or our add-on offerings. As we scale and our community grows larger, we seek to facilitate more meaningful interactions as a result of the wider selection of potential connections. This in turn increases our product value and can increase conversion to one of our paid products. Our revenue growth depends on growth in Paying Users. While we believe we are in the early days of our opportunity, at some point we may face challenges increasing our Paying Users, including competition from alternative products and services and lower adoption of certain product features.

Our business relies on our ability to attract and retain talent, including, but not limited to, engineers, data scientists, product designersdesigners, and product managers. As of MarchJune 31,30, 2026, we had 183178 employees globally, 176172 of which were full-time employees. InWe 2026,have we continuecontinued to expand and enhance our team with new employees and contractors. In doing so, we grew the size of our engineering team, includingwhich the expansion ofincludes a dedicated contractorteam teamof 33 contractors in Colombia to 34 as of MarchJune 31,30, 2026. We will continue to selectively supplement immediate capacity and product development needs with contractors, particularly in supporting our engineering function. By building a performance-driven culture, we want to unleash Grindr’s and each of our employees’ full potential. We intend to continue to focus on adding talent at a measured pace, especially in applied science, data engineering, and artificial intelligence and machine learning. We believe that many people want to work at a company committed to creating a world that is fair, equal, and just for the global LGBTQ community and that aligns with their personal values, and therefore our ability to recruit and retain talent is aided by our mission and brand reputation. We compete for talent within the technology market and believe our operating culture is a key differentiator in attracting, developing, and retaining high-performing employees.

The Grindr platform has MAUs in over 190 countries and territories. Our international revenue represents 43.0% and 41.2%42.0% of total revenue for the three months ended MarchJune 31,30, 2026, and 2025, respectively. We vary our pricing to align with relative value to local purchasing power and competitors. Our international business typically earns revenue in local currencies. In addition, some of the platforms we work with utilize internally generated foreign exchange rates that may differ from other foreign exchange rates, which could impact our results of operations.

We currently generate revenue from two revenue streams — app-based revenue and advertising revenue. App-based revenue is revenue generated by our users who pay for subscriptions or consumables to access additional features. Advertising revenue is generated by third parties who pay us to advertise to our users. As we continue to expand our revenue streams, we anticipate increasing monetization from consumables and subscription offerings, contributing to an increase in app-based revenue over time, and increasing our advertising inventory, contributing to an increase in advertising revenue over time.

App-Based Revenue. App-based revenue is reported gross of distribution fees for subscriptions and consumables as we are the primary party obligated in our transactions with customers, and we act as the principal. Our subscription revenue is generated through the sale of subscriptions that are currently offered or renewed in one-week, one-month, three-month, six-monthsix-month, and twelve-month periods. Customers pay in advance, primarily through mobile app stores, including Apple and Google Play, and, subject to certain conditions identified in our terms and conditions, generally all purchases are final and nonrefundable. Subscription revenues are recognized ratably over the term of the subscription. Consumables revenue is generated through the sale of an add-on feature on a pay-per-use, or a-la-carte, basis. Consumables are activated upon purchase and are available to use by the customer for a short duration, generally, within one day. Revenue from consumables is recognized upon usage of the consumable. App-based revenue is recorded net of taxes, credits, and chargebacks.

Three and Six Months Ended MarchJune 31,30, 2026, Compared to Three and Six Months Ended MarchJune 31,30, 2025

Revenue for the three months ended MarchJune 31,30, 2026, and 2025, was $129.9$138.1 million and $93.9$104.2 million, respectively. The increase in revenue period-over-period was $36.0$33.9 million, or 38.3%.32.5%.

For the three months ended MarchJune 31,30, 2026, and 2025, app-based revenue was $106.6$113.3 million and $80.0$86.9 million, respectively. The increase in app-based revenue of $26.6$26.4 million, or 33.3%,30.4%, was driven by the period-over-period increases in both ARPPU of $2.77$2.86 and Average Paying Users of 217197 thousand. Period-over-period growth for revenue was driven by enhanced paywall optimizations and merchandising strategies, which strengthened subscription adoption across our XTRA and Unlimited tiers. There was continued period-over-period growth in our weekly XTRA and Unlimited subscriptions. ARPPU increased by 12.1%, or $2.77,$2.86, to $25.63$26.51 for the three months ended MarchJune 31,30, 2026, from $22.86$23.65 for the three months ended MarchJune 31,30, 2025. Our ARPPU increased as a result of improved product mix, with higher revenue generated by subscription products with higher average monthly-equivalent price, such as weekly Unlimited. We expanded our pricing experiments to a broader share of the subscriber base in key markets, with more purchasers choosing to shift into higher prices. For the three months ended MarchJune 31,30, 2026, Average Paying Users increased by 217197 thousand, from 1.2 million for the three months ended MarchJune 31,30, 2025, to 1.4 million for the three months ended MarchJune 31,30, 2026.

For the three months ended MarchJune 31,30, 2026, and March 31, 2025, advertising revenue was $23.3$24.8 million and $13.9$17.3 million, respectively. The increase in advertising revenue of $9.4$7.5 million, or 67.6%,43.4%, was primarily driven by broad-basedstrong strengthCPMs across geographiesNorth andAmerica, adthird-party formats,partnerships, includingas certainwell largeas onboarding additional campaigns onboarded during the quarter.year.

Cost of revenue for the three months ended MarchJune 31,30, 2026, and 2025, was $32.6$34.6 million and $24.5$27.4 million, respectively. The $8.1$7.2 million increase, or 33.1%,26.3%, was primarily due to growth in distribution fees of $6.0 million (consistent with app-based revenue growth), and increased infrastructure costs of $1.6$0.9 million.

Selling, general and administrative expense for the three months ended MarchJune 31,30, 2026, and 2025, was $37.7$49.9 million and $30.2$36.5 million, respectively. The $7.5$13.4 million increase, or 24.8%,36.7%, was primarily due to an increase of $2.5$6.1 million in professional, legal, and contractor fees; an increase of $2.2 million in marketing expenses; and an increase in salaries and benefits expense and an increase of $0.7$5.2 million primarilyin duemarketing to increased stock-based compensation.expenses.

Product development expense for the three months ended MarchJune 31,30, 2026, and 2025, was $15.9$20.3 million and $10.3$12.9 million, respectively. The $5.6$7.4 million increase, or 54.4%,57.4%, was primarily due to an increase in personnel-related expenses of $5.3$7.4 million from the increased headcount, including an increase in stock-based compensation expense of $3.4$3.5 million.

Depreciation and amortization for the three months ended MarchJune 31,30, 2026, and 2025, was $1.0$0.9 million and $3.5$3.1 million, respectively. The $2.5$2.2 million decrease, or 71.4%,71.0%, was primarily due to acquired intangibles amortization from an acquisition in June 2020. All definite-lived intangible assets from the acquisition were fully amortized in June 2025.

Interest expense, net for the three months ended MarchJune 31,30, 2026, and 2025, was $6.6$6.5 million and $3.9$3.6 million, respectively. The $2.7$2.9 million increase, or 69.2%,80.6%, was primarily due to an increase in interest expense of $1.6$1.5 million from higher debt balances and a decrease in interest income of $1.1$1.4 million from our investment in U.S. treasury bills in the first quarter of 2025.

Other (expense) income, net for the three months ended MarchJune 31,30, 2026, and 2025, was expense of $0.2$2.0 million and income of $0.1$0.5 million, respectively. The $2.5 million change was primarily due to $1.0 million in fair value change in derivative instruments, and $0.8 million in credit loss recognized from a loan to our equity method investee.

Income tax provision for the three months ended MarchJune 31,30, 2026, and 2025, was $9.2$5.1 million and $4.6$4.7 million, respectively, resulting in an effective tax rate of 25.5%22.5% and 14.4%,21.9%, respectively. The increase in effective tax rate was primarily due to the mark-to-market warrant liability adjustment, and Section 162(m) officer compensation.

Net income for the three months ended MarchJune 31,30, 2026, and 2025, was $26.8$17.7 million and $27.0$16.6 million, respectively. Net income decreasedincreased by $0.2$1.1 million.

Adjusted EBITDA adjusts for the impact of items that we do not consider indicative of the operational performance of our business. We define Adjusted EBITDA as net income excluding income tax provision; interest expense, net; depreciation and amortization; stock-based compensation expense; equity method investee losses and related credit loss; change in fair value of warrant liability; and employee transition costs, litigation-related costs, transaction-related costs, and other items, in each case, that are unrelated to our core ongoing business operations. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period.

The following table presents the reconciliation of net income to Adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026, and 2025:

_________________ (1)Litigation-related costs that are unrelated to our core ongoing business operations primarily represent settlement expenses accrued and external legal fees associated with outstanding litigation or regulatory matters outside of the ordinary course, such as fees incurred in connection with the Norwegian Data Protection Authority fine and CWA unionization.course.

(3)Employee transition costs relate to costs associated with the transition of our former Chief Financial Officer, including lower than anticipated costs for certain amounts in the severance arrangement; and severance incurred for employees who elected not to relocate or participate in our RTO Plan and certain other severance arrangements.

The following table presents the reconciliation of net cash provided by operating activities to free cash flow for the three and six months ended MarchJune 31,30, 2026, and 2025:

Cash Flows for the ThreeSix Months Ended MarchJune 31,30, 2026

During the threesix months ended MarchJune 31,30, 2026, our operations provided $33.5$74.3 million of cash, which was primarily attributable to our net income of $26.8$44.5 million, adjusted for non-cash items, including $15.0$35.6 million in stock-based compensation and $1.0$1.9 million in depreciation and amortization, and the cash flow impact from a change in operating asset and liabilities of $10.3$11.7 million, primarily from a $1.5$4.3 million decrease in accrued expenses and other current liabilities due to timing of payments and a $2.2$1.7 million increase in accounts receivable due to increase in app-based revenue and advertising revenue during the year.

During the threesix months ended MarchJune 31,30, 2025, our operations provided $23.8$61.3 million of cash, which was primarily attributable to our net income,income of $43.7 million, adjusted for non-cash items, including $3.5$27.5 million in stock-based compensation, and $6.5 million in depreciation and amortization, and $10.9 million in stock-based compensation, partially offset by a $9.9 million gain in fair value of warrant liability, and the cash flow impact from a change in operating asset and liabilities of $8.7$8.4 million, primarily from a $1.3$4.0 million decreaseincrease in accrued expenses and other current liabilities due to timing of payments and a $3.7$7.6 million increase in accounts receivable due to an increase in app-based revenue and advertising revenue during the year.