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As filed with the Securities and Exchange Commission on May 5, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the Quarterly Period Ended | March 31, 2026 | |
Or | ||
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from__________to__________ | ||
Commission File No. 001-34148
Match Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 59-2712887 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
8750 North Central Expressway, Suite 1400, Dallas, Texas 75231
(Address of registrant’s principal executive offices)
(214) 576-9352
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: | ||||
Title of each class | Trading Symbol | Name of exchange on which registered | ||
Common Stock, par value $0.001 | MTCH | The Nasdaq Stock Market LLC | ||
(Nasdaq Global Select Market) | ||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☑ | Accelerated filer | ☐ | Non- accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☑
As of April 30, 2026, there were 233,266,526 shares of common stock outstanding.
2
TABLE OF CONTENTS
Page Number | ||
3
PART I
FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (Unaudited)
March 31, 2026 | December 31, 2025 | ||
(In thousands, except share data) | |||
ASSETS | |||
Cash and cash equivalents | $1,020,095 | $1,027,838 | |
Short-term investments | 3,298 | 3,461 | |
Accounts receivable, net of allowance of $305 and $304, respectively | 293,186 | 303,495 | |
Other current assets | 105,609 | 92,500 | |
Total current assets | 1,422,188 | 1,427,294 | |
Property and equipment, net of accumulated depreciation and amortization of $333,895 and $323,896, respectively | 138,877 | 131,159 | |
Goodwill | 2,336,995 | 2,339,350 | |
Intangible assets, net of accumulated amortization of $174,673 and $172,567, respectively | 152,411 | 192,929 | |
Deferred income taxes | 195,649 | 216,057 | |
Other non-current assets | 161,817 | 154,022 | |
TOTAL ASSETS | $4,407,937 | $4,460,811 | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
LIABILITIES | |||
Current maturities of long-term debt, net | $423,729 | $423,580 | |
Accounts payable | 9,309 | 9,577 | |
Deferred revenue | 150,252 | 151,337 | |
Accrued expenses and other current liabilities | 323,303 | 422,051 | |
Total current liabilities | 906,593 | 1,006,545 | |
Long-term debt, net | 3,550,473 | 3,549,099 | |
Income taxes payable | 45,873 | 43,522 | |
Deferred income taxes | 1,781 | 10,732 | |
Other long-term liabilities | 121,334 | 104,309 | |
Commitments and contingencies | |||
SHAREHOLDERS’ EQUITY | |||
Common stock; $0.001 par value; authorized 1,600,000,000 shares; 303,494,423 and 300,166,909 shares issued; and 233,898,313 and 232,530,646 outstanding at March 31, 2026 and December 31, 2025, respectively | 303 | 300 | |
Additional paid-in capital | 8,661,187 | 8,721,015 | |
Retained deficit | (5,799,470) | (5,966,307) | |
Accumulated other comprehensive loss | (434,141) | (422,620) | |
Treasury stock; 69,596,110 and 67,636,263 shares, respectively | (2,645,996) | (2,585,892) | |
Total Match Group, Inc. shareholders’ equity | (218,117) | (253,504) | |
Noncontrolling interests | — | 108 | |
Total shareholders’ equity | (218,117) | (253,396) | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $4,407,937 | $4,460,811 | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
4
MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
Three Months Ended March 31, | |||
2026 | 2025 | ||
(In thousands, except per share data) | |||
Revenue | $863,934 | $831,178 | |
Operating costs and expenses: | |||
Cost of revenue (exclusive of depreciation shown separately below) | 210,656 | 236,908 | |
Selling and marketing expense | 163,030 | 157,096 | |
General and administrative expense | 89,128 | 111,520 | |
Product development expense | 116,805 | 120,854 | |
Depreciation | 14,132 | 21,729 | |
Impairment and amortization of intangibles | 33,767 | 10,478 | |
Total operating costs and expenses | 627,518 | 658,585 | |
Operating income | 236,416 | 172,593 | |
Interest expense | (42,525) | (35,256) | |
Other income, net | 6,640 | 2,616 | |
Income before income taxes | 200,531 | 139,953 | |
Income tax provision | (33,686) | (22,382) | |
Net income | 166,845 | 117,571 | |
Net income attributable to noncontrolling interests | (8) | (1) | |
Net income attributable to Match Group, Inc. shareholders | $166,837 | $117,570 | |
Net earnings per share attributable to Match Group, Inc. shareholders: | |||
Basic | $0.71 | $0.47 | |
Diluted | $0.68 | $0.44 | |
Stock-based compensation expense by function: | |||
Cost of revenue | $1,467 | $1,835 | |
Selling and marketing expense | 2,608 | 2,742 | |
General and administrative expense | 19,762 | 27,006 | |
Product development expense | 34,730 | 38,811 | |
Total stock-based compensation expense | $58,567 | $70,394 | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
5
MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS (Unaudited)
Three Months Ended March 31, | |||
2026 | 2025 | ||
(In thousands) | |||
Net income | $166,845 | $117,571 | |
Other comprehensive (loss) income, net of tax | |||
Change in foreign currency translation adjustment | (11,523) | 12,143 | |
Total other comprehensive (loss) income | (11,523) | 12,143 | |
Comprehensive income | 155,322 | 129,714 | |
Components of comprehensive (income) loss attributable to noncontrolling interests: | |||
Net income attributable to noncontrolling interests | (8) | (1) | |
Change in foreign currency translation adjustment attributable to noncontrolling interests | 2 | (6) | |
Comprehensive income attributable to noncontrolling interests | (6) | (7) | |
Comprehensive income attributable to Match Group, Inc. shareholders | $155,316 | $129,707 | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these
statements.
6
MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited)
Three Months Ended March 31, 2026
Match Group Shareholders’ Equity | |||||||||||||||||
Common Stock $0.001 Par Value | |||||||||||||||||
$ | Shares | Additional Paid-in Capital | Retained (Deficit) Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Match Group Shareholders’ Equity | Noncontrolling Interests | Total Shareholders’ Equity | |||||||||
(In thousands) | |||||||||||||||||
Balance as of December 31, 2025 | $300 | 300,167 | $8,721,015 | $(5,966,307) | $(422,620) | $(2,585,892) | $(253,504) | $108 | $(253,396) | ||||||||
Net income for the three months ended March 31, 2026 | — | — | — | 166,837 | — | — | 166,837 | 8 | 166,845 | ||||||||
Other comprehensive loss, net of tax | — | — | — | — | (11,521) | — | (11,521) | (2) | (11,523) | ||||||||
Stock-based compensation expense | — | — | 63,612 | — | — | — | 63,612 | — | 63,612 | ||||||||
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes | 3 | 3,327 | (76,406) | — | — | — | (76,403) | — | (76,403) | ||||||||
Dividend and dividend equivalent declared ($0.20 per share of Common Stock and Restricted Stock Units) | — | — | (54,132) | — | — | — | (54,132) | — | (54,132) | ||||||||
Dividend equivalent payable | — | — | 7,344 | — | — | — | 7,344 | — | 7,344 | ||||||||
Purchase of noncontrolling interest | — | — | 97 | — | — | — | 97 | (457) | (360) | ||||||||
Purchase of treasury stock | — | — | — | — | — | (60,104) | (60,104) | — | (60,104) | ||||||||
Adjustment of noncontrolling interests to fair value | — | — | (343) | — | — | — | (343) | 343 | — | ||||||||
Balance as of March 31, 2026 | $303 | 303,494 | $8,661,187 | $(5,799,470) | $(434,141) | $(2,645,996) | $(218,117) | $— | $(218,117) | ||||||||
7
MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) (Continued)
Three Months Ended March 31, 2025
Match Group Shareholders’ Equity | |||||||||||||||||
Common Stock $0.001 Par Value | |||||||||||||||||
$ | Shares | Additional Paid-in Capital | Retained (Deficit) Earnings | Accumulated Other Comprehensive (Loss) Income | Treasury Stock | Total Match Group Shareholders’ Equity | Noncontrolling Interests | Total Shareholders’ Equity | |||||||||
(In thousands) | |||||||||||||||||
Balance as of December 31, 2024 | $294 | 294,432 | $8,756,482 | $(6,579,753) | $(449,611) | $(1,791,071) | $(63,659) | $2 | $(63,657) | ||||||||
Net income for the three months ended March 31, 2025 | — | — | — | 117,570 | — | — | 117,570 | 1 | 117,571 | ||||||||
Other comprehensive income, net of tax | — | — | — | — | 12,137 | — | 12,137 | 6 | 12,143 | ||||||||
Stock-based compensation expense | — | — | 72,512 | — | — | — | 72,512 | — | 72,512 | ||||||||
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes | 4 | 3,229 | (78,374) | — | — | — | (78,370) | — | (78,370) | ||||||||
Dividend and dividend equivalent declared ($0.19 per share of Common Stock and Restricted Stock Units) | — | — | (50,057) | — | — | — | (50,057) | — | (50,057) | ||||||||
Dividend equivalent payable | — | — | 2,807 | — | — | — | 2,807 | — | 2,807 | ||||||||
Purchase of noncontrolling interest | — | — | — | — | — | — | — | (84) | (84) | ||||||||
Purchase of treasury stock | — | — | — | — | — | (195,577) | (195,577) | — | (195,577) | ||||||||
Adjustment of noncontrolling interests to fair value | — | — | (75) | — | — | — | (75) | 75 | — | ||||||||
Balance as of March 31, 2025 | $298 | 297,661 | $8,703,295 | $(6,462,183) | $(437,474) | $(1,986,648) | $(182,712) | $— | $(182,712) | ||||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
8
MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
Three Months Ended March 31, | |||
2026 | 2025 | ||
(In thousands) | |||
Net income | $166,845 | $117,571 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Stock-based compensation expense | 58,567 | 70,394 | |
Depreciation | 14,132 | 21,729 | |
Impairments and amortization of intangibles | 33,767 | 10,478 | |
Deferred income taxes | 11,641 | (3,722) | |
Other adjustments, net | 2,211 | 5,325 | |
Changes in assets and liabilities | |||
Accounts receivable | 8,992 | 2,510 | |
Other assets | (9,450) | 15,230 | |
Accounts payable and other liabilities | (98,042) | (49,339) | |
Income taxes payable and receivable | 6,491 | 11,525 | |
Deferred revenue | (796) | (8,584) | |
Net cash provided by operating activities | 194,358 | 193,117 | |
Cash flows from investing activities: | |||
Capital expenditures | (20,384) | (15,427) | |
Other, net | — | (1,067) | |
Net cash used in investing activities | (20,384) | (16,494) | |
Cash flows from financing activities: | |||
Principal payments on Term Loan | — | (425,000) | |
Proceeds from issuance of common stock pursuant to stock-based awards and employee stock purchase plan | — | 378 | |
Withholding taxes paid on behalf of employees on net settled stock-based awards | (74,848) | (78,749) | |
Purchase of treasury stock | (60,104) | (188,676) | |
Dividends | (44,189) | (47,791) | |
Purchase of noncontrolling interests | (232) | (84) | |
Other, net | — | (374) | |
Net cash used in financing activities | (179,373) | (740,296) | |
Total cash used | (5,399) | (563,673) | |
Effect of exchange rate changes on cash and cash equivalents | (2,344) | 7,102 | |
Net decrease in cash and cash equivalents | (7,743) | (556,571) | |
Cash and cash equivalents at beginning of period | 1,027,838 | 965,993 | |
Cash and cash equivalents at end of period | $1,020,095 | $409,422 | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
9
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies
designed to help people make meaningful connections. Our global portfolio of brands includes Tinder®,
Hinge®, Match®, Meetic®, OkCupid®, Pairs™, Plenty Of Fish®, Azar®, BLK®, and more, each built to
increase our users’ likelihood of connecting with others. Through our trusted brands, we provide tailored
services to meet the varying preferences of our users. Match Group has four operating segments,
Tinder, Hinge, Evergreen and Emerging, and Match Group Asia (“MG Asia”).
As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match
Group, Inc. and its subsidiaries, unless the context indicates otherwise.
Basis of Presentation and Consolidation
The Company prepares its consolidated financial statements in accordance with U.S. generally
accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of
the Company, all entities that are wholly-owned by the Company and all entities in which the Company
has a controlling financial interest. Intercompany transactions and accounts have been eliminated.
In management’s opinion, the unaudited interim consolidated financial statements have been
prepared on the same basis as the annual consolidated financial statements and reflect, in
management’s opinion, all adjustments, consisting of normal and recurring adjustments, necessary for
the fair presentation of our consolidated financial position, consolidated results of operations and
consolidated cash flows for the periods presented. Interim results are not necessarily indicative of the
results that may be expected for the full year. The accompanying unaudited consolidated financial
statements should be read in conjunction with the consolidated statements and notes thereto included
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Accounting Estimates
Management of the Company is required to make certain estimates, judgments, and assumptions
during the preparation of its consolidated financial statements in accordance with GAAP. These
estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and
expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from
these estimates.
On an ongoing basis, the Company evaluates its estimates and judgments including those related
to: the fair values of cash equivalents; the carrying value of accounts receivable, including the
determination of the allowance for credit losses; the carrying value of right-of-use assets; the useful
lives and recoverability of definite-lived intangible assets and property and equipment; the recoverability
of goodwill and indefinite-lived intangible assets; the fair value of equity securities without readily
determinable fair values; contingencies; unrecognized tax benefits; the valuation allowance for deferred
income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The
Company bases its estimates and judgments on historical experience, its forecasts and budgets, and
other factors that the Company considers relevant.
Accounting for Investments and Equity Securities
Investments in equity securities, other than those of our consolidated subsidiaries, are accounted
for at fair value or under the measurement alternative of the Financial Accounting Standards Board’s
(“FASB”) equity securities guidance, with any changes to fair value recognized within other income
(expense), net each reporting period. Under the measurement alternative, equity investments without
readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes
resulting from observable price changes in orderly transactions for identical or a similar investment of
the same issuer; value is generally determined based on a market approach as of the transaction date.
10
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
A security will be considered identical or similar if it has identical or similar rights to the equity securities
held by the Company. The Company reviews its equity securities without readily determinable fair
values for impairment each reporting period when there are qualitative factors or events that indicate
possible impairment. Factors we consider in making this determination include negative changes in
industry and market conditions, financial performance, business prospects, and other relevant events
and factors. When indicators of impairment exist, the Company prepares quantitative assessments of
the fair value of our investments in equity securities, which require judgment and the use of estimates.
When our assessment indicates that the fair value of the investment is below the carrying value, the
Company writes down the security to its fair value and records the corresponding charge within other
income (expense), net.
Revenue Recognition
Revenue is recognized when control of the promised services are transferred to our customers,
and in the amount that reflects the consideration the Company expects to be entitled to in exchange for
those services.
Deferred Revenue
Deferred revenue consists of advance payments that are received or are contractually due in
advance of the Company's performance. The Company’s deferred revenue is reported on a contract by
contract basis at the end of each reporting period. The Company classifies deferred revenue as current
when the term of the applicable subscription period or expected completion of our performance
obligation is one year or less. The current deferred revenue balance as of December 31, 2025 was
$151.3 million. During the three months ended March 31, 2026, the Company recognized $126.9 million
of revenue that was included in the deferred revenue balance as of December 31, 2025. The current
deferred revenue balance at March 31, 2026 is $150.3 million. At March 31, 2026 and December 31,
2025, there was no non-current portion of deferred revenue.
Practical Expedients and Exemptions
The Company does not disclose the value of unsatisfied performance obligations for (i) contracts
with an original expected length of one year or less, (ii) contracts with variable consideration that is
allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted
for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the
amount which we have the right to invoice for services performed.
11
Disaggregation of Revenue
The following table presents disaggregated revenue:
Three Months Ended March 31, | |||
2026 | 2025 | ||
(In thousands) | |||
Revenue: | |||
Direct Revenue | $847,858 | $812,449 | |
Indirect Revenue (principally advertising revenue) | 16,076 | 18,729 | |
Total Revenue | $863,934 | $831,178 | |
Direct Revenue: | |||
Tinder | $454,697 | $447,403 | |
Hinge | 194,497 | 152,241 | |
Evergreen & Emerging(a) | 139,144 | 149,150 | |
Match Group Asia(b) | 59,520 | 63,655 | |
Total Direct Revenue | $847,858 | $812,449 | |
______________________
(a)Primarily consists of the brands Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of
demographically focused brands.
(b)Consists of the brands Pairs™ and Azar®.
Recent Accounting Pronouncements
Accounting pronouncements adopted by the Company
In November 2024, the FASB issued Accounting Standard Update (“ASU”) No. 2024-04, which
clarifies the requirements for determining whether certain settlements of convertible debt instruments
should be accounted for as induced conversions or extinguishment of convertible debt. We adopted
ASU No. 2024-04 effective January 1, 2026. We adopted the new standard on a prospective basis. No
induced conversions have occurred in the period of adoption.
Accounting pronouncements not yet adopted by the Company
In November 2024, the FASB issued ASU No. 2024-03, which requires more detailed disclosures
about specified categories of expenses, including employee compensation, within certain expense
captions presented on the face of the income statement, and disclosure of selling expenses. ASU No.
2024-03 is effective for our annual reporting on Form 10-K for the year ended December 31, 2027 and
within interim periods beginning on our Form 10-Q for the quarter ended March 31, 2028. The new
standard may be applied prospectively or retrospectively, and early adoption is permitted. We expect
ASU No. 2024-03 to only impact our disclosures with no impact to our results of operations, cash flows,
and financial condition. We are currently evaluating when we will adopt the ASU.
In September 2025, the FASB issued ASU No. 2025-06, which updates the accounting for internal
use software. The ASU updates the criteria that must be met for entities to begin capitalizing software
costs. ASU No. 2025-06 is effective for the Company starting January 1, 2028. The new standard may
be adopted prospectively, retrospectively, or via modified prospective transition method, and early
adoption is permitted. We are currently evaluating ASU No. 2025-06 and its impact on our results of
operations, cash flows, and financial condition and evaluating when we will adopt the ASU.
12
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
NOTE 2—INCOME TAXES
At the end of each interim period, the Company estimates the annual effective income tax rate and
applies that rate to its ordinary year-to-date income or loss. The income tax provision or benefit related
to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported
net of their related tax effects, is individually computed and recognized in the interim period in which it
occurs. In addition, the effect of changes in enacted tax laws or rates, tax status, and judgment on the
realizability of beginning-of-the-year deferred tax assets in future years or unrecognized tax benefits is
recognized in the interim period in which the change occurs.
The computation of the estimated annual effective income tax rate at each interim period requires
certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss)
for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign
jurisdictions, permanent and temporary differences, and the likelihood of the realization of deferred tax
assets generated in the current year. The accounting estimates used to compute the provision or
benefit for income taxes may change as new events occur, more experience is acquired, additional
information is obtained or our tax environment changes. To the extent that the estimated annual
effective income tax rate changes during a quarter, the effect of the change on prior quarters is included
in the income tax provision in the quarter in which the change occurs.
For the three months ended March 31, 2026 and 2025, the Company recorded an income tax
provision of $33.7 million and $22.4 million, respectively.
The effective tax rates for the three-month periods in 2026 and 2025 of 17% and 16%,
respectively, were lower than the statutory rate primarily due to excess tax benefits generated by the
exercise and vesting of stock-based awards, U.S. income derived from foreign sources, and research
credits. These effects were partially offset by nondeductible stock-based compensation and state
income taxes.
Match Group is routinely under audit by federal, state, local, and foreign authorities in the area of
income tax. These audits include a review of the timing and amount of income and deductions, and the
allocation of such income and deductions among various tax jurisdictions. The Internal Revenue
Service (“IRS”) has completed its audit of the Company’s federal income tax returns for years through
December 31, 2019. Although the 2020 and 2021 tax years are closed to assessment, adjustments to
taxable income may still be made if it impacts net operating loss or credit carryforwards brought forward
from that year. Returns filed in various other jurisdictions are open to examination for tax years
beginning with 2015. Although we believe that we have adequately reserved for our uncertain tax
positions, the final tax outcome of these matters may vary significantly from our estimates.
At March 31, 2026 and December 31, 2025, unrecognized tax benefits, including interest and
penalties, were $67.1 million and $64.0 million, respectively. If unrecognized tax benefits at March 31,
2026 are subsequently recognized, income tax expense would be reduced by $66.2 million, net of
related deferred tax assets and interest. The comparable amount as of December 31, 2025 was $58.5
million.
The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits
in the income tax provision. Accruals of interest and penalties for the three months ended March 31,
2026 and 2025 were not material. At March 31, 2026, noncurrent income taxes payable includes
accrued interest and penalties of $4.1 million. The comparable amount as of December 31, 2025 was
$3.6 million.
NOTE 3—FINANCIAL INSTRUMENTS
Equity securities without readily determinable fair values
At both March 31, 2026 and December 31, 2025, the carrying value of the Company’s investments
in equity securities without readily determinable fair values totaled $33.3 million, and is included in
“Other non-current assets” in the accompanying consolidated balance sheet. The cumulative downward
13
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
adjustments (including impairments) and upward adjustments to the carrying value of equity securities
without readily determinable fair values through March 31, 2026 were $2.2 million and $6.7 million,
respectively. For both the three months ended March 31, 2026 and 2025, there were no adjustments to
the carrying value of equity securities without readily determinable fair values.
For all equity securities without readily determinable fair values as of March 31, 2026 and
December 31, 2025, the Company has elected the measurement alternative. For both the three months
ended March 31, 2026 and 2025, under the measurement alternative election, the Company did not
identify any fair value adjustments using observable price changes in orderly transactions for an
identical or similar investment of the same issuer.
Fair Value Measurements
The Company categorizes its financial instruments measured at fair value into a fair value
hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value
hierarchy are:
•Level 1: Observable inputs obtained from independent sources, such as quoted market prices
for identical assets and liabilities in active markets.
•Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices
for similar assets or liabilities in active markets, quoted market prices for identical or similar
assets or liabilities in markets that are not active, and inputs that are derived principally from or
corroborated by observable market data. The fair values of the Company’s Level 2 financial
assets are primarily obtained from observable market prices for identical underlying securities
that may not be actively traded. Certain of these securities may have different market prices
from multiple market data sources, in which case an average market price is used.
•Level 3: Unobservable inputs for which there is little or no market data and require the
Company to develop its own assumptions, based on the best information available in the
circumstances, about the assumptions market participants would use in pricing the assets or
liabilities.
The following tables present the Company’s financial instruments that are measured at fair value
on a recurring basis:
March 31, 2026 | |||||
Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Total Fair Value Measurements | |||
(In thousands) | |||||
Assets: | |||||
Cash equivalents: | |||||
Money market funds | $172,537 | $— | $172,537 | ||
Time deposits | — | 147,883 | 147,883 | ||
Short-term investments: | |||||
Time deposits | — | 3,298 | 3,298 | ||
Intangible assets: | |||||
Digital assets (cost basis of $10,167) | 4,174 | — | 4,174 | ||
Total | $176,711 | $151,181 | $327,892 | ||
14
December 31, 2025 | |||||
Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Total Fair Value Measurements | |||
(In thousands) | |||||
Assets: | |||||
Cash equivalents: | |||||
Money market funds | $224,837 | $— | $224,837 | ||
Time deposits | — | 151,890 | 151,890 | ||
Short-term investments: | |||||
Time deposits | — | 3,461 | 3,461 | ||
Intangible assets: | |||||
Digital assets Digital assets (cost basis of $10,167) | 7,216 | — | 7,216 | ||
Total | $232,053 | $155,351 | $387,404 | ||
Assets measured at fair value on a nonrecurring basis
The Company’s non-financial assets, such as goodwill, intangible assets, property and equipment,
and right-of-use assets, are adjusted to fair value only when an impairment charge is recognized. The
Company’s financial assets, comprised of equity securities without readily determinable fair values, are
adjusted to fair value when observable price changes are identified or an impairment charge is
recognized. Such fair value measurements are based predominantly on Level 3 inputs.
During the quarter ended March 31, 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
of the Azar app. Based on these recent events, the financial outlook for Azar changed and the Company
performed impairment assessments for the non-financial assets associated with Azar. An impairment
charge of $25.2 million related to the Azar trade name was recognized in the quarter ended March 31,
2026 based on a $33.4 million current fair value, which was determined using an avoided royalty
discounted cash flow valuation. The Company also reclassified the Azar trade name from indefinite-
lived intangible assets to the definite-lived intangible asset category as of March 31, 2026. There were
no other impairments identified for any other long-lived assets associated with Azar or the goodwill
associated with the MG Asia reporting unit as of March 31, 2026.
15
Financial instruments measured at fair value only for disclosure purposes
The following table presents the carrying value and the fair value of financial instruments
measured at fair value only for disclosure purposes.
March 31, 2026 | December 31, 2025 | ||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | ||||
(In thousands) | |||||||
Current maturities of long-term debt (a) (b) | $(423,729) | $(420,675) | $(423,580) | $(416,966) | |||
Long-term debt, net (a) (b) | $(3,550,473) | $(3,381,932) | $(3,549,099) | $(3,450,867) | |||
______________________
(a)At March 31, 2026, the carrying value of current maturities of long-term debt, net includes
unamortized debt issuance costs of $0.1 million. At March 31, 2026 and December 31, 2025,
the carrying value of long-term debt, net includes unamortized original issue discount and debt
issuance costs of $24.5 million and $25.9 million, respectively.
(b)At March 31, 2026, the fair value of the 2026 Exchangeable Notes and 2030 Exchangeable
Notes (described in “Note 4—Long-term Debt, net”) is $420.7 million and $512.8 million,
respectively. At December 31, 2025, the fair value of the 2026 Exchangeable Notes and 2030
Exchangeable Notes is $417.0 million and $517.0 million, respectively.
At March 31, 2026 and December 31, 2025, the fair value of long-term debt, net, is estimated
using observable market prices or indices for similar liabilities, which are Level 2 inputs.
16
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
NOTE 4—LONG-TERM DEBT, NET
Long-term debt consists of:
March 31, 2026 | December 31, 2025 | ||
(In thousands) | |||
Credit Facility due March 20, 2029(a) | $— | $— | |
5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15 | 450,000 | 450,000 | |
4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1 | 500,000 | 500,000 | |
5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15 | 350,000 | 350,000 | |
4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1 | 500,000 | 500,000 | |
3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1 | 500,000 | 500,000 | |
6.125% Senior Notes due September 15, 2033 (the “6.125% Senior Notes”); interest payable each March 15 and September 15 | 700,000 | 700,000 | |
0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15 | 423,854 | 423,854 | |
2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15 | 575,000 | 575,000 | |
Total debt | 3,998,854 | 3,998,854 | |
Less: Current maturities of long-term debt | 423,854 | 423,854 | |
Less: Unamortized original issue discount | 916 | 1,043 | |
Less: Unamortized debt issuance costs | 23,611 | 24,858 | |
Total long-term debt, net | $3,550,473 | $3,549,099 | |
______________________
(a)Subject to springing maturity, described below.
Credit Facility
Our wholly-owned subsidiary, Match Group Holdings II, LLC (“MG Holdings II”), is the borrower
under a credit agreement (as amended, the “Credit Agreement”) that provides for a revolving credit
facility (the “Credit Facility”).
The Credit Facility has a borrowing capacity of $500 million. 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. At both
March 31, 2026 and December 31, 2025, there were no outstanding borrowings, $0.6 million in
outstanding letters of credit, and $499.4 million of availability under the Credit Facility. The annual
commitment fee on undrawn funds, which is based on MG Holdings II’s consolidated net leverage ratio,
was 25 basis points as of March 31, 2026. Borrowings under the Credit Facility bear interest, at MG
Holdings II’s option, at a base rate or a term secured overnight financing rate plus an applicable
adjustment (“Adjusted Term SOFR”), plus an applicable margin based on MG Holdings II’s consolidated
net leverage ratio. If MG Holdings II borrows under the Credit Facility, it will be required to maintain a
consolidated net leverage ratio of not more than 5.0 to 1.0.
17
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
The Credit Agreement includes covenants that would limit the ability of MG Holdings II to pay
dividends, make distributions, or repurchase MG Holdings II’s stock in the event MG Holdings II’s
consolidated net leverage ratio exceeds 4.25 to 1.0, or if an event of default has occurred. The Credit
Agreement includes additional covenants that limit the ability of MG Holdings II and its subsidiaries to,
among other things, incur indebtedness, pay dividends or make distributions. Obligations under the
Credit Facility are unconditionally guaranteed by certain MG Holdings II wholly-owned domestic
subsidiaries and are also secured by the stock of certain MG Holdings II domestic and foreign
subsidiaries. Outstanding borrowings, if any, have priority over the Senior Notes to the extent of the
value of the assets securing the borrowings under the Credit Agreement.
Senior Notes
The 5.00% Senior Notes were issued on December 4, 2017. These notes may be redeemed at
redemption prices set forth in the indenture governing the notes, together with accrued and unpaid
interest to the applicable redemption date.
The 4.625% Senior Notes were issued on May 19, 2020. These notes may be redeemed at
redemption prices set forth in the indenture governing the notes, together with accrued and unpaid
interest to the applicable redemption date.
The 5.625% Senior Notes were issued on February 15, 2019. These notes may be redeemed at
redemption prices set forth in the indenture governing the notes, together with accrued and unpaid
interest to the applicable redemption date.
The 4.125% Senior Notes were issued on February 11, 2020. These notes may be redeemed at
redemption prices set forth in the indenture governing the notes, together with accrued and unpaid
interest to the applicable redemption date.
The 3.625% Senior Notes were issued on October 4, 2021. At any time prior to October 1, 2026,
these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus
accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes.
Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the
notes, together with accrued and unpaid interest to the applicable redemption date.
The 6.125% Senior Notes were issued on August 20, 2025. At any time prior to September 15,
2028, these notes may be redeemed at a redemption price equal to the sum of the principal amount,
plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the
notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture
governing the notes, together with accrued and unpaid interest to the applicable redemption date.
The indenture governing the 5.00% Senior Notes contains covenants that would limit MG Holdings
II’s ability to pay dividends or to make distributions and repurchase or redeem MG Holdings II’s stock in
the event a default has occurred or MG Holdings II’s consolidated leverage ratio (as defined in the
indenture) exceeds 5.0 to 1.0. No such limitations were in effect at March 31, 2026. There are additional
covenants in the 5.00% Senior Notes indenture that limit the ability of MG Holdings II and its
subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the
event MG Holdings II is not in compliance with specified financial ratios, and (ii) incur liens, enter into
agreements restricting their ability to pay dividends, enter into transactions with affiliates, or consolidate,
merge or sell substantially all of their assets. The indentures governing the 3.625%, 4.125%, 4.625%,
5.625%, and 6.125% Senior Notes are less restrictive than the indenture governing the 5.00% Senior
Notes and generally only limit MG Holdings II’s and its subsidiaries’ ability to, among other things,
create liens on assets, or consolidate, merge, sell or otherwise dispose of all or substantially all of their
assets.
The Senior Notes all rank equally in right of payment.
18
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
Exchangeable Notes
During 2019, Match Group FinanceCo 2, Inc. and Match Group FinanceCo 3, Inc., direct, wholly-
owned subsidiaries of the Company, issued $575.0 million aggregate principal amount of 2026
Exchangeable Notes and $575.0 million aggregate principal amount of 2030 Exchangeable Notes,
respectively.
The 2026 and 2030 Exchangeable Notes (collectively the “Exchangeable Notes”) are guaranteed
by the Company but are not guaranteed by MG Holdings II or any of its subsidiaries.
The following table presents details of the exchangeable features:
Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable(a) | Approximate Equivalent Exchange Price per Share(a) | Exchangeable Date | |||
2026 Exchangeable Notes | 11.7634 | $85.01 | March 15, 2026 | ||
2030 Exchangeable Notes | 12.2246 | $81.80 | October 15, 2029 |
______________________
(a)Subject to adjustment upon the occurrence of specified events.
As more specifically set forth in the applicable indentures, the Exchangeable Notes are
exchangeable under the following circumstances:
(1) during any calendar quarter (and only during such calendar quarter), if the last reported sale
price of the Company's common stock for at least 20 trading days (whether or not consecutive) during
the period of 30 consecutive trading days ending on, and including, the last trading day of the
immediately preceding calendar quarter is greater than or equal to 130% of the exchange price on each
applicable trading day;
(2) during the five-business day period after any five-consecutive trading day period (the
“measurement period”) in which the trading price per $1,000 principal amount of notes for each trading
day of the measurement period was less than 98% of the product of the last reported sale price of the
Company's common stock and the exchange rate on each such trading day;
(3) if the issuer calls the notes for redemption, at any time prior to the close of business on the
scheduled trading day immediately preceding the redemption date; or
(4) upon the occurrence of specified corporate events as further described in the indentures
governing the respective Exchangeable Notes.
On or after the respective exchangeable dates noted in the table above, until the close of business
on the second scheduled trading day immediately preceding the maturity date, holders may exchange
all or any portion of their Exchangeable Notes regardless of the foregoing conditions. Upon exchange,
the issuer, in its sole discretion, has the option to settle the Exchangeable Notes with cash, shares of
the Company’s common stock, or a combination of cash and shares of the Company's common stock.
Any shares issued in further settlement of the notes would be offset by shares received upon exercise
of the Exchangeable Note Hedges (described below).
There were not any 2026 or 2030 Exchangeable Notes presented for exchange during the three
months ended March 31, 2026. The 2030 Exchangeable Notes were not exchangeable as of March 31,
2026.
19
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
At both March 31, 2026 and December 31, 2025, there was no value in excess of the principal of
each of the 2026 and 2030 Exchangeable Notes outstanding on an if-converted basis using the
Company’s stock price on March 31, 2026 and December 31, 2025, respectively.
Additionally, all or any portion of the 2026 Exchangeable Notes may be redeemed for cash, at the
issuer’s option, at any time, and for the 2030 Exchangeable Notes on or after July 20, 2026, if the last
reported sale price of the Company’s common stock has been at least 130% of the exchange price then
in effect for at least 20 trading days (whether or not consecutive), including at least one of the five
trading days immediately preceding the date on which the notice of redemption is provided, during any
30 consecutive trading day period ending on, and including, the trading day immediately preceding the
date on which the applicable issuer provides notice of redemption, at a redemption price equal to 100%
of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the
redemption date.
The following table sets forth the components of the outstanding Exchangeable Notes as of
March 31, 2026 and December 31, 2025:
March 31, 2026 | December 31, 2025 | ||||||
2026 Exchangeable Notes | 2030 Exchangeable Notes | 2026 Exchangeable Notes | 2030 Exchangeable Notes | ||||
(In thousands) | |||||||
Principal | $423,854 | $575,000 | $423,854 | $575,000 | |||
Less: Unamortized debt issuance costs | 125 | 4,264 | 274 | 4,531 | |||
Net carrying value included in current maturities of long-term debt, net | $423,729 | $— | $423,580 | $— | |||
Net carrying value included in long-term debt, net | $— | $570,736 | $— | $570,469 | |||
The following table sets forth interest expense recognized related to the Exchangeable Notes:
Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||
2026 Exchangeable Notes | 2030 Exchangeable Notes | 2026 Exchangeable Notes | 2030 Exchangeable Notes | ||||
(In thousands) | |||||||
Contractual interest expense | $927 | $2,875 | $1,258 | $2,875 | |||
Amortization of debt issuance costs | 149 | 267 | 395 | 261 | |||
Total interest expense recognized | $1,076 | $3,142 | $1,653 | $3,136 | |||
The effective interest rates for the 2026 and 2030 Exchangeable Notes are 1.2% and 2.2%,
respectively.
Exchangeable Notes Hedges and Warrants
In connection with the Exchangeable Notes offerings, the Company purchased call options
allowing the Company to purchase initially (subject to adjustment upon the occurrence of specified
events) the same number of shares that would be issuable upon the exchange of the applicable
Exchangeable Notes at the prices per share set forth below (the “Exchangeable Notes Hedge”), and
sold warrants allowing the counterparty to purchase (subject to adjustment upon the occurrence of
specified events) shares at the per share prices set forth below (the “Exchangeable Notes Warrants”).
20
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
The Exchangeable Notes Hedges are expected to reduce the potential dilutive effect on the
Company’s common stock upon any exchange of Exchangeable Notes and/or offset any cash payment
Match Group FinanceCo 2, Inc. or Match Group FinanceCo 3, Inc. is required to make in excess of the
principal amount of the exchanged notes. The Exchangeable Notes Warrants have a dilutive effect on
the Company’s common stock to the extent that the market price per share of the Company common
stock exceeds their respective strike prices.
The following tables present details of the Exchangeable Notes Hedges and Warrants outstanding
at March 31, 2026:
Number of Shares(a) | Approximate Equivalent Exchange Price per Share(a) | ||
(Shares in millions) | |||
2026 Exchangeable Notes Hedge | 5.0 | $85.01 | |
2030 Exchangeable Notes Hedge | 7.0 | $81.80 | |
Number of Shares(a) | Weighted Average Strike Price per Share(a) | ||
(Shares in millions) | |||
2026 Exchangeable Notes Warrants | 5.0 | $130.90 | |
2030 Exchangeable Notes Warrants | 7.0 | $130.95 | |
______________________
(a)Subject to adjustment upon the occurrence of specified events.
NOTE 5—ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table presents the components of accumulated other comprehensive loss. For both
the three months ended March 31, 2026 and 2025, the Company’s accumulated other comprehensive
loss relates to foreign currency translation adjustments.
Three Months Ended March 31, | |||
2026 | 2025 | ||
(In thousands) | |||
Balance at January 1 | $(422,620) | $(449,611) | |
Other comprehensive (loss) income before reclassifications | (11,525) | 11,346 | |
Amounts reclassified into income | 4 | 791 | |
Net period other comprehensive (loss) income | (11,521) | 12,137 | |
Balance at March 31 | $(434,141) | $(437,474) | |
At both March 31, 2026 and 2025, there was no tax benefit or provision on the accumulated other
comprehensive loss.
21
NOTE 6—EARNINGS PER SHARE
The following table sets forth the computation of the basic and diluted earnings per share
attributable to Match Group shareholders:
Three Months Ended March 31, | |||||||
2026 | 2025 | ||||||
Basic | Diluted | Basic | Diluted | ||||
(In thousands, except per share data) | |||||||
Numerator | |||||||
Net income | $166,845 | $166,845 | $117,571 | $117,571 | |||
Net income attributable to noncontrolling interests | (8) | (8) | (1) | (1) | |||
Impact from subsidiaries’ dilutive securities | — | — | — | (4) | |||
Dilutive impact of Exchangeable Notes, net of income tax(a) | — | 2,919 | — | 3,173 | |||
Net income attributable to Match Group, Inc. shareholders | $166,837 | $169,756 | $117,570 | $120,739 | |||
Denominator | |||||||
Weighted average basic shares outstanding | 233,441 | 233,441 | 251,130 | 251,130 | |||
Dilutive securities(b)(c) | — | 6,037 | — | 7,341 | |||
Dilutive shares from Exchangeable Notes, if-converted(a) | — | 11,999 | — | 13,457 | |||
Denominator for earnings per share—weighted average shares(b)(c) | 233,441 | 251,477 | 251,130 | 271,928 | |||
Earnings per share: | |||||||
Earnings per share attributable to Match Group, Inc. shareholders | $0.71 | $0.68 | $0.47 | $0.44 | |||
______________________
(a)The Company uses the if-converted method for calculating the dilutive impact of the
outstanding Exchangeable Notes. For both the three months ended March 31, 2026 and 2025,
the Company adjusted net income attributable to Match Group, Inc. shareholders for the cash
interest expense, net of income taxes, incurred on the 2026 and 2030 Exchangeable Notes.
Dilutive shares were also included for the same series of Exchangeable Notes.
(b)If the effect is dilutive, weighted average common shares outstanding includes the incremental
shares that would be issued upon the assumed exercise of stock options, warrants, and
subsidiary denominated equity and vesting of restricted stock units. For the three months ended
March 31, 2026 and 2025, 22.6 million and 25.1 million potentially dilutive securities,
respectively, are excluded from the calculation of diluted earnings per share because their
inclusion would have been anti-dilutive.
(c)Market-based awards and performance-based restricted stock units (“PSUs”) are considered
contingently issuable shares. Shares issuable upon exercise or vesting of market-based
awards and PSUs are included in the denominator for earnings per share if (i) the applicable
market or performance condition(s) has been met and (ii) the inclusion of the market-based
awards and PSUs is dilutive for the respective reporting periods. For the three months ended
March 31, 2026 and 2025, 2.5 million and 3.8 million market-based awards and PSUs,
respectively, were excluded from the calculation of diluted earnings per share because the
market or performance conditions had not been met.
22
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
NOTE 7—SEGMENT INFORMATION
Our chief operating decision maker (“CODM”), who is our Chief Executive Officer, analyzes the
results of our business through four operating segments consisting of brands or groups of brands within
our portfolio: Tinder, Hinge, Evergreen & Emerging, and MG Asia. These four operating segments are
also our reportable segments. Our CODM primarily evaluates the operating results and performance of
our segments through revenue, operating income, and Adjusted EBITDA. These financial metrics are
used to view operating trends, perform analytical comparisons, compare performance between periods,
and evaluate variances to forecast on a monthly basis.
The following table presents revenue by segment, which includes revenue from customers in the
form of direct revenue, indirect revenue, which is primarily advertising revenue, and intersegment
revenue, which is eliminated in consolidated results:
The following tables present the segment profitability measures, operating income (loss) and
Adjusted EBITDA, and a reconciliation of the total segment profitability measures to income before
income taxes:
Three Months Ended March 31, | |||
2026 | 2025 | ||
(In thousands) | |||
Operating income (loss): | |||
Tinder | $215,924 | $193,348 | |
Hinge | 56,112 | 28,625 | |
Evergreen & Emerging | 21,496 | 6,678 | |
MG Asia | (17,595) | 3,447 | |
Total segment operating income | 275,937 | 232,098 | |
Corporate and unallocated costs(a) | (39,521) | (59,505) | |
Interest expense | (42,525) | (35,256) | |
Other income, net | 6,640 | 2,616 | |
Income before income taxes | $200,531 | $139,953 | |
______________________
(a)Includes stock-based compensation and depreciation related to corporate.
23
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
Three Months Ended March 31, | |||
2026 | 2025 | ||
(In thousands) | |||
Adjusted EBITDA: | |||
Tinder | $237,052 | $228,468 | |
Hinge | 70,517 | 42,575 | |
Evergreen & Emerging | 39,418 | 28,675 | |
MG Asia | 21,070 | 18,980 | |
Total segment Adjusted EBITDA | 368,057 | 318,698 | |
Corporate and unallocated costs | (25,175) | (43,504) | |
Stock-based compensation | (58,567) | (70,394) | |
Depreciation | (14,132) | (21,729) | |
Impairment and amortization of intangibles | (33,767) | (10,478) | |
Interest expense | (42,525) | (35,256) | |
Other income, net | 6,640 | 2,616 | |
Income before income taxes | $200,531 | $139,953 | |
Corporate and unallocated costs includes 1) corporate expenses (such as executive management,
investor relations, corporate development, and board of director and public company listing fees), 2)
portions of corporate services (such as legal, human resources, accounting, and tax), and 3) certain
centrally managed services and technology that have not been allocated to the individual business
segments (such as central trust and safety operations and certain shared software).
Our CODM does not review disaggregated assets on a segment basis; therefore, such information
is not presented. Interest income and other income, net are not allocated to individual segments as
these are managed on a consolidated basis. The accounting policies for segment reporting are the
same as for our consolidated financial statements.
The following tables present the significant segment expenses regularly reviewed by our CODM:
24
Three Months Ended March 31, 2025 | |||||||
Tinder | Hinge | Evergreen & Emerging | MG Asia | ||||
(In thousands) | |||||||
In-app purchase fees | $95,243 | $41,667 | $17,749 | $14,422 | |||
Cost of acquisition | 45,617 | 25,526 | 53,257 | 15,541 | |||
Variable expense | 30,384 | 4,946 | 6,816 | 4,868 | |||
Employee compensation expense, excluding stock-based compensation expense | 51,895 | 31,746 | 35,141 | 8,660 | |||
Other operating expenses(a) | 11,809 | 5,783 | 10,791 | 1,352 | |||
Stock-based compensation(b) | 25,315 | 13,232 | 12,227 | 4,834 | |||
Depreciation(b) | 9,805 | 718 | 6,317 | 3,674 | |||
Amortization of intangible assets(b) | — | — | 3,453 | 7,025 | |||
______________________
(a)Other operating expenses primarily consists of office rent, business software, travel, indirect
taxes, and professional fees.
(b)Expense is a non-cash item and excluded from the profitability measure of Adjusted EBITDA.
NOTE 8—CONTINGENCIES
In the ordinary course of business, the Company is a party to various lawsuits. The Company
establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable
outcome is probable and the loss is reasonably estimable. Management has also identified certain other
legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is
established. Although management currently believes that resolving claims against us, including claims
where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity,
results of operations, or financial condition of the Company, these matters are subject to inherent
uncertainties and management’s view of these matters may change in the future. The Company also
evaluates other contingent matters, including income and non-income tax contingencies, to assess the
likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an
unfavorable outcome of one or more of these lawsuits or other contingencies could have a material
impact on the liquidity, results of operations, or financial condition of the Company. See “Note 2—
Income Taxes” for additional information related to income tax contingencies.
Irish Data Protection Commission Inquiry Regarding Tinder’s Practices
On February 3, 2020, we received a letter from the Irish Data Protection Commission (the “DPC”)
notifying us that the DPC had commenced an inquiry examining Tinder’s compliance with the EU’s
General Data Protection Regulation (“GDPR”), focusing on Tinder’s processes for handling access and
deletion requests and Tinder’s user data retention policies. On January 8, 2024, the DPC provided us
with a preliminary draft decision alleging that certain of Tinder’s access and retention policies, largely
relating to protecting the safety and privacy of Tinder’s users, violate GDPR requirements. We filed our
response to the preliminary draft decision on March 15, 2024. Our consolidated financial statements do
not reflect any provision for a loss with respect to this matter, as we do not believe there is a probable
likelihood of an unfavorable outcome. However, based on the preliminary draft decision and giving due
consideration to the uncertainties inherent in this process, there is at least a reasonable possibility of an
exposure to loss, which could be anywhere between a nominal amount and $60 million, which we do
not believe would be material to our business. We believe we have strong defenses to these claims and
will defend vigorously against them.
25
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
26
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
27
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.
28
Results of Operations for the three months ended March 31, 2026 compared to the three months
ended March 31, 2025
Revenue
Three Months Ended March 31, | |||||||
2026 | $ Change | % Change | 2025 | ||||
(In thousands, except RPP) | |||||||
Revenue | |||||||
Direct Revenue: | |||||||
Tinder | $454,697 | $7,294 | 2% | $447,403 | |||
Hinge | 194,497 | 42,256 | 28% | 152,241 | |||
Evergreen & Emerging | 139,144 | (10,006) | (7)% | 149,150 | |||
MG Asia | 59,520 | (4,135) | (6)% | 63,655 | |||
Total Direct Revenue | 847,858 | 35,409 | 4% | 812,449 | |||
Indirect Revenue | 16,076 | (2,653) | (14)% | 18,729 | |||
Total Revenue | $863,934 | $32,756 | 4% | $831,178 | |||
Payers: | |||||||
Tinder | 8,632 | (475) | (5)% | 9,107 | |||
Hinge | 1,957 | 260 | 15% | 1,697 | |||
Evergreen & Emerging | 2,019 | (376) | (16)% | 2,395 | |||
MG Asia | 913 | (86) | (9)% | 999 | |||
Total | 13,521 | (677) | (5)% | 14,198 | |||
(Change calculated using non-rounded numbers) | |||||||
RPP: | |||||||
Tinder | $17.56 | $1.18 | 7% | $16.38 | |||
Hinge | $33.13 | $3.23 | 11% | $29.90 | |||
Evergreen & Emerging | $22.97 | $2.21 | 11% | $20.76 | |||
MG Asia | $21.74 | $0.51 | 2% | $21.23 | |||
Total | $20.90 | $1.83 | 10% | $19.07 | |||
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&E Direct Revenue declined $10.0 million, or 7%. The decline at E&E was driven by a decline in
Payers of 16%, partially offset by increased RPP of 11%. RPP was positively impacted by the
weakening of the U.S. dollar compared to the Euro.
MG Asia Direct Revenue declined $4.1 million, or 6%. Payers were down 9%, partially impacted by
the temporary Azar app removal discussed in the Azar business update above. Partially offsetting this
decline is an increase of 2% in RPP.
Indirect Revenue decreased due to lower direct advertisement revenue compared to 2025.
29
Cost of revenue (exclusive of depreciation)
Three Months Ended March 31, | |||||||
2026 | $ Change | % Change | 2025 | ||||
(Dollars in thousands) | |||||||
Cost of revenue | $210,656 | $(26,252) | (11)% | $236,908 | |||
Percentage of revenue | 24% | 29% | |||||
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 million within in-app purchase
fees and an increase of $3.8 million in credit card processing fees.
Selling and marketing expense
Three Months Ended March 31, | |||||||
2026 | $ Change | % Change | 2025 | ||||
(Dollars in thousands) | |||||||
Selling and marketing expense | $163,030 | $5,934 | 4% | $157,096 | |||
Percentage of revenue | 19% | 19% | |||||
Selling and marketing expense increased 4% primarily due to higher cost of acquisition expense at
Tinder and Hinge, partially offset by reductions at E&E and MG Asia.
General and administrative expense
Three Months Ended March 31, | |||||||
2026 | $ Change | % Change | 2025 | ||||
(Dollars in thousands) | |||||||
General and administrative expense | $89,128 | $(22,392) | (20)% | $111,520 | |||
Percentage of revenue | 10% | 13% | |||||
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
Three Months Ended March 31, | |||||||
2026 | $ Change | % Change | 2025 | ||||
(Dollars in thousands) | |||||||
Product development expense | $116,805 | $(4,049) | (3)% | $120,854 | |||
Percentage of revenue | 14% | 15% | |||||
Product development expense decreased 3% primarily due to lower employee and stock-based
compensation expense at Tinder, partially offset by increased employee and stock-based compensation
expense at Hinge.
30
Depreciation
Three Months Ended March 31, | |||||||
2026 | $ Change | % Change | 2025 | ||||
(Dollars in thousands) | |||||||
Depreciation | $14,132 | $(7,597) | (35)% | $21,729 | |||
Percentage of revenue | 2% | 3% | |||||
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.
Impairments and amortization of intangibles
Three Months Ended March 31, | |||||||
2026 | $ Change | % Change | 2025 | ||||
(Dollars in thousands) | |||||||
Impairments and amortization of intangibles | $33,767 | $23,289 | 222% | $10,478 | |||
Percentage of revenue | 4% | 1% | |||||
Impairments and amortization of intangibles increased primarily due to impairments of intangible
assets at MG Asia of $25.2 million as discussed in the Azar business update above.
31
Net Income, Operating income, and Adjusted EBITDA
Three Months Ended March 31, | |||||||
2026 | $ Change | % Change | 2025 | ||||
(Dollars in thousands) | |||||||
Net income attributable to Match Group, Inc. shareholders | $166,837 | $49,267 | 42% | $117,570 | |||
Operating income (loss) | |||||||
Tinder | $215,924 | $22,576 | 12% | $193,348 | |||
Hinge | 56,112 | 27,487 | 96% | 28,625 | |||
Evergreen & Emerging | 21,496 | 14,818 | 222% | 6,678 | |||
MG Asia | (17,595) | (21,042) | NM | 3,447 | |||
Corporate and unallocated costs | (39,521) | 19,984 | (34)% | (59,505) | |||
Operating income | $236,416 | $63,823 | 37% | $172,593 | |||
Adjusted EBITDA | |||||||
Tinder | $237,052 | $8,584 | 4% | $228,468 | |||
Hinge | 70,517 | 27,942 | 66% | 42,575 | |||
Evergreen & Emerging | 39,418 | 10,743 | 37% | 28,675 | |||
MG Asia | 21,070 | 2,090 | 11% | 18,980 | |||
Corporate and unallocated costs | (25,175) | 18,329 | (42)% | (43,504) | |||
Adjusted EBITDA | $342,882 | $67,688 | 25% | $275,194 | |||
______________________
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 $215.9 million, up 12%, and Adjusted EBITDA was $237.1
million, up 4%, primarily due to the reduction in both in-app purchase fees and employee
compensation expense, partially offset by an increase in cost of acquisition. Operating income
further benefited from a reduction in depreciation and stock-based compensation expense.
•Hinge’s operating income was $56.1 million, an increase of 96%, and Adjusted EBITDA was
$70.5 million, an increase of 66%, primarily due to continued Payer growth, partially offset by
increased cost of acquisition.
•E&E’s operating income was $21.5 million, an increase of $14.8 million, and Adjusted EBITDA
was $39.4 million, an increase of 37%, both improving primarily due to a reduction in employee
compensation expense, cost of acquisition, and in-app purchase fees. These reductions were
partially offset by the decrease in revenue.
•MG Asia’s operating loss was $17.6 million, changing from operating income of $3.4 million in
the prior year quarter, and Adjusted EBITDA was $21.1 million, up 11%. The operating loss is
primarily due to impairments of intangible assets as discussed in the Azar business update
above.
At March 31, 2026, there was $446.4 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 2.3 years.
32
Interest expense
Three Months Ended March 31, | |||||||
2026 | $ Change | % Change | 2025 | ||||
(Dollars in thousands) | |||||||
Interest expense | $42,525 | $7,269 | 21% | $35,256 | |||
Interest expense increased primarily due to the issuance of the 6.125% Senior Notes in August
2025, partially offset by the decrease in the outstanding balance of the Company’s former term loan
which was repaid in full in January 2025.
Other income, net
Three Months Ended March 31, | |||||||
2026 | $ Change | % Change | 2025 | ||||
(Dollars in thousands) | |||||||
Interest Income | $8,678 | $3,059 | 54% | $5,619 | |||
Foreign currency gains (losses) | 1,267 | 4,349 | NM | (3,082) | |||
Other | (3,305) | (3,384) | (4,284)% | 79 | |||
Other income, net | $6,640 | $4,024 | 154% | $2,616 | |||
Income tax provision
Three Months Ended March 31, | |||||||
2026 | $ Change | % Change | 2025 | ||||
(Dollars in thousands) | |||||||
Income tax provision | $33,686 | $11,304 | 51% | $22,382 | |||
Effective income tax rate | 17% | 16% | |||||
In 2026 and 2025, the effective rates of 17% and 16%, respectively, were lower than the statutory
rate primarily due to the excess tax benefits generated by the exercise and vesting of stock-based
awards, U.S. income derived from foreign sources, and research credits. These effects were partially
offset by nondeductible stock-based compensation and state income taxes.
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 side-by-side safe harbor, which would exclude U.S.-
parented multinational enterprises from the scope of certain Pillar II taxes.
For further details of income tax matters see “Note 2—Income Taxes” to the consolidated financial
statements included in “Item 1—Consolidated Financial Statements.”
33
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.
34
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:
Three Months Ended March 31, 2026 | ||||||||||||
Tinder | Hinge | E&E | MG Asia | Corporate & unallocate d costs | Total Match Group | |||||||
(In thousands) | ||||||||||||
Net income attributable to Match Group, Inc. shareholders | $166,837 | |||||||||||
Add back: | ||||||||||||
Net income attributable to redeemable noncontrolling interestsa | 8 | |||||||||||
Income tax provisiona | 33,686 | |||||||||||
Other income, neta | (6,640) | |||||||||||
Interest expensea | 42,525 | |||||||||||
Operating income (loss) | $215,924 | $56,112 | $21,496 | $(17,595) | $(39,521) | $236,416 | ||||||
Stock-based compensation expense | 19,576 | 12,682 | 7,685 | 5,367 | 13,257 | 58,567 | ||||||
Depreciation | 1,552 | 1,723 | 6,573 | 3,195 | 1,089 | 14,132 | ||||||
Impairment and amortization of intangibles | — | — | 3,664 | 30,103 | — | 33,767 | ||||||
Adjusted EBITDA | $237,052 | $70,517 | $39,418 | $21,070 | $(25,175) | $342,882 | ||||||
Three Months Ended March 31, 2025 | ||||||||||||
Tinder | Hinge | E&E | MG Asia | Corporate & unallocate d costs | Total Match Group | |||||||
(In thousands) | ||||||||||||
Net income attributable to Match Group, Inc. shareholders | $117,570 | |||||||||||
Add back: | ||||||||||||
Net income attributable to redeemable noncontrolling interestsa | 1 | |||||||||||
Income tax provisiona | 22,382 | |||||||||||
Other income, neta | (2,616) | |||||||||||
Interest expensea | 35,256 | |||||||||||
Operating income (loss) | $193,348 | $28,625 | $6,678 | $3,447 | $(59,505) | $172,593 | ||||||
Stock-based compensation expense | 25,315 | 13,232 | 12,227 | 4,834 | 14,786 | 70,394 | ||||||
Depreciation | 9,805 | 718 | 6,317 | 3,674 | 1,215 | 21,729 | ||||||
Amortization of intangibles | — | — | 3,453 | 7,025 | — | 10,478 | ||||||
Adjusted EBITDA | $228,468 | $42,575 | $28,675 | $18,980 | $(43,504) | $275,194 | ||||||
______________________
(a)Management does not allocate these items to segments.
35
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 three months ended March 31, 2026, compared to the three months ended
March 31, 2025:
Three Months Ended March 31, | |||||||
2026 | $ Chang e | % Chan ge | 2025 | ||||
(Dollars in thousands) | |||||||
Total Revenue, as reported | $863,934 | $32,756 | 4% | $831,178 | |||
Foreign exchange effects | (31,625) | ||||||
Total Revenue excluding foreign exchange effects | $832,309 | $1,131 | —% | $831,178 | |||
Tinder Direct Revenue, as reported | $454,697 | $7,294 | 2% | $447,403 | |||
Foreign exchange effects | (20,464) | ||||||
Tinder Direct Revenue, excluding foreign exchange effects | $434,233 | $(13,170) | (3)% | $447,403 | |||
Hinge Direct Revenue, as reported | $194,497 | $42,256 | 28% | $152,241 | |||
Foreign exchange effects | (5,919) | ||||||
Hinge Direct Revenue, excluding foreign exchange effects | $188,578 | $36,337 | 24% | $152,241 | |||
E&E Direct Revenue, as reported | $139,144 | $(10,006) | (7)% | $149,150 | |||
Foreign exchange effects | (4,664) | ||||||
E&E Direct Revenue, excluding foreign exchange effects | $134,480 | $(14,670) | (10)% | $149,150 | |||
MG Asia Direct Revenue, as reported | $59,520 | $(4,135) | (6)% | $63,655 | |||
Foreign exchange effects | (68) | ||||||
MG Asia Direct Revenue, excluding foreign exchange effects | $59,452 | $(4,203) | (7)% | $63,655 | |||
36
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
Financial Position
March 31, 2026 | December 31, 2025 | ||
(In thousands) | |||
Cash and cash equivalents: | |||
United States | $654,155 | $687,987 | |
All other countries | 365,940 | 339,851 | |
Total cash and cash equivalents | 1,020,095 | 1,027,838 | |
Short-term investments | 3,298 | 3,461 | |
Total cash and cash equivalents and short-term investments | $1,023,393 | $1,031,299 | |
Long-term debt: | |||
Credit Facility due March 20, 2029(a) | $— | $— | |
5.00% Senior Notes due December 15, 2027 | 450,000 | 450,000 | |
4.625% Senior Notes due June 1, 2028 | 500,000 | 500,000 | |
5.625% Senior Notes due February 15, 2029 | 350,000 | 350,000 | |
4.125% Senior Notes due August 1, 2030 | 500,000 | 500,000 | |
3.625% Senior Notes due October 1, 2031 | 500,000 | 500,000 | |
6.125% Senior Notes due September 15, 2033 | 700,000 | 700,000 | |
2026 Exchangeable Notes due June 15, 2026 | 423,854 | 423,854 | |
2030 Exchangeable Notes due January 15, 2030 | 575,000 | 575,000 | |
Total debt | 3,998,854 | 3,998,854 | |
Less: Current maturities of long-term debt | 423,854 | 423,854 | |
Less: Unamortized original issue discount | 916 | 1,043 | |
Less: Unamortized debt issuance costs | 23,611 | 24,858 | |
Total long-term debt, net | $3,550,473 | $3,549,099 | |
______________________
(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 4—Long-term Debt, net” to the
consolidated financial statements included in “Item 1—Consolidated Financial Statements.”
37
Cash Flow Information
In summary, the Company’s cash flows are as follows:
Three Months Ended March 31, | |||
2026 | 2025 | ||
(In thousands) | |||
Net cash provided by operating activities | $194,358 | $193,117 | |
Net cash used in investing activities | (20,384) | (16,494) | |
Net cash used in financing activities | (179,373) | (740,296) | |
2026
Net cash provided by operating activities in 2026 includes adjustments to income of $58.6 million
of stock-based compensation expense, $33.8 million of impairment and amortization of intangibles,
$14.1 million of depreciation, and $11.6 million of deferred income taxes. The decrease in cash from
changes in working capital was primarily due to a decrease from accounts payable and other liabilities
of $98.0 million as the settlement of $60.5 million from 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 used in investing activities in 2026 is capital expenditures of $20.4 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.
2025
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.
Net cash used in financing activities in 2025 is primarily due to the repayment of the Term Loan of
$425.0 million, purchases of treasury stock of $188.7 million, payments of $78.7 million of withholding
taxes paid on behalf of employees for net-settled stock-based awards, and dividends paid of $47.8
million.
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. As of March 31, 2026, $499.4 million was available under the Credit
Facility. On April 23, 2026, we used $100 million of cash on hand to make a minority interest investment
in Sniffies. We plan to use $424 million of cash on hand to repay the outstanding 2026 Exchangeable
Notes at or prior to their maturity in June 2026.
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 4—
Long-term Debt, net” to the consolidated financial statements included in “Item 1—Consolidated
Financial Statements.” For additional information on operating lease payments, including a schedule of
obligations by year, see “Note 12—Leases” to the consolidated financial statements included in “Item 8
38
—Consolidated Financial Statements and Supplementary Data” of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2025. The Company believes it has sufficient cash flows
from operations to satisfy these future obligations.
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 $65 million and $75 million, an increase to 2025 cash capital expenditures
primarily due to an increase in computer hardware and leasehold improvements.
We have entered into various purchase commitments, primarily consisting of web hosting services.
Our obligations under these various purchase commitments are $21.7 million for the remainder of 2026,
$71.0 million for 2027, and $70.3 million for 2028.
At March 31, 2026, we do not have any off-balance sheet arrangements, other than as described
above.
On December 10, 2024, the Board of Directors authorized a share repurchase program of up to
$1.5 billion in aggregate value of shares of Match Group common stock (the “Share Repurchase
Program”). Under the Share Repurchase Program, $876 million in aggregate value of shares of Match
Group common stock remains available for repurchase as of April 30, 2026. Under the 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 Share Repurchase Program may be commenced, suspended or
discontinued at any time. During the three months ended March 31, 2026, we repurchased 2.0 million
shares for $60.1 million on a trade date basis under the Share Repurchase Program. Between April 1
and April 30, 2026, we repurchased 0.7 million shares for $22.2 million on a trade date basis under the
Share Repurchase Program.
The Company currently settles substantially all stock-based awards on a net basis. Assuming all
stock-based awards outstanding on April 30, 2026 were net settled at the closing price on that date, we
would issue 9.1 million shares of common stock (of which 0.1 million are related to vested awards and
9.0 million are related to unvested awards) and, assuming a 50% withholding rate, would remit $340.5
million in cash for withholding taxes (of which $4.4 million is related to vested awards and $336.1 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 $340.5 million employee withholding tax obligation, 9.1 million additional
shares would be issued by the Company.
As of March 31, 2026, all 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.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management of the Company is required to make certain estimates, judgments and assumptions
during the preparation of its consolidated financial statements in accordance with U.S. 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.
During the three months ended March 31, 2026, there were no material changes to the Company’s
critical accounting policies and estimates since the disclosure in our Annual Report on Form 10-K for
the year ended December 31, 2025.
39
Item 3. Quantitative and Qualitative Disclosures about Market Risk
During the three months ended March 31, 2026, there were no material changes to the Company’s
instruments or positions that are sensitive to market risk since the disclosure in our Annual Report on
Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures
The Company monitors and evaluates on an ongoing basis its disclosure controls and procedures
and internal control over financial reporting in order to improve their overall effectiveness. In the course
of these evaluations, the Company modifies and refines its internal processes as conditions warrant.
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), Match Group management, including our principal executive and principal financial
officers, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined
by Rule 13a-15(e) under the Exchange Act. Based on this evaluation, management has concluded that
the Company’s disclosure controls and procedures were effective as of the end of the period covered
by this report in providing reasonable assurance that information we are required to disclose in our
filings with the Securities and Exchange Commission under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Commission's rules and forms, and
includes controls and procedures designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officers, as appropriate to allow
timely decisions regarding required disclosure.
There were no changes to the Company’s internal control over financial reporting during the period
covered by this report that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
40
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Overview
We are, and from time to time may become, involved in various legal proceedings arising in the
normal course of our business activities, such as trademark and patent infringement claims, trademark
oppositions, and consumer or advertising complaints, as well as stockholder derivative actions, class
action lawsuits, mass arbitrations, and other matters. The amounts that may be recovered in such
matters may be subject to insurance coverage. The litigation matters described below involve issues or
claims that may be of particular interest to our stockholders, regardless of whether any of these matters
may be material to our financial position or operations based upon the standard set forth in the SEC’s
rules.
Consumer Class Action Litigation Challenging Tinder’s Age-Tiered Pricing
On May 28, 2015, a putative state-wide class action was filed against Tinder in state court in
California. See Allan Candelore v. Tinder, Inc., No. BC583162 (Superior Court of California, County of
Los Angeles). The complaint principally alleges that Tinder violated California’s Unruh Civil Rights Act
by offering and charging users over a certain age a higher price than younger users for subscriptions to
its premium Tinder Plus service. Plaintiff seeks damages in an unspecified amount. On July 15, 2024,
the court granted Plaintiff’s motion to certify a class based upon California Tinder Plus and Tinder Gold
subscribers age 29 and over. On January 17, 2025, the court denied our motion to compel the class
and the plaintiff to arbitration. We filed a Notice of Appeal on January 24, 2025, and on April 18, 2025,
the court stayed the case pending our appeal. On September 10, 2025, the parties agreed to settle the
case on a class-wide basis for a payment of $60.5 million, and on January 13, 2026, the court
preliminarily approved the settlement agreement. The settlement amount was placed into escrow in
January 2026, pending the final court approval.
Irish Data Protection Commission Inquiry Regarding Tinder’s Practices
On February 3, 2020, we received a letter from the Irish Data Protection Commission (the “DPC”)
notifying us that the DPC had commenced an inquiry examining Tinder’s compliance with the EU’s
General Data Protection Regulation (“GDPR”), focusing on Tinder’s processes for handling access and
deletion requests and Tinder’s user data retention policies. On January 8, 2024, the DPC provided us
with a preliminary draft decision alleging that certain of Tinder’s access and retention policies, largely
relating to protecting the safety and privacy of Tinder’s users, violate GDPR requirements. We filed our
response to the preliminary draft decision on March 15, 2024. We believe we have strong defenses to
these claims and will defend vigorously against them.
FTC Investigation of Certain Subsidiary Data Privacy Representations
On March 19, 2020, the FTC issued an initial Civil Investigative Demand (“CID”) to the Company
requiring us to produce certain documents and information regarding the allegedly wrongful conduct of
OkCupid in 2014 and our public statements in 2019 regarding such conduct and whether such conduct
and statements were unfair or deceptive under the FTC Act. On May 26, 2022, the FTC filed a Petition
to Enforce Match Civil Investigative Demand, and on June 20, 2025, the Court ordered that the FTC’s
Petition be granted in part and denied in part. See FTC v. Match Group, Inc., No. 1:22-mc-00054
(District of Columbia). On February 23, 2026, the parties reached an agreement in principle to resolve
the investigation. The settlement was approved by the FTC and filed with the Northern District of Texas
on March 30, 2026, where it is pending final approval. Pursuant to the stipulated order, certain of the
Company’s subsidiaries agreed not to misrepresent their privacy practices, including with respect to the
collection, use, or disclosure of personal information. The stipulated order also includes provisions
allowing the FTC to monitor the subsidiaries’ compliance.
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Securities Derivative Actions
In December 2024, purported Match Group stockholders filed two derivative complaints in the
Central District of California (nominally on behalf of the Company) against certain of Match Group, Inc.’s
current and former executive officers and members of its board of directors, alleging violations of the
federal securities laws and breach of fiduciary duty stemming from allegations that Match Group
materially understated the challenges affecting its Tinder business and, as a result, understated the risk
that Tinder's monthly active user count would not recover by the time the Company reported its financial
results for the third fiscal quarter of 2024. See Hollin v. Kim, et al., No. 2:24-CV-10776 (Central District
of California), and Roy v Kim, et al., No. 2:24-cv-11007 (Central District of California). In August 2025, a
third derivative complaint was filed in the Central District of California alleging similar causes of action.
See Habedus v. Kim, et al., No. 2:25-cv-07171 (Central District of California). On September 9, 2025,
the court dismissed the Habedus derivative action with prejudice as to all defendants. On April 16,
2026, the court in the Roy derivative action granted the plaintiff's request to voluntarily dismiss the case
without prejudice. As to the remaining derivative action, we believe that we have strong defenses to the
allegations and will defend vigorously against them.
Netherlands Privacy Class Action
On December 17, 2024, a writ of summons was filed against MTCH Technologies Services
Limited, an indirect subsidiary of the Company, and Match Group, Inc. in the District Court of
Amsterdam. Among other things, the lawsuit alleges that defendants unlawfully collected, processed,
and shared Dutch Tinder users’ personal data without proper consent in violation of GDPR and Dutch
consumer protection laws. See Stichting Take Back Your Privacy v. MTCH Technologies Services
Limited et al. (Amsterdam). The lawsuit purports to represent a class of Dutch Tinder users from May
25, 2018 until the court’s final judgment and seeks monetary damages and injunctive relief. On May 7,
2025, we filed a motion contesting jurisdiction, and the plaintiff filed an opposition on June 18, 2025. We
believe that we have strong defenses to the allegations and will defend vigorously against them.
Item 1A. Risk Factors
This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements that are not historical facts are
“forward looking statements.” The use of words such as “anticipates,” “estimates,” “expects,” “plans,”
“believes,” “will,” and “would,” among others, generally identify forward-looking statements. These
forward-looking statements include, among others, statements relating to: Match Group’s future
financial performance, Match Group’s business prospects and strategy, anticipated trends and
prospects in the industries in which Match Group’s businesses operate and other similar matters. These
forward-looking statements are based on Match Group management’s current expectations and
assumptions about future events as of the date of this quarterly report, which are inherently subject to
uncertainties, risks and changes in circumstances that are difficult to predict.
Actual results could differ materially from those contained in these forward-looking statements for a
variety of reasons, including, among others: failure to retain existing users or add new users, or if users
do not convert to paying users; competition; risks related to our restructuring and reorganization
activities; our ability to attract and retain users through cost-effective marketing efforts; our reliance on a
variety of third-party platforms, in particular, mobile app stores; our ability to realize reductions in in-app
purchase fees; inappropriate actions by certain of our users could be attributed to us or may not be
adequately prevented by us; dependence on our key personnel; volatile global economic conditions;
operational and financial risks in connection with acquisitions; impairment charges related to our
intangible assets; operations in various international markets, including certain markets in which we
have limited experience; foreign currency exchange rate fluctuations; challenges in measuring our user
metrics and other estimates; the limited operating history of our newer brands and services makes it
difficult to evaluate our current business and future prospects; impacts of climate change; the integrity
of our and third parties’ systems and infrastructure; cyberattacks on our systems and infrastructure and
cyberattacks experienced by third parties; our ability to access, collect, and use personal data about our
users; breaches or unauthorized access of personal and confidential or sensitive user information that
we maintain and store; challenges with properly managing the use of artificial intelligence; risks related
42
to credit card payments; risks related to our use of “open source” software; complex and evolving U.S.,
foreign, and international laws and regulations; our ability to protect our intellectual property rights or
accusations that we infringe upon the intellectual property rights of others; adverse outcomes in
litigation; risks related to our taxation in multiple jurisdictions; risks related to our indebtedness; and
risks relating to ownership of our common stock.
Certain of these and other risks and uncertainties are discussed in Match Group’s filings with the
Securities and Exchange Commission, including in Part I “Item 1A. Risk Factors” of our annual report
on Form 10-K for the fiscal year ended December 31, 2025. Other unknown or unpredictable factors
that could also adversely affect Match Group’s business, financial condition, and results of operations
may arise from time to time. In light of these risks and uncertainties, these forward-looking statements
discussed in this quarterly report may not prove to be accurate. Accordingly, you should not place
undue reliance on these forward-looking statements, which only reflect the views of Match Group
management as of the date of this quarterly report. Match Group does not undertake to update these
forward-looking statements.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
The Company did not issue or sell any shares of its common stock or any other equity securities
pursuant to unregistered transactions during the quarter ended March 31, 2026.
Issuer Purchases of Equity Securities
The following table sets forth purchases by the Company of its common stock during the quarter
ended March 31, 2026:
______________________
(1)Reflects repurchases made pursuant to the $1.5 billion share repurchase program authorized in
December 2024 (the “December 2024 Share Repurchase Program”).
(2)Represents the aggregate value of shares of common stock that remained available for
repurchase pursuant to the December 2024 Share Repurchase Program. The timing and actual
number of any shares repurchased will depend on a variety of factors, including price, general
business and market conditions, and alternative investment opportunities. The Company is not
obligated to purchase any shares under the repurchase programs, and repurchases may be
commenced, suspended or discontinued from time to time without prior notice.
Item 5. Other Information
Insider Trading Arrangements
During the three months ended March 31, 2026, no director or officer (as defined in Rule 16a-1(f)
under the Securities Exchange Act of 1934, as amended) of the Company adopted or terminated a
“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined
in Item 408(a) of Regulation S-K.
43
Item 6. Exhibits
The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed
herewith, incorporated by reference herein by reference to the location indicated or furnished herewith.
Incorporated by Reference | Filed (†) or Furnished (‡) Herewith (as indicate d) | |||||||||||
Exhibit No. | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date | |||||||
8-K | 001-34148 | 10.1 | 10/7/2024 | |||||||||
† | ||||||||||||
† | ||||||||||||
‡ | ||||||||||||
‡ | ||||||||||||
101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | † | ||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | † | ||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | † | ||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | † | ||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | † | ||||||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||
44
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
May 5, 2026 | MATCH GROUP, INC. | |||
By: | /s/ STEVEN BAILEY | |||
Steven Bailey | ||||
Chief Financial Officer | ||||
Signature | Title | Date | |
/s/ STEVEN BAILEY | Chief Financial Officer | May 5, 2026 | |
Steven Bailey |