Match Group, Inc. (MTCH)

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of

Operations

Key Terms:

Operating and financial metrics:

•Tinder consists of the world-wide activity of the brand Tinder®.

•Hinge consists of the world-wide activity of the brand Hinge®.

•Evergreen & Emerging (“E&E”) consists of the world-wide activity of our Evergreen brands,

including Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically

focused brands, and our Emerging brands, including BLK®, Chispa™, The League®, Upward®,

Yuzu™, Salams®, HER™, and other smaller brands.

•Match Group Asia (“MG Asia”) consists of the world-wide activity of the brands Pairs™ and

Azar®.

•Corporate and unallocated costs includes 1) corporate expenses (such as executive

management, investor relations, corporate development, board of directors, and public

company listing fees), 2) portions of corporate services (such as legal, human resources,

accounting, and tax), and 3) certain centrally managed services and technology that have not

been allocated to the individual business segments (such as central trust and safety

operations and certain shared software).

•Direct Revenue is revenue that is received directly from end users of our services and

includes both subscription and à la carte revenue.

•Indirect Revenue is revenue that is not received directly from an end user of our services,

substantially all of which is advertising revenue.

•Payers are unique users at a brand level in a given month from whom we earned Direct

Revenue. When presented as a quarter-to-date or year-to-date value, Payers represents the

average of the monthly values for the respective period presented. At a consolidated level and

a business unit level to the extent a business unit consists of multiple brands, duplicate Payers

may exist when we earn revenue from the same individual at multiple brands in a given month,

as we are unable to identify unique individuals across brands in the Match Group portfolio.

•Revenue Per Payer (“RPP”) is the average monthly revenue earned from a Payer and is

Direct Revenue for a period divided by the Payers in the period, further divided by the number

of months in the period.

Operating costs and expenses:

•Cost of revenue consists primarily of the amortization of in-app purchase fees, Variable

Expenses (defined below), and employee compensation expense and stock-based

compensation expense for personnel engaged in data center and customer care functions.

•Selling and marketing expense consists primarily of cost of acquisition expense and

employee compensation expense and stock-based compensation expense for personnel

engaged in selling and marketing, sales support, and public relations functions.

•General and administrative expense consists primarily of employee compensation expense

and stock-based compensation expense for personnel engaged in executive management,

finance, legal, tax, and human resources, fees for professional services (including transaction-

related costs for acquisitions), and facilities costs.

•Product development expense consists primarily of employee compensation expense and

stock-based compensation expense that are not capitalized for personnel engaged in the

design, development, testing, and enhancement of our services and related technology.

•In-app purchase fees consists of the amortization of in-app purchase fees, which are monies

paid to Apple and Google in connection with the processing of in-app purchases of

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subscriptions and service features through the in-app payment systems provided by Apple and

Google. Additionally, fees paid to Apple and Google for transactions not processed through

their in-app payment systems are included within in-app purchase fees.

•Variable Expenses consists primarily of hosting fees, credit card processing fees, and rent,

energy, and bandwidth costs associated with data centers.

•Cost of acquisition consists primarily of advertising expenditures, including online marketing

(fees paid to search engines and social media sites), offline marketing, including television and

print advertising, and production of advertising content.

•Employee compensation expense consists primarily of compensation expense (excluding

stock-based compensation expense) and other employee-related costs that are not

capitalized.

•Stock-based compensation expense consists principally of expense associated with awards

of restricted stock units (“RSUs”), performance-based RSUs, and market-based awards that is

not capitalized. These expenses are not paid in cash.

Long-term debt:

•Credit Facility - The revolving credit facility under the credit agreement of MG Holdings II. As

of March 31, 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 March 31, 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 March 31,

2026, $500 million aggregate principal amount was outstanding.

•5.625% Senior Notes - MG Holdings II’s 5.625% Senior Notes due February 15, 2029, with

interest payable each February 15 and August 15, which were issued on February 15, 2019.

As of March 31, 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 March 31, 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

March 31, 2026, $500 million aggregate principal amount was outstanding.

•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, 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 March 31, 2026, $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. 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

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15 and July 15. As of March 31, 2026, $575 million aggregate principal amount was

outstanding.

Non-GAAP financial measure:

•Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted

EBITDA”) - is a Non-GAAP financial measure. See “Non-GAAP Financial Measures” below for

the definition of Adjusted EBITDA and a reconciliation of net income attributable to Match

Group, Inc. to Adjusted EBITDA.

Management Overview

Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies

designed to help people make meaningful connections. Our global portfolio of brands includes Tinder®,

Hinge®, Match®, Meetic®, OkCupid®, Pairs™, Plenty Of Fish®, Azar®, BLK®, and more, each built to

increase our users’ likelihood of connecting with others. Through our trusted brands, we provide tailored

services to meet the varying preferences of our users.

We manage our portfolio of brands in four business units: Tinder, Hinge, Evergreen and Emerging,

and Match Group Asia.

As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match

Group, Inc. and its subsidiaries, unless the context indicates otherwise.

For a more detailed description of the Company’s operating businesses, see “Item 1. Business” of

the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Azar Business Update

On February 22, 2026, Apple removed the Azar app from the Apple App Store following a February

6, 2026 update to Apple’s App Review Guidelines. Updates were subsequently made to the app to

comply with the updated guidelines, which led to the reinstatement of a new version on April 6, 2026.

This temporary removal resulted in lower Direct Revenue for the three months 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.

Additional Information

Investors and others should note that we announce material financial and operational information

to our investors using our investor relations website at https://ir.mtch.com, our newsroom website at

https://mtch.com/news, Tinder’s newsroom website at www.tinderpressroom.com, Hinge’s newsroom

website at https://hinge.co/press, Securities and Exchange Commission (“SEC”) filings, press releases,

and public conference calls. We use these channels as well as social media to communicate with our

users and the public about our company, our services, and other issues. It is possible that the

information we post on social media could be deemed to be material information. Accordingly, investors,

the media, and others interested in our company should monitor the websites listed above and the

social media channels listed on our investor relations website in addition to following our SEC filings,

press releases, and public conference calls. Neither the information on our website, nor the information

on the website of any Match Group business, is incorporated by reference into this report, or into any

other filings with, or into any other information furnished or submitted to, the SEC.

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Results of Operations for the three months ended March 31, 2026 compared to the three months

ended March 31, 2025

Revenue

Tinder Direct Revenue increased $7.3 million, or 2%. The increase in Direct

[Excerpt truncated for page length; source filing is linked above.]

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Updated Financial Metrics

We have updated the title of our primary non-GAAP measure to “Adjusted EBITDA” from our previous title

“Adjusted Operating Income.” We believe this updated title better aligns with our peers. Numerically, Adjusted

EBITDA is the same as Adjusted Operating Income; however, the starting point of the reconciliation to the most

comparable GAAP financial measure has changed from operating income to net income. See “Non-GAAP

Financial Measures” below for the full definition of Adjusted EBITDA and a reconciliation of net income

attributable to Match Group, Inc. shareholders to Adjusted EBITDA.

Key Terms:

Operating and financial metrics:

•Tinder consists of the world-wide activity of the brand Tinder®.

•Hinge consists of the world-wide activity of the brand Hinge®.

•Evergreen & Emerging (“E&E”) consists of the world-wide activity of our Evergreen brands, including

Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands, and

our Emerging brands, including BLK®, Chispa™, The League®, Archer®, Upward®, Yuzu™, Salams®,

HER™, and other smaller brands.

•Match Group Asia (“MG Asia”) consists of the world-wide activity of the brands Pairs™ and Azar®.

•Corporate and unallocated costs includes 1) corporate expenses (such as executive management,

investor relations, corporate development, board of directors, and public company listing fees), 2)

portions of corporate services (such as legal, human resources, accounting, and tax), and 3) certain

centrally managed services and technology that have not been allocated to the individual business

segments (such as central trust and safety operations and certain shared software).

•Direct Revenue is revenue that is received directly from end users of our services and includes both

subscription and à la carte revenue.

•Indirect Revenue is revenue that is not received directly from an end user of our services, substantially

all of which is advertising revenue.

•Payers are unique users at a brand level in a given month from whom we earned Direct Revenue.

When presented as a quarter-to-date or year-to-date value, Payers represents the average of the

monthly values for the respective period presented. At a consolidated level, and a business unit level

to the extent a business unit consists of multiple brands, duplicate Payers may exist when we earn

revenue from the same individual at multiple brands in a given month, as we are unable to identify

unique individuals across brands in the Match Group portfolio.

•Revenue Per Payer (“RPP”) is the average monthly revenue earned from a Payer and is Direct Revenue

for a period divided by the Payers in the period, further divided by the number of months in the

period.

Operating costs and expenses:

•Cost of revenue consists primarily of the amortization of in-app purchase fees, Variable Expenses

(defined below), and employee compensation expense and stock-based compensation expense for

personnel engaged in data center and customer care functions.

•Selling and marketing expense consists primarily of cost of acquisition expense, employee

compensation expense, and stock-based compensation expense for personnel engaged in selling and

marketing, sales support, and public relations functions.

•General and administrative expense consists primarily of employee compensation expense and stock-

based compensation expense for personnel engaged in executive management, finance, legal, tax, and

human resources, fees for professional services (including transaction-related costs for acquisitions),

and facilities costs.

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•Product development expense consists primarily of employee compensation expense and stock-based

compensation expense that are not capitalized for personnel engaged in the design, development,

testing, and enhancement of product offerings and related technology.

•In-app purchase fees consists of the amortization of in-app purchase fees, which are monies paid to

Apple and Google in connection with the processing of in-app purchases of subscriptions and service

features through the in-app payment systems provided by Apple and Google. Additionally, fees paid to

Apple and Google for transactions not processed through their in-app payment systems are included

within in-app purchase fees.

•Variable Expenses consists primarily of hosting fees, credit card processing fees, and rent, energy, and

bandwidth costs associated with data centers.

•Cost of acquisition consists primarily of advertising expenditures, including online marketing (fees paid

to search engines and social media sites), offline marketing, including television and print advertising,

and production of advertising content.

•Employee compensation expense consists primarily of compensation expense (excluding stock-based

compensation expense) and other employee-related costs that are not capitalized.

•Stock-based compensation expense consists principally of expense associated with awards of

restricted stock units (“RSUs”), performance-based RSUs, and market-based awards that is not

capitalized. These expenses are not paid in cash.

Long-term debt:

•Credit Facility - The revolving credit facility under the credit agreement of MG Holdings II. At

December 31, 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, 2024, the Term Loan bore interest at a term secured overnight financing rate plus an

applicable adjustment (“Adjusted Term SOFR”) plus 1.75% and the then applicable rate was 6.22%. On

January 21, 2025, we repaid the Term Loan in full utilizing cash on hand.

•5.00% Senior Notes - MG Holdings 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. At December 31,

2025, $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. At December 31, 2025, $500 million

aggregate principal amount was outstanding.

•5.625% Senior Notes - MG Holdings II’s 5.625% Senior Notes due February 15, 2029, with interest

payable each February 15 and August 15, which were issued on February 15, 2019. At December 31,

2025, $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. At December 31, 2025, $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. At December 31, 2025,

$500 million aggregate principal amount was outstanding.

•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.

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•2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes due June 15, 2026 issued by Match

Group FinanceCo 2, Inc., a subsidiary of the Company, which are exchangeable into shares of the

Company's common stock. Interest is payable each June 15 and December 15. On September 8 and

November 13, 2025, we repurchased $76.4 million and $74.8 million of 2026 Exchangeable Notes,

respectively. At December 31, 2025, $424 million aggregate principal amount was outstanding and is

presented as a current liability.

•2030 Exchangeable Notes - The 2.00% Exchangeable Senior Notes due January 15, 2030 issued by

Match Group FinanceCo 3, Inc., a subsidiary of the Company, which are exchangeable into shares of

the Company's common stock. Interest is payable each January 15 and July 15. At December 31, 2025,

$575 million aggregate principal amount was outstanding.

Non-GAAP financial measure:

•Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) - is a

Non-GAAP financial measure. See “Non-GAAP Financial Measures” below for the definition of Adjusted

EBITDA and a reconciliation of net income attributable to Match Group, Inc. to Adjusted EBITDA.

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MANAGEMENT OVERVIEW

Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to

help people make meaningful connections. Our global portfolio of brands includes Tinder®, Hinge®, Match®,

Meetic®, OkCupid®, Pairs™, Plenty Of Fish®, Azar®, BLK®, and more, each built to increase our users’ likelihood of

connecting with others. Through our trusted brands, we provide tailored services to meet the varying

preferences of our users.

We manage our portfolio of brands in four business units: Tinder, Hinge, Evergreen and Emerging, and

Match Group Asia.

As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match Group,

Inc. and its subsidiaries, unless the context indicates otherwise.

Sources of Revenue

All of our services provide the use of certain features for free as well as a variety of additional features

through a subscription or, for certain features, on a pay-per-use, or à la carte, basis. Our revenue is primarily

derived directly from users in the form of recurring subscription fees and à la carte purchases.

Subscription revenue is presented net of credits and credit card chargebacks. Payers who purchase

subscriptions or à la carte features pay in advance, primarily by using a credit card or through mobile app stores,

and, subject to certain conditions identified in our terms and conditions, all purchases are final and

nonrefundable. Fees collected, or contractually due, in advance for subscriptions are deferred and recognized as

revenue using the straight-line method over the term of the applicable subscription period, which primarily

ranges from one week to six months, and corresponding in-app purchase fees incurred on such transactions, if

any, are deferred and expensed over the same period. Revenue from the purchase of à la carte features is

recognized based on usage. We also earn revenue from online advertising, which is recognized each time an ad

is displayed.

Trends affecting our business

Each brand in our portfolio has the goal of using technology to help people make meaningful connections.

While the goal is the same for each brand, the means to achieve that goal can be differentiated by how a specific

brand targets their primary user demographic. With users of our apps often utilizing multiple apps, our brands

can often have overlapping target users. The overall trends affecting all brands within our portfolio, include the

following:

In-App Purchase Fees. Purchases made by our users through mobile applications, as opposed to desktop or

mobile web, continue to increase, and are generally processed through the in-app payment systems provided by

Apple and Google, notwithstanding the availability of alternative payment options in certain circumstances.

Where users make in-app purchases using 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% on iOS and 15% on Android)

of the revenue we receive from these transactions. Where payments on Android and iOS devices are processed

through alternative payment systems, we are also generally required to pay Apple and Google a meaningful

share of those transactions; however, Apple does not currently impose such fees for alternative payments on iOS

in the United States. In 2024, we entered into a partnership with Google through Q1 2027 that provides value

exchange across our broader relationship. We expect this partnership to help offset additional costs that some

of our brands have incurred, or may incur, in connection with implementing Google’s User Choice Billing system,

which allows developers to offer an alternative billing option alongside Google Play’s billing system.

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.

In total, these developments, including the Google partnership, our increased ability to offer alternative

payment options in certain circumstances, and the current inability of Apple to impose fees on transactions

processed through alternative payment systems in the U.S., led to savings in in-app purchase fees in 2025

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compared to 2024. We expect to realize significant in-app purchase fee savings in 2026 compared to 2025 for

the same and similar reasons absent further developments with the Apple and Google app store fee structures.

Implementing new technologies that enhance our user experience. We expect new technologies will be

utilized to continue to drive user engagement. As new technologies develop, we evaluate whether those

technologies can be incorporated into our apps to enhance the user experience. In particular, we are working to

further integrate AI technologies into our services through a variety of features to improve user relevance and

matching. We also recently launched Face Check, a facial verification feature that helps confirm users are real

and match their profile photos, at Tinder. We plan to launch Face Check and other user verification technology

at other brands in the future, including Hinge. Significant resources are required to develop, test, and maintain

these technologies and we expect other technologies to evolve and be tested in our services and incorporated

into our apps in the future.

In addition to the trends affecting our overall portfolio, some of our individual brands are affected by

certain other trends, including the following:

Tinder. Over the past several years, Tinder has experienced a decline in user growth and recently shifted its

strategy to focus on improving user outcomes with multiple product changes and further investments in user

trust and safety that are intended to return Tinder to user growth. Tinder expects revenue to decrease in 2026 at

a similar rate to the decrease in 2025, as these features and investments are tested and implemented.

Hinge. Hinge has a strong user base in English speaking markets and has expanded into additional

European markets in recent years as well as Central and South America in 2025. Further geographic expansion in

South America is expected in 2026, along with expansion into India. Hinge intends to continue to focus on adding

new features to its service to continue to drive user satisfaction for its target audience of intentioned daters. In

the near term, we expect to continue to make investments in the business to support 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 have experienced growth and in many cases are relying on marketing to increase the size

of their user base. We expect revenue from the Emerging Brands will decline as we pivot the product experience

away from a Swipe-based interface for our affinity-based brands suck as BLK and Chispa. We are near the end of

our multi-year process of consolidating technology platforms across various Evergreen and Emerging brands to

enable faster new feature releases and to reduce the cost to maintain those platforms.

MG Asia. Our Azar app, which provides one-to-one video chat, has a market presence primarily in the

Middle East and Europe. Azar leverages AI capabilities to drive user growth and monetization globally. Our Pairs

brand is a leader in dating in Japan with a focus on marriage as an outcome.

On February 22, 2026, Apple removed the Azar app from the Apple App Store. The removal follows 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

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slightly below MG Asia. The foregoing expectations were as of February 3, 2026, speak only as of that date, and

have not been updated. The ultimate impact to MG 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.

Other trends or factors affecting the comparability of our results

Cost of Acquisition. The cost of acquiring new users has consistently been one of our larger operating

expenses. How we deploy our advertising spend varies among brands, with the majority of our advertising spend

taking place online, including social media sites, streaming services, search engines, and influencers.

Additionally, some brands utilize offline and out-of-home marketing campaigns, such as on television and

outdoor billboards. For established brands, we seek to optimize for total return on advertising spend by

frequently analyzing and adjusting spend to focus on marketing channels and markets that generate returns

above our thresholds. Our data-driven approach provides us the flexibility to scale and optimize our advertising

spend. We spend advertising dollars against an expected lifetime value of a Payer that is realized over a multi-

year period. While this advertising spend is intended to be profitable on that basis, it is nearly always negative

during the period in which the expense is incurred. For newer brands that are gaining scale, or existing brands

that are expanding into new geographies, we may make incremental advertising investments to establish the

brand before optimizing monetization of the brand. Our advertising spend may be incurred unevenly throughout

the year.

International markets. Our services are available across the world. Our international revenue represented

56% and 54% of our total revenue for the years ended December 31, 2025 and 2024, respectively. We vary our

pricing to align with local market conditions and our international businesses typically earn revenue in local

currencies. As foreign currency exchange rates fluctuate, translation of the statement of operations of our

international businesses into U.S. dollars affects year-over-year comparability of operating results.

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Results of Operations for the years ended December 31, 2025, 2024 and 2023

The following discussion should be read in conjunction with “Item 8. Consolidated Financial Statements

and Supplementary Data.” The following discussion is regarding our financial condition and results of operations

for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion

regarding our financial condition and results of operations for the year ended December 31, 2024 compared to

the year ended December 31, 2023, please refer to Part II, Item 7, “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.

Revenue

Tinder Direct Revenue declined $77.7 million, or 4%. The decrease in Direct Revenue was driven by a 7%

decrease in Payers, partially offset by an increase in RPP of 3%. On a consistent foreign exchange rate basis, the

decline in revenue was $92.5 million, or 5%, in 2025 compared to 2024.

Hinge Direct Revenue grew $140.4 million, or 26%. Revenue growth was driven by both growth in the U.S.

and other English-speaking markets as well as continued expansion efforts in certain European markets. Payers

increased 18% and RPP increased 7%.

E&E Direct Revenue declined $49.2 million, or 8%, driven by a decline in Payers of 14%, partially offset by

increased RPP of 8%, which was positively impacted by the weakening of the U.S. dollar compared to the Euro.

Our decision to terminate certain live streaming services in the second half of 2024 also partially contributed to

the revenue decline.

MG Asia Direct Revenue declined $16.6 million, or 6%. Excluding revenue from Hakuna, which was shut

down in the third quarter of 2024, MG Asia revenue would have declined $0.3 million. The decline in revenue

was also negatively impacted by the strength of the U.S. dollar compared to the Turkish Lira.

Indirect Revenue increased $10.9 million, primarily due to higher ad impressions compared to 2024 and an

increase in direct advertising activity.

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Cost of revenue (exclusive of depreciation)

Cost of revenue decreased 4%, primarily due to a decrease in Variable Expenses of $22.4 million

predominately at E&E and MG Asia as a result of the termination of certain of our live streaming services and the

shutdown of the Hakuna app in the second half of 2024. Total in-app purchase fees were $687.1 million and

$696.6 million in 2025 and 2024, respectively.

Selling and marketing expense

Selling and marketing expense was essentially flat for the year, up $3.4 million.

General and administrative expense

General and administrative expense increased primarily due to (i) a legal settlement at Tinder in the

amount of $60.5 million, (ii) a settlement with the FTC in the amount of $14.0 million related to certain E&E

applications, and (iii) an increase in severance expense of $9.9 million primarily within Corporate and

Unallocated Costs and E&E. Partially offsetting these increases was (i) a decrease in non-cash compensation of

$13.2 million primarily within E&E related to updated projections for certain performance awards and

headcount reductions and (ii) a gain of $8.3 million on the sale of one of our two buildings in Los Angeles.

Product development expense

Product development expense increased primarily due to increased software expense and stock-based

compensation expense, partially offset by a decrease in employee compensation expense.

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Depreciation

Depreciation was lower primarily due to (i) a decrease in internally developed software depreciation at

Tinder as certain assets became fully depreciated in 2025 and (ii) the write off of internally developed software

associated with our live streaming services in 2024. These decreases were partially offset by increases in

internally developed software at E&E.

Impairments and amortization of intangibles

Impairments and amortization of intangibles decreased primarily due to impairments of intangible assets

at E&E and MG Asia in the prior year as a result of the termination of certain of our live streaming services and

the Hakuna app in 2024.

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Net Income, Operating Income, and Adjusted EBITDA

______________________

NM = Not meaningful

For a reconciliation of operating income to Adjusted EBITDA for each reportable segment, see “Non-GAAP

Financial Measures.”

•Tinder’s operating income was $832.6 million, down 6%, and Adjusted EBITDA was $941.4 million, down

7%, primarily due to costs associated with a legal settlement and the decrease in revenue, partially

offset by a reduction of in-app purchase fees. Operating income further benefited from lower

depreciation expense as certain internally developed software assets became fully depreciated during

2025.

•Hinge’s operating income was $166.3 million, an increase of 37%, and Adjusted EBITDA was $226.5

million, an increase of 36%, primarily due to continued revenue growth. Expense grew at a slower rate

than revenue, leading to expanding margins.

•E&E’s operating income was $63.3 million, down 4%, and Adjusted EBITDA was $140.4 million, down

18%, primarily due to continued decreases in revenue, partially offset by a decrease in Variable

Expenses as a result of the termination of certain of our live streaming services in the second half of

2024. Operating income was also favorably impacted by the decrease in impairments and amortization

of intangible assets as discussed above and decreases in stock-based compensation expense associated

with reductions in headcount and updates for certain performance award projections.

•MG Asia’s operating income was $6.3 million, a $38.6 million improvement over the prior year

operating loss, and Adjusted EBITDA was $66.4 million, up 9%. The change in operating income (loss) is

primarily due to the impairments and amortization of intangible assets in 2024 related to the shutdown

of the Hakuna app in the second half of the year.

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At December 31, 2025, there was $305.2 million of unrecognized compensation cost, net of estimated

forfeitures, related to all stock-based awards, which is expected to be recognized over a weighted average

period of approximately 1.9 years.

Interest expense

Interest expense decreased primarily due to the decrease in the outstanding balance of the Term Loan,

which was repaid in full in January 2025, partially offset by the issuance of the 6.125% Senior Notes in August

2025.

Other income, net

______________________

NM = Not Meaningful

Income tax provision

For discussion of income taxes, see “Note 3—Income Taxes” to the consolidated financial statements

included in “Item 8—Consolidated Financial Statements and Supplementary Data.”

For the year ended December 31, 2025, the Company recorded an income tax provision of $132.5 million

at an effective tax rate of 18%, which is lower than the statutory rate primarily due to a lower rate on U.S.

income derived from foreign sources and research credits.

For the year ended December 31, 2024, the Company recorded an income tax provision of $152.7 million

at an effective tax rate of 22%, which is higher than the statutory rate primarily due to state income taxes and

nondeductible stock-based compensation, partially offset by a lower tax rate on U.S. income derived from

foreign sources and research credits.

On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (“the Act”). The Act provides

changes to U.S. federal tax law, including current expensing of U.S. research expenditures, immediate expensing

of eligible capital expenditures, modifications to the limitation of business interest expense, and changes to

other tax provisions in 2025 and later years. The provisions of the Act resulted in a reduction of 2025 cash tax

payments, and we expect a reduction in the cash tax payments for 2026 as well. Additionally, the 2025 effective

tax rate was negatively affected by the passage of the Act, primarily due to a lower deduction for U.S. income

derived from foreign sources as a result of the current expensing of U.S. research expenditures. We continue to

monitor interpretive guidance related to the Act. The impacts of the legislation are reflected in the consolidated

financial statements as of and for the year ended December 31, 2025.

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A number of countries have enacted or are actively drafting legislation to implement the Organization for

Economic Cooperation and Development's ("OECD") international tax framework, including the Pillar II minimum

tax regime. The Company analyzed the impact of enacted legislation and determined it does not have a material

impact to the income tax provision. The Company is continuing to monitor future developments, including the

newly-introduced side-by-side safe harbor, which would exclude U.S.-parented multinational enterprises from

the scope of certain Pillar II taxes.

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NON-GAAP FINANCIAL MEASURES

Match Group reports Adjusted EBITDA and Revenue excluding foreign exchange effects, both of which are

supplemental measures to U.S. generally accepted accounting principles (“GAAP”). Adjusted EBITDA is among

the primary metrics by which we evaluate the performance of our business, on which our internal budget is

based, and by which management is compensated. Revenue excluding foreign exchange effects provides a

comparable framework for assessing how our business performed without the effect of exchange rate

differences when compared to prior periods. We believe that investors should have access to the same set of

tools that we use in analyzing our results. These non-GAAP measures should be considered in addition to results

prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.

Match Group endeavors to compensate for the limitations of the non-GAAP measures presented by providing

the comparable GAAP measures with equal or greater prominence and descriptions of the reconciling items,

including quantifying such items, to derive the non-GAAP measures. We encourage investors to examine the

reconciling adjustments between the GAAP and non-GAAP measures, which we discuss below.

Adjusted EBITDA

Adjusted EBITDA is defined as net income attributable to Match Group, Inc. shareholders excluding: (1) net

income or loss attributable to noncontrolling interests; (2) income tax provision or benefit; (3) other income

(expense), net; (4) interest expense; (5) depreciation; (6) acquisition-related items consisting of (i) amortization

of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses

recognized on changes in fair value of contingent consideration arrangements, as applicable; and (7) stock-based

compensation expense. We believe Adjusted EBITDA is useful to analysts and investors as this measure allows a

more meaningful comparison between our performance and that of our competitors. Adjusted EBITDA has

certain limitations because it excludes certain expenses. At a segment level, the closest GAAP measure is

operating income (loss) as items outside operating income (loss) are not allocated to segments.

Non-Cash Expenses That Are Excluded From Adjusted EBITDA

Stock-based compensation expense consists principally of expense associated with the grants of RSUs,

performance-based RSUs, and market-based awards. These expenses are not paid in cash, and we include the

related shares in our fully diluted shares outstanding using the treasury stock method; however, performance-

based RSUs and market-based awards are included only to the extent the applicable performance or market

condition(s) have been met (assuming the end of the reporting period is the end of the contingency period). To

the extent stock-based awards are settled on a net basis, we remit the required tax-withholding amounts from

current funds.

Depreciation is a non-cash expense relating to our property and equipment and is computed using the

straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives, or,

in the case of leasehold improvements, the lease term, if shorter.

Amortization of intangible assets and impairments of goodwill and intangible assets are non-cash expenses

related primarily to acquisitions. At the time of an acquisition, the identifiable definite-lived intangible assets of

the acquired company, such as customer lists, trade names, and technology, are valued and amortized over their

estimated lives. Value is also assigned to (i) acquired indefinite-lived intangible assets, which consist of trade

names and trademarks, and (ii) goodwill, which are not subject to amortization. An impairment is recorded when

the carrying value of an intangible asset or goodwill exceeds its fair value. We believe that intangible assets

represent costs incurred by the acquired company to build value prior to acquisition and the related

amortization and impairment charges of intangible assets or goodwill, if applicable, are not ongoing costs of

doing business.

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The following tables reconcile net income attributable to Match Group, Inc. shareholders to Adjusted

EBITDA for the Company’s reportable segments and at a consolidated level:

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______________________

(a)Management does not allocate these items to segments.

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Effects of Changes in Foreign Exchange Rates on Revenue

The impact of foreign exchange rates on the Company, due to its global reach, may be an important factor

in understanding period over period comparisons if movement in exchange rates is significant. Since our results

are reported in U.S. dollars, international revenue is favorably impacted as the U.S. dollar weakens relative to

other currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other currencies. We

believe the presentation of revenue excluding the effects from foreign exchange, in addition to reported

revenue, helps improve investors’ ability to understand the Company’s performance because it excludes the

impact of foreign currency volatility that is not indicative of Match Group’s core operating results.

Revenue excluding foreign exchange effects compares results between periods as if exchange rates had

remained constant period over period. Revenue excluding foreign exchange effects is calculated by translating

current period revenue using prior period exchange rates. The percentage change in revenue excluding foreign

exchange effects is calculated by determining the change in current period revenue over prior period revenue

where current period revenue is translated using prior period exchange rates.

The following tables present the impact of foreign exchange effects on total revenue and Direct Revenue

by segment for the year ended December 31, 2025 compared to the year ended December 31, 2024:

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FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Position

______________________

(a)The maturity date of the Credit Facility is the earlier of (x) March 20, 2029 and (y) the date that is 91

days prior to the maturity date of the existing senior notes due 2027, 2028, or 2029, or any new

indebtedness used to refinance such senior notes that matures prior to the date that is 91 days after

March 20, 2029, in each case if and only if at least $250 million in aggregate principal amount of such

debt is outstanding on such date.

Long-term Debt

For a detailed description of long-term debt, see “Note 6—Long-term Debt, net” to the consolidated

financial statements included in “Item 8. Consolidated Financial Statements and Supplementary Data.”

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Cash Flow Information

In summary, the Company’s cash flows are as follows:

2025

Net cash provided by operating activities in 2025 includes adjustments to income consisting primarily of

$258.2 million of stock-based compensation expense; $67.1 million of depreciation; $38.5 million of

amortization of intangibles; and deferred income taxes of $44.9 million. The increase in cash from changes in

working capital primarily consists of an increase from other assets of $45.9 million, a decrease from accounts

receivable of $23.6 million, and a decrease from accounts payable of $17.2 million primarily related to timing of

payments. These increases in cash were partially offset by a decrease from deferred revenue of $16.1 million

and a decrease from income taxes payable and receivable of $11.9 million.

Net cash used in investing activities in 2025 consists primarily of capital expenditures of $56.8 million that

are primarily related to internal development of software.

Net cash used in financing activities in 2025 is primarily due to purchases of treasury stock of $788.8

million, the repayment of the Term Loan of $425.0 million, dividends paid of $186.3 million, payments to

repurchase a portion of the 2026 Exchangeable Notes of $147.8 million, and payments of $128.5 million of

withholding taxes paid on behalf of employees for net-settled stock-based awards. These uses of cash were

partially offset by proceeds from the issuance of the 6.125% Senior Notes of $700.0 million.

2024

Net cash provided by operating activities in 2024 includes adjustments to income consisting primarily of

$267.4 million of stock-based compensation expense; $87.5 million of depreciation; $74.2 million of impairments

and amortization of intangibles; deferred income taxes of $15.0 million; and other adjustments of $2.0 million,

which includes amortization of deferred financing costs of $6.5 million. The decrease in cash from changes in

working capital primarily consists of a decrease from deferred revenue of $43.1 million as weekly subscriptions

have increased and a decrease from accounts receivable of $29.8 million primarily related to the timing of

receipts and an increase in revenue from app stores, which settle more slowly compared to credit card payments

from web sales. These decreases in cash were partially offset by an increase from other assets of $25.3 million,

primarily related to amortization of certain assets, and an increase from income taxes payable of $22.2 million

due to the timing of tax payments.

Net cash used in investing activities in 2024 consists primarily of capital expenditures of $50.6 million that

are primarily related to internal development of software and purchases of computer hardware.

Net cash used in financing activities in 2024 is primarily due to purchases of treasury stock of $752.7 million

and payments of $11.4 million of withholding taxes paid on behalf of employees for net-settled stock-based

awards. These uses of cash were partially offset by $13.6 million of proceeds from the issuance of common stock

pursuant to stock-based awards.

Liquidity and Capital Resources

The Company’s principal sources of liquidity are its cash and cash equivalents as well as cash flows

generated from operations. At December 31, 2025, $499.4 million was available under the Credit Facility.

The Company has various obligations related to long-term debt instruments and operating leases. For

additional information on long-term debt, including maturity dates and interest rates, see “Note 6—Long-term

Debt, net” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and

Supplementary Data.” For additional information on the operating leases, including a schedule of obligations by

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year, see “Note 12—Leases” to the consolidated financial statements included in “Item 8—Consolidated

Financial Statements and Supplementary Data.” The Company believes it has sufficient cash flows from

operations to satisfy these future obligations.

On August 20, 2025, we completed a private offering of $700 million aggregate principal amount of 6.125%

Senior Notes due 2033. The proceeds from the issuance of these notes will be used to repay all of the

outstanding 2026 Exchangeable Notes at or prior to their maturity, and the remaining proceeds will be used for

general corporate purposes. During 2025, we repurchased $151.1 million aggregate principal amount of 2026

Exchangeable Notes.

The Company anticipates that it will need to make capital and other expenditures in connection with the

development and expansion of its operations. The Company expects that 2026 cash capital expenditures will be

between $55 million and $65 million, flat to 2025 cash capital expenditures.

We have entered into various purchase commitments, primarily consisting of web hosting services that are

currently committed through September 2028. Our obligations under these various purchase commitments,

which were impacted by usage rates in 2025, are $56.3 million for 2026, $73.6 million for 2027, and $70.3 million

for 2028.

The Company does not have any off-balance sheet arrangements at December 31, 2025, other than those

described above.

On January 30, 2024, the Board of Directors of the Company approved a share repurchase program for the

repurchase of up to $1.0 billion in aggregate value of shares of Match Group stock (the “January 2024 Share

Repurchase Program”). On December 10, 2024, the Board of Directors authorized a new repurchase program of

up to $1.5 billion in aggregate value of shares of Match Group common stock (the “December 2024 Share

Repurchase Program”). The December 2024 Share Repurchase Program took effect when the January 2024

Share Repurchase Program was exhausted in April 2025. Under the December 2024 Share Repurchase Program,

$958.5 million in aggregate value of shares of Match Group common stock remains available for repurchase as of

January 31, 2026. Under the December 2024 Share Repurchase Program, shares of our common stock may be

purchased on a discretionary basis from time to time, subject to general business and market conditions and

other investment opportunities, through open market purchases, privately negotiated transactions or other

means, including through Rule 10b5-1 trading plans. The December 2024 Share Repurchase Program may be

suspended or discontinued at any time. During the year ended December 31, 2025, we repurchased 24.7 million

shares for $788.8 million under the January 2024 and December 2024 Share Repurchase Programs.

Effective mid-January 2025, the Company settles substantially all equity awards on a net basis. Assuming all

equity awards outstanding on January 31, 2026 were net settled at the closing price on that date, we would issue

8.4 million shares of common stock (of which 0.1 million are related to vested awards and 8.3 million are related

to unvested awards) and, assuming a 50% withholding rate, would remit $262.0 million in cash for withholding

taxes (of which $4.0 million is related to vested awards and $258.0 million is related to unvested awards). If we

did not settle awards on a net basis and instead issued a sufficient number of shares to cover the $262.0 million

employee withholding tax obligation, 8.4 million additional shares would be issued by the Company.

At December 31, 2025, most of the Company’s international cash can be repatriated without significant tax

consequences.

Our indebtedness could limit our ability to: (i) obtain additional financing to fund working capital needs,

acquisitions, capital expenditures, debt service, or other requirements; and (ii) use operating cash flow to pursue

acquisitions or invest in other areas, such as developing properties and exploiting business opportunities. The

Company may need to raise additional capital through future debt or equity financing to make additional

acquisitions and investments or to provide for greater financial flexibility. Additional financing may not be

available on terms favorable to the Company or at all.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The following disclosure is provided to supplement the descriptions of Match Group’s accounting policies

contained in “Note 2—Summary of Significant Accounting Policies” to the consolidated financial statements

included in “Item 8—Consolidated Financial Statements and Supplementary Data” in regard to significant areas

of judgment. Management of the Company is required to make certain estimates, judgments and assumptions

during the preparation of its consolidated financial statements in accordance with GAAP. These estimates,

judgments and assumptions impact the reported amount of assets, liabilities, revenue and expenses and the

related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. Because of

the size of the financial statement elements to which they relate, some of our accounting policies and estimates

have a more significant impact on our consolidated financial statements than others. What follows is a

discussion of some of our more significant accounting policies and estimates.

Business Combinations

Acquisitions have historically been an important part of our growth strategy. The purchase price of each

acquisition is attributed to the assets acquired and liabilities assumed based on their fair values at the date of

acquisition, including identifiable intangible assets that either arise from a contractual or legal right or are

separable from goodwill. The fair value of these intangible assets is based on valuations that use information and

assumptions provided by management. The excess purchase price over the net tangible and identifiable

intangible assets is recorded as goodwill and is assigned to the reporting unit that is expected to benefit from the

combination as of the acquisition date.

Recoverability of Goodwill and Indefinite-Lived Intangible Assets

Goodwill is the Company’s largest asset with a carrying value of $2.3 billion at each of December 31, 2025

and 2024, representing 52% of the Company’s total assets on both dates. Indefinite-lived intangible assets,

which consist of certain of the Company’s acquired trade names and trademarks, have a carrying value of $105.6

million and $96.9 million at December 31, 2025 and 2024, respectively.

The Company assesses goodwill on its four reporting units and indefinite-lived intangible assets for

impairment annually as of October 1, or more frequently if an event occurs or circumstances indicate that it is

more likely than not the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset is

below its carrying value.

Goodwill

When the Company elects to perform a qualitative assessment and concludes it is not more likely than not

that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting

unit’s goodwill is necessary; otherwise, a quantitative assessment is performed to further assess if any goodwill

impairment exists.

If the Company concludes that it is more likely than not that there may be an impairment, the fair value of

each reporting unit will be determined and compared to its carrying value, including goodwill. If the fair value of

a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of

a reporting unit exceeds its estimated fair value, an impairment loss equal to the excess is recorded.

If measuring the estimated fair value of each operating unit, the Company uses a combination of an income

approach and a market approach. Under the income approach, a discounted cash flow analysis is performed

with assumptions and estimates of forecast operating cash flows, including revenue growth rates, profitability

margins, and discount rates, which all vary among reporting units. The market approach utilizes the guideline

public companies method and is based on revenue and income multiple data derived from publicly traded peer

group companies. There are significant judgments inherent in each analysis, including estimating the amount

and timing of expected future cash flows, the selection of appropriate discount rates, and the peer group

companies used.

The Company performed a qualitative impairment assessment as of October 1, 2025 and 2024 and

concluded that it was more likely than not that the fair values of each reporting unit exceeded their carrying

values.

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Indefinite-Lived Intangible Assets

The Company has the option to qualitatively assess whether it is more likely than not that the fair values of

its indefinite-lived intangible assets are less than their carrying values. The Company performed a qualitative

impairment assessment for certain indefinite-lived assets as of October 1, 2025 and concluded that it was more

likely than not that the fair values of those indefinite-lived intangible assets exceeded their carrying values.

For assets in which a quantitative assessment is performed, the Company determines the fair value of its

indefinite-lived intangible assets using an avoided royalty discounted cash flow (“DCF”) valuation analysis.

Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and

estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses are

intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible

assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market

participant would pay to license the specific trade names and trademarks. The future cash flows are based on

the Company’s most recent forecast and budget and, for years beyond the budget, the Company’s estimates are

based, in part, on forecasted growth rates. Assumptions used in the avoided royalty DCF analyses, including the

discount rate and royalty rate, are assessed when a quantitative assessment is performed based on the actual

and projected cash flows related to the asset, as well as macroeconomic and industry specific factors. The

discount rate used in the Company’s 2025 quantitative assessment as part of the annual indefinite-lived

impairment assessment was 14%, and the royalty rate used was 6%.

If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment

equal to the excess is recorded.

At December 31, 2025 and 2024, based on those indefinite-lived intangible assets for which a quantitative

analyses was performed, none of the Company’s indefinite-lived intangible assets fair values were identified as

being below 110% of their carrying value. While it is believed that the assumptions used in our quantitative

analysis were reasonable, changes in these assumptions, including lowering forecasts for revenue and margin,

lowering the long-term growth rate, or changes in the future discount rate assumptions, could result in a future

impairment.

During the third quarter ended September 30, 2024, in connection with our decision to terminate certain

of our live streaming services and our Hakuna app, we recognized impairment charges of $28.7 million related to

indefinite-lived intangible assets in the MG Asia and E&E segments. For certain assets with no remaining cash

flows, the Company fully impaired the asset. For assets with remaining cash flows, the Company conducted

discounted cash flow valuations.

In connection with the annual impairment assessment, the Company reviews the useful lives for intangible

assets and whether events or changes in circumstances indicate that an indefinite life may no longer be

appropriate. During the year ended December 31, 2024, the Company reclassified certain indefinite-lived

intangible assets with a carrying value of $47.2 million to the definite-lived intangible asset category because

these assets were no longer considered to have an indefinite life. No such assets were identified during the year

ended December 31, 2025.

Recoverability and Estimated Useful Lives of Definite-lived Intangible Assets

We review the carrying value of all definite-lived intangible assets for impairment whenever events or

changes in circumstances indicate that the carrying value of an asset group may not be recoverable. The carrying

value of a definite-lived intangible asset is not recoverable if it exceeds the sum of the undiscounted cash flows

expected to result from the use and eventual disposition of the asset group. If the carrying value is deemed not

to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the

definite-lived intangible asset exceeds its fair value. In addition, the Company reviews the useful lives of its

definite-lived intangible assets whenever events or changes in circumstances indicate that these lives may be

changed. No impairments were identified during the year ended December 31, 2025. During the year ended

December 31, 2024, in connection with our decision to terminate certain of our live streaming services and our

Hakuna app, we recognized impairment charges of $1.9 million related to definite-lived intangible assets in the

MG Asia and E&E segments. The carrying value of definite-lived intangible assets was $87.3 million and $118.5

million at December 31, 2025 and 2024, respectively.

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Income Taxes

Match Group is subject to income taxes in the United States and numerous foreign jurisdictions. Significant

judgment is required in determining our provision for income taxes and income tax assets and liabilities,

including evaluating uncertainties in the application of accounting principles and complex tax laws.

We record a provision for income taxes for the anticipated tax consequences of our reported results of

operations using the asset and liability method. Under this method, we recognize deferred income tax assets and

liabilities for the future tax consequences of temporary differences between the financial reporting and tax

bases of asset and liabilities, as well as for net operating loss and tax credit carryforwards. Deferred tax assets

and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences

are expected to be realized or settled. We recognize the deferred income tax effects of a change in tax rates in

the period of enactment.

A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not

that the deferred tax asset will not be realized. We consider all available evidence, both positive and negative,

including historical levels of income, expectations and risks associated with estimates of future taxable income,

and tax planning strategies in assessing the need for a valuation allowance.

We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that

the tax position will be sustained based on the technical merits of the position. Such tax benefits are measured

based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. This

measurement step is inherently difficult and requires subjective estimations of such amounts to determine the

probability of various possible outcomes. We consider many factors when evaluating and estimating our tax

positions and tax benefits, which may require periodic adjustment. We make adjustments to our unrecognized

tax benefits when facts and circumstances change, such as the closing of a tax audit or the refinement of an

estimate. Although we believe that we have adequately reserved for our uncertain tax positions, the final

outcome of these matters may vary significantly from our estimates. To the extent that the final outcome of

these matters is different from the amounts recorded, such differences will affect the income tax provision in

the period in which such determination is made, and could have a material impact on our financial condition and

operating results.

Stock-Based Compensation

The Company recorded stock-based compensation expense of $258.2 million and $267.4 million for the

years ended December 31, 2025 and 2024, respectively.

We use a variety of instruments we use to attract, retain, and reward employees at many of our brands by

allowing them to benefit from the value they help to create. We also utilize stock-based awards as part of our

acquisition strategy. We accomplish these objectives, in part, by issuing awards denominated in the equity of our

non-public subsidiaries as well as in Match Group, Inc. We further refine this approach by tailoring the terms of

awards as appropriate. For example, we issue certain awards with vesting conditioned on the achievement of

specified performance targets such as revenue or profits; these awards are referred to as performance awards.

In other cases, we condition the vesting of awards to the Company’s stock price; these awards are referred to as

market-based awards.

The Company issues RSUs and performance-based RSUs (“PSUs”). The value of RSUs with vesting subject

only to continued service is based on the fair value of Match Group common stock on the grant date. The value

of RSUs that include a market condition is based on fair value estimated using a lattice model. The value of RSUs

is expensed as stock-based compensation expense over the applicable vesting term. For PSU awards, the

expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-

based compensation over the vesting term if the performance targets are considered probable of being

achieved.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see “Note 2—Summary of Significant Accounting

Policies” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and

Supplementary Data.”

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