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What changed in Grindr Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Grindr Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+638 added−518 removedSource: 10-K (2026-03-02) vs 10-K (2025-03-07)

Top changes in Grindr Inc.'s 2025 10-K

638 paragraphs added · 518 removed · 429 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

58 edited+46 added−14 removed28 unchanged
Biggest changeSee “ Risk Factors—Risks Related to Regulation and Litigation—Depending on the new products or services we decide to test and potentially offer, we may be subject to fines, penalties, and injunctions under FDA or other regulations, as well as product liability claims.” Available Information Our website address is www.grindr.com .
Biggest changeSee the sections titled “ Risk Factors—Risks Related to Regulation and Litigation—Compounded drug products offered through our platform are subject to extensive regulation, which may expose us to fines, penalties, seizures and injunctions under the Federal Food, Drug, and Cosmetic Act (FDCA) and its implementing regulations.” and “ —We and our partners are subject to extensive federal and state healthcare laws and regulations (in addition to the FDCA and FDA regulations) in the operation of our health and wellness services and may be subject to fines, penalties, and injunctions if we or our partners are found to be in violation of any of such laws and regulations.” Available Information Our website address is www.grindr.com .
As a “Gayborhood” on our users mobile devices, our platform is a meaningful part of our users’ lives and has embedded us at the center of their communities, as they seek relationships of various forms, whether intimate, romantic, or social. As a company built by gay people for gay people, Grindr fulfills crucial needs for its users.
As a “gayborhood” on our users’ mobile devices, our platform is a meaningful part of our users’ lives and has embedded us at the center of their communities, as they seek relationships of various forms, whether intimate, romantic, or social. As a company built by gay people for gay people, Grindr fulfills crucial needs for its users.
We believe that many people want to work at a company committed to creating a world that is fair, equal, and just for the global LGBTQ community and that aligns with their personal values, and therefore our ability to recruit and retain talent is aided by our mission and brand reputation.
We believe that many people want to work at a company committed to creating a world that is fair, equal, and just for the global LGBTQ community and that aligns with their personal values; our ability to recruit and retain talent is aided by our mission and brand reputation.
Our users are highly engaged, averaging a significant amount of time interacting with other users on our platform. • Preeminent Brand Within the LGBTQ Community. Our brand is one of the most well-known in the LGBTQ community and has become broadly associated with LGBTQ culture. • Organic MAU Growth.
Our users are highly engaged, averaging a significant amount of time interacting with other users on our platform. • Preeminent Brand Within the LGBTQ Community. Our brand is one of the most well-known in the LGBTQ community and has become broadly associated with GBTQ culture. • Organic MAU Growth.
Our Products and Services Our flagship product, the Grindr platform, is primarily a mobile application with some post-account-creation uses available on the web, with location-based connectivity features designed to help our users find one another and have meaningful interactions right here and now, or anywhere globally.
Our Products and Services Core Product Our flagship product, the Grindr platform, is primarily a mobile application (with some post-account-creation uses available for some users on the web), with location-based connectivity features designed to help our users find one another and have meaningful interactions right here and now, or anywhere globally.
The SEC maintains a website that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov . The information found on our website is not incorporated by reference into this Annual Report on Form 10-K or any other report we file with or furnish to the SEC. 13 Table of Contents
The SEC maintains a website that contains reports, proxy 15 Table of Contents and information statements and other information regarding our filings at www.sec.gov . The information found on our website is not incorporated by reference into this Annual Report on Form 10-K or any other report we file with or furnish to the SEC.
Contemporary generations are more likely to explore their sexuality in light of greater social acceptability of and ability to express non-heterosexual identities.
Contemporary generations of adults are more likely to explore their sexuality in light of greater social acceptability of and ability to express non-heterosexual identities.
Advancing LGBTQ Health and Human Rights Globally—Grindr for Equality Since 2015 Grindr for Equality has been a core Grindr initiative dedicated to accelerating a world where LGBTQ people in every country are equal before the law, free to marry, and have their unique health needs met.
Advancing LGBTQ Health and Human Rights Globally—Grindr for Equality and Government Affairs Grindr for Equality Since 2015, Grindr for Equality has been a core Grindr initiative dedicated to accelerating a world where LGBTQ people in every country are equal before the law, free to marry, and have their unique health needs met.
Our user experience is essentially a world without walls, connecting one user to the next, allowing the community to see one another. • We strive to make a world where the lives of our global community are free, safe, equal and just. 6 Table of Contents • Grindr for Equality is a core initiative at Grindr dedicated to accelerating a world where LGBTQ people in every country are equal before the law, are free to marry, and have their unique health needs met.
Our user experience is essentially a world without walls, connecting one user to the next, allowing the community to see one another. • We strive to make a world where the lives of our global community are free, safe, equal and just. • Grindr for Equality is a core initiative at Grindr dedicated to accelerating a world where LGBTQ people in every country are equal before the law, are free to marry, and have their unique health needs met.
Such obligations may include, without limitation, the Federal Trade Commission Act, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (collectively the “CCPA”), the European Union’s General Data Protection Regulation 2016/679 (“GDPR”), the GDPR as it forms part of United Kingdom (“UK”) law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”), and the ePrivacy Directive.
Such obligations may include, without limitation, the Federal Trade Commission 13 Table of Contents Act, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (collectively the “CCPA”), the European Union’s General Data Protection Regulation 2016/679 (“GDPR”), the GDPR as it forms part of United Kingdom (“UK”) law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”), and the ePrivacy Directive.
See the sections titled “ Risk Factors—Risks Related to Regulation and Litigation—We may be held liable for information or content displayed on, retrieved from, or transmitted over our platform, as well as interactions that result from the use of our platform. ,” “ Risk Factors—Risks Related to Regulation and Litigation—We and the third parties with whom we work are subject to varying and rapidly evolving regulatory frameworks on data privacy and data protection, and our (or the third parties with whom we work) actual or perceived failure to comply with such new or evolving regulations has in the past harmed our business and could continue to result in claims, changes to our business practices, damages or monetary penalties, increased cost of operations, or declines in user growth or engagement, any of which could materially harm our business. ,” “ Risk Factors—Risks Related to Regulation and Litigation —Illegal or inappropriate actions by our users or user-generated content could be attributed to us and damage our brands or reputation; subject us to regulatory inquiries, legal action, or other liabilities; or could result in us making changes to our products to mitigate litigation or regulatory risks, which, in turn, could materially adversely affect our business . ,” “ Risk Factors—Risks Related to Regulation and Litigation—Online applications are subject to various laws and regulations relating to children’s privacy and protection, or online safety, which, if violated (or perceived to have been violated), could subject us to litigation or regulatory actions, or could reduce demand for our products and services from current and prospective adult users that value discretion, choose not to share their identity, or are unwilling or unable to validate that they are adults.,” and “ Risk Factors—Risks Related to Information Technology Systems and Intellectual Property—From time to time, we are party to patent, trademark, and other intellectual property-related litigation and proceedings that if resolved adversely, could materially adversely impact our business, financial condition, and results of operations. ” In the ordinary course of our business, we process a significant volume of personal data, including sensitive information from our users, employees, and others.
See the sections titled “ Risk Factors—Risks Related to Regulation and Litigation—We may be held liable for information or content displayed on, retrieved from, or transmitted over our platform, as well as interactions that result from the use of our platform. ,” “ Risk Factors—Risks Related to Regulation and Litigation—We and the third parties with whom we work are subject to varying and rapidly evolving regulatory frameworks on data privacy and data protection, and our (or the third parties with whom we work) actual or perceived failure to comply with such new or evolving regulations has in the past harmed our business and could continue to result in claims, changes to our business practices, damages or monetary penalties, increased cost of operations, or declines in user growth or engagement, any of which could materially harm our business. ,” “ Risk Factors—Risks Related to Regulation and Litigation —Illegal or inappropriate actions by our users or user-generated content could be attributed to us and damage our brands or reputation; subject us to regulatory inquiries, legal action, or other liabilities; or could result in us making changes to our products to mitigate litigation or regulatory risks, which, in turn, could materially adversely affect our business . ,” “ Risk Factors—Risks Related to Regulation and Litigation—Globally, online platforms are subject to rapidly expanding laws and regulations relating to privacy and child protection, online safety, and consumer protection which, if violated (or perceived to have been violated), could subject us to litigation or regulatory actions, or could reduce demand for our products and services from current and prospective adult users that value discretion, choose not to share their identity, or are unwilling or unable to validate that they are adults.,” and “ Risk Factors—Risks Related to Information Technology Systems, Artificial Intelligence, and Intellectual Property—From time to time, we are party to patent, trademark, and other intellectual property-related litigation and proceedings that if resolved adversely, could materially adversely impact our business, financial condition, and results of operations. ” In the ordinary course of our business, we process a significant volume of personal data, including sensitive information from our users, employees, and others.
Government Regulation We are subject to a number of U.S. federal and state laws and regulations, as well as foreign ones that involve matters that are important to, or may otherwise impact, our business and that may affect companies conducting business on the internet, including, but not limited to, regulations related to internet and eCommerce, labor and employment, anti-discrimination, payments, whistleblowing and worker confidentiality obligations, product liability, intellectual property, consumer protection and warnings, online safety, marketing, taxation, privacy, data security, competition, arbitration agreements and class action waiver provisions, terms of service, and mobile application and website accessibility.
Government Regulation We are subject to a number of foreign and U.S. federal and state laws and regulations that involve matters that are important to, or may otherwise impact, our business and that may affect companies conducting business on the internet, including, but not limited to, regulations related to internet and eCommerce, labor and employment, anti-discrimination, payments, whistleblowing and worker confidentiality obligations, product liability, intellectual property, consumer protection and warnings, online safety, marketing, human drugs, taxation, privacy, data security, competition, arbitration agreements and class action waiver provisions, terms of service, and mobile application and website accessibility.
Key features of our Grindr platform include: • Identity expression : users can create, manage, and control their identity, profile, and presence on the platform. • Connection : users can find and be found by those they are interested in; those nearby right now, or anywhere globally. • Interaction : users can chat and interact with any profile instantly, in an open, fun, and engaging way. • Trust and Safety : users receive guidance and tools designed to help them be safe across their platform experience.
Key features of our Grindr platform include: • Identity expression : Users can create, manage, and control their identity, profile, and presence on the platform. • Connection : Users can find and be found by those they are interested in; those nearby right now, or anywhere globally. • Interaction : Users can chat and interact with any profile instantly, in an open, fun, and engaging way. • Ecosystem Health and Safety : Users receive protections, guidance and tools designed to help them be safe across their platform experience.
As one example, the GDPR limits personal data processing to only what is necessary for specified, explicit, and legitimate purposes; increases transparency obligations to data subjects; limits the collection and retention of personal data; increases rights for data subjects; requires the implementation and maintenance of technical and organizational safeguards for personal data; and mandates notice of certain personal data breaches to the relevant supervisory authority(ies) and affected individuals.
As one example, the GDPR limits personal data processing to only what is necessary for specified, explicit, and legitimate purposes; increases transparency obligations to data subjects; limits the collection and retention of personal data; increases rights for data subjects; requires the implementation and maintenance of technical and organizational safeguards for personal data; and mandates notice of certain personal data breaches to the relevant supervisory authorities and affected individuals.
Since our inception, we have continued to innovate our technologies to improve the Grindr platform, adding new features and safety elements, which has allowed us to increase engagement of our monthly active users (“MAUs”). The Grindr platform has benefited from first mover advantage globally, resulting in MAUs in over 190 countries and territories.
Since our inception, we have continued to innovate and enhance the Grindr platform, adding new features and safety elements, which has allowed us to increase engagement of our monthly active users (“MAUs”). The Grindr platform has benefited from first mover advantage globally, resulting in MAUs in over 190 countries and territories.
The Grindr platform has become an integral part of the daily lives of our millions of users around the world, enabling them to discover and connect with one another effortlessly anytime.
The Grindr platform has become an integral part of the daily lives of our millions of users, enabling them to discover and connect with one another effortlessly anytime.
The level of controls is based upon a data matrix that takes into account the sensitivity and criticality of the data. As part of our controls, we utilize one-way hashing, and both symmetric and asymmetric encryption for data at rest and in transit.
The level of controls is based upon a data matrix that takes into account the sensitivity and criticality of the data. As part of our 11 Table of Contents controls, we utilize one-way hashing, and both symmetric and asymmetric encryption for data at rest and in transit.
In partnership with public health authorities and LGBTQ non-governmental organizations, Grindr for Equality harnesses the power of the Grindr platform and provides funding to advance key health and human rights priorities for our community. • We further support the LGBTQ community through donations to local, national, and international LGBTQ organizations. • We drive social influence in fun and engaging ways on our social media channels and our blog to help the general population better understand our community, plight, and interconnectedness.
In partnership with public health authorities and LGBTQ non-governmental organizations, Grindr for Equality harnesses the power of the Grindr platform and provides funding to advance key health and human rights priorities for our community. 7 Table of Contents • We further support the LGBTQ community through donations to local, national, and international LGBTQ organizations. • We drive social influence in fun and engaging ways on our social media channels and our blog to help the general population better understand our community, challenges, and interconnectedness.
We will continue to invest in data to improve our product-market fit, attract new users, protect our users, and fight abuse and spam on our platform. We believe our efforts in AI, ML, and data science will help our users have more successful connections and improve the overall experience on our platform.
We will continue to invest in data in an effort to improve our product-market fit, attract new users, protect our users, understand our users’ needs, and fight misconduct, abuse, and spam on our platform. We believe our efforts in AI, ML, and data science will help our users have more successful connections and improve the overall experience on our platform.
The Grindr platform offers a variety of location-based social features and functions, including identity expression (profile, photos, presence); connection (search, filters, the Cascade, Viewed Me); and interaction (chat, media sharing); with trust and safety tools across the experience, and subscriptions for premium features offering further access and control.
The Grindr platform offers a variety of location-based social features and functions, including identity expression (profile, photos, presence, Taken on Grindr); connection (search, filters, the Cascade, Viewed Me, Right Now, recommendations); and interaction (chat, media sharing, Discover, interactive map); with trust and safety tools across the experience, and subscriptions for premium features offering further access and control.
Our goal is to design compelling experiences built around user intent and to create value through innovation. We will continue to listen carefully to user input and evaluate how users interact with the app, iterating over time to deliver an optimal experience in terms of functionality to both our paying and free users. • Continue to Strengthen our Global Brand.
Our goal is to design compelling experiences built around user intent and to create value through innovation. We will continue to analyze user input and evaluate how users interact with the app, iterating over time in an effort to deliver optimal experiences to both our paying and free users. • Continue to Strengthen our Global Brand.
The RTO Plan provided employees with a one-time relocation package to support relocation to offices where their respective teams are based, or separation packages for employees who choose not to participate in the RTO Plan. As of December 31, 2024, we had 147 employees globally, 142 of which were full-time employees.
The RTO Plan provided employees with a one-time relocation package to support relocation to offices where their respective teams are based, or separation packages for employees who chose not to participate in the RTO Plan. As of December 31, 2025, we had 165 employees globally, 160 of which were full-time employees.
In 2023, we adopted a hybrid working model involving a multi-phase return-to-office plan, which was largely completed by January 2024, and which we expect to fully conclude by spring 2025 (the “RTO Plan”).
In 2023, we adopted a hybrid working model involving a multi-phase return-to-office plan, which was largely completed by January 2024 and was fully concluded by April 30, 2025 (the “RTO Plan”).
We believe we can improve the monetization of our platform by continuing to optimize and develop our subscription offerings, introducing more stand-alone premium functions, and further optimizing our indirect revenue offerings, as described in more detail below: ◦ Continue to optimize our core product and develop our subscription offerings by evolving with our users to define use cases that are compelling for users to pay for.
We believe we can improve the monetization of our platform by continuing to optimize and develop our subscription offerings to better serve user needs, utilizing gAI to deliver differentiated products and capabilities, introducing more stand-alone premium functions, and further optimizing our indirect revenue offerings, as described in more detail below: ◦ Continue to optimize our core product and develop our subscription offerings by evolving with our users to define use cases that are compelling for users to pay for.
Intellectual Property We have developed our proprietary intellectual property over the past fifteen years. Our patents, trademarks, copyrights, domain names, trade secrets, and other intellectual property rights distinguish our products and services from those of our competitors and contribute to our competitive advantage in the markets in which we operate.
Our patents, trademarks, copyrights, domain names, trade secrets, and other intellectual property rights distinguish our products and services from those of our competitors and contribute to our competitive advantage in the markets in which we operate.
These state laws also allow for statutory fines for noncompliance. For example, the CCPA applies to personal data of consumers, business representatives, and employees who are California residents, and requires businesses to provide specific disclosures in privacy notices and honor requests of California residents to exercise certain privacy rights.
For example, the CCPA applies to personal data of consumers, business representatives, and employees who are California residents, and requires businesses to provide specific disclosures in privacy notices and honor requests of California residents to exercise certain privacy rights.
We will continue to actively promote a better global understanding of the Grindr brands and to reshape the perception of Grindr as the Global Gayborhood in Your Pocket ™ . • Focusing on Gayborhood Expansion Opportunities .
We will continue to actively promote a better global understanding of the Grindr brands and to reshape the perception of Grindr as the Global Gayborhood in Your Pocket ™ , emphasizing our central role in gay culture. • Focusing on Gayborhood Expansion Opportunities . ◦ Grindr Health .
As applicable, such rights may include the right to access, correct, or delete certain personal data; and to opt- 12 Table of Contents out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services.
As applicable, such rights may include the right to access, correct, or delete certain personal data; and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. These state laws also allow for statutory fines for noncompliance.
We also intend to improve the merchandising of our paid features, segment the value propositions inside the paid tiers, and adjust our pricing globally. ◦ We intend to grow our indirect business by improving our advertising technology to create more valuable ad products, increase advertising impressions globally and expand advertising partnerships.
We also intend to improve the merchandising of our paid features, segment the value propositions inside the paid tiers, harness AI to innovate our product landscape, and continue to adjust our pricing globally. 10 Table of Contents ◦ We intend to grow our indirect business by continuing to improve our advertising technology to create more valuable ad products, increase advertising impressions globally, and expand advertising partnerships.
Our platform has a suite of safety features and we publish a holistic security guide and safety tips for users. Our suite of tools and technology utilize a three-pillar approach to content moderation: • Automated Review. We implement preventative technologies to help mitigate risks of user misbehavior.
We use an evolving suite of tools and technologies to help our users stay safe, and we publish a holistic security guide and safety tips for users. We utilize a three-pillar approach to content moderation: • Automated Review. We implement preventative proactive and responsive technologies to help mitigate risks of user misbehavior and enhance user safety.
Market Overview The global LGBTQ population has seen consistent growth in recent years, reflecting both rising populations and the rising social acceptance of the LGBTQ community, as well as individuals’ growing confidence in openly expressing their sexual orientation and gender identity. We expect these trends to further increase the number of individuals who identify as LGBTQ.
Market Overview The global GBTQ population has seen significant and consistent growth in recent years, reflecting both rising populations and the rising social acceptance of the LGBTQ community in many countries, as well as individuals’ growing confidence in openly expressing their sexual orientation and gender identity.
We have attracted a highly engaged and rapidly growing user base, as evidenced by the following: • 14.2 million Average MAUs in 2024. Increased by 7.4% in 2024, as compared to 2023. • 1,076 thousand Average Paying Users in 2024.
We have attracted a highly engaged and growing user base, as evidenced by the following: • 15.0 million Average MAUs in 2025. Increased by 5.2% in 2025 as compared to 2024. • 1.3 million Average Paying Users in 2025.
Increased by 14.8% in 2024, as compared to 2023. • MAUs in over 190 countries and territories in the world as of December 31, 2024. • 21 supported languages on our platform as of December 31, 2024. • On average, users on our platform sent over 401.1 million daily messages in 2024. Our target market is the worldwide LGBTQ community.
Increased by 16.9% in 2025 as compared to 2024. • MAUs in over 190 countries and territories in the world as of December 31, 2025. • 21 supported languages on our platform as of December 31, 2025. Our target market is the worldwide LGBTQ community.
See the sections titled “ Risk Factors—Risks Relating to our Business—Security breaches, unauthorized access to or disclosure of our data or user data, other hacking and phishing attacks affecting our information technology systems or those of third parties with whom we work, or other data security incidents could compromise sensitive information related to our business or users processed by us or on our behalf and expose us to liability, which could harm our reputation, disrupt the availability of our systems and services, generate negative publicity, and materially and adversely affect our business. ” In addition, depending on the new products or services we decided to test or potentially offer, we may become subject to additional regulatory schemes.
See the sections titled “ Risk Factors—Risks Relating to our Business—Security breaches, unauthorized access to or disclosure of our data or user data, other hacking and phishing attacks affecting our information technology systems or those of third parties with whom we work, or other data security incidents could compromise sensitive information related to our business or users processed by us or on our behalf and expose us to liability, which could harm our reputation, disrupt the availability of our systems and services, generate negative publicity, and materially and adversely affect our business. ” In addition, in connection with Woodwork by Grindr, our first gayborhood expansion initiative in the health and wellness space, we and any third-party suppliers, compounders, and manufacturers of health products are subject to extensive regulation by the U.S.
Our Growth Strategies We believe there is significant growth opportunity in our core product driven in part by the rising acceptance and growth of the global LGBTQ population, especially among recent generations that are more technology savvy.
Our business generates strong margins and positive cash flows given our revenue model and negligible paid user acquisition spend. Our Growth Strategies We believe there is significant growth opportunity in our core product driven in part by the continued rapid growth and rising acceptance of the global LGBTQ population, especially among recent generations that are more technology savvy.
In 2024 we expanded and enhanced our team, including by adding employees and contractors. In doing so, we significantly grew the size of our engineering team, including with the addition of a dedicated contractor team in Colombia consisting of 20 full-time engineers as of December 31, 2024.
In 2025, we continued to expand and enhance our team with new employees and contractors. In doing so, we significantly grew the size of our engineering team, including the expansion of a dedicated contractor team in Colombia consisting of 29 full-time engineers as of December 31, 2025.
The system powers the main cascade user interface in our Grindr platform where a user sees others who are also using the Grindr platform at that moment based on distance and filter criteria. • Artificial Intelligence and Machine Learning .
The system powers the main cascade user interface in our Grindr platform where a user can see others who are also using the Grindr platform and have chosen to share their general location at that moment based on distance and filter criteria. • gAI .
We also believe there are opportunities to expand beyond our core business, and plan to test a number of products and services in other sectors. Key elements of our growth strategy include: • Improving and Advancing our Core Product. ◦ Expand Monetization Capabilities.
We also believe there are opportunities to expand beyond our core business, and we have introduced, and plan to continue to test, products and services for GBTQ people in other sectors. Key elements of our growth strategy include: • Improving and Advancing our Core Product. ◦ Enhancing and Expanding the Core Use Case with AI .
We also plan to grow our user base by 9 Table of Contents targeting geographic regions that have a large number of untapped potential users and fast-growing economies. ◦ Invest in Understanding our User Journey.
We plan to deepen our penetration in our current markets, including in our key established markets such as the United States, Europe, and around the world. We also plan to grow our user base by targeting geographic regions that have a large number of untapped potential users and fast-growing economies. ◦ Invest in Understanding our User Journey.
We had 14.2 million Average MAUs and 1.1 million Average Paying Users for the year ended December 31, 2024, as compared to 13.3 million Average MAUs and 937 thousand Average Paying Users for the year ended December 31, 2023. We enable our users to find and engage with one another, share content and experiences, and generally express their unique selves.
Additionally, we had 1.3 million, 1.1 million, and 0.9 million Average Paying Users for the years ended December 31, 2025, 2024, and 2023, respectively. We enable our users to find and engage with one another, share content and interests, discover products and experiences relevant for them, and generally express their unique selves.
The CCPA provides for fines of up to $7,500 per intentional violation and allows private litigants affected by certain data breaches to seek to recover potentially significant statutory damages. Additionally, foreign data privacy and security laws (including the GDPR and UK GDPR) impose significant and complex compliance obligations on entities that are subject to those laws.
The CCPA provides for fines of up to $7,500 per intentional violation and allows private litigants affected by certain data breaches to seek to recover potentially significant statutory damages.
The LGBTQ community's significant purchasing power, combined with our platform's broad appeal to more recent generations, has prompted marketers to focus increasingly on engaging with this community.
Our user base represents a highly desirable demographic for marketers and advertisers, given its substantial purchasing power and economic potential. The GBTQ community’s significant purchasing power, combined with our platform’s broad appeal to more recent generations, has prompted marketers to focus increasingly on engaging with this community.
Our largest markets are currently North America and Europe, from which we derived 84.7% of our total revenue for the year ended December 31, 2024. We believe we have significant opportunities to leverage our unique brand to both broaden and deepen our market penetration and offer products and services that address the growing and specific needs of our community.
We believe we have significant opportunities to leverage our unique brand to both broaden and deepen our market penetration and offer products and services that address the growing and specific needs of our community.
We apply for additional trademarks and patents to the extent we determine it to be core to our service or businesses or otherwise appropriate and cost-effective. 11 Table of Contents We license technology and other intellectual property from our partners and rely on our license agreements with those partners to use the intellectual property.
We apply for additional trademarks and patents to the extent we determine such intellectual property to be core to our service or businesses or otherwise appropriate and cost-effective. We license technology and other intellectual property from our partners. Third parties may assert claims related to intellectual property rights against our partners and us.
In 2025, we intend to continue to focus on adding talent at a measured pace, especially in applied science, data engineering, and artificial intelligence and machine learning. We are headquartered in West Hollywood, California, and have additional offices in the San Francisco Bay Area, Chicago, and New York City.
We intend to continue to focus on adding talent at a measured pace, especially in applied science, data engineering, and artificial intelligence and machine learning.
We have benefited from a substantial first-mover advantage and reached a scale that continues to propel the viral growth of our business, brand awareness, and user acquisition. • Superior User Experience.
We have benefited from a first-mover advantage and reached a scale that continues to propel the growth of our business, brand awareness, and user acquisition. • Superior User Experience. Our geolocation technology, grid display interface, complex filter functions, and other innovative features and functionalities enable users to discover and connect to each other effortlessly and seamlessly.
We manage and operate the Grindr platform, a global social networking platform primarily serving and addressing the needs of gay, bisexual, and sexually explorative adults around the world.
We manage and operate the Grindr platform, a global social networking platform primarily serving and addressing the needs of gay, bisexual, and sexually explorative adults around the world. We had 15.0 million, 14.2 million, and 13.3 million Average MAUs for the years ended December 31, 2025, 2024, and 2023, respectively.
Through in-app tools, we encourage users to report inappropriate content and misbehavior. 10 Table of Contents Branding and Marketing We have expanded our user base through user-driven organic growth, anchored in the combination of our strong brand and an extensive global user base.
Through in-app tools, we encourage users to report inappropriate content and misbehavior. Branding and Marketing We continue to expand our user base through user-driven organic growth, supported by the scale of our global network and sustained engagement across the platform.
To date this program has resulted in the distribution of hundreds of thousands of kits globally, including in the U.S., Ireland, Georgia, the UK, Namibia, New Zealand, and Australia, many of which were sent to Grindr users who reported they had never previously tested for HIV.
To date, in close collaboration with our partners, this program has resulted in the distribution of over 500,000 kits globally, including in the United States, Mexico, the United Kingdom, Ireland, Belgium, Switzerland, Spain, Croatia, Georgia, Namibia, Nigeria, Australia, New Zealand, Cambodia, the Philippines, and Vietnam, with many tests reaching Grindr users who reported they had never previously tested for HIV.
Technology Our technology and product development process is designed for the unique needs of our user base. We aim to build technology that addresses our users’ needs, protects our users, and enables them to make connections safely. Key components of our technology platform include: • Location-Based Technologies.
We aim to build technology that addresses our users’ needs, protects our users, and enables them to make connections safely. Key components of our technology platform include: • Location-Based Technologies. We have built a location-based system that enables our users to choose to share their approximate locations with other users to seamlessly engage with their hyper-local community.
Our growth agenda will be supported, in part, by the introduction of AI synthetics to our product development workflow and coding, and incorporating a product roadmap that features AI-first experiences that are intended to transform the ways in which we engage with and serve our user community. • Data Management, Protection, and Privacy.
Our growth agenda has been and will continue to be supported, in part, by AI/ML and the introduction of AI synthetics to our product development workflow and coding, as well as through a product roadmap featuring AI-centered services, such as Edge, A-List, and Discover. • Data Management, Protection, and Privacy.
Beyond our core business, we intend to explore new lines of business, including the health and wellness sector, travel, local discovery, media, and others. • Strategic Investments and Acquisitions. In addition to organic growth, we are open to opportunistic strategic partnerships, collaborations, investments, and acquisitions, including in markets beyond our core product.
In addition to organic growth, we continue to be open to opportunistic strategic partnerships, collaborations, investments, and acquisitions, including in markets beyond our core product. Technology Our technology and product development process is designed for the unique needs of our user base.
We believe our global addressable market encompasses the entire LGBTQ population and not just LGBTQ singles, as our users use our platform and services for more than just casual dating and relationships. Our user base represents a highly desirable demographic for marketers and advertisers, given its substantial purchasing power and economic potential.
We expect these trends to further increase the number of individuals who identify as GBTQ globally. We believe our global addressable market encompasses the entire GBTQ population and not just GBTQ singles, as our users use our platform and services for more than just casual dating and relationships.
Beginning in 2023, Grindr for Equality expanded an innovative strategy to fight the HIV epidemic by enabling Grindr users to order free HIV self-test kits by connecting them directly to our self-testing partner organizations through the app.
HIV self-testing is a flagship Grindr for Equality program, enabling users to order free HIV self-test kits directly through the app and connect with trusted partner organizations for follow-up and referrals.
We will continue to selectively address immediate capacity and product development needs with contractors, particularly in supporting our engineering function. Approximately 75% of our team based in North America was hired in the last two years.
We will continue to selectively supplement immediate capacity and product development needs with contractors, particularly in supporting our engineering function. By building a performance-driven culture, we want to unleash Grindr’s and each of our employees’ full potential.
In partnership with the Company's product, marketing, and customer experience teams; public health authorities; and LGBTQ non-governmental organizations, Grindr for Equality harnesses the power of the Grindr platform and provides funding to advance key health and human rights goals for our community.
Grindr for Equality works in cross-functional partnership with the Company’s internal team as well as with external public health and LGBTQ organizations. Together, these partnerships leverage the reach of the Grindr platform—alongside in-kind advertising, funding, and visibility—to advance LGBTQ health and human rights globally.
Online initiatives of our branding and marketing strategy historically included, and continue to include, attracting new users and generating brand awareness through content marketing and social media initiatives, influencer marketing campaigns, and brand partnerships. In 2024, we also made significant progress reshaping the perception of Grindr as the Global Gayborhood in Your Pocket ™ .
In 2024 we made progress reshaping the perception of Grindr as the Global Gayborhood in Your Pocket ™ , and in 2025 we advanced our positioning by more deliberately linking brand activity to product strategy and cultural presence.
During 2024, we appointed new leadership for our advertising business and set a strategy that has driven growth in our third-party advertising partnerships as well as direct advertising sales. ◦ Grow Our User Base. We plan to deepen our penetration in our current markets, including in our key established markets such as the United States and Europe.
In 2025 we made progress on our strategy to drive growth in our third-party advertising partnerships as well as direct advertising sales, and intend to increase our focus on direct advertising and brand partnerships in the future. ◦ Grow Our User Base.
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In 2024 we made a number of product and feature innovations, driven by an enhanced focus on AI, ML, and user-centric design, including: • Right Now, which is Grindr’s first intent-based product for enabling people to easily find others who want an immediate intimate connection. 7 Table of Contents • Roam TM , which allows users to make connections ahead of an upcoming trip. • Wingman, an AI assistant, which is expected to power several other new features we are launching this year. • Interests tab, an inbound feature that centralizes ‘View Me’ and ‘Taps’, and which we plan to further enhance and introduce additional inbound-related features. • More Profiles, which displays profiles to users based on relevancy in addition to distance.
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In 2025, we began testing Edge, a premium AI-native product tier, designed to aggregate our AI-native capabilities specifically for users seeking advanced capabilities.
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As part of our 2025 product roadmap, we expect to launch the following new products and features to some, if not all, users in 2025: • AI Personalization: ▪ Chat Summaries, powered by the AI Wingman assistant, is expected to create summaries of conversations so users can quickly access the history of their chats with the most relevant information and pick up where they left off. ▪ A-list, which is expected to automatically create a select list of users a user has previously interacted with, based on meaningful conversations and high-potential matches, making it easy to reengage when the moment is right. ▪ For You, which is intended to provide smart, personalized recommendations for users who may be a match based on preferences and intentions. ▪ Discover, which is expected to be a new area in the app where users will be served relevant profiles recommended from around the world based on their interests. • Travel Expansion: ▪ We intend for the new Explore Heatmap to let users quickly identify the lively local hotspots and the aggregated density of Grindr users in specific neighborhoods in their city or other cities around the world. ▪ Travel Pass is expected to be the ultimate travel package for any trip, including unlimited Roam TM and Boost for more visibility and faster connections, a “Visitor” tag on users’ profiles, and chat translations for seamless communication. • Gayborhood Expansion: ▪ Looking ahead, we are considering a broad set of potential products and services to support gayborhood expansion, including in sectors such as travel, events, lifestyle and media production, as well as initiatives in the health and wellness sector that we plan to begin testing this year.
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We are focused on strategically positioning Edge and other AI products to expand monetization through a cohesive premium stack that aims to deliver differentiated value. 8 Table of Contents Gayborhood Expansion In May 2025, we launched Woodwork by Grindr as part of our first gayborhood expansion initiative focusing on the health and wellness space.
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Key priorities include expanding HIV prevention, testing, and treatment; effective health education; ending criminalization and police persecution in the more than 60 countries where it is still illegal to be LGBTQ; and achieving marriage equality in the over 150 countries where Grindr users do not have the freedom to marry.
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Woodwork is a telehealth subscription service that facilitates access for eligible patients to certain treatments and prescription medications, including compounded medications. It is currently powered by OpenLoop Health Inc. and its affiliated practices (“OpenLoop”), a partner for clinical support.
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In 2024, we also launched in-app access to sexual health and safety resources for our users in 30 countries around the world, including Brazil, Kenya, Namibia, and many countries in Europe, enabling 8 Table of Contents millions of our users to access sexual health and safety resources directly through a side drawer on the Grindr app’s home screen, gaining localized and real-time information on the issues that matter to them.
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Looking ahead, we are continuing to consider a broad set of potential products and services to support gayborhood expansion, including in sectors such as travel, events, lifestyle, and media production.
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In 2023 and 2024, Grindr for Equality is also proud to have supported numerous marriage equality campaigns, including through its partnership with the Rainbow Sky Association of Thailand in advocating for marriage equality leading up to June 2024, when Thailand became the first Southeast Asian country to legalize marriage equality.
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Grindr for Equality’s key priorities include advancing HIV prevention, testing, and treatment; supporting progress toward marriage equality in countries where LGBTQ people lack the freedom to marry; and empowering LGBTQ communities through in-app campaigns focused on health, safety, and human rights.
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During this time, we also supported decriminalization campaigns, including in Namibia where the high court repealed a colonial-era law criminalizing same-sex conduct in June 2024, and hundreds of LGBTQ organizations around the world, building on our mission of making a world where the lives of our global community are free, equal, healthy, and just.
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In 2025, Grindr for Equality expanded users’ sexual health profile options by introducing fields related to DoxyPEP use and condom preferences, enabling users to share and access prevention-related information more easily. We also updated in-app educational resources on community-preferred topics such as sexual health, and developed new evidence-informed content areas such as mental health, harm reduction, and rights awareness.
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Our geolocation technology, grid display interface, complex filter functions, and other innovative features and functionalities enable users to discover and connect to each other effortlessly and seamlessly. • Strong Margins and Profitable Business Model. Our business generates strong margins and positive cash flows given our revenue model and negligible paid user acquisition spend.
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In parallel, we expanded the Grindr Community Support ecosystem, which provides information on resources in 51 countries worldwide, improving direct linkage for users to reach trusted local LGBTQ support organizations. Of the more than 190 countries and territories in the world, currently only 39 – mostly in the Americas and Western Europe –allow same-sex couples to marry.
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We have built a large-scale location search system to connect our online users’ locations in real-time so they can seamlessly engage with their hyper-local community.
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In 2025, Grindr for Equality championed the fight for marriage equality by funding marriage equality campaigns, amplifying locally led movements, and convening advocates at pivotal moments for progress, including in Eastern Europe, Japan, and Peru. In-app campaigns remain one of Grindr for Equality’s most effective tools for supporting grassroots impact.
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Our goal is to move beyond broad awareness to becoming a brand that users love, trust, and recommend. Through gayborhood expansion initiatives, we are developing new products and services for users to engage with through the Grindr platform, which include digital versions of services typically found in physical gayborhoods.
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In 2025, we partnered with 185 community organizations to run more than 1,200 campaigns at no cost across 71 countries, delivering 40 million impressions in 40 languages.
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Our content-driven campaigns this past year focused on driving positive brand association, while tailored messaging and owned social channels were aimed at engaging our core audiences where they are. We also took more control of our narrative in the press, bringing our core audience inside the gayborhood and along with us on our product journey.
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Government Affairs Grindr’s government affairs team advocates on behalf of the millions of gay and bisexual people who use our platform, as well as the broader LGBTQ community, bringing their health and lived experiences directly into state, federal, and international policymaking.
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We expect to continue to actively promote a better global understanding of the Grindr brands in the year ahead. Employees and Human Capital Resources We compete for talent within the technology industry. Our company culture emphasizes results, transparency, collaboration, experimentation, a bias for action, and creating an environment in which everyone can bring their full and best selves to work.
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This includes championing the continued funding of the President’s Emergency Plan for AIDS Relief (“PEPFAR”), a cornerstone of the global HIV response, and identifying opportunities for Grindr to serve as a direct link between the PEPFAR ecosystem and the at-risk communities who need it most. Importantly, amidst changes in personnel and shifting priorities at the U.S.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAny number of factors can negatively affect user growth, engagement, and retention, including if: • we fail to introduce new and improved products and services that appeal to our users, or if we make changes to existing products and services that do not appeal to our users; • we experience decreases in user sentiment related to the quality of our products and services, or based upon concerns related to data privacy and the sharing of user data, safety, security, use of AI/ML technologies including generative AI, or well-being, among other factors; • technical or other problems prevent us from delivering our products and services in a rapid and reliable manner or otherwise affect the user experience; • we fail to address user, legal, or regulatory concerns related to data privacy, data security, use of AI/ML technologies, personal safety, or other factors; • our current or future products and services reduce user activity on Grindr by making it easier for our users to interact and share on third-party platforms; or • there are changes mandated by legislation, regulations, or other government actions.
Biggest changeAny number of factors can negatively affect user growth, engagement, and retention, including if: • we fail to introduce new and improved products and services that appeal to our users, or if we make changes to existing products and services that do not appeal to our users; • we experience decreases in user sentiment related to the quality of our products and services, or based upon concerns related to data privacy and the sharing of user data, data safety, security, use of AI/ML technologies, or well-being, among other factors; • technical or other problems prevent us from delivering our products and services in a rapid and reliable manner or otherwise affect the user experience; • we fail to address user, legal, or regulatory concerns related to data privacy, data security, use of AI/ML technologies, safety, or other factors; • our current or future products and services reduce user activity on Grindr by making it easier for our users to interact and share on third-party platforms; or • there are changes mandated by legislation, regulations, or other government actions, or users do not like changes we make or how we otherwise respond to such mandates. 18 Table of Contents Illegal or inappropriate actions by our users or user-generated content could be attributed to us and damage our brand or reputation; subject us to regulatory inquiries, legal action, or other liabilities; or could result in us making changes to our products to mitigate litigation or regulatory risks, which, in turn, could materially adversely affect our business.
Although our users have the choice not to display their relative location in the Grindr cascade, trilateration (i.e., the process of estimating a user’s location by combining the distance measurement from three points surrounding a user), is a common risk in location-based apps and could be perceived as a threat to users’ location privacy in some jurisdictions.
Although our users have the choice not to display their relative location in the Grindr cascade, trilateration (i.e., the process of estimating a user’s location by combining the distance measurement from three points surrounding a user), is a common risk of location-based apps and could be perceived as a threat to users’ location privacy in some jurisdictions.
While we have not experienced outages in the recent past that materially and adversely affected our business, financial condition, or results of operations, we have experienced in the recent past significant bugs, outages, performance delays, and other glitches, and we expect to face similar issues in the future.
While we have not experienced outages in the recent past that materially adversely affected our business, financial condition, or results of operations, we have experienced in the recent past significant bugs, outages, performance delays, and other glitches, and we expect to face similar issues in the future.
The occurrence of any of these or other factors could negatively affect our business, financial condition, and results of operations.
The occurrence of any of these or other factors could negatively affect our business, financial condition, and results of operations.
If amounts outstanding under the term loan or revolving credit facility were accelerated, our lenders could foreclose on these liens and we could lose substantially all of our assets. Additionally, the lenders are not obligated to fund any new borrowing under the credit agreement while an event of default is continuing.
If amounts outstanding under the term loan facility or revolving credit facility were accelerated, our lenders could foreclose on these liens and we could lose substantially all of our assets. Additionally, the lenders are not obligated to fund any new borrowing under the Credit Agreement while an event of default is continuing.
As part of our gayborhood expansion initiatives, any new products and services we may test and offer outside of our core business in the media sector could subject us to numerous federal and state laws and regulations and failure to comply with such regulations, could result in legislative or regulatory actions that could adversely affect our business, results of operations and financial condition.
As part of our gayborhood expansion initiatives, any new products and services we may test and offer outside of our core business in the media sector could subject us to numerous federal and state laws and regulations that are new to us, and failure to comply with such regulations could result in legislative or regulatory actions that could adversely affect our business, results of operations and financial condition.
Moreover, user-generated content is at the center of our products and services, which enable our users to provide text, location, image, audio, and video content both in their Grindr public profiles and in interactions with other Grindr users. User content or activity may be infringing, illegal, hostile, offensive, harmful, unethical, or inappropriate or may violate our terms of service.
Moreover, user-generated content is at the center of our products and services, which enable our users to provide text, location, image, audio, and video content both in their Grindr public profiles and in interactions with other Grindr users. User content or activity may be infringing, illegal, hostile, offensive, harmful, unethical, or inappropriate or may otherwise violate our terms of service.
Uncertainty around new and emerging AI applications such as generative AI content creation will require additional investment in the licensing or development of proprietary datasets; AI and ML models; and systems to test for accuracy, bias, and other variables, which are often complex, may be costly and could impact our profit margin.
Uncertainty around new and emerging AI applications such as generative AI content creation may require additional investment in the licensing or development of proprietary datasets; AI and ML models; and systems to test for accuracy, bias, and other variables, which are often complex, may be costly, and could impact our profit margin.
If our operations are found to be in violation of any of these laws or regulations, we could be required to curtail or restructure our operations, and we could be subject to significant regulatory and/or legal enforcement actions, including the injunctions, seizures, imprisonment, disgorgement, exclusion from participation in healthcare programs, additional reporting obligations and oversight obligations, civil fines, and criminal penalties.
If our operations are found to be in violation of any of these laws or regulations, we could be required to curtail or restructure our operations, and we could be subject to significant regulatory and/or legal enforcement actions, including injunctions, seizures, imprisonment, disgorgement, exclusion from participation in healthcare programs, additional reporting obligations and oversight obligations, civil fines, and criminal penalties.
Such issues could be exploited and result in a security incident but may not be detected until after a security incident has occurred or after the code has been released for external or internal use. Further, we have (and may in the future) experienced delays in developing and deploying remedial measures designed to address any such identified issues.
Such issues could be exploited and result in a security incident but may not be detected until after a security incident has occurred or after code has been released for external or internal use. Further, we have experienced (and may in the future experience) delays in developing and deploying remedial measures designed to address any such identified issues.
Although our Terms and Conditions of Service contain provisions relating to warranty disclaimers and liability limitations, among other provisions our Terms and Conditions of Service, these contractual terms may not be upheld or enforceable in all jurisdictions in which we distribute our products and services, and they may not offer us any protections from liability in potential legal action.
Although our Terms and Conditions of Service contain provisions relating to warranty disclaimers and liability limitations, among other relevant provisions, these contractual terms may not be upheld or enforceable in all jurisdictions in which we distribute our products and services, and they may not offer us any protections from liability in potential legal action.
Other states are considering and may adopt similar laws in the future. In addition, U.S. federal governmental agencies like the Consumer Financial Protection Bureau and the Federal Trade Commission have adopted, or are considering adopting, regulations concerning personal data privacy and data security and pursued enforcement actions and penalties against companies.
Other states have passed, are considering, and may adopt similar laws in the future. In addition, U.S. federal governmental agencies like the Consumer Financial Protection Bureau and the Federal Trade Commission have adopted, or are considering adopting, regulations concerning personal data privacy and data security and pursued enforcement actions and penalties against companies.
Because the Pledged Securities collectively represent a majority of the combined voting power of our common stock, the occurrence of an event of default or foreclosure, and a subsequent sale of all, or substantially all of the Pledged Securities could result in a change of control of the Company, even when such a change may not be in the best interests of our stockholders.
Because the Pledged Securities represent a majority of the combined voting power of our common stock, the occurrence of an event of default or foreclosure, and a subsequent sale of all, or substantially all of the Pledged Securities could result in a change of control of the Company, even when such a change may not be in the best interests of our stockholders.
Any such campaign could require significant resources to mount a response, it could disrupt our operations or distract management, and it could lead to negative publicity and potential investigation from regulators, among other negative effects, any of which may materially and adversely affect our business, financial condition, and results of operations.
Any such campaign could require significant resources to mount a response, disrupt our operations or distract management, and lead to negative publicity and potential investigation from regulators, among other negative effects, any of which may materially and adversely affect our business, financial condition, and results of operations.
The occurrence of any of these or other similar factors could negatively and materially affect our business, financial condition, and results of operations. From time to time, we are party to patent, trademark, and other intellectual property-related litigation and proceedings that if resolved adversely, could materially adversely impact our business, financial condition, and results of operations.
The occurrence of any of these or other factors could negatively and materially affect our business, financial condition, and results of operations. From time to time, we are party to patent, trademark, and other intellectual property-related litigation and proceedings that if resolved adversely, could materially adversely impact our business, financial condition, and results of operations.
For example, over the last few years, we have received and responded to inquiries from the Spanish Data Protection Authority, the Slovenian Data Protection Authority, and the Austrian Data Protection Authority, and other non-EU data protection authorities, including the Norwegian Data Protection Authority and the UK Information Commissioner’s Office (“ICO”), and various U.S. regulators.
For example, over the last few years, we have received and responded to inquiries from the Spanish Data Protection Authority, the Slovenian Data Protection Authority, the Greek Data Protection Authority, the Austrian Data Protection Authority, and other non-EU data protection authorities, including the Norwegian Data Protection Authority and the UK Information Commissioner’s Office (“ICO”), and various U.S. regulators.
The AI Act provides for fines of up to 35 million Euros or 7% of annual global revenue for violations of the prohibited AI restrictions, and fines of up to 15 million Euro or 3% of annual global revenue for violations of most other obligations. We expect other jurisdictions will adopt similar laws (e.g., Brazil).
The AI Act provides for fines of up to 35 million Euro or 7% of annual global revenue for violations of the prohibited AI restrictions, and fines of up to 15 million Euro or 3% of annual global revenue for violations of most other obligations. We expect other jurisdictions will adopt similar laws (e.g., Brazil).
Our international revenues represented 42.2% and 41.7% of total revenue for the years ended December 31, 2024 and 2023, respectively. If we fail to deploy, manage, or oversee our international expansion successfully, our business may suffer.
Our international revenues represented 42.2%, 42.2%, and 41.7% of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively. If we fail to deploy, manage, or oversee our international expansion successfully, our business may suffer.
See “ — If the use of third-party cookies or other tracking technology is rejected by our users, restricted by third parties outside of our control, or otherwise subject to unfavorable regulation, our performance could be negatively impacted and we could incur significant revenue loss or increased costs. ” In addition, our advertising revenue could also be adversely affected by many factors both within and beyond our control, including: • decreased user access to and engagement with us through our products and services; • our inability to maintain or improve our analytics and measurement solutions that demonstrate the value of our ads and other commercial content; 23 Table of Contents • adverse legal developments or user sentiment relating to advertising, online safety, data privacy, artificial intelligence, and collection of personal data for targeted advertising purposes, including legislative action, regulatory developments, and litigation; • adverse media reports or other negative publicity involving us or other companies in our industry.
See “ — If the use of third-party cookies or other tracking technology is rejected by our users, restricted by third parties outside of our control, or otherwise subject to unfavorable regulation, our performance could be negatively impacted and we could incur significant revenue loss or increased costs. ” In addition, our advertising revenue could also be adversely affected by many factors both within and beyond our control, including: • decreased user access to and engagement with us through our products and services; • our inability to maintain or improve our analytics and measurement solutions that demonstrate the value of our ads and other commercial content; • adverse legal developments or user sentiment relating to advertising, online safety, data privacy, artificial intelligence, and collection of personal data for targeted advertising purposes, including legislative action, regulatory developments, and litigation; or • adverse media reports or other negative publicity involving us or other companies in our industry.
However, we may not be able to identify future acquisition candidates or strategic partners that are suitable to our business, obtain financing on satisfactory terms to complete such acquisitions, or we may be subject to antitrust scrutiny for any such potential acquisitions.
However, we may not be able to identify future acquisition candidates or strategic partners that are suitable to our business, obtain financing on satisfactory terms to complete such acquisitions or investments, or we may be subject to antitrust scrutiny for any such potential acquisitions or investments.
See “ —If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products and services or do not convert to Paying Users, our revenue, financial results and business may be significantly harmed .” In addition, the actions of our advertisers or partners may negatively affect our brands if users have a negative impression of such brands or do not have a positive experience using third-party products or services that are integrated into our platform.
See “ —If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products and services or do not convert to Paying Users, our revenue, financial results and business may be significantly harmed .” In addition, the actions of our advertisers or partners may negatively affect our brands if users have a negative impression of such brands or do not have a positive experience using third-party products or services that are advertised on or integrated into our platform.
Acquisitions include a number of risks, including our ability to project and evaluate market demand, realize potential synergies and cost savings, and make accurate accounting estimates, as well as diversion of management attention.
Acquisitions and investments include a number of risks, including our ability to project and evaluate market demand, realize potential synergies and cost savings, and make accurate accounting estimates, as well as diversion of management attention.
See “ —Adverse social and political environments for the LGBTQ community in certain parts of the world, including actions by governments, private individuals, or other groups, could limit our geographic reach, business expansion, and user growth, any of which could materially and adversely affect our business, financial condition, and results of operations. ” We believe that operating internationally, particularly in countries in which we have more limited experience, exposes us to a number of additional risks both within and beyond our control, including: • political tensions, social unrest, or economic instability, particularly in the countries in which we operate; • risks related to the legal and regulatory environment in foreign jurisdictions, including with respect to data privacy, online safety, data security, artificial intelligence and unexpected changes in laws, regulatory requirements, and enforcement; • potential damage to our brand and reputation due to compliance with local laws, including potential censorship or requirements to provide user information to local authorities; • burdens of complying with a variety of foreign laws, including multiple tax jurisdictions; • reduced protection for intellectual property rights in some countries; • political unrest, terrorism, military conflict (such as the conflicts involving Russia and Ukraine and Israel and Hamas), war, health and safety epidemics (such as the COVID-19 pandemic and the outbreak of the mpox virus, formerly known as monkeypox, which began in 2022 (the “mpox outbreak”)) or the threat of any of these events; • export controls and economic sanctions administered by the U.S.
See “ —Adverse social and political environments for the LGBTQ community across the globe, including actions by governments, private individuals, or other groups, could limit our geographic reach, business expansion, and user growth, any of which could materially and adversely affect our business, financial condition, and results of operations. ” We believe that operating internationally, particularly in countries in which we have more limited experience, exposes us to a number of additional risks both within and beyond our control, including: • political tensions, social unrest, or economic instability, particularly in the countries in which we operate; • risks related to the legal and regulatory environment in foreign jurisdictions, including with respect to data privacy, online safety, data security, artificial intelligence and unexpected changes in laws, regulatory requirements, and enforcement; • potential damage to our brand and reputation due to compliance with local laws, including potential censorship or requirements to provide user information to local authorities; • burdens of complying with a variety of foreign laws, including multiple tax jurisdictions; • reduced protection for intellectual property rights in some countries; • political unrest, terrorism, military conflict (such as the conflicts involving Russia and Ukraine and Israel and Hamas), war, health and safety epidemics (such as the COVID-19 pandemic and the outbreak of the mpox virus, formerly known as monkeypox, which began in 2022 (the “mpox outbreak”)) or the threat of any of these events; • export controls and economic sanctions administered by the U.S.
Over the last few years, we have received and responded to inquiries from the Norwegian Data Protection Authority (“NDPA”), the Spanish Data Protection Authority, the Slovenian Data Protection Authority, and the Austrian Data Protection Authority, among other non-EU data protection authorities, including the ICO.
Over the last few years, we have received and responded to inquiries from the Norwegian Data Protection Authority (“NDPA”), the Spanish Data Protection Authority, the Slovenian Data Protection Authority, the Greek Data Protection Authority, and the Austrian Data Protection Authority, among other non-EU data protection authorities, including the ICO.
We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants.
We cannot assure that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants.
These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, could harm the market price of our common stock.
Broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, could harm the market price of our common stock.
In addition, while our policies attempt to address the illegal or otherwise inappropriate use of our products and services, and we publish and make available resources that provide users with information designed to help protect users’ digital security, personal safety (both on, and off, our Grindr platform), and self-care, we do not control what happens if our users decide to meet in person after connecting on our platform.
In addition, while our policies attempt to address the illegal or otherwise inappropriate use of our products and services, and we publish and make available resources that provide users with information designed to help protect users’ digital security, personal safety (both on and off our Grindr platform), and self-care, we do not control what happens when our users decide to meet in person after connecting on our platform.
If we are forced to refinance these borrowings on less favorable terms or if it is not possible to refinance these borrowings, our business, financial condition, and results of operations could be materially adversely affected. 48 Table of Contents Risks Related to Ownership of our Securities Our stock price may be volatile and stockholders may be unable to sell shares at or above the price at which they purchased them.
If we are forced to refinance these borrowings on less favorable terms or if it is not possible to refinance these borrowings, our business, financial condition, and results of operations could be materially adversely affected. 52 Table of Contents Risks Related to Ownership of Our Securities Our stock price may be volatile and stockholders may be unable to sell shares at or above the price at which they purchased them.
We and the third parties with whom we work face numerous threats, including physical or electronic break-ins; security breaches from inadvertent or intentional actions by our employees, contractors, consultants, and/or other third parties with otherwise legitimate access to our systems, website, or facilities; distributed denial-of-service attacks; computer and mobile malware, worms, and viruses; social engineering attacks (predominantly spear phishing attacks); deep fake attacks (which have become increasingly more difficult to identify as fake); credential stuffing attacks; credential harvesting; ransomware attacks; attacks enhanced or facilitated by AI; attempts to misappropriate user information, including credit card information and account login credentials; and general hacking.
We and the third parties with whom we work face numerous threats, including physical or electronic break-ins; security breaches from inadvertent or intentional actions by our employees, contractors, consultants, and/or other third parties with otherwise legitimate access to our systems, website, or facilities; distributed denial-of-service attacks; computer and mobile malware, worms, and viruses; social engineering attacks (predominantly spear phishing attacks); deep fake attacks (which have become increasingly more difficult to identify as fake); credential stuffing attacks; credential harvesting; ransomware attacks; attempts to misappropriate user information, including credit card information and account login credentials; and general hacking.
Although we have primarily grown our user base organically, attracting and retaining additional users for our products and services may require sales and marketing expenditures in the future.
Although we have primarily grown our user base organically, attracting and retaining additional users for our products and services may require greater sales and marketing expenditures in the future.
See—“ We and the third parties with whom we work are subject to varying and rapidly evolving regulatory frameworks on data privacy and data protection, and our (or the third parties with whom we work) actual or perceived failure to comply with such new or evolving regulations has in 38 Table of Contents the past harmed our business and could continue to result in claims, changes to our business practices, damages or monetary penalties, increased cost of operations, or declines in user growth or engagement, any of which could materially harm our business.” Partially as a result of these developments, individuals are becoming increasingly resistant to the collection, use, and sharing of personal data to deliver targeted advertising.
See—“ We and the third parties with whom we work are subject to varying and rapidly evolving regulatory frameworks on data privacy and data protection, and our (or the third parties with whom we work) actual or perceived failure to comply with such new or evolving regulations has in the past harmed our business and could continue to result in claims, changes to our business practices, damages or monetary penalties, increased cost of operations, or declines in user growth or engagement, any of which could materially harm our business.” Partially as a result of these developments, individuals are becoming increasingly resistant to the collection, use, and sharing of personal data to deliver targeted advertising.
Regardless of its accuracy or authenticity, negative publicity concerning us, 18 Table of Contents including media coverage regarding the actions of our users on or off our platform, our Terms and Conditions of Service or privacy practices, the quality or safety of our products and services (including, for example, our use of AI/ML technologies including generative AI), minors using our platforms, the actions of our advertisers or other partners, litigation or regulatory activity, and/or the actions of other companies that provide similar services to us, could materially and adversely affect our brand, which could, in turn, materially and adversely affect the size, engagement, and loyalty of our user base; our ability to attract and retain talent; and the number and quality of advertisers that choose to advertise on our platform.
Regardless of its accuracy or authenticity, negative publicity concerning us, including media coverage regarding the actions of our users on or off our platform, our Terms and Conditions of Service or privacy practices, the quality or safety of our products and services (including, for example, our use of AI/ML technologies including generative AI), minors using our platforms, the actions of our advertisers or other partners, litigation or regulatory activity, and/or the actions of other companies that provide similar services to us, could materially and adversely affect our brand, which could, in turn, materially and adversely affect the size, engagement, and loyalty of our user base; our ability to attract and retain talent; and the number and quality of advertisers that choose to advertise on our platform.
We are subject to a variety of laws and regulations in the U.S. and other jurisdictions that involve matters that may impact our business, including in the areas of internet and eCommerce, labor and employment, anti-discrimination, 39 Table of Contents payments, whistleblowing and worker confidentiality obligations, product liability, intellectual property, broadband internet access, online commerce, competition, arbitration agreements and class action waiver provisions, content moderation, intermediary liability, online terms and agreements, protection of minors, consumer protection, privacy and data protection, online safety, mobile application and website accessibility, sex trafficking, and taxation, among others.
We are subject to a variety of laws and regulations in the U.S. and other jurisdictions that involve matters that may impact our business, including in the areas of internet and eCommerce, labor and employment, anti-discrimination, payments, whistleblowing and worker confidentiality obligations, product liability, intellectual property, broadband internet access, online commerce, competition, arbitration agreements and class action waiver provisions, content moderation, intermediary liability, online terms and agreements, protection of minors, consumer protection, privacy and data protection, online safety, mobile application and website accessibility, sex trafficking, and taxation, among others.
The GDPR and the UK GDPR includes obligations and restrictions concerning the consent and rights of individuals to whom personal data relates, the transfer of personal data out of the EEA and the United Kingdom, security breach notifications, and the security and confidentiality of personal data more generally, including more stringent requirements for personal data classified as “sensitive.” In addition, individuals have a right to compensation under the GDPR and the UK GDPR for financial or non-financial losses.
The GDPR and the UK GDPR include obligations and restrictions concerning the consent and rights of individuals to whom personal data relates, the transfer of personal data out of the EEA and the United Kingdom, security breach notifications, and the security and confidentiality of personal data more generally, including more stringent requirements for personal data classified as “sensitive.” In addition, individuals have a right to compensation under the GDPR and the UK GDPR for financial or non-financial losses.
In addition, concerns about various harms from the use of similar products and services and social networking platforms for illegal or otherwise inappropriate conduct, such as rape, assaults, romance scams and financial fraud, have resulted in could result in additional future legislation or other governmental action that affects the overall social networking industry.
In addition, concerns about various harms from the use of similar products and services and social networking platforms for illegal or otherwise inappropriate conduct, such as rape, assaults, romance scams and financial fraud, have resulted in, and could result in, additional future legislation or other governmental action that affects dating apps and the overall social networking industry.
See “ —We and the third parties with whom we work are subject to varying and rapidly evolving regulatory frameworks on data privacy and data protection, and our (or the third parties with whom we work) actual or perceived failure to comply with such new or evolving regulations has in the past harmed our business and could continue to result in claims, changes to our business practices, damages or monetary penalties, increased cost of operations, or declines in user growth or engagement, any of which could materially harm our business. ” These and other inquiries may have harmed our reputation and brands and may seriously harm our reputation and brand in the future.
See “ —We and the third parties with whom we work are subject to varying and rapidly evolving regulatory frameworks on data privacy and data protection, and our (or the third parties with whom we work) actual or perceived failure to comply with such new or evolving regulations has in the past harmed our business and could continue to result in claims, changes to our business 16 Table of Contents practices, damages or monetary penalties, increased cost of operations, or declines in user growth or engagement, any of which could materially harm our business. ” These and other inquiries may have harmed our reputation and brands and may seriously harm our reputation and brand in the future.
In addition, the lenders for either financing arrangement could seek to sell all or a portion of the Pledged Securities or otherwise dispose of such interests.
In addition, the lenders for the financing arrangement could seek to sell all or a portion of the Pledged Securities or otherwise dispose of such interests.
Known risks of AI/ML, including generative AI, currently include risks related to accuracy, bias, toxicity, privacy, security, and data provenance, including intellectual property issues. AI-driven features within the Grindr app may generate responses that are perceived as inappropriate, inaccurate, insensitive, or harmful, impacting user satisfaction and safety.
Examples of known risks of AI/ML, including generative AI, currently include risks related to accuracy, bias, safety, toxicity, privacy, security, data provenance, and intellectual property. AI-driven features within the Grindr app may generate responses that are perceived as inappropriate, inaccurate, insensitive, or harmful, impacting user satisfaction and safety.
Our failure to comply with the restrictive or financial covenants described above, if not cured or waived, could result in us being required to repay these borrowings before their due date. In addition, substantially all of our assets are subject to liens securing our term loan and revolving credit facility.
Our failure to comply with the restrictive or financial covenants described above, if not cured or waived, could result in us being required to repay these borrowings before their due date. In addition, substantially all of our assets are subject to liens securing our term loan and revolving credit facilities.
We endeavor to detect and address user actions that we suspect may violate our Terms and Conditions of Service, Communities Guidelines, or other policies applicable to our platform, which prohibit, among other things, any form of harassment, hate speech, or violence; other offensive content; profile pictures with nudity; pornography; drugs; impersonation of another person; activities related to minors (including uploading images depicting minors or communicating with another user believed to be a minor); and illegal actions such as 16 Table of Contents the advertising of sexual services or drugs.
We endeavor to detect and address user actions that we suspect may violate our Terms and Conditions of Service, Communities Guidelines, or other policies applicable to our platform, which prohibit, among other things, any form of harassment, hate speech, or violence; other offensive content; profile pictures with nudity; pornography; drugs; impersonation of another person; activities related to minors (including uploading images depicting minors or communicating with another user believed to be a minor); and illegal actions such as the advertising of sexual services or drugs.
In addition, our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays, other glitches, or outages that could temporarily make some or all of our systems or data unavailable and prevent our products and services 30 Table of Contents from functioning properly for our users.
In addition, our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays, other glitches, or outages that could 33 Table of Contents temporarily make some or all of our systems or data unavailable and prevent our products and services from functioning properly for our users.
Any failure or perceived failure by us (or the third parties with whom we work) to comply with applicable privacy and security obligations has and could in the future result in a variety of claims against us, including governmental enforcement actions and investigations, class action privacy litigation or mass arbitration demands, audits, inquiries, whistleblower 41 Table of Contents complaints, negative publicity, investigations, loss of export privileges, or severe criminal or civil sanctions, and/or proceedings by data protection authorities, among other potential legal action.
Any failure or perceived failure by us (or the third parties with whom we work) to comply with applicable privacy and security obligations has and could in the future result in a variety of claims against us, including governmental enforcement actions and investigations, class action privacy litigation or mass arbitration demands, audits, inquiries, whistleblower complaints, negative publicity, investigations, loss of export privileges, or severe criminal or civil sanctions, and/or proceedings by data protection authorities, among other potential legal action.
In July 2023, a labor union filed an election petition with the National Labor Relations Board (“NLRB”) seeking to represent certain of our employees. Acting on the petition, the NLRB conducted a secret-ballot election in November and December 2023, which remained ongoing as of December 31, 2024, due to outstanding challenged ballots.
In July 2023, a labor union filed an election petition with the National Labor Relations Board (“NLRB”) seeking to represent certain of our employees. Acting on the petition, the NLRB conducted a secret-ballot election in November and December 2023, which remained ongoing as of December 31, 2025, due to outstanding challenged ballots.
Any failure to repurchase stock after we have announced our intention to do so may negatively impact our reputation, investor confidence in us, or our stock price. The program expires on March 6, 2027, and the program may be suspended or discontinued at any time, which may result in a decrease in the price of our common stock.
Any failure to repurchase stock after we have announced our intention to do so may negatively impact our reputation, investor confidence in us, or our stock price. The program expires on March 6, 2029, and the program may be suspended or discontinued at any time, which may result in a decrease in the price of our common stock.
During the years ended December 31, 2024, and 2023, our international revenue represented 42.2% and 41.7% of our total revenue, respectively. We remeasure international revenues into U.S. dollar-denominated operating results, and during periods of a strengthening U.S. dollar, our international revenues will be reduced when remeasured into U.S. dollars.
Our international revenues represented 42.2%, 42.2%, and 41.7% of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively. We remeasure international revenues into U.S. dollar-denominated operating results, and during periods of a strengthening U.S. dollar our international revenues will be reduced when remeasured into U.S. dollars.
These and other proposed or actual legislation, regulation, litigation, or other governmental action related to safety or other topics could expose us to liability similar to existing legislation in other jurisdictions or, in some cases, more expansive liability, increase our cost of doing business, and materially adversely affect our business, financial condition, and results of operation.
These and other proposed or actual legislation, regulation, litigation, or other governmental action related to safety or other topics could expose us to liability similar to existing legislation in other jurisdictions or, in some cases, more expansive liability, increase our cost of doing business, and materially adversely affect our business, financial condition, and results of operations.
In particular, the nature of our business 45 Table of Contents exposes us to claims related to defamation, civil rights infringement, negligence and product liability (including, for example, claims alleging inadequate protections against or failure to warn about minors accessing our platform, or alleging addictive platform design), copyright or trademark infringement, invasion of privacy, consumer protection, discrimination, and personal injury, among other claims brought by users or classes of users based upon interactions they have on or off the platform.
In particular, the nature of our business exposes us to claims related to defamation, civil rights infringement, negligence and product liability (including, for example, claims alleging inadequate protections against or failure to warn about minors accessing our platform, or alleging addictive platform design), copyright or trademark infringement, invasion of privacy, consumer protection, discrimination, and personal injury, among other claims brought by users or classes of users based upon interactions they have on or off the platform.
As of December 31, 2024, we distribute the iOS and Android versions of our Grindr mobile application in 9 and 21 la nguages, respectively, and had registered users in most countries and territories in which the Apple App Store and Google Play Stor e operate.
As of December 31, 2025, we distribute the iOS and Android versions of our Grindr mobile application in 9 and 21 la nguages, respectively, and had registered users in most countries and territories in which the Apple App Store and Google Play Stor e operate.
The occurrence of any of these or other factors could negatively affect our business, financial condition, and results of operations. Intellectual property-related litigation and proceedings are expensive and time consuming to defend, and any claims against us, regardless of outcome or merit, could materially adversely impact our business, financial condition, and results of operations.
The occurrence of any of these or other factors could negatively affect our business, financial condition, and results of operations. Intellectual property-related litigation and proceedings are expensive and time consuming, and any claims against us, regardless of outcome or merit, could materially adversely impact our business, financial condition, and results of operations.
The 2023 Credit Agreement (as defined in “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”) requires compliance with certain financial covenants consisting of a maximum total net leverage ratio and minimum fixed charge coverage ratio, and contains certain customary restrictive covenants regarding indebtedness, liens, fundamental changes, investments, restricted payments, disposition of assets, transactions with affiliates, hedging transactions, certain prepayments of indebtedness, amendments to organizational documents and sale and leaseback transactions.
The Credit Agreement (as defined in “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”) requires compliance with certain financial covenants including a maximum total net leverage ratio and minimum fixed charge coverage ratio, and contains certain customary restrictive covenants regarding indebtedness, liens, fundamental changes, investments, restricted payments, disposition of assets, transactions with affiliates, hedging transactions, certain prepayments of indebtedness, amendments to organizational documents, and sale and leaseback transactions.
Changes in the population size, gender distribution, disposable income, and other demographic characteristics of the global LGBTQ community could have a significant impact on demand for our products and services and our attractiveness to advertisers who pay to reach our user base.
Changes in the population size, gender distribution, disposable income, and other demographic characteristics of the global GBTQ community could have a significant impact on demand for our products and services and our attractiveness to advertisers who pay to reach our user base.
Any claims or investigations, even if without merit, may be costly to defend or respond to; involve negative publicity; cause substantial diversion of management’s time and effort; and result in reputational harm, significant judgments, fines and other remedial actions against us, require us to change our business practices, make product or operational changes, or delay or preclude planned transactions; product launches; or improvements.
Any claims or investigations, even if without merit, may be costly to defend or respond to; involve negative publicity; cause substantial diversion of management’s time and effort; and result in reputational harm, significant judgments, fines and 22 Table of Contents other remedial actions against us, require us to change our business practices, make product or operational changes, or delay or preclude planned transactions; product launches; or improvements.
We compete primarily with other global platforms that provide dating and networking products and services that have LGBTQ users, such as Tinder and Hinge; non-dating specific social networking platforms such as Facebook; and LGBTQ-focused providers of casual dating, dating, and networking products and services for LGBTQ users, such as Scruff, Sniffies, Feeld, and PlanetRomeo.
We compete primarily with other global platforms that provide dating and networking products and services that have LGBTQ users, such as Tinder and Hinge; non-dating specific social networking platforms such as Facebook, Instagram and LinkedIn; and LGBTQ-focused providers of casual dating, dating, and networking products and services for LGBTQ users, such as Scruff, Sniffies, Feeld, and PlanetRomeo.
In addition, changes in the demographic characteristics of the LGBTQ community could result in shifts in its members’ demands and preferences. The significant diversity within the adult LGBTQ global population further imposes challenges for us to successfully foresee and respond to the changing preferences and interests of this community.
In addition, changes in the demographic characteristics of the GBTQ community could result in shifts in its members’ demands and preferences. The significant diversity within the adult GBTQ global population further imposes challenges for us to successfully foresee and respond to the changing preferences and interests of this community.
To the extent we switch to reporting MAU data in the future based on this alternative identifier, it may be difficult for investors to evaluate period over period comparisons of these metrics. We may periodically change the metrics we use for internal or external reporting.
To the extent we switch to reporting user data in the future based on this alternative identifier, it may be difficult for investors to evaluate period over period comparisons of these metrics. We may periodically change the metrics we use for internal or external reporting.
Many companies in these industries, including many of our competitors, have substantially larger intellectual property portfolios than we do (and substantially more resources), which could make us a target for litigation as we may not be able to assert counterclaims against parties that sue us for infringement, misappropriation, or other violations of patent, trademark, or 34 Table of Contents other intellectual property rights.
Many companies in these industries, including many of our competitors, have substantially larger intellectual property portfolios than we do (and substantially more resources), which could make us a target for litigation as we may not be able to assert counterclaims against parties that sue us for infringement, misappropriation, or other violations of patent, trademark, or other intellectual property rights.
Economic sanctions and export controls laws and regulations restrict investment in, or otherwise engaging in dealings with or involving, certain individuals, entities, governments or countries, unless such activities are authorized pursuant to regulatory authorizations or general or specific licenses.
Economic sanctions and export control laws and regulations restrict investment in, or otherwise engaging in dealings with or involving, certain individuals, entities, governments or countries, unless such activities are authorized pursuant to regulatory authorizations or general or specific licenses.
The stock repurchase program could affect the price of our common stock, increase volatility, and diminish our cash reserves, and we may fail to realize the anticipated benefits of the program, including the anticipated benefit of enhancing long-term stockholder value. Two of our directors, G.
The stock repurchase program could affect the price of our common stock, increase volatility, and diminish our cash reserves, and we may fail to realize the anticipated benefits of the program, including the anticipated benefit of enhancing long-term stockholder value. One of our directors, G.
We rely on third parties to operate critical business systems to process sensitive data and user data in a variety of contexts, including, without limitation, data center and cloud-based, hosted web service providers, such as Amazon Web Services, as well as software development services, computer systems, internet transit providers, and other systems and service providers, as well as to facilitate and process certain transactions with our users.
We rely on third parties to operate critical business systems to process sensitive data and other user data in a variety of contexts, including, without limitation, data center and cloud-based, hosted web service providers, such as Amazon Web 32 Table of Contents Services, as well as software development services, computer systems, internet transit providers, and other systems and service providers, as well as to facilitate and process certain transactions with our users.
If CFIUS determines that a Covered Transaction presents national security risks to the United States and that other provisions of law do not provide adequate authority to address the risks, then CFIUS may enter into an agreement with, or impose conditions on, parties to mitigate such risks or may refer the case to the President who may suspend, prohibit, or unwind the transaction.
If CFIUS determines that a Covered Transaction presents national security risks to the United States and that other provisions of law do not provide adequate 41 Table of Contents authority to address the risks, then CFIUS may enter into an agreement with, or impose conditions on, parties to mitigate such risks or may refer the case to the President who may suspend, prohibit, or unwind the transaction.
Our ability to retain, expand, monetize, and engage our user base, and to increase our revenue, is correlated to our ability to keep pace with user expectations and technological changes in the industry by, among other things, continuing to evolve our existing products and services.
Our ability to retain, expand, engage, and monetize our user base, and to increase our revenue, is rooted in our ability to keep pace with user expectations and technological changes in the industry by, among other things, continuing to evolve our existing products and services.
We have in the past and may in the future be subject to claims under a variety of U.S. and international laws and regulations that could materially adversely affect our business, financial condition, and results of operation.
We have in the past and may in the future be subject to claims under a variety of U.S. and international laws and regulations that could materially adversely affect our business, financial condition, and results of operations.
Such proceedings have, and could continue to cause us to incur significant expense, become the subject of negative publicity, and negatively impact our efforts to retain existing users or add new users as well as our relationships with advertisers and other third parties. The EU Digital Services Act (“DSA”) requires us to further change our products, policies, and procedures.
Such proceedings have, and could continue to cause us to incur significant expense, become the subject of negative publicity, and negatively impact our efforts to retain existing users or add new users as well as our relationships with advertisers and other third parties. The EU Digital Services Act (“DSA”) may require us to further change our products, policies, and procedures.
New products, services, and features may provide temporary increases in engagement that may ultimately fail to attract and retain users over time such that they may not produce the long-term benefits that we expect.
New or innovative products, services, and features may provide temporary increases in engagement that may ultimately fail to attract and retain users over time such that they may not produce the long-term benefits that we expect.
Use of open-source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our platform. The occurrence of any of these or other factors could negatively affect our business, financial condition, and results of operations.
Use of open-source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our platform. 40 Table of Contents The occurrence of any of these or other factors could negatively affect our business, financial condition, and results of operations.
The CCPA provides for fines of up to $7,500 per intentional violation and allows private litigants affected by certain data breaches to seek to recover potentially significant statutory damages. Moreover, states have been frequently amending existing laws, requiring constant attention to ever-changing legal and regulatory requirements.
The CCPA provides for fines of up to $7,500 per intentional 46 Table of Contents violation and allows private litigants affected by certain data breaches to seek to recover potentially significant statutory damages. Moreover, states have been frequently amending existing laws, requiring constant attention to ever-changing legal and regulatory requirements.
In addition, access to our products and services depends on mobile app stores and other third parties such as data center service providers, as well as third-party payment aggregators, computer systems, internet transit providers and other communications systems and service providers.
In addition, access to our products and services depends on mobile app stores and other third parties such as data center service providers, as well as third-party computer systems, internet transit providers and other communications systems and service providers.
In connection with proposed or implemented acquisitions or similar transactions, we may become subject to scrutiny by various government agencies regarding antitrust and competition laws and regulations in the U.S. and internationally.
In connection with proposed or implemented acquisitions, strategic investments, or similar transactions, we may become subject to scrutiny by various government agencies regarding antitrust and competition laws and regulations in the U.S. and internationally.
In addition, access to our products and services depends on mobile app stores and other third parties such as data center service providers, as well as third-party payment aggregators, computer systems, internet transit providers and other communications systems and service providers.
In addition, access to our products and services depends on mobile app stores and other third parties such as data center service providers, as well as third-party computer systems, internet transit providers and other communications systems and service providers.
In addition, access to our products and services depends on mobile app stores and other third parties such as data center service providers, as well as third-party payment aggregators, computer systems, internet transit providers and other communications systems and service providers.
In addition, access to our products and services depends on mobile app stores and other third parties such as data center service providers, as well as third-party computer systems, internet transit providers and other communications systems and service providers.
Any of the previously identified or similar threats could cause a security incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our sensitive information or our information technology systems, or those of the third parties with whom we 28 Table of Contents work.
Any of the previously identified or similar threats could cause a security incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our sensitive information or our information technology systems, or those of the third parties with whom we work.
The risk of these or similar claims is enhanced in certain jurisdictions outside of the U.S. where our protection from liability for third-party actions may be unclear or nonexistent, where there are limited or no protections for the LGBTQ community, and where we may be less protected under local laws than we are in the U.S.
The risk of claims under the DSA or similar regulations is enhanced in certain jurisdictions outside of the U.S. where our protection from liability for third-party actions may be unclear or nonexistent, where there are limited or no protections for the LGBTQ community, and where we may be less protected under local laws than we are in the U.S.
To the extent such third parties make such changes, our business, financial condition, and results of operations could be materially adversely affected. 20 Table of Contents While our Grindr mobile application is generally free to download from these stores, we offer our users the opportunity to purchase subscriptions and premium add-ons.
To the extent such third parties make such changes, our business, financial condition, and results of operations could be materially adversely affected. While our Grindr mobile application is generally free to download from these stores, we offer our users the opportunity to purchase subscriptions and premium add-ons.
If we fail to ensure the effective transfer of senior management knowledge and to create smooth transitions involving senior management across our various businesses, our ability to execute short and long term strategic, financial, and operating goals, as well as our business, financial condition, and results of operations generally, could be materially adversely affected.
If we fail to ensure the effective transfer of senior management knowledge and to create smooth transitions involving senior management across our various businesses, our ability to execute on short and long term strategic, financial, and operating goals, as well as our business, financial conditions, and results of operations generally, could be materially adversely affected.
If these third parties fail to adopt or adhere to adequate data security practices, or in the event of a breach of their networks, our data or our users’ data may be improperly accessed, used, or disclosed, which could 29 Table of Contents subject us to legal liability and disrupt our ability to provide our products and services.
If these third parties fail to adopt or adhere to adequate data security practices, or in the event of a breach of their networks, our data or our users’ data may be improperly accessed, used, or disclosed, which could subject us to legal liability and disrupt our ability to provide our products and services.
While we generally seek to obtain contractual commitments from the applicable providers that prohibit the use of our and our users' data to train or refine their large language models, we may not be able to implement technical measures to prevent such providers from doing so in contravention to their contractual obligations.
While we generally seek to obtain contractual commitments from the applicable providers that prohibit the use of our and our users’ data to train or refine their large language models, we may not be able to implement technical measures 34 Table of Contents to prevent such providers from doing so in contravention to their contractual obligations.
Adverse social and political environments for the LGBTQ community could limit our geographical reach, business expansion, and user growth, any of which could materially and adversely affect our business, financial condition, and results of operation.
Adverse social and political environments for the LGBTQ community could limit our geographical reach, business expansion, and user growth, any of which could materially and adversely affect our business, financial condition, and results of operations.
Our success depends on the demographics of the community that we serve and our ability to foresee and respond to changing market and user demands. Our success depends heavily upon a variety of factors specific to the adult LGBTQ community that we serve.
Our success depends on the demographics of the community that we serve and our ability to foresee and respond to changing market and user demands. Our success depends heavily upon a variety of factors specific to the adult GBTQ community that we serve.
Further, unauthorized use or misuse of generative AI by our staff or others may result in disclosure of confidential company and customer data, reputational harm, privacy law violations and legal liability.
Further, unauthorized use or misuse of AI/ML by our staff or others may result in disclosure of confidential company and customer data, reputational harm, privacy law violations and legal liability.
Failure to effectively manage these risks associated with Wingman and other AI-driven features could harm our reputation; reduce user engagement; and materially impact our business, financial condition, and results of operations.
Failure to effectively manage these risks associated with our AI-driven features could harm our reputation; reduce user engagement; and materially impact our business, financial condition, and results of operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeEvery quarter, the Privacy and Security Council meets to discuss certain cybersecurity risks and upcoming changes to our legal obligations that may affect our cybersecurity program, and to review our cybersecurity program. Our cybersecurity team is responsible for preparing for any cybersecurity incidents, responding to any cybersecurity incidents, approving cybersecurity policies and procedures, and reviewing cybersecurity-related audit reports.
Biggest changeThe Privacy and Security Council meets regularly to discuss certain cybersecurity risks and upcoming changes to our legal obligations that may affect our cybersecurity program, and to review our cybersecurity program.
The various risk management and reduction measures we implement for certain areas of our environment and systems include: maintaining policies and procedures designed to address cybersecurity threats, including an incident response plan, vulnerability management policy, and disaster recovery/business continuity plans; conducting internal and external audits designed to assess our exposure to certain cybersecurity threats, compliance with internal risk mitigation procedures, and effectiveness of relevant controls; conducting background checks on certain of our and our third parties’ personnel; adopting network security controls in certain environments and systems; segregating certain data; adopting physical and electronic access controls and; asset management procedures monitoring certain systems; implementing a vendor risk management program; training staff on security; conducting red/blue team exercises; maintaining cyber insurance; maintaining a dedicated information security staff; and using a third-party managed security operations center.
The various risk management and reduction measures we implement for certain areas of our environment and systems include: maintaining policies and procedures designed to address cybersecurity threats, including an incident response plan, vulnerability management policy, and disaster recovery/business continuity plans; conducting internal and external audits designed to assess our exposure to certain cybersecurity threats, compliance with internal risk mitigation procedures, and effectiveness of relevant controls; conducting background checks on certain of our and our third parties’ personnel; adopting network security controls in certain environments and systems; segregating certain data; adopting physical and electronic access controls and; asset management procedures monitoring certain systems; implementing a vendor risk management program; training staff on security; conducting red/blue team exercises; 55 Table of Contents maintaining cyber insurance; maintaining a dedicated information security staff; and using a third-party managed security operations center.
We seek to prioritize our efforts based on the threats that are more likely to lead to a material impact to our business, such as exposure of customer data, interruption of services, ransomware, intrusion of networks, and data exfiltration or exposure. 50 Table of Contents Risk from cybersecurity threats are among those that we address in the Company’s general risk management program.
We seek to prioritize our efforts based on the threats that are more likely to lead to a material impact to our business, such as exposure of customer data, interruption of services, ransomware, intrusion of networks, and data exfiltration or exposure. Risk from cybersecurity threats are among those that we address in the Company’s general risk management program.
In addition, our incident response plan includes reporting to the Audit Committee of the Board of Directors for certain cybersecurity incidents. 51 Table of Contents The Board of Directors, through its Audit Committee, holds at least quarterly meetings to discuss the matters within the Audit Committee’s scope, including to review and discuss our cybersecurity threat management.
In addition, our incident response plan includes reporting to the Audit Committee of the Board of Directors for certain cybersecurity incidents. The Board of Directors, through its Audit Committee, holds at least quarterly meetings to discuss the matters within the Audit Committee’s scope, including to review and discuss our cybersecurity threat management.
The Board of Directors’ audit committee is responsible for overseeing the Company’s cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats.
The Audit Committee of the Board of Directors is responsible for overseeing the Company’s cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats.
Our cybersecurity risk management strategy relies on input from certain members of management, including our Senior Vice President of Engineering and Chief Information Security Officer (“CISO”) (reporting to our Chief Executive Officer) in consultation with our General Counsel and Head of Global Affairs (reporting to our Chief Executive Officer), our Chief Privacy Officer (reporting to our General Counsel) and input from various leaders who participate in our Privacy and Security Council.
Our cybersecurity risk management strategy relies on input from certain members of management, including our Senior Vice President of Engineering and Chief Information Security Officer (“CISO”) (reporting to our Chief Product Officer) in consultation with our Chief Legal Officer and Head of Global Affairs (reporting to our Chief Executive Officer), our VP of Legal (reporting to our Chief Legal Officer) and input from various leaders who participate in our Privacy and Security Council.
The Audit Committee oversees matters related to cybersecurity threats and hears reports from our SVP Engineering and Chief Information Security Officer about our guidelines, policies, and practices regarding cybersecurity risks as well as any updates of certain cybersecurity threats faced by us and steps we are taking to address them.
The Audit Committee oversees matters related to cybersecurity threats and hears reports from our SVP Engineering and CISO about our guidelines, policies, and practices regarding cybersecurity risks as well as any updates of certain cybersecurity threats faced by us and steps we are taking to address them.
Our cybersecurity incident response plan is designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including our CISO and SVP Engineering, General Counsel and Head of Global Affairs, and Chief Privacy Officer, as appropriate.
Our cybersecurity incident response plan is designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including our CISO and SVP Engineering, Chief Legal Officer and Head of Global Affairs, and VP of Legal, as appropriate.
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Our cybersecurity 56 Table of Contents team is responsible for preparing for any cybersecurity incidents, responding to any cybersecurity incidents, approving cybersecurity policies and procedures, and reviewing cybersecurity-related audit reports.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties We currently maintain our headquarters at 750 N. San Vicente Blvd., Suite RE 1400, West Hollywood, California 90069, where we lease and occupy approximately 25,000 square feet of office space pursuant to an operating lease that expires in 2026.
Biggest changeItem 2. Properties We currently maintain our headquarters at 750 N. San Vicente Blvd., Suite RE 1400, West Hollywood, California 90069, where we lease and occupy approximately 15,000 square feet of office space pursuant to an operating lease that expires in 2029.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe results of any current or future legal proceedings cannot be predicted with certainty and, regardless of the outcome, can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Item 4. Mine Safety Disclosures Not applicable. 52 Table of Contents PART II
Biggest changeThe results of any current or future legal proceedings cannot be predicted with certainty and, regardless of the outcome, can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Item 4. Mine Safety Disclosures Not applicable. 57 Table of Contents PART II
Information relating to various commitments and contingencies is described in Note 19 to our consolidated financial statements included in Part II, Item 8 in this Annual Report and the information discussed therein is incorporated by reference into this Part I, Item 3.
Information relating to various commitments and contingencies is described in Note 18 to our consolidated financial statements included in Part II, Item 8 in this Annual Report and the information discussed therein is incorporated by reference into this Part I, Item 3.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSecurities Authorized for Issuance Under Equity Compensation Plans Information about our equity compensation plans in Item 12 of Part III of this Annual Report is incorporated herein by reference. Recent Sales of Unregistered Equity Securities None. Issuer Purchases of Equity Securities None.
Biggest changeSecurities Authorized for Issuance Under Equity Compensation Plans Information about our equity compensation plans in Item 12 of Part III of this Annual Report is incorporated herein by reference. Recent Sales of Unregistered Equity Securities None.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on NYSE under symbols “GRND”. On February 24, 2025, we completed the redemption of all outstanding warrants, and such warrants were delisted pursuant to a Form 25 filed on February 24, 2025 by the NYSE.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on NYSE under the symbol “GRND.” On February 24, 2025, we completed the redemption of all outstanding warrants, and such warrants were delisted pursuant to a Form 25 filed on February 24, 2025, by the NYSE.
Holders As of close of business on March 5, 2025, there were 6 holders of record of our common stock. The actual number of holders of our common stock is greater than the number of record holders, and includes holders who are beneficial owners, but whose shares are held in street name by brokers or other nominees.
Holders As of close of business on February 26, 2026, there were 5 holders of record of our common stock. The actual number of holders of our common stock is greater than the number of record holders, and includes holders who are beneficial owners, but whose shares are held in street name by brokers or other nominees.
Removed
Performance Graph As a smaller reporting company as of the year ended December 31, 2024, we are not required to provide the performance graph required by Item 201(e) of Regulation S-K. Item 6. [Reserved.] 53 Table of Contents
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Issuer Purchases of Equity Securities In March 2025, we announced that our Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $500 million of shares of our common stock.
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In February 2026, we announced that our Board of Directors authorized an increase in the share repurchase program by an additional $400 million, increasing the aggregate authorization to $900 million shares of our common stock. No other repurchase plans or programs have been authorized.
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In December 2025, as part of our stock repurchase program we entered into a prepaid written put option transactions with a major financial institution that utilizes structured stock repurchase agreements to buy back shares of the Company’s common stock, all of which were outstanding as of the date of this Annual Report.
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See Note 11 — Stockholders’ Equity (Deficit) and Note 19 — Subsequent Events to our consolidated financial statements included in Part II, Item 8 in this Annual Report for additional information regarding our stock repurchase program. Performance Graph On November 18, 2022, the business combination with Tiga Acquisition Corp.
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(“Tiga”) was consummated and Tiga was renamed to “Grindr Inc.” The graph below represents “TINV” until November 17, 2022, and “GRND” from November 18, 2022, to December 31, 2025 and compares, for the five-year period ended December 31, 2025, the cumulative total stockholder return on our common stock trading symbols with the cumulative return on the NASDAQ Composite Index and the NASDAQ CTA Internet Index.
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The graph assumes an initial investment of $100 on December 31, 2020, in each of our common stock and the two indices presented. Data for the NASDAQ Composite Index and the NASDAQ CTA Internet Index assume reinvestment of dividends. Total return equals stock price appreciation plus reinvestment of dividends.
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The stock price performance included in the below graph is not necessarily indicative of future stock performance. 58 Table of Contents Item 6. [Reserved.] 59 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, ($ in thousands) 2024 2023 Reconciliation of net loss to Adjusted EBITDA Net loss $ (131,001) $ (55,768) Interest expense, net 25,616 46,007 Income tax provision 12,711 4,023 Depreciation and amortization 16,910 27,041 Litigation related costs (1) 1,190 2,339 Stock-based compensation expense 37,272 15,824 Change in fair value of warrant liability (2) 184,557 49,689 Severance expenses (3) 58 9,355 Management fees (4) — (97) Loss on extinguishment of debt — 11,582 Other expense (5) — 163 Adjusted EBITDA $ 147,313 $ 110,158 Revenue $ 344,636 $ 259,691 Net loss margin (38.0) % (21.5) % Adjusted EBITDA Margin 42.7 % 42.4 % Reconciliation of net cash provided by operating activities to free cash flow Net cash provided by operating activities $ 94,957 $ 36,147 Less: Capitalized development software costs and purchases of property and equipment (5,345) (4,230) Free cash flow $ 89,612 $ 31,917 Operating cash flow conversion (6) (72.5) % (64.8) % Free cash flow conversion 60.8 % 29.0 % _________________ (1) Litigation-related costs primarily represent external legal fees associated with outstanding litigation or regulatory matters, including fees incurred in connection with the potential Norwegian Data Protection Authority fine and CWA unionization.
Biggest changeThe following table presents the reconciliation of net income (loss) to Adjusted EBITDA for the years ended December 31, 2025, 2024, and 2023: Year Ended December 31, ($ in thousands) 2025 2024 2023 Reconciliation of net income (loss) to Adjusted EBITDA Net income (loss) $ 94,751 $ (131,001) $ (55,768) Interest expense, net 17,643 25,616 46,007 Income tax provision 23,862 12,711 4,023 Depreciation and amortization 8,860 16,910 27,041 Litigation-related costs (1) 1,464 1,190 2,339 Transaction related costs (2) 1,597 — — Stock-based compensation expense 54,520 37,272 15,824 Employee transition costs (3) 2,856 58 9,355 Management fees (4) — — (97) Change in fair value of warrant liability (5) (9,905) 184,557 49,689 Loss on extinguishment of debt — — 11,582 Other expense (6) — — 163 Adjusted EBITDA $ 195,648 $ 147,313 $ 110,158 Revenue $ 439,898 $ 344,636 $ 259,691 Net income (loss) margin 21.5 % (38.0) % (21.5) % Adjusted EBITDA Margin 44.5 % 42.7 % 42.4 % _________________ (1) Litigation-related costs that are unrelated to our core ongoing business operations primarily represent external legal fees associated with outstanding litigation or regulatory matters outside of the ordinary course, such as fees incurred in connection with the Norwegian Data Protection Authority fine and CWA unionization.
These estimates, judgments, and assumptions impact the reported amount of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities as of the date of the consolidated financial statements.
These estimates, judgments, and assumptions impact the reported amount of assets, liabilities, revenues, and expenses and the related disclosure of contingent liabilities as of the date of the consolidated financial statements.
Borrowings under our the 2023 Credit Agreement (other than swingline loans) bear interest at a rate equal to either, at our option, (i) the highest of the Prime Rate (as defined in the 2023 Credit Agreement), the Federal Funds Rate (as defined in the 2023 Credit Agreement) plus 0.50%, or one-month Term SOFR (as defined in the 2023 Credit Agreement) plus 1.00% (the “Alternate Base Rate”); or (ii) Term SOFR, in each case, plus an applicable margin ranging from 2.75% to 3.25% with respect to Term SOFR borrowings and 1.75% to 2.25% with respect to Alternate Base Rate borrowings.
Borrowings under the Credit Agreement (other than swingline loans) bear interest at a rate equal to either, at our option, (i) the highest of the Prime Rate (as defined in the Credit Agreement), the Federal Funds Rate (as defined in the Credit Agreement) plus 0.50%, or one-month Term SOFR (as defined in the Credit Agreement) plus 1.00% (the “Alternate Base Rate”); or (ii) Term SOFR, in each case, plus an applicable margin ranging from 2.75% to 3.25% with respect to Term SOFR borrowings and 1.75% to 2.25% with respect to Alternate Base Rate borrowings.
International market pricing and changes in foreign exchange rates The Grindr platform has MAUs in over 190 countries and territories. Our international revenues represented 42.2% and 41.7% of total revenue for the years ended December 31, 2024 and 2023, respectively. We vary our pricing to align with relative value to local competitors.
International market pricing and changes in foreign exchange rates The Grindr platform has MAUs in over 190 countries and territories. Our international revenues represented 42.2%, 42.2%, and 41.7% of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively. We vary our pricing to align with relative value to local competitors.
If an event of default has occurred and continues beyond any applicable cure period, all outstanding obligations under the 2023 Credit Agreement may be accelerated or the commitments may be terminated, amongst other remedies. Additionally, the lenders are not obligated to fund any new borrowing under the 2023 Credit Agreement while an event of default is continuing.
If an event of default has occurred and continues beyond any applicable cure period, all outstanding obligations under the Credit Agreement may be accelerated or the commitments may be terminated, amongst other remedies. Additionally, the lenders are not obligated to fund any new borrowing under the Credit Agreement while an event of default is continuing.
Our hybrid work model requires employees to work two days per week in offices where their respective teams are based. The RTO Plan provided employees with a one-time relocation package to support relocation if necessary, or separation packages for employees who chose not to relocate or participate in our RTO Plan.
Our hybrid work model requires employees to work two days per week in offices where their respective teams are based. The RTO Plan provided employees with a one-time relocation package to support relocation if necessary, or separation packages for employees who chose not to participate in our RTO Plan.
Free cash flow is an indicator of liquidity that provides information to our management and investors about the amount of cash generated from operations, after capitalized software development costs and purchases of property and equipment, that can be used to repay debt obligations and/or for strategic initiatives.
Free Cash Flow and Free Cash Flow Conversion Free cash flow is an indicator of liquidity that provides information to our management and investors about the amount of cash generated from operations, after capitalized software development costs and purchases of property and equipment, that can be used to repay debt obligations and/or for strategic initiatives.
We have the option to request that lenders increase the amount available under the revolving credit facility by, or obtain incremental term loans of, up to $100.0 million, subject to the terms of the 2023 Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments.
We have the option to request that lenders increase the amount available under the revolving credit facility by, or obtain incremental term loans of, up to $100.0 million, subject to the terms of the Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments.
By building a performance-driven culture, we want to unleash Grindr’s and each of our employees’ full potential. In 2025, we intend to continue to focus on adding talent at a measured pace, especially in applied science, data engineering, and artificial intelligence and machine learning.
By building a performance-driven culture, we want to unleash Grindr’s and each of our employees’ full potential. We intend to continue to focus on adding talent at a measured pace, especially in applied science, data engineering, and artificial intelligence and machine learning.
We calculate Average Total Revenue Per User (“ARPU”) based on total revenue in any measurement period, divided by our Average MAUs in such a period divided by the number of months in the period. We believe ARPU is a useful metric for assessing the growth of our business and future revenue trends.
We believe ARPPU is a useful metric for assessing the growth of our business and future revenue trends. • ARPU. We calculate Average Total Revenue Per User (“ARPU”) based on total revenue in any measurement period, divided by our Average MAUs in such a period divided by the number of months in the period.
The 2023 Credit Agreement also contains customary restrictive covenants regarding indebtedness, liens, fundamental changes, investments, restricted payments, disposition of assets, transactions with affiliates, hedging transactions, certain prepayments of indebtedness, amendments to organizational documents, and sale and leaseback transactions. The 2023 Credit Agreement contains certain customary events of default.
The Credit Agreement also contains customary restrictive covenants regarding indebtedness, liens, fundamental changes, investments, restricted payments, disposition of assets, transactions with affiliates, hedging transactions, certain prepayments of indebtedness, amendments to organizational documents, and sale and leaseback transactions. The Credit Agreement contains certain customary events of default.
Our wholly owned subsidiary, Grindr Capital LLC, is the borrower under the 2023 Credit Agreement and all obligations of Grindr Capital LLC under the 2023 Credit Agreement are guaranteed by Grindr Inc. and, subject to certain limited exceptions, our wholly owned domestic subsidiaries and are secured by substantially all of the assets of Grindr Inc., Grindr Capital LLC, and the guarantor subsidiaries.
Our wholly owned subsidiary, Grindr Capital LLC, is the borrower under the Credit Agreement and all obligations of Grindr Capital LLC under the Credit Agreement are guaranteed by Grindr Inc. and, subject to certain limited exceptions, our wholly owned domestic subsidiaries and are secured by substantially all of the assets of Grindr Inc., Grindr Capital LLC, and the guarantor subsidiaries.
The applicable margin will be based upon our total net consolidated leverage ratio. Swingline loans under the 2023 Credit Agreement bear interest at the Alternate Base Rate plus the applicable margin.
The applicable margin will be based upon our total net consolidated leverage ratio. Swingline loans under the Credit Agreement bear interest at the Alternate Base Rate plus the applicable margin.
Key Factors Affecting our Performance Our results of operations and financial condition have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in Item 1A. “ Risk Factors ” in this Annual Report.
Key Factors Affecting Our Performance Our results of operations and financial condition have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in Part 1, Item 1A. “ Risk Factors ” in this Annual Report.
For the years ended December 31, 2024 and 2023, we were not required to make any mandatory repayments. The 2023 Credit Agreement requires compliance with certain financial covenants including a maximum total net leverage ratio and minimum fixed charge coverage ratio.
For the years ended December 31, 2025, and 2024, we were not required to make any mandatory repayments. The Credit Agreement requires compliance with certain financial covenants including a maximum total net leverage ratio and minimum fixed charge coverage ratio.
The $8.7 million increase, or 217.5%, was primarily due to changes in year over year income, and changes in the computed annual effective tax rate, including nondeductible fair value adjustments on the change in the warrant 61 Table of Contents liability, release of the valuation allowance, limitations on the deduction of officer compensation, foreign derived intangible income deduction, and research and development credits.
The $8.7 million increase, or 217.5%, was primarily due to changes in year over year income, and changes in the computed annual effective tax rate, including changes in nondeductible fair value adjustments on the change in the warrant liability, release of the valuation allowance, limitations on the deduction of officer compensation, foreign derived intangible income deduction, and research and development credits.
Cash flows used in financing activities Net cash used in financing activities for the year ended December 31, 2024 was $58.9 million, resulting primarily from principal payments on debt of $50.8 million, payment to tax authorities for employee equity awards of $12.1 million, partially offset by proceeds from the exercise of employee stock options of $4.0 million.
Net cash used in financing activities for the year ended December 31, 2024 was $58.9 million, resulting primarily from principal payments on debt of $50.8 million, and payments to tax authorities for employee equity awards of $12.1 million, partially offset by proceeds from the exercise of employee stock options of $4.0 million.
Direct revenue is recorded net of taxes, credits, and chargebacks. 58 Table of Contents Indirect Revenue . Indirect revenue primarily consists of revenue generated by third parties who pay us to advertise to our users. We provide advertisers with the opportunity to target and directly reach the GBTQ community, a group with significant global purchasing power and economic potential.
Direct revenue is recorded net of taxes, credits, and chargebacks. Indirect Revenue . Indirect revenue primarily consists of revenue generated by third parties who pay us to advertise to our users. We provide advertisers with the opportunity to target and directly reach the GBTQ community, a group with significant global purchasing power and economic potential.
We also offer a variety of additional controls and features for users who enroll in our paid subscriptions and add-on products. A substantial portion of our revenue is from direct revenue, representing 84.4% and 86.8% of total revenue for the years ended December 31, 2024 and 2023, respectively.
We also offer a variety of additional controls and features for users who enroll in our paid subscriptions and add-on products. A substantial portion of our revenue is from direct revenue, representing 83.3%, 84.4%, and 86.8% of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively.
There was a $5.3 million decrease due to technology intangibles that had a three-year useful life, which were fully amortized in the second quarter of 2023, and a $4.4 million decrease due to customer relationship intangibles that were amortized under an accelerated amortization schedule, with higher amounts expensed in 2023.
There was a $5.3 million decrease due to technology intangibles that had a three-year useful life, 67 Table of Contents which were fully amortized in the second quarter of 2023, and a $4.4 million decrease due to customer relationship intangibles that were amortized under an accelerated amortization schedule, with higher amounts expensed in 2023.
In addition to our revenue generated from subscription fees and premium add-ons, we also generate indirect revenue, representing 15.6% and 13.2% of total revenue for the years ended December 31, 2024 and 2023, respectively. Indirect revenue includes both first-party and third-party advertising.
In addition to our revenue generated from subscription fees and premium add-ons, we also generate indirect revenue, representing 16.7%, 15.6%, and 13.2% of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively. Indirect revenue includes both first-party and third-party advertising.
The OECD, representing a 66 Table of Contents coalition of member countries, has recommended changes to long-standing tax principles related to transfer pricing and has developed model rules, including establishing a global minimum corporate income tax tested on a jurisdictional basis (referred to as “Pillar Two”).
The OECD, representing a coalition of member countries, has recommended changes to long-standing tax principles related to transfer pricing and has developed model rules, including establishing a global minimum corporate income tax tested on a jurisdictional basis (referred to as “Pillar Two”).
In January 2024, we repaid $22.0 million under our revolving credit facility. 64 Table of Contents Sources of Liquidity Since our inception, we have financed our operations and capital expenditures primarily through cash flows generated by operations, borrowings under our credit facilities, and the sale of equity.
In January 2024, we repaid $22.0 million under our revolving credit facility. Sources of Liquidity Since our inception, we have financed our operations and capital expenditures primarily through cash flows generated by operations, borrowings under our credit facilities, and the sale of equity.
We believe that many people want to work at a company committed to creating a world that is fair, equal, and just for the global LGBTQ community and that aligns with their personal values, and therefore our ability to recruit and retain talent is aided by our mission and brand reputation. We compete for talent within the technology industry.
We believe that many people want to work at a company committed to creating a world that is fair, equal, and just for the global LGBTQ community and that aligns with their personal values, and therefore our ability to recruit and retain talent is aided by our mission and brand reputation.
While we believe that Adjusted EBITDA and Adjusted EBITDA Margin are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for the related financial information prepared and presented in accordance with U.S. GAAP.
While we believe that Adjusted EBITDA and Adjusted EBITDA Margin are useful in evaluating our business, this information should be 69 Table of Contents considered as supplemental in nature and is not meant as a substitute for the related financial information prepared and presented in accordance with U.S. GAAP.
Recently Issued and Adopted Accounting Pronouncements For a discussion of recent accounting pronouncements, see Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report for additional information.
Recently Issued and Adopted Accounting Pronouncements For a discussion of recent accounting pronouncements, see Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report for additional information. 74 Table of Contents
See “ Management’s Discussion and Analysis of 55 Table of Contents Financial Condition and Result of Operations—Non-GAAP Financial Measures—Adjusted EBITDA” for more details on the calculations and reconciliations.
See “ Management’s Discussion and Analysis of Financial Condition and Result of Operations—Non-GAAP Financial Measures—Adjusted EBITDA” for more details on the calculations and reconciliations.
See Note 19 to our audited consolidated financial statements included elsewhere in this Annual Report for additional information. Cash flows used in investing activities Net cash used in investing activities in the year ended December 31, 2024, consisted of additions to capitalized software development costs of $4.4 million, as well as purchases of property and equipment of $0.9 million.
See Note 18 to our audited consolidated financial statements included elsewhere in this Annual Report for additional information. Cash flows used in investing activities Net cash used in investing activities in the year ended December 31, 2025, consisted of additions to capitalized software development costs of $7.9 million, as well as purchases of property and equipment of $0.7 million.
For the year ended December 31, 2024, Average Paying Users increased by 139 thousand, from 937 thousand for the year ended December 31, 2023, to 1,076 thousand for the year ended December 31, 2024. For the years ended December 31, 2024 and 2023, indirect revenue was $53.7 million and $34.4 million, respectively.
For the year ended December 31, 2024, Average Paying Users increased by 139 thousand, from 0.9 million for the year ended December 31, 2023, to 1.1 million for the year ended December 31, 2024. For the years ended December 31, 2024, and 2023, indirect revenue was $53.7 million and $34.4 million, respectively.
During the year ended December 31, 2023, our operations provided $36.1 million of cash, which was primarily attributable to our net loss, adjusted for non-cash items, including loss in fair value of warrant liability of $49.7 million, depreciation and amortization of $27.0 million, stock-based compensation of $15.8 million, and the recognition of a loss on extinguishment of debt of $11.6 million, partially offset by the cash flow impact from a change in net working capital of $7.3 million, primarily from $11.9 million increase in account receivables due to increase in direct revenue and indirect revenue during the year, which was offset by $4.7 million increase in accrued expenses and other current liabilities due to the timing of payments and certain litigation-related funds received from escrow.
During the year ended December 31, 2024, our operations provided $95.0 million of cash, which was primarily attributable to our net loss, adjusted for non-cash items, including loss in fair value of warrant liability of $184.6 million, stock-based compensation of $37.3 million, and depreciation and amortization of $16.9 million, partially offset by the cash flow impact from a change in net working capital of $8.8 million, primarily from a $15.0 million increase in accounts receivable due to increases in direct revenue and indirect revenue during the year, which was offset by an $6.8 million increase in accrued expenses and other current liabilities due to timing of payments. 71 Table of Contents During the year ended December 31, 2023, our operations provided $36.1 million of cash, which was primarily attributable to our net loss, adjusted for non-cash items, including loss in fair value of warrant liability of $49.7 million, depreciation and amortization of $27.0 million, stock-based compensation of $15.8 million, and the recognition of a loss on extinguishment of debt of $11.6 million, partially offset by the cash flow impact from a change in net working capital of $7.3 million, primarily from $11.9 million increase in account receivables due to increase in direct revenue and indirect revenue during the year, which was offset by $4.7 million increase in accrued expenses and other current liabilities due to the timing of payments and certain litigation-related funds received from escrow.
Other (expense) income, net Other (expense) income, net for the years ended December 31, 2024 and 2023, was net other expense of $0.7 million and net other income $0.1 million, respectively.
For the year ended December 31, 2024 compared to the year ended December 31, 2023 Other (expense) income, net for the years ended December 31, 2024, and 2023, was net other expense of $0.7 million and net other income $0.1 million, respectively.
Product development expense Product development expense for the years ended December 31, 2024 and 2023, was $32.8 million and $29.3 million, respectively.
For the year ended December 31, 2024 compared to the year ended December 31, 2023 Product development expense for the years ended December 31, 2024, and 2023, was $32.8 million and $29.3 million, respectively.
Net loss Net loss for the years ended December 31, 2024 and 2023, was $131.0 million and $55.8 million, respectively.
For the year ended December 31, 2024 compared to the year ended December 31, 2023 Net loss for the years ended December 31, 2024, and 2023, was $131.0 million and $55.8 million, respectively.
We define Adjusted EBITDA as net loss excluding income tax provision; interest expense, net; depreciation and amortization; stock-based compensation expense; loss in fair value of warrant liability; and severance expense, litigation-related costs, and other items, in each case, that are unrelated to our core ongoing business operations.
We define Adjusted EBITDA as net income (loss) excluding income tax provision; interest expense, net; depreciation and amortization; stock-based compensation expense; change in fair value of warrant liability; and employee transition costs, litigation-related costs, transaction-related costs, management fees and other items, in each case, that are unrelated to our core ongoing business operations.
As of the date of filing of this Annual Report, the NLRB has not completed tallying all the votes from the election as there are numerous outstanding challenged ballots. In addition, on November 1, 2024, the local regional office of NLRB issued a complaint on the unfair labor practice charges, which is scheduled for a hearing in May 2025.
As of the date of filing of this Annual Report, the NLRB has not completed tallying all the votes from the election as there are numerous outstanding challenged ballots. In addition, on November 1, 2024, the local regional office of NLRB issued a complaint on the unfair labor practice charges.
Any borrowings under the revolving credit facility may be repaid, in whole or in part, at any time and from time to time without any other premium or penalty, and any amounts repaid under the revolving credit facility may be reborrowed, in each case, until the maturity date on November 28, 2028.
Any borrowings under the revolving credit facility may be repaid, in whole or in part, at any time and from time to time without any other premium or penalty, and any amounts repaid under the revolving credit facility may be reborrowed, in each case, until the maturity date on January 1, 2031.
We calculate Average Direct Revenue Per Paid User (“ARPPU”) based on Direct Revenue in any measurement period, divided by Average Paying Users in such a period and then divided by the number of months in the period. We believe ARPPU is a useful metric for assessing the growth of our business and future revenue trends. • ARPU.
We believe Average Paying User Penetration is a useful metric for assessing the overall health of our business. • ARPPU. We calculate Average Direct Revenue Per Paid User (“ARPPU”) based on Direct Revenue in any measurement period, divided by Average Paying Users in such a period and then divided by the number of months in the period.
We calculate Average Paying User Penetration by dividing Average Paying Users by our Average MAUs for any measurement period. We believe Average Paying User Penetration is a useful metric for assessing the overall health of our business. • ARPPU.
We believe Average MAUs is a useful metric for assessing the health of our business and our growth in users. • Average Paying User Penetration. We calculate Average Paying User Penetration by dividing Average Paying Users by our Average MAUs for any measurement period.
Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period. Management uses this measure internally to evaluate the performance of our business and this measure is one of the primary metrics by which management and other employees are compensated.
Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period. Our management uses these measures internally to evaluate the performance of our business and these measures are among the primary metrics by which management and other employees are compensated.
In doing so, we significantly grew the size of our engineering team, including with the addition of a dedicated contractor team in Colombia consisting of 20 full-time engineers as of December 31, 2024. We will continue to selectively supplement immediate 57 Table of Contents capacity and product development needs with contractors, particularly in supporting our engineering function.
In doing so, we significantly grew the size of our engineering team, including the expansion of a dedicated contractor team in Colombia to 29 full-time engineers as of December 31, 2025. We will continue to selectively supplement immediate capacity and product development needs with contractors, particularly in supporting our engineering function.
Attracting and Retaining Talent Our business relies on our ability to attract and retain talent, including, but not limited to, engineers, data scientists, product designers and product managers. As of December 31, 2024, we had 147 employees globally, 142 of which were full-time employees. In 2024 we expanded and enhanced our team with new employees and contractors.
Attracting and Retaining Talent Our business relies on our ability to attract and retain talent, including, but not limited to, engineers, data scientists, product designers, and product managers. As of December 31, 2025, we had 165 employees globally, 160 of which were full-time employees. In 2025, we continued to expand and enhance our team with new employees and contractors.
(6) Operating cash flow conversion represents net cash provided by operating activities as a percentage of net loss. 63 Table of Contents Liquidity and Capital Resources Cash Flows for the Years Ended December 31, 2024 and 2023 The following table summarizes our total cash and cash equivalents: Year Ended December 31, ($ in thousands) 2024 2023 Cash and cash equivalents, including restricted cash (as of the end of period) $ 59,757 $ 28,998 Net cash provided by (used in): Operating activities $ 94,957 $ 36,147 Investing activities (5,345) (4,230) Financing activities (58,853) (13,036) Net change in cash and cash equivalents $ 30,759 $ 18,881 Cash flows provided by operating activities Net cash provided by operating activities are primarily dependent on our revenues affected by timing of receipts from subscription and advertising sales.
Liquidity and Capital Resources Cash Flows for the Years Ended December 31, 2025, 2024, and 2023 The following table summarizes our total cash and cash equivalents: Year Ended December 31, ($ in thousands) 2025 2024 2023 Cash and cash equivalents, including restricted cash (as of the end of period) $ 87,650 $ 59,757 $ 28,998 Net cash provided by (used in): Operating activities $ 141,518 $ 94,957 $ 36,147 Investing activities (8,616) (5,345) (4,230) Financing activities (105,009) (58,853) (13,036) Net change in cash and cash equivalents $ 27,893 $ 30,759 $ 18,881 Cash flows provided by operating activities Net cash provided by operating activities are primarily dependent on our revenues affected by timing of receipts from subscription and advertising sales.
We exclude devices with linked profiles banned for spam. We calculate Average MAUs as a monthly average, by counting the total number of MAUs in each calendar month and then dividing by the number of months in the relevant period.
We exclude devices with linked profiles banned for spam. We calculate Average MAUs as a monthly average, by counting the total number of MAUs in each calendar month and then dividing by the number of months in the relevant period. We use Average MAUs to measure the number of active users on our platform on a monthly basis.
Return-to-Office In 2023, our leadership team announced a transition to a hybrid work model involving a multi-phase return-to-office plan (“RTO Plan”) beginning in the fall of 2023, which was largely completed by January 2024 and we expect to fully conclude by spring 2025.
Return-to-Office In 2023, our leadership team announced a transition to a hybrid work model involving a multi-phase return-to-office plan (“RTO Plan”) beginning in the fall of 2023, which was largely completed by January 2024, and was fully concluded 63 Table of Contents by April 30, 2025.
We had 1.1 million and 0.9 million Average Paying Users, for the years ended December 31, 2024 and 2023, respectively, representing year-over-year growth of 14.8% as compared to 2023.
We had 1.3 million, 1.1 million, and 0.9 million Average Paying Users, for the years ended December 31, 2025, 2024, and 2023, respectively, representing a year-over-year increase of 16.9% in 2025 compared to 2024, and year-over-year increase of 14.8% in 2024 compared to 2023.
Our international businesses typically earn revenues in local currencies. In addition, some of the platforms we work with utilize internally generated foreign exchange rates that may differ from other foreign exchange rates, which could impact our results of operations.
Our international businesses typically earn revenues in local currencies. In addition, some of the platforms we work with utilize internally generated foreign exchange rates that may differ from other foreign exchange rates, which could impact our results of operations. Key Components of Our Results of Operations Revenue We currently generate revenue from two revenue streams—direct revenue and indirect revenue.
Operating and Financial Metrics Year Ended December 31, (in thousands, except ARPPU and ARPU) 2024 2023 Key Operating Metrics Average Paying Users 1,076 937 Average Monthly Active Users ("Average MAUs") 14,248 13,268 Average Paying User Penetration 7.6 % 7.1 % Average Direct Revenue per Average Paying User ("ARPPU") $ 22.53 $ 20.05 Average Total Revenue per User ("ARPU") $ 2.02 $ 1.63 Year Ended December 31, ($ in thousands) 2024 2023 Key Financial and Non-GAAP Metrics (1) Revenue $ 344,636 $ 259,691 Direct revenue $ 290,890 $ 225,285 Indirect revenue $ 53,746 $ 34,406 Net loss $ (131,001) $ (55,768) Net loss margin (38.0) % (21.5) % Adjusted EBITDA $ 147,313 $ 110,158 Adjusted EBITDA Margin 42.7 % 42.4 % Net cash provided by operating activities $ 94,957 $ 36,147 Operating cash flow conversion (72.5) % (64.8) % Free cash flow $ 89,612 $ 31,917 Free cash flow conversion 60.8 % 29.0 % (1) See “—Non-GAAP Financial Measures” below for additional information and reconciliations of non-GAAP financial measures to the most comparable GAAP financial measures. • Average Paying Users.
Operating and Financial Metrics Year Ended December 31, (in thousands, except ARPPU and ARPU) 2025 2024 2023 Key Operating Metrics Average Paying Users 1,258 1,076 937 Average Monthly Active Users (“Average MAUs”) 14,985 14,248 13,268 Average Paying User Penetration 8.4 % 7.6 % 7.1 % Average Direct Revenue per Average Paying User (“ARPPU”) $ 24.25 $ 22.53 $ 20.05 Average Total Revenue per User (“ARPU”) $ 2.45 $ 2.02 $ 1.63 61 Table of Contents Year Ended December 31, ($ in thousands) 2025 2024 2023 Key Financial and Non-GAAP Metrics (1) Revenue $ 439,898 $ 344,636 $ 259,691 Direct revenue $ 366,297 $ 290,890 $ 225,285 Indirect revenue $ 73,601 $ 53,746 $ 34,406 Net income (loss) $ 94,751 $ (131,001) $ (55,768) Net income (loss) margin 21.5 % (38.0) % (21.5) % Adjusted EBITDA $ 195,648 $ 147,313 $ 110,158 Adjusted EBITDA Margin 44.5 % 42.7 % 42.4 % Net cash provided by operating activities $ 141,518 $ 94,957 $ 36,147 Operating cash flow conversion 149.4 % (72.5) % (64.8) % Free cash flow $ 132,902 $ 89,612 $ 31,917 Free cash flow conversion 67.9 % 60.8 % 29.0 % (1) See “Non-GAAP Financial Measures” below for additional information and reconciliations of non-GAAP financial measures to the most comparable GAAP financial measures. • Average Paying Users.
During the year ended December 31, 2024, our operations provided $95.0 million of cash, which was primarily attributable to our net loss, adjusted for non-cash items, including loss in fair value of warrant liability of $184.6 million, stock-based compensation of $37.3 million, and depreciation and amortization of $16.9 million, partially offset by the cash flow impact from a change in net working capital of $8.8 million, primarily from a $15.0 million increase in accounts receivable due to increase in direct revenue and indirect revenue during the year, which was offset by $6.8 million increase in accrued expenses and other current liabilities due to timing of payments.
During the year ended December 31, 2025, our operations provided $141.5 million of cash, which was primarily attributable to our net income, adjusted for non-cash items, including gain in fair value of warrant liability of $9.9 million, stock-based compensation of $54.5 million, and depreciation and amortization of $8.9 million, partially offset by the cash flow impact from a change in net working capital of $13.2 million, primarily from a $18.3 million increase in accounts receivable due to increases in direct revenue and indirect revenue during the year, which was offset by an $9.2 million increase in accrued expenses and other current liabilities due to timing of payments.
Our effective tax rates will vary depending on changes in the valuation of our deferred tax assets and liabilities, fluctuations in permanent differences, and changes in tax laws. 59 Table of Contents Results of Operations Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Year Ended December 31, ($ in thousands) 2024 % of Total Revenue 2023 % of Total Revenue Consolidated Statements of Operations and Comprehensive Loss Revenue $ 344,636 100.0 % $ 259,691 100.0 % Operating costs and expenses Cost of revenue (exclusive of depreciation and amortization shown separately below) 87,579 25.4 % 67,458 26.0 % Selling, general and administrative expense 114,742 33.3 % 80,417 31.0 % Product development expense 32,807 9.5 % 29,327 11.3 % Depreciation and amortization 16,910 4.9 % 27,041 10.4 % Total operating expenses 252,038 73.1 % 204,243 78.6 % Income from operations 92,598 26.9 % 55,448 21.4 % Other income (expense) Interest expense, net (25,616) (7.4) % (46,007) (17.7) % Other (expense) income, net (715) (0.2) % 85 — % Loss on extinguishment of debt — — % (11,582) (4.5) % Loss in fair value of warrant liability (184,557) (53.6) % (49,689) (19.1) % Total other expense, net (210,888) (61.2) % (107,193) (41.3) % Net loss before income tax (118,290) (34.3) % (51,745) (19.9) % Income tax provision 12,711 3.7 % 4,023 1.5 % Net loss and comprehensive loss $ (131,001) (38.0) % $ (55,768) (21.5) % Revenue Revenue for the years ended December 31, 2024 and 2023, was $344.6 million and $259.7 million, respectively.
Results of Operations for the years ended December 31, 2025, 2024, and 2023 Year Ended December 31, ($ in thousands) 2025 % of Total Revenue 2024 % of Total Revenue 2023 % of Total Revenue Revenue $ 439,898 100.0 % $ 344,636 100.0 % $ 259,691 100.0 % Operating costs and expenses Cost of revenue (exclusive of depreciation and amortization shown separately below) 112,559 25.6 % 87,579 25.4 % 67,458 26.0 % Selling, general and administrative expense 143,263 32.6 % 114,742 33.3 % 80,417 31.0 % Product development expense 48,928 11.1 % 32,807 9.5 % 29,327 11.3 % Depreciation and amortization 8,860 2.0 % 16,910 4.9 % 27,041 10.4 % Total operating expenses 313,610 71.3 % 252,038 73.1 % 204,243 78.6 % Income from operations 126,288 28.7 % 92,598 26.9 % 55,448 21.4 % Other income (expense) Interest expense, net (17,643) (4.0) % (25,616) (7.4) % (46,007) (17.7) % Other income (expense), net 63 — % (715) (0.2) % 85 — % Loss on extinguishment of debt — — % — — % (11,582) (4.5) % Gain (loss) in fair value of warrant liability 9,905 2.3 % (184,557) (53.6) % (49,689) (19.1) % Total other expense, net (7,675) (1.7) % (210,888) (61.2) % (107,193) (41.3) % Net income (loss) before income tax 118,613 27.0 % (118,290) (34.3) % (51,745) (19.9) % Income tax provision 23,862 5.4 % 12,711 3.7 % 4,023 1.5 % Net income (loss) $ 94,751 21.5 % $ (131,001) (38.0) % $ (55,768) (21.5) % Net income (loss) per share Basic $ 0.45 $ (0.74) $ (0.32) Diluted $ 0.43 $ (0.74) $ (0.32) Revenue For the year ended December 31, 2025 compared to the year ended December 31, 2024 Revenue for the years ended December 31, 2025, and 2024, was $439.9 million and $344.6 million, respectively.
(4) Management fees represent administrative costs associated with San Vicente Holdings LLC's administrative role in managing financial relationships and providing directive on strategic and operational decisions, which ceased to continue after the Business Combination. In September 2023, certain management fees previously accrued were forgiven. (5) Other represents other costs that are unrelated to our core ongoing business operations.
(4) Management fees represent administrative costs associated with San Vicente Holdings LLC ’ s administrative role in managing financial relationships and providing direction on strategic and operational decisions, which ceased to continue after the Business Combination. In September 2023, certain management fees previously accrued were forgiven.
Product development expense consists primarily of employee-related and contractor costs for personnel engaged in the design, development, testing, and enhancement of product offerings, related technology, and related software costs. Depreciation and Amortization. Depreciation is primarily related to computers, equipment, and leasehold improvements. Amortization is primarily related to capitalized software development costs and acquired definite-lived intangible assets (customer relationships, technology, etc.).
Product development expense consists primarily of employee-related and contractor costs for personnel engaged in the design, development, testing, maintenance, and enhancement of product offerings, related technology, and related software costs. 64 Table of Contents Depreciation and Amortization. Depreciation is primarily related to computers, equipment, and leasehold improvements.
Free Cash Flow and Free Cash Flow Conversion We define free cash flow as net cash provided by operating activities less capitalized software development costs and purchases of property and equipment.
We define free cash flow as net cash provided by operating activities less capitalized software development costs and purchases of property and equipment. Free cash flow conversion is calculated by dividing free cash flow for a period by Adjusted EBITDA for the same period.
This increase was partially offset by a decrease in personnel related expenses primarily driven by $7.8 million of severance expenses incurred in 2023 related to our RTO Plan with no comparable costs in 2024. Depreciation and amortization Depreciation and amortization for the years ended December 31, 2024 and 2023, was $16.9 million and $27.0 million, respectively.
This increase was partially offset by a decrease in personnel related expenses primarily driven by $7.8 million of severance expenses incurred in 2023 related to our RTO Plan with no comparable costs in 2024.
In addition, 9,469,634 Warrants were exercised on a cashless basis in exchange for the issuance of 3,418,518 shares of our common stock. As a result of the $314.1 million cash proceeds received from the exercise of the warrants, we had cash and cash equivalents of $394.7 million as of March 5, 2025.
In addition, 9,469,634 warrants were exercised on a cashless basis in exchange for the issuance of 3,418,518 shares of our common stock. As of December 31, 2025, we had cash and cash equivalents of $87.0 million.
For the years ended December 31, 2024 and 2023, we recognized a loss of $184.6 million and $49.7 million, respectively, related to the increase in our public warrant price between reporting periods. In February 2025, we completed the redemption of all outstanding public and private warrants.
The Warrants were remeasured to a fair value of $252.2 million as of December 31, 2024, because of the change in our public warrant price. For the years ended December 31, 2024, and 2023, we recognized a loss of $184.6 million and $49.7 million, respectively, related to the increase in our public warrant price between reporting periods.
Under the program, shares of our common stock may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
Under the program, shares of our common stock may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. During the year ended December 31, 2025, we repurchased approximately 25.1 million shares for $450.5 million under the share repurchase program, including commissions.
The $20.1 million increase, or 29.8%, was primarily due to a $14.9 million increase in app store distribution fees (consistent with direct revenue growth), and increased infrastructure costs of $5.1 million. Selling, general and administrative expense Selling, general and administrative expense for the years ended December 31, 2024 and 2023, was $114.7 million and $80.4 million, respectively.
The $20.1 million increase, or 29.8%, was primarily due to a $14.9 million increase in app store distribution fees (consistent with direct revenue growth), and increased infrastructure costs of $5.1 million.
Key Components of Our Results of Operations Revenue We currently generate revenue from two revenue streams — direct revenue and indirect revenue. Direct revenue is revenue generated by our users who pay for subscriptions or premium add-ons to access premium features. Indirect revenue is generated by third parties who pay us to advertise to our users.
Direct revenue is revenue generated by our users who pay for subscriptions or premium add-ons to access premium features. Indirect revenue is generated by third parties who pay us to advertise to our users.
Free cash flow and free cash flow conversion do not represent our residual cash flow available for discretionary purposes and does not reflect our future contractual commitments. 62 Table of Contents The following table reconciles our non-GAAP financial measures to the most comparable GAAP financial measures for the years ended December 31, 2024 and 2023.
Free cash flow and free cash flow conversion do not represent our residual cash flow available for discretionary purposes and does not reflect our future contractual commitments. 70 Table of Contents The following table presents the reconciliation of net cash provided by operating activities to free cash flow for the years ended December 31, 2025, 2024, and 2023.
The increase in revenue year-over-year was $84.9 million, or 32.71%. For the years ended December 31, 2024 and 2023, direct revenue was $290.9 million and $225.3 million, respectively. The increase in direct revenue of $65.6 million, or 29.1%, was driven by year-over-year increases in ARPPU of $2.48 and in Average Paying Users of 139 thousand.
The increase in direct revenue of $65.6 million, or 29.1%, was driven by year-over-year increases in ARPPU of $2.48 and in Average Paying Users of 139 thousand.
This resulted in a net loss margin of 38.0% and 21.5%, respectively. • Adjusted EBITDA of $147.3 million and $110.2 million, respectively. The increase for the year ended December 31, 2024 compared to the year ended December 31, 2023 was $37.1 million, or 33.7%. This resulted in an Adjusted EBITDA margin of 42.7% and 42.4%, respectively.
This resulted in a net income (loss) margin of 21.5%, (38.0)%, and (21.5)%, respectively. • Adjusted EBITDA of $195.6 million, $147.3 million, and $110.2 million, respectively, representing a year-over-year increase of $48.3 million, or 32.8%, in 2025 compared to 2024, and year-over-year increase of $37.1 million, or 33.7%, in 2024 compared to 2023.
Income tax provision Income tax provision for the years ended December 31, 2024 and 2023, was $12.7 million and $4.0 million, respectively.
Income tax provision For the year ended December 31, 2025 compared to the year ended December 31, 2024 Income tax provision for the years ended December 31, 2025, and 2024, was $23.9 million and $12.7 million, respectively.
We believe that our cash and cash equivalents, cash flows generated by operations, and borrowings under our revolving credit facility will be sufficient to meet our working capital and capital expenditure needs for the next twelve months. As noted above, in January 2025, we provided notice that we would redeem all of our outstanding Warrants on February 24, 2025.
We believe that our cash and cash equivalents, cash flows generated by operations, and borrowings under our revolving credit facility will be sufficient to meet our working capital and capital expenditure needs for the next twelve months.
Uses of Cash Our principal commitments consist of obligations under our credit agreement, operating leases for office space, and our payments for the use of cloud services. In addition, we are subject to pending legal proceedings from time to time, including a potential NDPA fine.
See Note 8 to our audited consolidated financial statements included elsewhere in this Annual Report for additional information. Uses of Cash Our principal commitments consist of obligations under the Credit Agreement, operating leases for office space, and our payments for the use of cloud services. In addition, we are subject to pending legal proceedings from time to time.
Through gayborhood expansion initiatives, we are developing new products for users to engage with the Grindr platform, which include new partnership-based digital versions of services typically found in physical gayborhoods.
Additionally, we had 1.3 million, 1.1 million, and 0.9 million Average Paying Users for the years ended December 31, 2025, 2024, and 2023, respectively. Through gayborhood expansion initiatives, we are developing new products and services for users to engage with through the Grindr platform, which include new partnership-based digital versions of services typically found in physical gayborhoods.
We may also enter into investment or acquisition transactions in the future, which could require us to seek additional equity financing, incur indebtedness, or use cash resources. As of December 31, 2024, we had cash and cash equivalents of $59.2 million.
We may also make strategic investments or enter into or acquisition transactions in the future, which could require us to seek additional equity financing, incur indebtedness, or use cash resources.
Loss on extinguishment of debt Loss on extinguishment of debt for the year ended December 31, 2023, was $11.6 million due to the loss recognized on the early termination of our prior credit facility with Fortress Credit Corp. Refer to Note 9 to our audited consolidated financial statements included elsewhere in this Annual Report for additional information.
Loss on extinguishment of debt For the year ended December 31, 2024 compared to the year ended December 31, 2023 Loss on extinguishment of debt for the year ended December 31, 2023, was $11.6 million due to the loss recognized on the early termination of our prior credit facility with Fortress Credit Corp.
In November 2023, we refinanced our existing credit facility with a new $300.0 million term loan and $50.0 million revolving credit facility. We entered into a credit agreement with JPMorgan Chase Bank, N.A., as the administrative agent, and other lenders party thereto (the “2023 Credit Agreement”) that governs the term loan and revolving credit facility.
Senior Secured Credit Facility We have a credit agreement with JPMorgan Chase Bank, N.A., as the administrative agent, and other lenders party thereto (the “Credit Agreement”) that governs a $400.0 million term loan facility and $200.0 million revolving loan facility.
Loss in fair value of warrant liability. Loss in fair value of warrant liability represents the change in fair value of our public and private warrants. As the private warrants are substantially similar to the public warrants, all of the warrants are remeasured from the publicly traded quotes from the active market.
As the private warrants are substantially similar to the public warrants, all of the warrants are remeasured from the publicly traded quotes from the active market. In February 2025, we completed the redemption of all outstanding public and private warrants.
The Monte-Carlo model is updated to measure the fair value of the liability classified awards at each reporting period. Our use of the Monte Carlo simulation model requires estimates, including the expected volatility. The expected volatility assumption is developed using a blend of historical volatility observed for the peer group companies and the Company's specific volatility.
For PSUs that are subject to market conditions, we use a Monte Carlo simulation model to determine the fair value of the PSUs. The Monte-Carlo model is updated to measure the fair value of the liability classified awards at each reporting period. Our use of the Monte Carlo simulation model requires estimates, including the expected volatility.
Warrant Redemption In January 2025, we provided notice to the registered holders of our outstanding warrants, which consisted of (i) 18,560,000 private placement warrants, (ii) 13,799,825 public warrants; (iii) 2,500,000 forward purchase warrants; and (iv) and 2,500,000 backstop warrants (collectively, the “Warrants”), that we would redeem the Warrants at a redemption price of $0.10 per Warrant at 5:00 p.m.
As noted above, in January 2025, we provided notice that we would redeem all of our outstanding warrants, which consisted of (i) 18,560,000 private placement warrants; (ii) 13,799,825 public warrants; (iii) 2,500,000 forward purchase warrants; and (iv) and 2,500,000 backstop warrants, on February 24, 2025.
Loss in fair value of warrant liability Loss in fair value of warrant liability represents the change in the fair value of our Warrants between each reporting period. The Warrants were remeasured to a fair value of $252.2 million as of December 31, 2024, because of the change in our public warrant price.
For the year ended December 31, 2024 compared to the year ended December 31, 2023 Loss in fair value of warrant liability represents the change in the fair value of our Warrants between each reporting period.
The $10.1 million decrease, or 37.4%, was primarily due to acquired intangibles amortization from an acquisition in June 2020.
For the year ended December 31, 2024 compared to the year ended December 31, 2023 Depreciation and amortization for the years ended December 31, 2024, and 2023, was $16.9 million and $27.0 million, respectively. The $10.1 million decrease, or 37.4%, was primarily due to acquired intangibles amortization from an acquisition in June 2020.
Growth in User Base and Paying Users We acquire new users through investments in generating brand awareness, as well as through word of mouth from existing users and others. We convert these users to Paying Users by offering premium features that maximize the probability of developing meaningful connections, improve the user experience, and provide more control over the experience.
We convert these users to Paying Users by offering premium features that maximize the probability of developing meaningful connections, improve the user experience, and provide more control over the 62 Table of Contents experience.
Consolidated Results for the Years Ended December 31, 2024 and 2023 For the years ended December 31, 2024 and 2023, we generated: • Revenue of $344.6 million and $259.7 million, respectively.
We generated $439.9 million, $344.6 million, and $259.7 million of revenue, for the years ended December 31, 2025, 2024, and 2023, respectively, representing a year-over-year increase of 27.6% in 2025 compared to 2024, and year-over-year increase of 32.7% in 2024 compared to 2023.
We are also required to pay a commitment fee for the unused portion of the revolving credit facility, which will range from 0.375% to 0.50% per annum, depending on our total consolidated net leverage ratio. 65 Table of Contents The term loan will amortize on a quarterly basis at 1.25% of the aggregate principal amount outstanding as of the initial closing date of the 2023 Credit Agreement, until the final maturity date on November 28, 2028.
We are also required to pay a commitment fee for the unused portion of the revolving credit facility, which will range from 0.375% to 0.50% per annum, depending on our total consolidated net leverage ratio.
Non-GAAP Financial Measures To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use Adjusted EBITDA, Adjusted EBITDA margin, free cash flow, and free cash flow conversion as described below, to understand and evaluate our core operating performance.
GAAP ” or “ GAAP ” ), we use Adjusted EBITDA, Adjusted EBITDA margin, free cash flow, and free cash flow conversion as described below, to understand and evaluate our core operating performance.
For the years ended December 31, 2024 and 2023, our Average Paying Users were 1.1 million and 0.9 million, respectively, representing an increase of 14.8% year-over-year. We grow Paying Users by acquiring new users and converting new and existing users to purchasers of one of our subscription plans or our add-on offerings.
For the years ended December 31, 2025, 2024, and 2023, our Average Paying Users were 1.3 million, 1.1 million, and 0.9 million, respectively, representing a year-over-year increase of 16.9% in 2025 compared to 2024, and a year-over-year increase of 14.8% in 2024 compared to 2023.
As we scale and our community grows larger, we seek to facilitate more meaningful interactions as a result of the wider selection of potential connections. This in turn increases our product value and can increase conversion to one of our paid products. Our revenue growth depends on growth in Paying Users.
This in turn increases our product value and can increase conversion to one of our paid products. Our revenue growth depends on growth in Paying Users.
We manage and operate the Grindr platform, a global social networking platform primarily serving and addressing the needs of gay, bisexual, and sexually explorative adults around the world.
We manage and operate the Grindr platform, a global social networking platform primarily serving and addressing the needs of gay, bisexual, and sexually explorative adults around the world. We had 15.0 million, 14.2 million, and 13.3 million Average MAUs for the years ended December 31, 2025, 2024, and 2023, respectively.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk For the year ended December 31, 2024, we were a smaller reporting company as defined by Item 10 of Regulation S-K and are not required to provide the information otherwise required under this item. 67 Table of Contents
Added
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk Interest rate risk is the risk of financial loss due to adverse changes in the value of assets and liabilities due to movements in interest rates.
Added
Our exposure to market risk for changes in interest rates relates primarily to our Credit Agreement and to a lesser extent our cash, cash equivalents, and restricted cash. As of December 31, 2025, we had debt outstanding under our Credit Agreement of $375.9 million.
Added
A hypothetical 100 basis point change in interest rates would result in approximately $2.7 million additional or lower pre-tax interest expense for the year ended December 31, 2025. Foreign Currency Exchange Risk We conduct business in certain foreign markets. As a result, we are exposed to foreign exchange risk related to certain currencies, primary the Euro and British Pound.
Added
For the years ended December 31, 2025, 2024, and 2023, international revenue accounted for 42.2%, 42.2%, and 41.7% of our consolidated revenue, respectively. We have exposure to foreign currency exchange risk related to transactions carried out in a currency other than our functional currency, the U.S. dollar.
Added
As foreign currency exchange rates fluctuate, transactions carried out in foreign currencies other than the U.S. dollar could impact revenue and distort year-over-year comparability of operating results. Historically, we have not hedged any foreign currency exposures. We have performed a sensitivity analysis as of December 31, 2025, 2024, and 2023.
Added
A hypothetical 10% change in Euro and British Pound, relative to the U.S. dollar, would have changed revenue by $10.4 million, $8.3 million and $6.2 million for the years ended December 31, 2025, 2024, and 2023, respectively, with all other variables held constant.
Added
This accounts for 2.4%, 2.4%, and 2.4% of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively. Our continued international expansion increases our exposure to exchange rate fluctuations and as a result, such fluctuations could have a significant impact on our future results of operations. 75 Table of Contents

Other GRND 10-K year-over-year comparisons