MTCH 10-K & 10-Q changes, risk factors and insider trading
Match Group, Inc. · Nasdaq · Services-Computer Programming, Data Processing, Etc. · CIK 891103 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risk Factor Summary”
New heading “Risk relating to our business”
New heading “Risks relating to systems and infrastructures, data, security, privacy, and the use of AI”
New heading “Risks relating to legal and regulatory compliance”
New heading “Risks relating to our indebtedness”
New heading “Risks relating to ownership of our common stock”
New heading “Our restructuring and reorganization activities may be disruptive to our operations and harm our business, and the investments we make in our business with the savings from such activities may not achieve the intended results.”
New heading “Inappropriate actions by certain of our users could be attributed to us or may not be adequately prevented by us and consequently damage our brands’ reputations, which in turn could adversely affect our business.”
New heading “Our user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may adversely affect our business, results of operations, and reputation.”
New heading “Risks relating to systems and infrastructures, data, security, privacy, and the use of AI”
New heading “Challenges with properly managing the use of AI could result in reputational harm, competitive harm, and legal liability.”
New heading “Our use of “open source” software could subject our proprietary software to general release, adversely affect our ability to sell our services and subject us to possible litigation, and third parties may utilize technology that we developed and made available via open source for improper purposes.”
New heading “Risks relating to legal and regulatory compliance”
New heading “Our business is subject to complex and evolving U.S., foreign, and international laws and regulations, including with respect to data privacy, platform liability, and AI. These laws and regulations are subject to change and uncertain interpretation, and could result in changes to our business practices, increased cost of operations, declines in user growth or engagement, claims, monetary penalties, or other harm to our business.”
New heading “We are subject to taxation related risks in multiple jurisdictions.”
Removed heading “As the distribution of our services through app stores increases, in order to maintain our profit margins, we have taken steps, and in the future may need to take further steps, to offset increasing app store fees by decreasing traditional marketing expenditures, increasing user volume or monetization per user, consolidating back-office and technical functions, or by engaging in other efforts to increase revenue or decrease costs generally.”
Removed heading “Challenges with properly managing the use of artificial intelligence could result in reputational harm, competitive harm, and legal liability.”
Removed heading “Our business is subject to complex and evolving U.S. and international laws and regulations, including with respect to data privacy and platform liability. These laws and regulations are subject to change and uncertain interpretation, and could result in changes to our business practices, increased cost of operations, declines in user growth or engagement, claims, monetary penalties, or other harm to our business.”
Removed heading “Inappropriate actions by certain of our users could be attributed to us and damage our brands’ reputations, which in turn could adversely affect our business.”
Removed heading “Our business and results of operations have been and may in the future be adversely affected by global health pandemics.”
Removed heading “Variable rate indebtedness that we have incurred or may incur under our credit agreement will subject us to interest rate risk, which could cause our debt service obligations to increase significantly.”
Removed heading “Our certificate of incorporation could prevent us from benefiting from corporate opportunities that might otherwise have been available to us.”
Largest changes
“Adverse macroeconomic conditions, including lower consumer confidence, changes to fiscal and monetary policy, the availability and cost of credit, and weakness in the economies in which we and our users are located, have adversely affected and may in the future adversely affect our business, financial condition, and results of operations. In recent years, the United States, Europe and other key global markets have experienced historically high levels of inflation, which have impacted, among other things, employee compensation expenses. …”see in full comparison
“Adverse macroeconomic conditions, including lower consumer confidence, changes to fiscal and monetary policy, the availability and cost of credit, and weakness in the economies in which we and our users are located, have adversely affected and may continue to adversely affect our business, financial condition, and results of operations. In recent years, the United States, Europe and other key global markets have experienced historically high levels of inflation, which have impacted, among other things, employee compensation expenses. …”see in full comparison
“We are subject to a variety of laws and regulations in the United States and abroad that involve matters that are important to or may otherwise impact our business. These laws and regulations involve matters including, among others, antitrust and competition, broadband internet access, online commerce, advertising, user privacy, data protection, intermediary liability, protection of minors, biometrics, consumer protection, general safety, sex-trafficking, taxation, money laundering, accessibility, intellectual property, AI, and securities law compliance. …”see in full comparison
“Our business is subject to complex and evolving U.S., foreign, and international laws and regulations, including with respect to data privacy, platform liability, and AI. These laws and regulations are subject to change and uncertain interpretation, and could result in changes to our business practices, increased cost of operations, declines in user growth or engagement, claims, monetary penalties, or other harm to our business.”see in full comparison
“Our business is subject to complex and evolving U.S. and international laws and regulations, including with respect to data privacy and platform liability. These laws and regulations are subject to change and uncertain interpretation, and could result in changes to our business practices, increased cost of operations, declines in user growth or engagement, claims, monetary penalties, or other harm to our business.”see in full comparison
“We receive, process, store, and transmit a significant amount of personal user and other confidential or sensitive information, including, without limitation, credit card information, biometric information, location data, and user-to-user communications. We also enable our users to share their personal information with each other. In some cases, we engage third party service providers to store or process this information. …”see in full comparison
Full comparison: every changed paragraph (176)
Risk Factor Summary
Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, and results of operations. These risks are discussed more fully below and include, but are not limited to:
Risk relating to our business
•If we fail to retain existing users or add new users, or if our users do not convert to paying users, our revenue, financial results, and business may be significantly harmed.
•The industry for social connection apps is competitive, with low switching costs and a consistent stream of new services and entrants, and innovation by our competitors may disrupt our business.
•Our restructuring and reorganization activities may be disruptive to our operations and harm our business, and the investments we make in our business with the savings from such activities may not achieve the intended results.
•Our growth and profitability rely, in part, on our ability to attract and retain users through cost-effective marketing efforts.
•Distribution and marketing of, and access to, our services rely, in significant part, on a variety of third-party platforms, in particular, mobile app stores.
•Inappropriate actions by certain of our users could be attributed to us or may not be adequately prevented by us and consequently damage our brands’ reputations.
•Dependence on our key personnel.
•Our operations are subject to volatile global economic conditions, particularly those that adversely impact consumer confidence and spending behavior.
•We have experienced, and in the future may again experience, operational and financial risks in connection with acquisitions.
•We have incurred impairment charges related to our intangible assets in the past and may incur further impairment charges related to our goodwill and other intangible assets in the future.
•We operate in various international markets, including certain markets in which we have limited experience, and some of our brands continue to seek to increase their international scope.
•Foreign currency exchange rate fluctuations have adversely affected and may in the future adversely affect our results of operations.
•Our user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may adversely affect our business, results of operations, and reputation.
•The limited operating history of our newer brands and services makes it difficult to evaluate our current business and future prospects.
•Climate change may have a long-term impact on our business.
Risks relating to systems and infrastructures, data, security, privacy, and the use of AI
•Our success depends, in part, on the integrity of our systems and infrastructures and on our ability to enhance, expand, and adapt these systems and infrastructures in a timely and cost-effective manner.
•Our success depends, in part, on the integrity of third-party systems and infrastructure.
•We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely affected by cyberattacks experienced by third parties.
•The success of our services will depend, in part, on our ability to access, collect, and use personal data about our users and subscribers.
•Breaches or unauthorized access of personal and confidential or sensitive user information that we maintain and store.
•Challenges with properly managing the use of AI.
•Risks related to credit card payments, including data security breaches and fraud that we or third parties experience.
•Risks related to our use of “open source” software.
Risks relating to legal and regulatory compliance
•Our business is subject to complex and evolving U.S., foreign, and international laws and regulations, including with respect to data privacy, platform liability, and AI.
•We may fail to adequately protect our intellectual property rights or may be accused of infringing the intellectual property rights of third parties.
•Adverse outcomes in litigation to which we are subject.
•Risks related to our taxation in multiple jurisdictions.
Risks relating to our indebtedness
•Our indebtedness may affect our ability to operate our business, and we and our subsidiaries may incur additional indebtedness, including secured indebtedness.
•We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful.
•Exchange of our outstanding exchangeable notes may dilute the ownership interests of existing stockholders or may otherwise depress the price of our common stock.
Risks relating to ownership of our common stock
•Stockholders may experience dilution due to the issuance of additional securities in the future.
•We cannot guarantee that our share repurchase programs will be fully consummated or enhance long-term stockholder value, and the price of our stock is subject to volatility.
•There can be no assurance that we will continue to declare cash dividends.
•Provisions in our certificate of incorporation and bylaws or Delaware law may discourage, delay, or prevent a change of control of our company or changes in our management.
The size of our user base is critical to our success. Most of our brands monetize via a freemium model where the use of the service is free and a subset of the users pay for subscriptions or in-app purchases to access premium features. Our financial performance has thus been and will continue to be significantly determined by our success in adding and retaining users of our services and converting users into paying subscribers or in-app purchasers. We expect that the size of our user base willto fluctuate or decline in one or more markets from time to time, including if users find meaningful relationships on our platforms and no longer need to engage with our products. In the past we have experienced, and expect to continue to experience, fluctuationsperiodically in thevarious sizemarkets, of our user base in one or more markets from time to time, particularly inincluding markets where we have achieved higher penetration rates. TheFurthermore, the size of our user base is also impactedinfluenced by a number of other factors, including competitive products and servicesservices, regional cultural preferences, and global and regional business, macroeconomic, and geopolitical conditions. For example, wars in the Middle East and Ukraine have led to reduced usage of our services as well as the decision to suspend our services in Russia.
If people do not perceive our services to be useful or trustworthy or if people question the engagement level of our user base, we may be unable to attract or retain users. In recent years, demand for online dating services has softened among younger generations, particularly among women in those generations, reflecting evolving preferences, shifting social behaviors, and changing expectations regarding digital interactions. As a result, we have begun to further leverage our existing capabilities as well as advances in technologies like AI to improve our existing services or introduce new features designed to better meet user expectations and to expand our penetration of what continues to be a large available new user market. In addition, we have recently undertaken several initiatives to strengthen the ecosystem of our Tinder service and combat declines in the number of Tinder users that occurred in recent years, including removing accounts that are not used for dating purposes and requiring further verification of the authenticity of certain user profiles, each of which has had, and may continue to have, a negative impact on the number of Tinder users. Further, in 2025, we shifted our overall portfolio strategy to place greater emphasis on improving user outcomes, particularly for women, with the goal of driving long-term revenue growth. This strategy includes introducing new features and experiences that we believe will improve user outcomes, some of which have in the past and in the future may again drive short-term decreases in both revenue and user numbers. Although we believe these actions, including the further implementation of technologies like AI, will ultimately enhance the health of our platforms and drive sustainable growth, including through an increase in the size of our user base, there can be no assurance that these initiatives will achieve their intended objectives or that any short-term declines in users or revenue will be offset over time.
Declines in the number of Tinder users have adversely affected our revenue and financial results in recent years and, in some cases, have rendered our services less attractive to both existing and potential users. Declines in the number of users for our Evergreen brands have also adversely affected our revenue and financial results in recent years and, in some cases, have rendered those services less attractive to both existing and potential users. Further, certain of our Emerging brands are re-focusing their business model on intentioned daters, which may have a negative impact on the number of users and revenue at those brands. If we are unable to maintain or increase the size of our user base in the future, our revenue and other financial results may be further adversely affected, including as a result of further rendering our services less attractive to both existing and potential users.
In addition, on February 22, 2026, Apple removed our Azar app from the Apple App Store following a February 6, 2026 update to Apple’s App Review Guidelines, meaning the app is no longer available for download from the Apple App Store. While we continue to evaluate potential modifications to Azar in order to potentially gain reinstatement to the Apple App Store, there can be no assurance that any efforts to apply for reinstatement will be successful. If we are not successful in having the Azar app reinstated to the Apple App Store, we expect there would be a decrease in the size of our user base over time, but we are uncertain how quickly this decrease would occur and to what extent we will be able to offset this decrease with increases of users from other sources, such as on Android or the desktop and mobile web versions of Azar. Further, the size of Azar’s user base may be adversely affected by the timing of our ability, if any, to gain reinstatement of Azar to the Apple App Store and the usefulness to users of any future version of the app that is able to gain reinstatement to the Apple App Store, if at all. Any of these impacts from the removal of the Azar app from the Apple App Store could have an adverse effect on our business, financial condition, and results of operations.
Further, if people do not perceive our services to be useful or trustworthy or if people question the quality of our user base, we may not be able to attract or retain users. In recent years, some users, particularly younger generations, have shown a decreased appetite for our services and those of our competitors due potentially to a number of factors. With each new generation of users, expectations of our services change and user behaviors and priorities shift. As a result, we intend to further leverage our existing capabilities and advances in technologies like artificial intelligence (“AI”) to improve our existing services or introduce new services or features in order to better satisfy existing users and to expand our penetration of what continues to be a large available new user market. However, there can be no assurances that further implementation of technologies like AI will enhance our services or be beneficial to our business, and the introduction of new features or services to our existing services may have unintended consequences on our ecosystem, which could lead to fluctuations in the size of our user base.
In addition, in recent years Tinder has undertaken several initiatives to improve its ecosystem by, among other things, removing users who are not making use of the service for dating purposes and requiring further verification of the authenticity of certain user profiles, each of which has had, and may continue to have, a negative impact on the number of Tinder users. Further, in 2023 we began consolidating some of our legacy brands’ platforms in order to decrease operating costs, which may result in changes to the user experience for some of our brands that some existing users may perceive negatively.
If we are unable to maintain or increase the size of our user base, our revenue and other financial results may be adversely affected. Further, as the size of our user base fluctuates in one or more markets from time to time, we may become increasingly dependent on our ability to maintain or increase levels of monetization in order to grow revenue. Any significant decrease in user retention or growth could render our services less attractive to users, which is likely to have a material and adverse impact on our business, financial condition, and results of operations.
In addition, within the industry for social connection apps generally, costs for consumers to switch between services are low, and consumers have a propensity to try new approaches to connecting with people and to use multiple services at the same time. As a result, new services, entrants, and business models are likely to continue to emerge. It is possible that a new service could gain rapid scale at the expense of existing brands through harnessing a new technology, such as generative AI, or a new or existing distribution channel, creating a new or different approach to connecting people, introducing a new business model, or some other means. We may need to respond by introducing new services or features, which we may not do successfully. If we do not sufficiently innovate to provide new,new services, or improve upon existing,existing servicesservices, each in ways that our users or prospective users find appealing, we may be unable to continue to attract new users or continue to appeal to existing users in a sufficient manner.
Potential competitors also include larger companies, such as social media companies and operators of mobile operating systems and app stores, that could devote greater resources to the promotion or marketing of their services, take advantage of acquisition or other opportunities more readily, or develop and expand their services more quickly than we do. Potential competitors also include established social media companies that may develop features or services that may compete with ours or operators of mobile operating systems and app stores. For example, Facebook offers a dating feature on its platform, which it rolled out globally several years ago and has grown dramatically in size supported by Facebook’s massive worldwide user footprint. These social media and mobile platform competitors could use strong or dominant positions in one or more markets, coupled with ready access to existing large pools of potential users and personal information regarding those users, to gain competitive advantages over us, including by offering different features or services that users may prefer or offering their services to users at no charge, which may enable them to acquire and engage users at the expense of our user growth or engagement.
Our restructuring and reorganization activities may be disruptive to our operations and harm our business, and the investments we make in our business with the savings from such activities may not achieve the intended results.
Over the past few years, we have implemented internal restructurings and reorganizations designed to reduce the size and cost of our operations, improve operational efficiencies and reprioritize investments, and accelerate our business growth and product development initiatives. From 2023 to 2025, we consolidated some of our legacy brands’ platforms and, in 2025, we launched an enterprise-wide initiative to further leverage our portfolio approach and decrease operating costs by, among other things, reducing headcount and duplication of certain functions across the Company and sharing more operational infrastructure across brands. We may take similar steps in the future, including further reductions in headcount, as we seek to realize operating synergies, optimize our operations to achieve our financial objectives, respond to market forces, or better reflect changes in the strategic direction of our business, including as a result of apps or services that we discontinue.
Disruptions in operations may occur as a result of taking these actions, such as decreased productivity due to employee distraction, declines in employee morale, and unanticipated employee turnover, and could adversely affect our operating results. There can also be no assurance that these efforts, including efforts to reduce operating costs will be successful.
We have made, and plan to continue to make, substantial investments with the savings from our restructuring and reorganization activities in order to launch new features and services, increase marketing efforts, and expand into new geographic markets. If we do not invest these savings efficiently or effectively, or if these investments do not produce the intended results, we may not realize the expected benefits of our strategy. Further, our development efforts with respect to new services and features could distract management from current operations and divert capital and other resources from our more established offerings. Although we believe these investments will improve our financial results over the long term, they may negatively impact our short-term financial results, which may be inconsistent with the short-term expectations of our stockholders.
Moreover, there can be no assurance that consumer demand for such initiatives will exist or be sustained at the levels that we anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to generate sufficient revenue to offset any new expenses associated with these new investments. It is also possible that offerings developed by others will render any new services or features noncompetitive or obsolete.
If we do not realize the expected benefits of these investments, our business, financial condition, and results of operations may be harmed.
We seek to tailor each of our brands and services to meet the preferences of specific geographies, demographics, and other communities of users. Building a given brand or service is generally an iterative process that occurs over a meaningful period of time and involves considerable resources and expenditures. Although certain of our newer brands and services have experienced significant growth over relatively short periods of time, such as our Hinge brand over recent years, the historical growth rates of these brands and services may not be an indication of future growth rates for such services or our newer brands and services generally. We have encountered, and may continue to encounter, risks and difficulties as we build our newer brands and services. The failure to successfully scale these brands and services and address these risks and difficulties could adversely affect our business, financial condition, and results of operations.
Attracting and retaining users for our services involve considerable expenditures for online and offline marketing. Historically, we have had to increase our marketing expenditures over time in order to attract and retain users and sustain our growth. ForWe example,have inalso 2023often Tinder launched its first-ever comprehensive globalincreased marketing campaign in orderspending to help sustain its growth and attractsupport new users.feature or service launches or when smaller brands enter new geographic markets.
Evolving consumer behavior can affect the availability of profitable marketing opportunities. For example, as consumers communicate more via text messaging, messaging apps, and other virtual means, to continue to reach potential users and grow our businesses, we must continue to identify and devote more of our overall marketing expenditures to newer advertising channels, such as mobile, social media, and online video platforms.
Evolving consumer behavior can affectGenerally, the availabilityopportunities in and sophistication of profitable marketing opportunities. For example, as traditional television viewership declines and as consumers spend more time on mobile devices rather than desktop computers, the reach of many of our traditionalnewer advertising channels continuesare relatively undeveloped and unproven, and there can be no assurance that we will be able to contract.continue Similarly,to asappropriately consumers communicate less via emailmanage and morefine-tune viaour textmarketing messaging,efforts messagingin apps,response to these and other virtualtrends means,in the reachadvertising of email campaigns designed to attract new and repeat users (and retain current users) for our services is adversely impacted.industry. Additionally, changes by large tech platforms, such as Apple and Google, to advertisers’ ability to access and use unique advertising identifiers, cookies, and other information to acquire potential users, such as Apple’s rules regarding the collection and use of identifiers for advertising (“IDFA”), have adversely impacted, and may continue to adversely impact, our advertising efforts. To continue to reach potential users and grow our businesses, we must identify and devote more of our overall marketing expenditures to newer advertising channels, such as mobile, social media, and online video platforms. There can be no assurance that we will be able to continue to appropriately manage our marketing efforts in response to these and other trends in the advertising industry. Any failure to do so could adversely affect our business, financial condition, and results of operations.
Management's Discussion & Analysis (MD&A)
New heading “Updated Financial Metrics”
New heading “•Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) - is a”
Removed heading “2024 Consolidated Results”
Removed heading “General and administrative expense”
Removed heading “Impairments and amortization of intangibles”
Removed heading “Interest expense”
Removed heading “Income tax provision”
Removed heading “Adjusted Operating Income”
Largest changes
“Operating income decreased 10% or $93.6 million, and Adjusted Operating Income was relatively flat compared to 2023. …”see in full comparison
see in full comparisonAs a result of the change to our operating segments in the third quarter of 2024, we reassessed our reporting units and determined that the four operating segments are also our reporting units for the purpose of evaluating goodwill for impairment. The Company re-allocated goodwill to each of the four reporting units based on their relative fair values as of September 30, 2024. This change in reporting units is considered a triggering event that requires a goodwill impairment assessment to be performed immediately before and after the change. There was no goodwill impairment identified in either the before or after impairment tests. InIf measuring the estimated fair value of each operating unit, the Companyuseduses a combination of an income approach and a market approach. Under the income approach, a discounted cash flow analysis is performed with assumptions and estimates of forecast operating cash flows, including revenue growth rates, profitability margins, and discount rates, which all vary among reporting units. The market approach utilizes the guideline public companies method and is based on revenue andearningsincome multiple data derived from publicly traded peer group companies. There are significant judgments inherent in each analysis, including estimating the amount and timing of expected future cash flows, the selection of appropriate discount rates, and the peer group companies used.
see in full comparisonThe Company has the option to qualitatively assess whether it is more likely than not that the fair values of its reporting units are less than their carrying values.The Company performed a qualitative impairment assessment as of October 1, 2025 and 2024 and concluded that it was more likely than not that the fair values of each reporting unit exceeded their carrying values.Additionally, the 2023 annual assessment did not identify any goodwill impairments.
“•Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) - is a”see in full comparison
Implementing new technologies that enhance our user experience. We expect newsee in full comparisontechnologies, including those utilizing generative AI,technologies will beneededutilized to continue to drive user engagement. As new technologies develop, we evaluate whether those technologies can be incorporated into our apps to enhance the user experience. In particular, we are working to further integrate AI technologies into ourservices,servicessuchthroughasathe recent launchvariety ofseveral AI integration initiatives, including the introduction of AI photo selectionfeatures totheimproveTinderuser relevance andHingematching.services,We also recently launched Face Check, a facial verification feature that helps confirm users are real andanmatchenhancedtheirrecommendationprofilesystem,photos,asatwellTinder.asWeintegrated dating support,plan tothelaunchHingeFaceservice. These integrations,Check andothersotherthatusermayverificationbetechnologylaunchedat other brands in the future,mayincludingbecomeHinge.important to our operations over time. The rapid evolution of AI will require the dedication of significantSignificant resources are required to develop, test, and maintain thesetechnologies.technologiesWeand we expect other technologies to evolve and be tested in our services and incorporated into our apps in the future.
Full comparison: every changed paragraph (125)
Updated Financial Metrics
We have updated the title of our primary non-GAAP measure to “Adjusted EBITDA” from our previous title “Adjusted Operating Income.” We believe this updated title better aligns with our peers. Numerically, Adjusted EBITDA is the same as Adjusted Operating Income; however, the starting point of the reconciliation to the most comparable GAAP financial measure has changed from operating income to net income. See “Non-GAAP Financial Measures” below for the full definition of Adjusted EBITDA and a reconciliation of net income attributable to Match Group, Inc. shareholders to Adjusted EBITDA.
•Evergreen & Emerging (“E&E”) consists of the world-wide activity of our Evergreen brands, which includeincluding Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands, and our Emerging brands, which includeincluding BLK®, Chispa™, The League®, Archer®, Upward®, Yuzu™, Salams®, HER™, and other smaller brands.
•Match Group Asia (“MG Asia”) consists of the world-wide activity of the brands primarily focused on Asia and the Middle East, including Pairs™ and Azar®, which has expanded into Europe and the U.S..
•Corporate and unallocated costs includes 1) corporate expenses (such as executive management, investor relations, corporate development, and board of directorsdirectors, and public company listing fees), 2) portions of corporate services (such as legal, human resources, accounting, and tax), and 3) certain centrally managed services and technology that have not been allocated to the individual business segments (such as central trust and safety operations and certain shared software).
•Payers are unique users at a brand level in a given month from whom we earned Direct Revenue.
•Payers are unique users at a brand level in a given month from whom we earned Direct Revenue. When presented as a quarter-to-date or year-to-date value, Payers represents the average of the monthly values for the respective period presented. At a consolidated level, and a business unit level to the extent a business unit consists of multiple brands, duplicate Payers may exist when we earn revenue from the same individual at multiple brands in a given month, as we are unable to identify unique individuals across brands in the Match Group portfolio.
•In-app purchase fees consists of the amortization of in-app purchase fees, which are monies paid to Apple and Google in connection with the processing of in-app purchases of subscriptions and service features through the in-app payment systems provided by Apple and Google. Additionally, fees paid to Apple and Google for transactions not processed through their in-app payment systems are included within in-app purchase fees.
•Credit Facility - The revolving credit facility under the credit agreement of MG Holdings II. On March 20, 2024, we entered into an amendment to reduce the borrowing availability under the Credit Facility from $750 million to $500 million and extend the maturity date of the Credit Facility. At December 31, 2024,2025, there was $0.6 million outstanding in letters of credit and $499.4 million of availability under the Credit Facility.
•Term Loan - The former term loan facility under the credit agreement of MG Holdings II. At December 31, 2023,2024, the Term Loan bore interest at a term secured overnight financing rate plus an applicable adjustment (“Adjusted Term SOFR”) plus 1.75% and the then applicable rate was 7.27%. As of December 31, 2024, $425 million was outstanding under the Term Loan, which bore interest at 6.22%. On January 21, 2025, we repaid the Term Loan in full utilizing cash on hand.
•6.125% Senior Notes - MG Holdings II’s 6.125% Senior Notes due September 15, 2033, with interest payable each March 15 and September 15, commencing on March 15, 2026, which were issued on August 20, 2025. The proceeds from the issuance of these notes will be used to repay all of the outstanding 2026 Exchangeable Notes at or prior to their maturity, and the remaining proceeds will be used for general corporate purposes. As of December 31, 2025, $700 million aggregate principal amount was outstanding.
•2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes due June 15, 2026 issued by Match Group FinanceCo 2, Inc., a subsidiary of the Company, which are exchangeable into shares of the Company's common stock. Interest is payable each June 15 and December 15. On September 8 and November 13, 2025, we repurchased $76.4 million and $74.8 million of 2026 Exchangeable Notes, respectively. At December 31, 2024,2025, $575$424 million aggregate principal amount was outstanding.outstanding and is presented as a current liability.
•Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) - is a
•Adjusted Operating Income - is a Non-GAAP financial measure. See “Non-GAAP Financial Measures” below for the definition of Adjusted Operating IncomeEBITDA and a reconciliation of operatingnet income attributable to Match Group, Inc. to Adjusted Operating Income.EBITDA.
Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to help people make meaningful connections. Our global portfolio of brands includes Tinder®, Hinge®, Match®, Meetic®, OkCupid®, Pairs™, Plenty Of Fish®, Azar®, BLK®, and more, each built to increase our users’ likelihood of connecting with others. Through our trusted brands, we provide tailored services to meet the varying preferences of our users. Our services are available in over 40 languages to our users all over the world.
Each brand in our portfolio has the goal of using technology to help people make meaningful connections.
Each brand in our portfolio has the goal of using technology to help people make meaningful connections. While the goal is the same for each brand, the means to achieve that goal can be differentiated by how a specific brand targets their primary user demographic. With users of our apps often utilizing multiple apps, our brands can often have overlapoverlapping on targetedtarget users. The overall trends affecting all brands within our portfolio, include the following:
In-App Purchase Fees. Purchases made by our users through mobile applications, as opposed to desktop or mobile web, continue to increase, and are generally processed through the in-app payment systems provided by Apple and Google, notwithstanding the availability of alternative payment options in certain circumstances.
Increase in acceptance and growth of technologies to meet people globally. Over the past decade, there has been meaningful growth in the use of technologies to meet people in North America and Western Europe, and we see the potential for similar growth in the rest of the world in the years ahead. As more internet-connected people seeking connections utilize technologies to meet people, we believe there remains potential for accelerating growth in the use of these technologies in certain global markets where adoption lags more developed countries. As a result, new services, entrants to the market, and business models are likely to continue to emerge, sometimes at the expense of our existing brands, by harnessing a new technology, such as generative artificial intelligence (“AI”) or a new or existing distribution channel, creating a new or different approach to connecting people, or some other means.
In-AppWhere Purchaseusers Fees. Purchases made by our customers through mobile applications, as opposed to desktop or mobile web, continue to increase, and are required in most cases to be processed through the in-app payment systems provided by Apple and Google, although some of our applications are currently able to use their own payment systems formake in-app purchases made on Android devices. Where we are required to useusing Apple’s or Google’s payment systems, we are required to pay Apple and Google, as applicable, a meaningful share (for subscribers, generally up to 30% or,on foriOS subscriptionsand purchased15% on Android devices, 15%) of the revenue we receive from these transactions. Where payments on Android and iOS devices are processed through otheralternative payment systems, we are also generally required to pay Apple and Google a meaningful share.share Weof havethose transactions; however, Apple does not currently impose such fees for alternative payments on iOS in the United States. In 2024, we entered into a partnership, which started in the second quarter of 2024 and will continue through the first quarter of 2027,partnership with Google through Q1 2027 that will provideprovides value exchange across our broadbroader relationshiprelationship. with them, which weWe expect this partnership to help offset the additional costs that some of our brands incurredhave incurred, or expectmay toincur, incurin associatedconnection with implementing Google’s User Choice Billing system, which allows application developers to offer an additionalalternative billing systemoption alongside Google Play’s billing system.
Additionally, while Apple was recently ordered to change its rules in the U.S. marketplace on anti-steering to allow for payment processing outside its payment systems, Apple has stated that it will still charge up to 27% for those transactions. We do not expect to realize any meaningful decrease in app store fees in the U.S. market as a result of this change. In the European Union, the Digital Markets Act went into effect in March 2024. Apple’s compliance plan lowers the 30% service fee in the EU to 17% for our applications, but also adds a payment processing fee of 3%, as well as a 0.50 Euro fee per download (including updates) per year. Apple’s plan is subject to approval by the European Commission, which has launched infringement proceedings against Apple and may require further concessions from Apple. For additional information, see “Item 1 Business—Dependencies on services provided by others—App Stores.”
In total, these developments, including the Google partnership, our increased ability to offer alternative payment options in certain circumstances, and the current inability of Apple to impose fees on transactions processed through alternative payment systems in the U.S., led to savings in in-app purchase fees in 2025 compared to 2024. We expect to realize significant in-app purchase fee savings in 2026 compared to 2025 for the same and similar reasons absent further developments with the Apple and Google app store fee structures.
Implementing new technologies that enhance our user experience. We expect new technologies, including those utilizing generative AI,technologies will be neededutilized to continue to drive user engagement. As new technologies develop, we evaluate whether those technologies can be incorporated into our apps to enhance the user experience. In particular, we are working to further integrate AI technologies into our services,services suchthrough asa the recent launchvariety of several AI integration initiatives, including the introduction of AI photo selection features to theimprove Tinderuser relevance and Hingematching. services,We also recently launched Face Check, a facial verification feature that helps confirm users are real and anmatch enhancedtheir recommendationprofile system,photos, asat wellTinder. asWe integrated dating support,plan to thelaunch HingeFace service. These integrations,Check and othersother thatuser mayverification betechnology launchedat other brands in the future, mayincluding becomeHinge. important to our operations over time. The rapid evolution of AI will require the dedication of significantSignificant resources are required to develop, test, and maintain these technologies.technologies Weand we expect other technologies to evolve and be tested in our services and incorporated into our apps in the future.
Tinder. Over the past several years, Tinder has experienced a decline in user growth and recently shifted its strategy to focus on improving user outcomes with multiple product changes and further investments in user trust and safety that are intended to return Tinder to user growth. Tinder expects revenue to decrease in 2026 at a similar rate to the decrease in 2025, as these features and investments are tested and implemented.
Tinder. When Tinder was first developed, the smart phone provided a unique way of offering connections that traditional desktop-based services did not offer. Tinder was able to capitalize on the rise in the use of smart phones and with its younger audience was able to achieve considerable scale through word-of-mouth and viral moments on social media without the need to supplement with significant marketing. As the availability of services catering to human connections has increased, we have begun to supplement Tinder’s viral growth with marketing to build out Tinder’s brand narrative and grow the size of its user base, which has resulted in an increase in selling and marketing expenses at Tinder. In the past two years, Tinder has experienced a decline in user growth, with plans to return to growth through product initiatives that focus on the female experience and younger users.
Hinge. Hinge has developed a strong user base in English speaking markets and beganhas expandingexpanded into additional European markets in therecent latteryears halfas ofwell 2022.as ItsCentral strongand userSouth growthAmerica in English2025. speakingFurther andgeographic otherexpansion Europeanin marketsSouth hasAmerica helpedis toexpected contributein to2026, aalong highwith levelexpansion ofinto revenue growth. AsIndia. Hinge continues to expand its footprint globally, we intendintends to continue to focus on adding new features to its service to continue to drive user satisfaction for its target audience of intentioned daters, and to drive additional opportunities for monetization.daters. In the near term, we expect to continue to make investments in the business to support Hinge’s growth, including investments in product development as well as marketing.
Evergreen & Emerging. Our collections of brands within E&E include well-known pioneers in online relationships (which we refer to as Evergreen brands) and newer brands which target specific demographics (which we refer to as Emerging brands). Revenues from the Evergreen brands have declined in recent years, while Emerging brands arehave in the early stages ofexperienced growth and in many cases are relying on marketing to increase the size of their user base. We areexpect inrevenue from the middleEmerging Brands will decline as we pivot the product experience away from a Swipe-based interface for our affinity-based brands suck as BLK and Chispa. We are near the end of our multi-year process of consolidating technology platforms across various Evergreen and Emerging brands to enable faster new feature releases and to reduce the cost to maintain those platforms.
MG Asia. Our Azar app, which provides one to oneone-to-one video chat, has a strongmarket presence primarily in the Middle East, growth in Europe,East and expanded into the U.S. in 2024.Europe. Azar leverages AI capabilities to drive user growth and monetization globally. Our Pairs brand is a leader in dating in Japan.Japan Pairswith begana advertisingfocus on television in 2024. We expect the advertising to continue to increase Pairs’ brand recognition while we work to grow users through various product initiatives and by partnering with local governments to improve declining marriage ratesas inan the country. Pairs also has plans to expand into other Asian countries in 2025.outcome.
On February 22, 2026, Apple removed the Azar app from the Apple App Store. The removal follows Apple’s February 6 update to its App Review Guideline 1.2 regarding user-generated content, which was revised to prohibit random or anonymous chat apps. As a result of Apple’s removal, which occurred after extensive engagement with Apple, the Azar app is no longer available for download from the Apple App Store.
Apple informed us that existing users who previously downloaded the app from the Apple App Store remain able to access and use the app, including the ability to execute purchases and renewals. Azar remains available for download via Google Play and users can access the service through the desktop and mobile web versions of Azar in available markets. The Company is evaluating all options with regards to Azar’s future operation, including, working with Apple to understand if modifications could result in reinstatement to the Apple App Store, or other potential changes to the service; however, we expect a negative impact to Azar’s revenue, operating income, and Adjusted EBITDA in 2026, particularly if reinstatement is not successful or if we are required to make changes to the app that do not monetize as effectively. For the year ended December 31, 2025, Azar Direct Revenue was $155.8 million, of which 76% was through Apple’s App Store. On February 3, 2026, we announced our expectations for the year ending December 31, 2026 that MG Asia Direct Revenue would decline year-over-year in the high-single-digits on a percentage basis and MG Asia Adjusted EBITDA margin would be in the low-to-mid 20%s. At that time, we expected, for the year ending December 31, 2026, that Azar Direct Revenue would decline at a similar rate to MG Asia and Azar Adjusted EBITDA margin would be slightly below MG Asia. The foregoing expectations were as of February 3, 2026, speak only as of that date, and have not been updated. The ultimate impact to MG Asia’s and Azar’s 2026 Direct Revenue and Adjusted EBITDA will depend on a variety of unknown factors, including the outcome of our evaluation of options regarding Azar and its future operation, and other risks and uncertainties, including those set forth in “Risk Factors” in Item 1A of Part I.
Cost of Acquisition. The cost of acquiring new users has consistently been one of our larger operating expenses. How we deploy our advertising spend varies among brands, with the majority of our advertising spend taking place online, including social media sites, streaming services, search engines, and influencers.
Cost of Acquisition. Our cost of acquisition has consistently been one of our larger operating expenses. How we deploy our advertising spend varies among brands, with the majority of our advertising spend taking place online, including social media sites, streaming services, search engines, and influencers. Additionally, some brands utilize offline and out-of-home marketing campaigns, such as on television and outdoor billboards. For established brands, we seek to optimize for total return on advertising spend by frequently analyzing and adjusting spend to focus on marketing channels and markets that generate returns above our thresholds. Our data-driven approach provides us the flexibility to scale and optimize our advertising spend. We spend advertising dollars against an expected lifetime value of a Payer that is realized over a multi-year period. While this advertising spend is intended to be profitable on that basis, it is nearly always negative during the period in which the expense is incurred. For newer brands that are gaining scale, or existing brands that are expanding into new geographies, we may make incremental advertising investments to establish the brand before optimizing monetization of the brand. Our advertising spend may be incurred unevenly throughout the year.
International markets. Our services are available across the world. Our international revenue represented 56% and 54% of our total revenue for boththe years ended December 31, 20242025 and 2023.2024, respectively. We vary our pricing to align with local market conditions and our international businesses typically earn revenue in local currencies. As foreign currency exchange rates fluctuate, translation of the statement of operations of our international businesses into U.S. dollars affects year-over-year comparability of operating results.
2024 Consolidated Results
In 2024, total revenue grew 3%, operating income decreased 10%, and Adjusted Operating Income was flat year-over-year. Revenue growth was primarily due to growth at Hinge, and to a lesser extent Tinder, offset by declines at E&E and MG Asia. Operating income and Adjusted Operating Income were positively affected by the increase in revenue. Operating income declined due to increases in non-cash compensation, impairments of certain intangible assets, and depreciation.
The following discussion should be read in conjunction with “Item 8. Consolidated Financial Statements and Supplementary Data.” The following discussion is regarding our financial condition and results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion regarding our financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025.
The following discussion should be read in conjunction with “Item 8. Consolidated Financial Statements and Supplementary Data.”
Tinder Direct Revenue grew $23.0 million, or 1%, in 2024 versus 2023. Revenue growth was negatively impacted by the strength of the U.S. dollar compared to the Argentine Peso, Turkish Lira, and Japanese Yen, primarily. On a consistent foreign exchange rate basis, the growth was $68.6 million or 4%. Increased Direct Revenue was driven by an increase in RPP of 8% due to subscription pricing optimization, partially offset by decreases in á la carte revenue. The increase in RPP was partially offset by a 7% decrease in Payers.
Hinge Direct Revenue grew $154.0 million, or 39%, in 2024 versus 2023. Revenue growth was driven by both growth in the U.S. market as well as continued expansion efforts in certain European markets. Payers increased 23% compared to 2023. Additionally, RPP increased 13% over 2023 primarily due to pricing optimizations and increased spend on á la carte features.
E&ETinder Direct Revenue declined 7%$77.7 million, or 4%. The decrease in 2024Direct versus 2023. Within E&E, Evergreen brands declined 12%, while Emerging brands grew 17%. The overall decline at E&ERevenue was driven by a decline7% decrease in Payers of 13% compared to 2023,Payers, partially offset by increasedan increase in RPP of 7%.3%. OurOn decisiona toconsistent terminateforeign certainexchange liverate streamingbasis, servicesthe decline in the second half of 2024 also contributed to the revenue declinewas $92.5 million, or 5%, in 2025 compared to 2023.2024.
Hinge Direct Revenue grew $140.4 million, or 26%. Revenue growth was driven by both growth in the U.S.
and other English-speaking markets as well as continued expansion efforts in certain European markets. Payers increased 18% and RPP increased 7%.
E&E Direct Revenue declined $49.2 million, or 8%, driven by a decline in Payers of 14%, partially offset by increased RPP of 8%, which was positively impacted by the weakening of the U.S. dollar compared to the Euro.
Our decision to terminate certain live streaming services in the second half of 2024 also partially contributed to the revenue decline.
MG Asia Direct Revenue declined $18.7$16.6 million, or 6%, in 2024 versus 2023.6%. Excluding revenue from Hakuna, which was shut down in the third quarter of 2024, MG Asia revenue would have declined $7.7$0.3 millionmillion. orThe 3%.decline Revenuein growthrevenue was also negatively impacted by the strength of the U.S. dollar compared to the Turkish Lira and Japanese Yen, primarily. On a consistent foreign exchange basis, Direct Revenue grew $7.5 million, or 2%, year-over-year as a result of Payer growth at Azar partially offset by modest Payer declines at Pairs.Lira.
Indirect Revenue increased $5.0$10.9 millionmillion, primarily due to higher ad impressions as well as higher rates per ad impression compared to 2023.2024 and an increase in direct advertising activity.
Tinder Direct Revenue grew 7% in 2023 versus 2022, driven by growth in RPP due to pricing optimizations in the U.S. market and new weekly subscription offerings, partially offset by a decrease in Payers partially attributable to the pricing optimizations.
Hinge Direct Revenue grew 40% in 2023 versus 2022, driven by 27% growth in Payers and 10% growth in RPP. The Payer growth at Hinge was across geographies, but in particular in the Americas and Europe, which was a focus of international expansion in 2023 for Hinge. RPP increased as a result of pricing optimizations in the U.S.
E&E Direct Revenue declined 5% in 2023 versus 2022, as we continued to moderate marketing spend at our Evergreen brands. The decline at our Evergreen brands was partially offset by growth at our Emerging brands.
MG Asia Direct Revenue declined 6% in 2023 versus 2022, driven by declines at Hakuna and Pairs, partially offset by growth at Azar.
Indirect Revenue decreased $2.2 million primarily due to a lower rate per ad impression compared to the prior year, partially offset by higher ad impressions.
Cost of revenue increaseddecreased 4%4%, primarily due to an increase in in-app purchase fees of $49.9 million primarily at Hinge as revenue increased and as a result of escrow payments returned in the prior year associated with the Google litigation, which are included in Corporate and Unallocated costs. The increase in in-app purchase fees was partially offset by a decrease in Variable Expenses of $13.9$22.4 million primarilypredominately at E&E and MG Asia as a result of the termination of certain of our live streaming services and the shutdown of the Hakuna app in the second half of 2024. Total in-app purchase fees were $687.1 million and $696.6 million in 2024.2025 and 2024, respectively.
Cost of revenue decreased 1% primarily due to a decrease in Variable Expenses of $20.9 million, primarily related to costs associated with our live streaming services within MG Asia, and a decrease in employee compensation expense of $6.4 million, primarily within Corporate and Unallocated costs and Tinder. The decreases in Variable Expenses and employee compensation expense were partially offset by an increase in in-app purchase fees of $24.2 million, primarily at Tinder and Hinge, partially offset by the benefit from the escrow payments returned in 2023 associated with the Google litigation, which are included in Corporate and Unallocated costs. Total in-app purchase fees were $646.7 million and $622.5 million in 2023 and 2022, respectively.
Selling and marketing expense was essentially flat for the year, up $3.4 million.
General and administrative expense increased primarily due to (i) a legal settlement at Tinder in the amount of $60.5 million, (ii) a settlement with the FTC in the amount of $14.0 million related to certain E&E applications, and (iii) an increase in severance expense of $9.9 million primarily within Corporate and Unallocated Costs and E&E. Partially offsetting these increases was (i) a decrease in non-cash compensation of $13.2 million primarily within E&E related to updated projections for certain performance awards and headcount reductions and (ii) a gain of $8.3 million on the sale of one of our two buildings in Los Angeles.
Selling and marketing expense increased primarily due to higher cost of acquisition expense of $27.2 million primarily at Hinge and Tinder, partially offset by decreases at E&E and MG Asia.
Selling and marketing expense increased primarily due to higher cost of acquisition expense of $44.7 million primarily at Tinder and Hinge, partially offset by decreases at E&E and MG Asia.
General and administrative expense
General and administrative expense increased primarily due to an increase in digital sales taxes of $11.1 million, the majority of which relates to Canada’s implementation of a digital sales tax in June 2024 retroactive to 2022. Additionally, employee compensation expense increased $8.3 million and stock-based compensation expense increased $5.0 million across all segments and within Corporate and Unallocated costs.
General and administrative expense declined primarily due to a decrease in legal and other professional fees of $25.5 million within Corporate and Unallocated costs and a decrease in stock-based compensation expense of $7.6 million due to forfeitures of equity awards and modification of certain stock-based awards in the prior year, partially offset by an increase in employee compensation expense of $15.7 million, primarily within Corporate and Unallocated costs.
What changed in the latest 10-Q
Risk Factors
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Income tax provision”
Largest changes
Net cash provided by operating activities in 2026 includes adjustments to income ofsee in full comparison$58.6$120.6 million of stock-based compensation expense,$33.8$42.3 million ofimpairmentimpairments and amortization of intangibles,$14.1$29.5 million of depreciation, and$11.6$26.7 million of deferred income taxes. Thedecreaseincrease in cash from changes in working capital was primarily due to an increase from accounts receivable of $22.5 million, an increase from net income taxes of $20.1 million due to timing of payments, and an increase from other assets of $12.6 million. Partially offsetting these increases was a decrease from accounts payable and other liabilities of$98.0$47.4millionmillion,asincluding thesettlement of$60.5 millionfromsettlement of the Allan Candelore v.Tinder lawsuit was paid into escrow during the quarter in addition to the timing of other payments, and a decrease from other assets of $9.5 million. Partially offsetting these decreases was an increase from accounts receivable of $9.0 million, and an increase from net income taxes of $6.5 million due to timing of payments.
“Net cash provided by operating activities in 2025 includes adjustments to earnings of $70.4 million of stock-based compensation expense, $21.7 million of depreciation, and $10.5 million of impairments and amortization of intangibles. …”see in full comparison
•see in full comparisonMG Asia’s operating loss was $17.6 million, changing fromTinder’s operating incomeofwas$3.4$426.8millionmillion,inupthe prior year quarter,4%, and Adjusted EBITDA was$21.1$470.1 million,updown11%. The operating loss is1%, primarily due toimpairmentstheoffactorsintangibledescribedassets as discussedabove in theAzarthree-monthbusiness update above.discussion.
see in full comparisonImpairments and amortizationAmortization of intangiblesincreaseddecreased primarily due toimpairmentscertainof intangibleacquired assetsathavingMGbeenAsiafullyof $25.2 million as discussedamortized inthe Azar business update above.2025.
“Impairments and amortization of intangibles increased primarily due to impairments of intangible assets at E&E of $25.2 million as discussed in the Azar business update above.”see in full comparison
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During the quarter ended June 30, 2026, we reorganized our brands into three operating segments. Specifically, the Evergreen and Emerging and MG Asia operating segments were combined into a new segment called “Everyone Everywhere.” This change has been reflected in all historical periods presented. The Tinder and Hinge operating segments remain unchanged.
•EvergreenEveryone & EmergingEverywhere (“E&E”) consists of the world-wide activity of ourthe Evergreen brands, includingbrands Match®, Meetic®, OkCupid®, Plenty Of Fish®, andPairs™, a number of demographically focused brands, and our Emerging brands, includingAzar®, BLK®, Chispa™, The League®, Upward®, Yuzu™, Salams®, HER™, and other smaller brands.
•Match Group Asia (“MG Asia”) consists of the world-wide activity of the brands Pairs™ and Azar®.
•Credit Facility - The revolving credit facility under the credit agreement of MG Holdings II. As of MarchJune 31,30, 2026 and December 31, 2025, there was $0.6 million outstanding in letters of credit and $499.4 million of availability under the Credit Facility.
•5.00% Senior Notes - MG Holdings II’s 5.00% Senior Notes due December 15, 2027, with interest payable each June 15 and December 15, which were issued on December 4, 2017. As of MarchJune 31,30, 2026, $450 million aggregate principal amount was outstanding.
•4.625% Senior Notes - MG Holdings II’s 4.625% Senior Notes due June 1, 2028, with interest payable each June 1 and December 1, which were issued on May 19, 2020. As of MarchJune 31,30, 2026, $500 million aggregate principal amount was outstanding.
As of MarchJune 31,30, 2026, $350 million aggregate principal amount was outstanding.
•4.125% Senior Notes - MG Holdings II’s 4.125% Senior Notes due August 1, 2030, with interest payable each February 1 and August 1, which were issued on February 11, 2020. As of MarchJune 31,30, 2026, $500 million aggregate principal amount was outstanding.
•3.625% Senior Notes - MG Holdings II’s 3.625% Senior Notes due October 1, 2031, with interest payable each April 1 and October 1, which were issued on October 4, 2021. As of MarchJune 31,30, 2026, $500 million aggregate principal amount was outstanding.
The proceeds from the issuance of these notes will bewere used to repay all of the outstanding 2026 Exchangeable Notes at their maturity or prior to their maturity,earlier, and the remaining proceeds will bewere used for general corporate purposes. As of MarchJune 31,30, 2026, $700 million aggregate principal amount was outstanding.
•2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes which were repaid at maturity on June 15, 2026.
•2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes due June 15, 2026 issued by Match Group FinanceCo 2, Inc., a subsidiary of the Company, which are exchangeable into shares of the Company's common stock. Interest is payable each June 15 and December 15. As of March 31, 2026, $424 million aggregate principal amount was outstanding and is presented as a current liability.
•2030 Exchangeable Notes - The 2.00% Exchangeable Senior Notes due January 15, 2030 issued by Match Group FinanceCo 3, Inc., a subsidiary of the Company, which are exchangeable into shares of the Company's common stock. Interest is payable each January 15 and July 15. As of MarchJune 31,30, 2026, $575 million aggregate principal amount was outstanding.
We manage our portfolio of brands in fourthree business units: Tinder, Hinge, Evergreen and Emerging,Everyone and Match Group Asia.Everywhere.
ThisThe app updates necessitated by the new guidelines and the temporary removal from the app store resulted in lower Direct Revenue for the three and six months ended MarchJune 31,30, 2026.
WeDuring the quarter ended March 31, 2026, we also updated the business forecast associated with the Azar app, which resulted in an impairment of $25.2 million to the indefinite-lived asset associated with the Azar trade name.
Results of Operations for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025
Tinder Direct Revenue increased $7.3 million, or 2%. The increase in Direct Revenue was driven by a 7% increase in RPP, which was positively impacted by the weakening of the U.S. dollar compared to the Euro, partially offset by a 5% decrease in Payers. On a consistent foreign exchange rate basis, Direct Revenue declined $13.1 million, or 3%.
Hinge Direct Revenue grew $42.3 million, or 28%. Revenue growth was driven by continued growth in certain European expansion markets. Payers increased 15% compared to 2025, and RPP increased 11% over 2025. RPP was positively impacted by the weakening of the U.S. dollar compared to the Euro.
E&ETinder Direct Revenue declined $10.0 million, or 7%. The decline at E&E was1%, driven by a decline5% decrease in Payers of 16%,Payers, partially offset by increasedan increase in RPP of 11%. RPP was positively impacted by the weakening of the U.S. dollar compared to the Euro.4%.
Hinge Direct Revenue grew 22%, driven by 17% Payer growth, reflecting Hinge’s continued European expansion, and 4% RPP growth.
MG AsiaE&E Direct Revenue declined $4.117%, million,including ora 6%.$19 Payersmillion weredecrease downin 9%,revenue partiallyat Azar impacted by the temporary Azar app removal discussed in the Azar business update above. PartiallyAdditional offsettingdecreases thisoccurred declineat isseveral another increasebrands ofwithin 2% in RPP.E&E.
Indirect Revenue decreased due to lower direct advertisement revenue compared to 2025.
Tinder Direct Revenue increased $3.6 million, essentially flat compared to 2025. Direct Revenue benefited from a 6% increase in RPP, which was positively impacted by the weakening of the U.S.
dollar compared to the Euro, mostly offset by a 5% decrease in Payers. On a consistent foreign exchange rate basis, Direct Revenue declined $22.9 million, or 3%.
Hinge Direct Revenue grew $78.3 million, or 24%. Revenue growth was driven by continued growth in the US and other English speaking markets and in European expansion markets. Payers increased 16%, and RPP increased 7%. RPP was positively impacted by the weakening of the U.S.
dollar compared to the Euro.
E&E Direct Revenue declined $52.0 million, or 12%. The decline at E&E was driven by lower revenue at Azar, reflecting the temporary app removal, as well as Payer declines at several other E&E brands, partially offset by higher RPP. RPP was positively impacted by the weakening of the U.S. dollar compared to the Euro.
Cost of revenue decreased across all segments primarily due to Payers shifting from app store payments to alternate payment methods, resulting in a decrease of $24.1$38.0 million withinlower in-app purchase fees and an increase of $3.8$4.6 million in credit card processing fees.
Cost of revenue decreased across all segments primarily due to the factors described above in the three-month discussion.
Selling and marketing expense increased 4%7% primarily due to higher cost of acquisition expense at Tinder and Hinge, partially offset by reductions at E&E and MG Asia.E.
Selling and marketing expense increased 5% primarily due to the factors described above in the three-month discussion.
General and administrative expense decreased primarily due to a decrease in employee compensation of $12.0 million primarily within E&E and Corporate and Unallocated Costs due to a reduction in severance expense and reduced headcount. Additionally, legal expense decreased $15.1 million primarily within E&E, partially offset by an increase at Tinder.
General and administrative expense decreased primarily due to a decrease in employee compensation of $20.6 million primarily within Corporate and Unallocated Costs and E&E due to reduced headcount and a reduction in severance expense compared to 2025. Stock-based compensation decreased $10.0 million primarily within Hinge and Tinder mostly due to headcount reductions. Additionally, legal expense decreased $16.6 million primarily within E&E, partially offset by an increase at Tinder.
General and administrative expense decreased primarily due to Canada rescinding its digital sales tax resulting in a $10.2 million reversal of expense during the quarter, and a reduction in headcount decreasing employee compensation and stock-based compensation by $8.6 million and $7.2 million, respectively, primarily within Corporate and Unallocated Costs and E&E.
Product development expense decreasedwas 3%flat primarily due towith lower employee and stock-based compensation expense at Tinder,Tinder partiallyand E&E; mostly offset by increased employee and stock-based compensation expense at Hinge.Hinge and increased expense at Tinder and Hinge related to utilization of AI.
Product development expense decreased 2% primarily due to the lower compensation expense noted in the three-month discussion above, partially offset by the incremental expense associated with AI utilization.
Depreciation was lower in 2026 compared to 2025 primarily due to a decrease in depreciation of internally developed software at Tinder as certain assets became fully depreciated in the prior year, partially offset by increases within Hinge and E&E.
Impairments and amortizationAmortization of intangibles increaseddecreased primarily due to impairmentscertain of intangibleacquired assets athaving MGbeen Asiafully of $25.2 million as discussedamortized in the Azar business update above.2025.
Impairments and amortization of intangibles increased primarily due to impairments of intangible assets at E&E of $25.2 million as discussed in the Azar business update above.
•Tinder’s operating income was $215.9$210.9 million, updown 12%,3%, and Adjusted EBITDA was $237.1$233.0 million, updown 4%,5%, primarily due to the reduction in both in-app purchase fees and employee compensation expense, partially offset by an increase in cost of acquisition.acquisition and a decrease in revenue, partially offset by a reduction in in-app purchase fees. Operating income further benefited from a reduction in depreciation and stock-based compensation expense.
•Hinge’s operating income was $56.1$63.1 million, an increase of 96%,62%, and Adjusted EBITDA was $70.5$79.4 million, an increase of 66%,48%, primarily due to continued Payer growth, partially offset by increased cost of acquisition.acquisition and employee compensation within product development expense.
•E&E’s operating income was $21.5$21.0 million, an increase of $14.8$25.7 million, and Adjusted EBITDA was $39.4$54.1 million, an increase of 37%,69%, both improving primarily due to a reductionreductions in employeelegal compensationexpenses, expense,in-app purchase fees, cost of acquisition, and in-appemployee purchasecompensation fees. These reductions were partially offset by the decrease in revenue.expense.
These reductions were partially offset by the decrease in revenue.
•MG Asia’s operating loss was $17.6 million, changing fromTinder’s operating income ofwas $3.4$426.8 millionmillion, inup the prior year quarter,4%, and Adjusted EBITDA was $21.1$470.1 million, updown 11%. The operating loss is1%, primarily due to impairmentsthe offactors intangibledescribed assets as discussedabove in the Azarthree-month business update above.discussion.
Operating income further benefited from a reduction in depreciation and stock-based compensation expense.
•Hinge’s operating income was $119.2 million, an increase of 76%, and Adjusted EBITDA was $150.0 million, an increase of 56%, primarily due to the factors described above in the three-month discussion.
•E&E’s operating income was $24.9 million, an increase of $19.4 million, and Adjusted EBITDA was $114.6 million, an increase of 44%, both improving primarily due to the factors described above in the three-month discussion.
At MarchJune 31,30, 2026, there was $446.4$381.5 million of unrecognized compensation cost, net of estimated forfeitures, related to stock-based awards, which is expected to be recognized over a weighted average period of approximately 2.32.1 years.
Interest expense increased primarily due to the issuance of the 6.125% Senior Notes in August 2025.
Income tax provision
In 2026 and 2025, the effective rates of 17%21% and 16%,20%, respectively, were at or lower than the statutory rate primarily due to the excesslower tax benefitsrate generated by the exercise and vesting of stock-based awards,on U.S. income derived from foreign sources,sources and research credits. These effects were partially offset by state income taxes, nondeductible stock-based compensationcompensation, and stateforeign income taxes.taxed at higher rates.
In 2026 and 2025, the effective rates of 19% and 18%, respectively, were lower than the statutory rate primarily due to the lower tax rate on U.S. income derived from foreign sources, excess tax benefits generated by the exercise and vesting of stock-based awards, and research credits. These effects were partially offset by nondeductible stock-based compensation, state income taxes, and foreign income taxed at higher rates.
The following tables present the impact of foreign exchange effects on total revenue and Direct Revenue by segment for the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025:
Net cash provided by operating activities in 2026 includes adjustments to income of $58.6$120.6 million of stock-based compensation expense, $33.8$42.3 million of impairmentimpairments and amortization of intangibles, $14.1$29.5 million of depreciation, and $11.6$26.7 million of deferred income taxes. The decreaseincrease in cash from changes in working capital was primarily due to an increase from accounts receivable of $22.5 million, an increase from net income taxes of $20.1 million due to timing of payments, and an increase from other assets of $12.6 million. Partially offsetting these increases was a decrease from accounts payable and other liabilities of $98.0$47.4 millionmillion, asincluding the settlement of $60.5 million fromsettlement of the Allan Candelore v. Tinder lawsuit was paid into escrow during the quarter in addition to the timing of other payments, and a decrease from other assets of $9.5 million. Partially offsetting these decreases was an increase from accounts receivable of $9.0 million, and an increase from net income taxes of $6.5 million due to timing of payments.
Tinder lawsuit that was paid into escrow during the period, in addition to the timing of other payments.
Net cash used in investing activities in 2026 is primarily a $100.0 million minority investment in Sniffies and capital expenditures of $20.4$37.7 million primarily related to internal development of software.
Net cash used in financing activities in 2026 is primarily due to payments of $74.8 million of withholding taxes paid on behalf of employees for net-settled stock-based awards, purchases of treasury stock of $60.1 million, and dividends paid of $44.2 million.
Net cash provided by operating activities in 2025 includes adjustments to earnings of $70.4 million of stock-based compensation expense, $21.7 million of depreciation, and $10.5 million of impairments and amortization of intangibles. The decrease in cash from changes in working capital primarily consists of a decrease in accounts payable and other liabilities of $49.3 million, primarily related to the timing of payments, and a decrease in deferred revenue of $8.6 million primarily related to the decrease in revenue, partially offset by a decrease in other assets of $15.2 million and the increase in income taxes payable and receivable of $11.5 million due to timing of payments and receipts.
Net cash used in investing activities in 2025 consists primarily of capital expenditures of $15.4 million primarily related to internal development of software and purchases of computer hardware.
MTCH insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 3,000 shares, about $109.9K) and open-market sales in 4 filings (4 insiders, 4 trade dates, 28,432 shares, about $1.2M). Net open-market shares: -25,432 (purchases minus sales); net value about -$1.1M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-01 | Edgett Sean |
Option exercise | 22,806 | — | — |
| 2026-10-01 | Edgett Sean |
Option exercise | 945 | — | — |
| 2026-10-01 | Edgett Sean |
Shares withheld for tax | 12,085 | $40.15 | $485.2K |
| 2026-09-30 | Schiffman Glenn |
Grant/award | 374 | $40.15 | $15.0K |
| 2026-09-30 | Jones Laura Rachel |
Grant/award | 342 | $40.15 | $13.7K |
| 2026-09-30 | Cavens Darrell |
Grant/award | 498 | $40.15 | $20.0K |
| 2026-09-02 | Mcdaniel Ann |
Open-market sale | 3,531 | $42.43 | $149.8K |
| 2026-09-01 | Rascoff Spencer M |
Shares withheld for tax | 9,406 | $40.65 | $382.4K |
| 2026-09-01 | Rascoff Spencer M |
Option exercise | 12,849 | — | — |
| 2026-09-01 | Rascoff Spencer M |
Option exercise | 137 | — | — |
| 2026-09-01 | Rascoff Spencer M |
Shares withheld for tax | 6,608 | $40.65 | $268.6K |
| 2026-09-01 | Rascoff Spencer M |
Option exercise | 17,850 | — | — |
| 2026-09-01 | Rascoff Spencer M |
Option exercise | 635 | — | — |
| 2026-09-01 | Eigenmann Philip D |
Option exercise | 1,231 | — | — |
| 2026-09-01 | Eigenmann Philip D |
Option exercise | 2,008 | — | — |
| 2026-09-01 | Eigenmann Philip D |
Shares withheld for tax | 657 | $40.65 | $26.7K |
| 2026-09-01 | Eigenmann Philip D |
Option exercise | 66 | — | — |
| 2026-09-01 | Eigenmann Philip D |
Option exercise | 1,844 | — | — |
| 2026-09-01 | Eigenmann Philip D |
Shares withheld for tax | 441 | $40.65 | $17.9K |
| 2026-09-01 | Eigenmann Philip D |
Option exercise | 51 | — | — |
| 2026-09-01 | Eigenmann Philip D |
Shares withheld for tax | 697 | $40.65 | $28.3K |
| 2026-09-01 | Eigenmann Philip D |
Option exercise | 21 | — | — |
| 2026-09-01 | Edgett Sean |
Option exercise | 89 | — | — |
| 2026-09-01 | Edgett Sean |
Shares withheld for tax | 4,302 | $40.65 | $174.9K |
| 2026-09-01 | Edgett Sean |
Option exercise | 1,845 | — | — |
| 2026-09-01 | Edgett Sean |
Shares withheld for tax | 972 | $40.65 | $39.5K |
| 2026-09-01 | Edgett Sean |
Option exercise | 66 | — | — |
| 2026-09-01 | Edgett Sean |
Option exercise | 8,365 | — | — |
| 2026-09-01 | Bailey Steven Richard Jr. |
Shares withheld for tax | 2,662 | $40.65 | $108.2K |
| 2026-09-01 | Bailey Steven Richard Jr. |
Option exercise | 6,692 | — | — |
| 2026-09-01 | Bailey Steven Richard Jr. |
Shares withheld for tax | 1,880 | $40.65 | $76.4K |
| 2026-09-01 | Bailey Steven Richard Jr. |
Option exercise | 165 | — | — |
| 2026-09-01 | Bailey Steven Richard Jr. |
Option exercise | 4,612 | — | — |
| 2026-09-01 | Bailey Steven Richard Jr. |
Shares withheld for tax | 734 | $40.65 | $29.8K |
| 2026-09-01 | Bailey Steven Richard Jr. |
Option exercise | 72 | — | — |
| 2026-09-01 | Bailey Steven Richard Jr. |
Option exercise | 1,791 | — | — |
| 2026-09-01 | Bailey Steven Richard Jr. |
Option exercise | 71 | — | — |
| 2026-08-28 | Eigenmann Philip D |
Open-market sale | 15,000 | $41.70 | $625.5K |
| 2026-08-26 | Bailey Stephen |
Open-market sale | 4,760 | $42.26 | $201.2K |
| 2026-08-11 | Schiffman Glenn |
Open-market purchase | 3,000 | $36.63 | $109.9K |
| 2026-08-11 | Schiffman Glenn |
Shares withheld for tax | 17,030 | $36.78 | $626.4K |
| 2026-08-11 | Schiffman Glenn |
Option exercise | 20,000 | $24.45 | $489.0K |
| 2026-07-21 | Schiffman Glenn |
Grant/award | 36 | $38.75 | $1.4K |
| 2026-07-21 | Jones Laura Rachel |
Grant/award | 19 | $38.75 | $736 |
| 2026-07-21 | Cavens Darrell |
Grant/award | 13 | $38.75 | $504 |
| 2026-06-30 | Schiffman Glenn |
Grant/award | 394 | $38.05 | $15.0K |
| 2026-06-30 | Jones Laura Rachel |
Grant/award | 361 | $38.05 | $13.7K |
| 2026-06-30 | Cavens Darrell |
Grant/award | 526 | $38.05 | $20.0K |
| 2026-06-16 | Seymon Pamela |
Option exercise | 8,250 | — | — |
| 2026-06-16 | Seymon Pamela |
Option exercise | 194 | — | — |
| 2026-06-16 | Schiffman Glenn |
Option exercise | 8,250 | — | — |
| 2026-06-16 | Schiffman Glenn |
Option exercise | 194 | — | — |
| 2026-06-16 | Mcinerney Thomas |
Option exercise | 194 | — | — |
| 2026-06-16 | Mcinerney Thomas |
Option exercise | 8,250 | — | — |
| 2026-06-16 | Mcdaniel Ann |
Option exercise | 194 | — | — |
| 2026-06-16 | Mcdaniel Ann |
Option exercise | 8,250 | — | — |
| 2026-06-16 | Campbell Kotzman Kelly |
Option exercise | 194 | — | — |
| 2026-06-16 | Campbell Kotzman Kelly |
Option exercise | 8,250 | — | — |
| 2026-06-16 | Jones Laura Rachel |
Option exercise | 8,250 | — | — |
| 2026-06-16 | Jones Laura Rachel |
Option exercise | 194 | — | — |
Well-known investors holding MTCH (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 7,969,452 | $302.5M | 0.11% | Reduced 18% |
| Starboard Value (Jeff Smith) | 2026-06-30 | 7,775,125 | $295.8M | 6.54% | Reduced 32% |
| Renaissance Technologies | 2026-06-30 | 3,589,054 | $136.6M | 0.19% | Added 12% |
| Millennium Management (Israel Englander) | 2026-06-30 | 1,363,815 | $51.9M | 0.04% | Reduced 20% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 1,171,225 | $44.6M | 0.07% | Added 281% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 1,096,368 | $41.7M | 0.1% | Added 6% |
| Bridgewater Associates | 2026-06-30 | 336,896 | $12.8M | 0.05% | New position |
| Two Sigma Investments | 2026-06-30 | 44,700 | $1.7M | 0.0% | Reduced 29% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 24,693 | $939.6K | 0.0% | Reduced 93% |