10q10k10q10k.net

What changed in Match Group's 10-K2024 vs 2025

vs

Paragraph-level year-over-year comparison of Match Group'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.

+462 added454 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in Match Group's 2025 10-K

462 paragraphs added · 454 removed · 300 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

59 edited+26 added19 removed46 unchanged
Biggest changeWe believe that our ability to attract new users to our brands as well as retain existing users will depend primarily upon the following factors: our ability to increase consumer acceptance and adoption of technologies to meet other people, particularly among younger generations being first introduced to our services and in emerging markets and parts of the world where the associated stigma has not yet fully eroded; 6 Table of Contents continued growth in internet access and smart phone adoption in certain regions of the world, particularly emerging markets; the continued strength of our well-known brands and the growth of our emerging brands; the authenticity, breadth, and depth of our active communities of users; our brands’ reputations for trust and safety; our ability to evolve our services and introduce new services to keep up with user requirements, social trends, and the ever-evolving technological landscape; our brands’ ability to keep up with the constantly changing regulatory landscape, in particular, as it relates to the regulation of consumer digital media platforms; our ability to efficiently acquire new users for our services; our ability to continue to optimize our monetization strategies; the design and functionality of our services; and macroeconomic and geopolitical conditions.
Biggest changeWe believe that our ability to attract new users to our brands as well as retain existing users will depend primarily upon the following factors: our ability to adapt to how consumers discover, evaluate, and engage with each other and with social connection apps, particularly among younger generations and in emerging markets and parts of the world where the associated stigma has not yet fully eroded; 8 Table of Contents continued growth in internet access and smart phone adoption in certain regions of the world, particularly emerging markets; the continued strength, differentiation, and evolution of our well-known brands and the growth of our E merging brands; the authenticity, breadth, and depth of our active communities of users; our brands’ reputations for trust and safety, including investments in technologies that enhance user authenticity across our apps, such as Face Check, a facial verification feature that helps confirm users are real and match their profile photos and was launched in 2025 at Tinder in several markets; our ability to evolve existing services and introduce new features that respond to evolving user preferences, social trends, and advances in technology, including the use of artificial intelligence (“AI”); our brands’ ability to keep up with the constantly changing regulatory landscape, in particular, as it relates to the regulation of consumer digital media platforms; our ability to efficiently acquire new users for our services; our ability to continue to optimize our monetization strategies while maintaining positive user experiences; the design, functionality, and reliability of our services; and macroeconomic and geopolitical conditions.
Problems experienced by third-party data centers and cloud-based, hosted web service providers upon which our brands including Tinder, Hinge, and Pairs rely, the telecommunications network providers with which we or they contract, or with the systems through which telecommunications providers allocate capacity among their customers could also adversely affect us.
Problems experienced by third-party data centers and cloud-based, hosted web service providers upon which our brands, including Tinder, Hinge, and Pairs, rely, the telecommunications network providers with which we or they contract, or the systems through which telecommunications providers allocate capacity among their customers could also adversely affect us.
Our enforcement of this policy affords us valuable protection under current laws, rules, and regulations. We also reserve and register (to the extent available) and renew existing registrations for domain names that we believe are material to our business.
Our enforcement of this policy affords us valuable protection under current laws, rules, and regulations. We also reserve, register (to the extent available), and renew existing registrations for domain names that we believe are material to our business.
Government regulation We are subject to a variety of laws and regulations in the United States and abroad that involve matters that are related to our business, many of which are still evolving and being tested in courts, and could be interpreted in ways that could harm our business.
Government regulation We are subject to a variety of laws and regulations in the United States and abroad that involve matters related to our business, many of which are still evolving and being tested in courts, and could be interpreted in ways that could harm our business.
Meetic ® , a leading European online dating brand based in France, was launched in 2001. Meetic is the most recognized dating app for singles over age 35 in Europe.
Meetic , a leading European online dating brand based in France, was launched in 2001. Meetic is the most recognized dating app for singles over age 35 in France.
For additional information, see “Item 1A Risk factors—Risks relating to our business—Our success depends, in part, on the integrity of third-party systems and infrastructure.” Sales and marketing All of our brands rely on word-of-mouth, or free, user acquisition and also paid user acquisition, both to varying degrees.
For additional information, see “Item 1A Risk factors—Risks relating to our business—Our success depends, in part, on the integrity of third-party systems and infrastructure.” Sales and marketing All of our brands rely on word-of-mouth recommendations for free user acquisition and also paid user acquisition, both to varying degrees.
Investors and others should note that we announce material financial and operational information to our investors using our investor relations website at https://ir.mtch.com , our newsroom website at https://mtch.com/news , Tinder’s newsroom website at www.tinderpressroom.com , Hinge’s newsroom website at https://hinge.co/press , Securities and Exchange Commission (“SEC”) filings, press releases, and public conference calls.
Investors and others should note that we announce material financial and operational information to our investors using our investor relations website at https://ir.mtch.com , our newsroom website at https://mtch.com/news , Tinder’s newsroom website at www.tinderpressroom.com , Hinge’s newsroom website at https://hinge.co/press , U.S. Securities and Exchange Commission (“SEC”) filings, press releases, and public conference calls.
Any changes to the code of ethics that affect the provisions required by Item 406 of Regulation S-K, and any waivers of such provisions of the code of ethics for Match Group’s executive officers, senior financial officers, or directors, will also be disclosed on Match Group’s website. 12 Table of Contents
Any changes to the code of ethics that affect the provisions required by Item 406 of Regulation S-K, and any waivers of such provisions of the code of ethics for Match Group’s executive officers, senior financial officers, or directors, will also be disclosed on Match Group’s website. 14 Table of Contents
We compete with a number of other companies that provide similar technologies for people to meet each other, including other online dating platforms; other social media platforms and social-discovery apps, such as Facebook, Instagram (owned by Meta), Snap, TikTok, Twitter/X, LinkedIn (owned by Microsoft), Twitch (owned by Amazon), and YouTube (owned by Alphabet); offline dating services, such as in-person matchmakers; and other traditional means of meeting people.
We compete with a number of other companies that provide technologies for people to meet each other, including other online dating platforms; social media platforms and social-discovery apps, such as Facebook and Instagram (both owned by Meta), Snap, TikTok, X, LinkedIn (owned by Microsoft), Twitch (owned by Amazon), and YouTube (owned by Alphabet); offline dating services, such as in-person matchmakers; and other traditional means of meeting people.
Our offline marketing activities generally consist of television advertising, out-of-home advertising, and public relations efforts. 8 Table of Contents Intellectual property We regard our intellectual property rights, including trademarks, domain names, and other intellectual property, as critical to our success.
Our offline marketing activities generally consist of television advertising, out-of-home advertising, and public relations efforts. 10 Table of Contents Intellectual property We regard our intellectual property rights, including trademarks, domain names, and other intellectual property, as critical to our success.
Multiple other jurisdictions, including the United Kingdom, Japan, Mexico, Brazil, Indonesia, Chile, and Australia, are investigating, considering regulatory action or considering legislation to restrict or prohibit these practices.
Multiple jurisdictions, including the United Kingdom, Japan, Mexico, Brazil, Indonesia, Chile, India, and Australia, are investigating, considering regulatory action or considering legislation to restrict or prohibit these practices.
Further, courts and regulators in several jurisdictions, including the U.S., France, India, and the Netherlands have found that certain app store commissions and policies, such as the requirement that application developers exclusively use their payment systems, violate laws in those jurisdictions.
Further, courts and regulators in several jurisdictions, including the U.S., France, India, the Netherlands, and Australia have found that certain app store practices and policies, such as the requirement that application developers exclusively use their payment systems, violate laws in those jurisdictions.
Concerns about harms and the use of dating services and social networking platforms for illegal conduct, such as romance scams, promotion of false or inaccurate information, financial fraud, and sex-trafficking, have produced and could continue to produce future legislation or other governmental action.
Concerns about harms, protection of minors, and the use of dating services and other platforms for illegal conduct, such as romance scams, promotion of false or inaccurate information, financial fraud, and sex- trafficking, have produced and could continue to produce future legislation or other governmental action.
We also rely upon a combination of in-licensed third-party and proprietary trade secrets, including proprietary algorithms, and upon patented and patent-pending technologies, processes, and features relating to our recommendation process systems or features and services with expiration dates from 2025 to 2041.
We also rely upon a combination of in-licensed third-party and proprietary trade secrets, including proprietary algorithms, and upon patented and patent-pending technologies, processes, and features relating to our recommendation process systems or features and services with expiration dates from 2027 to 2043.
Depending on a person’s circumstances at any given time, social connection apps can act as a supplement to, or substitute for, traditional means of meeting people. When selecting a social connection app, we believe that users consider the following attributes: Brand recognition and scale : Brand is very important.
Depending on a person’s circumstances, social connection apps can act as a supplement to, or substitute for, traditional means of meeting people. When selecting a social connection app, we believe that users consider the following attributes: Brand recognition, trust, and scale : Brand is very important.
Generally, successful brands depend on large, active communities of users, strong algorithmic filtering technology, and awareness of successful usage among similar users. 4 Table of Contents Successful experiences : Demonstrated success of other users attracts new users through word-of-mouth recommendations.
Generally, successful brands depend on large, active communities of users, strong algorithmic filtering technology, and awareness of successful usage among similar users. 5 Table of Contents Success and outcomes : Demonstrated success of other users attracts new users through word-of- mouth recommendations.
Of note, this law places new requirements on social media companies, including online dating companies, to protect children from being exposed to inappropriate material. Most of the provisions of this law are scheduled to go into effect in 2025.
Of note, this law places new requirements on social media companies, including online dating companies, to protect children from being exposed to inappropriate material. Most of the provisions of this law went into effect in 2025.
See “Item 1A Risk factors—Risks relating to our business—Inappropriate actions by certain of our users could be attributed to us and damage our brands’ reputations, which in turn could adversely affect our business.” Our global businesses are subject to a variety of complex and continuously evolving income and other tax frameworks.
See “Item 1A Risk factors—Risks relating to our business— Inappropriate actions by certain of our users could be attributed to us or may not be adequately prevented by us and consequently damage our brands’ reputations, which in turn could adversely affect our business.” Our global businesses are subject to a variety of complex and continuously evolving income and other tax frameworks.
The Match ® platform was launched in 1995 and helped create the online dating category with the ability to search profiles and receive algorithmic recommendations. Match is a brand that focuses on users with a higher level of intent to enter into a serious relationship and its services and marketing are designed to reinforce that purpose. Meetic.
The following brands are included in E&E: Match was launched in 1995 and helped create the online dating category with the ability to search profiles and receive algorithmic recommendations. Match is a brand that focuses on users with a higher level of intent to enter into a serious relationship and its services and marketing are designed to reinforce that purpose.
These laws and regulations involve matters including antitrust and competition, broadband internet access, online commerce, advertising, user privacy, data protection, intermediary liability, protection of minors, biometrics, consumer protection, general safety, sex-trafficking, taxation, money laundering, accessibility, artificial intelligence, and securities law compliance.
These laws and regulations involve matters including, among others, antitrust and competition, broadband internet access, online commerce, advertising, user privacy, data protection, intermediary liability, protection of minors, biometrics, consumer protection, general safety, sex- trafficking, taxation, money laundering, accessibility, intellectual property, AI, and securities law compliance.
A large portion of customers use multiple services over a given period of time, either concurrently or sequentially, making our broad portfolio of brands a competitive advantage. How we earn our revenue Many of our brands enable users to establish a profile and review other users’ profiles without charge.
A large portion of customers use multiple services over a given period of time, either concurrently or sequentially, reflecting the various ways in which users seek connection, making our broad portfolio of brands a competitive advantage. How we earn our revenue Many of our brands enable users to establish a profile and review other users’ profiles without charge.
We believe that technologies that bring people together serve as a natural extension of the traditional means of meeting people and provide a number of benefits for users, including: Expanded options : Social connection apps provide users access to a large pool of people they otherwise would not have a chance to meet. Efficiency : The search and recommending features, as well as the profile information available on social connection apps, allow users to filter a large number of individuals in a short period of time, increasing the likelihood that users will make a connection with someone. More comfort and control : Compared to the traditional ways that people meet, social connection apps provide an environment that reduces the awkwardness around identifying and reaching out to new people who are interested in connecting.
We believe that technologies that bring people together serve as a natural extension of the traditional means of meeting people and provide a number of benefits for users, including: Expanded options : Social connection apps provide users access to a large pool of people they otherwise would not have a chance to meet. Efficiency : The search and recommending features, as well as the profile information available on social connection apps, allow users to better navigate potential connections more effectively. More comfort and control : Compared to the traditional ways that people meet, social connection apps provide an environment that reduces the awkwardness around identifying and reaching out to new people who are interested in connecting.
The employee distributions in each business unit are 25%, 13%, 25%, and 17%, respectively, leaving 20% to support in a centralized capacity. These distributions generally align with the size and complexity of each business unit.
The employee distributions in each business unit are 21%, 15%, 22%, and 20%, respectively, leaving 22% to support in a centralized capacity. These distributions generally align with the size and complexity of each business unit.
As of December 31, 2024, approximately 67%, 1%, 13%, and 19% of our employees reside in the North America, Latin America, EMEA, and Asia-Pacific regions, respectively, spanning 21 countries and reflecting various cultures, backgrounds, ages, sexes, gender identities, sexual orientations, and ethnicities.
As of December 31, 2025 , approximately 64%, 21%, 13%, and 2% of our employees reside in the North America, Asia-Pacific, EMEA, and Latin America regions, respectively, spanning 17 countries and reflecting various cultures, backgrounds, ages, sexes, sexual orientations, and ethnicities.
User experience is also driven by the type of user interface (for example, using our patented Swipe ® technology versus scrolling), a particular mix of free and paid features, ease of use, privacy, and security. Users expect every interaction with a social connection app to be seamless and intuitive.
User experience is also driven by the type of user interface (for example, Swipe® based discovery or scroll-based profile exploration), a particular mix of free and paid features, ease of use, privacy, and security. Users expect every interaction with a social connection app to be seamless and intuitive.
See “Item 3 Legal Proceedings—Irish Data Protection Commission Inquiry Regarding Tinder’s Practices.” The EU is also considering an update to its Privacy and Electronic Communications (so-called “e-Privacy”) Directive, notably to amend rules on the use of cookies, direct marketing and processing of private communications and related metadata, which may also require that we make changes to our business practices and could generate additional costs, risks and liabilities.
See “Item 3 Legal Proceedings—Irish Data Protection Commission Inquiry Regarding Tinder’s Practices.” The EU is also considering an update to the GDPR, the Privacy and Electronic Communications (so-called “e-Privacy”) Directive, and its AI Act, which may also require that we make changes to our business practices and could generate additional costs, risks and liabilities.
For additional information, see “Item 1A Risk factors—Risks relating to our business—Distribution and marketing of, and access to, our services rely, in significant part, on a variety of third-party platforms, in particular, mobile app stores.
For additional information, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Management Overview—Trends affecting our business—In-App Purchase Fees” and “Item 1A–Risk Factors–Risks relating to our business–Distribution and marketing of, and access to, our services rely, in significant part, on a variety of third-party platforms, in particular, mobile app stores.
The EU, the U.S. Congress, and many U.S. states are considering, or have already enacted, legislation or regulations that would impact the use of generative artificial intelligence (“AI”) by companies.
Federal government, and many U.S. states are considering, or have already enacted, orders, legislation or regulations that would impact the use of AI by companies.
As of December 31, 2024, we had approximately 2,500 full-time and approximately 10 part-time employees, which represents a 2% year-over-year decrease in employee headcount.
As of December 31, 2025 , we had approximately 2,200 full-time employees and 9 part- time employees, which represents an approximate 12% year-over-year decrease in employee headcount.
This leads to many people who would otherwise be passive participants taking a more active role. Safely meet new people: Social connection apps can offer a safer way to contact new people for the first-time by allowing people to limit the amount of personal information exchanged and providing an opportunity to vet a new connection before meeting in person, including via video communication. Convenience : The nature of the internet and the proliferation of mobile devices allow users to connect with new people at any time, regardless of where they are.
This reduces friction and increases the likelihood that more people will engage. Trust and Safety : Social connection apps can offer a safer way to contact new people for the first-time by allowing people to limit the amount of personal information exchanged and providing an opportunity to vet a new connection before meeting in person, including via video communication. Convenience : The internet and mobile access allow users to connect with new people at any time, regardless of where they are.
Our brands compete with each other and with third-party businesses on brand characteristics, service features, and business model, however we also work to apply a centralized discipline and share best practices across our brands in order to quickly introduce new services and features, optimize marketing, increase growth, reduce costs, improve user safety, and maximize profitability.
However, we also work to apply a centralized discipline and share best practices across our brands in order to quickly introduce new services and features, optimize marketing, increase growth, reduce costs, improve user safety, and maximize profitability an approach we call “One MG”.
Through our trusted brands, we provide tailored services to meet the varying preferences of our users. Our services are available in over 40 languages to our users all over the world. As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match Group, Inc. and its subsidiaries, unless the context indicates otherwise.
Through our trusted brands, we provide tailored services to meet the varying preferences of our users. As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match Group, Inc. and its subsidiaries, unless the context indicates otherwise. The business of creating meaningful connections Our goal is to spark meaningful connections for every single person worldwide.
For example, the EU’s Digital Services Act (the “DSA”), which went into effect in 2024, imposes additional requirements on technology companies around moderation, transparency, and the overall safety of their platforms. In addition, the UK’s Online Safety Bill imposes similar requirements to those provided in the DSA.
For example, the EU’s Digital Services Act (the “DSA”), which went into effect in 2024, imposes additional requirements on technology companies around moderation, transparency, and the overall safety of their platforms. A number of jurisdictions, including India and the U.S.
If these third parties limit, prohibit, or otherwise interfere with features or services or change their policies in any material way, it could adversely affect our business, financial condition, and results of operations.” The manner in which Apple and Google operate these services is being reviewed by legislative and regulatory bodies globally and challenged in courts in multiple jurisdictions.
In the past, some of these third parties have limited, prohibited, or otherwise interfered with features or services or changed their policies in material ways that have adversely affected our business, financial condition, and results of operations, and these third parties could do so again in the future.” The manner in which Apple and Google operate these services is being reviewed by legislative and regulatory bodies globally and challenged in courts in multiple jurisdictions.
However, to enjoy premium features, such as unlimited use of the Swipe Right feature, a Tinder user must subscribe to one of several subscription offerings: Tinder Plus ® , Tinder Gold ® , or Tinder Platinum ® . Tinder users and subscribers may also pay for certain premium features, such as Super Likes™ and Boosts, on a pay-per-use basis.
However, to enjoy premium features, such as unlimited use of the Swipe Right® feature or the ability to “See Who Likes You”, a Tinder user must subscribe to one of several subscription offerings: Tinder Plus®, Tinder Gold®, or Tinder Platinum®.
For instance, multiple legislative proposals concerning privacy and the protection of user information have been introduced in the U.S. Congress. Various U.S. state legislatures are also considering privacy legislation in 2025 and beyond. Some U.S. state legislatures have already passed and enacted privacy legislation, most prominently the California Consumer Privacy Act of 2018, which came into effect in 2020.
For instance, multiple legislative proposals concerning privacy and the protection of user information have been introduced in the U.S. Congress. Various U.S. state legislatures are also considering privacy legislation in 2026 and beyond.
For example, the EU’s Payment Services Directive (PSD2), which became effective in 2018, has impacted our ability to process auto-renewal payments and offer promotional or differentiated pricing for users in the EU.
For example, the EU’s Payment Services Directive (PSD2), which became effective in 2018, has impacted our ability to process auto- renewal payments and offer promotional or differentiated pricing for users in the EU. Also, Germany and France 12 Table of Contents have imposed additional obligations on providers of subscription services regarding the automatic renewal and cancellation of online subscriptions.
In addition, the Federal Trade Commission has a compulsory process in nonpublic investigations involving products and services that use or claim to be produced using generative AI or claim to detect its use.
In addition, the Federal Trade Commission has a compulsory process in nonpublic investigations involving products and services that use or claim to be produced using generative AI or claim to detect its use. Further, the EU is enacting legislation aimed at updating liability rules, providing for specific liability related to AI or extending product liability to software and digital services.
Evergreen & Emerging (“E&E”) Our collections of brands within E&E include well-known pioneers in online relationships (which we refer to as Evergreen brands) and newer brands which target specific demographics (which we refer to as Emerging brands). The following brands are included in E&E: Match.
Hinge offers two premium subscription offerings: Hinge+ and HingeX. Evergreen & Emerging (“E&E”) Our collections of brands within E&E include well-known pioneers in online relationships (which we refer to as Evergreen brands) and newer brands designed to serve specific communities, demographics, and identities (which we refer to as Emerging brands).
Tinder employs a freemium model, through which users are allowed to enjoy many of the core features of Tinder for free, including limited use of the Swipe Right ® feature with unlimited communication with other users.
Tinder achieved significant and rapid adoption, particularly among 18 to 30 year-old users, who were historically underserved by the online dating category. Tinder employs a freemium model, through which users are allowed to enjoy many of the core features of Tinder for free, including limited use of the Swipe Right® feature with unlimited communication with other users.
Azar ® was launched in 2014 and acquired in 2021 through our acquisition of Hyperconnect. Azar is a one-to-one video chat service that allow users to meet and interact with a variety of people across the globe in their native language.
Pairs is a dating platform that was specifically designed to address social barriers generally associated with the use of dating services in Japan. Azar launched in 2014 and was acquired in 2021. Azar is a one-to-one video chat service that allows users to meet and interact with a variety of people across the globe in their native language.
Meetic is a brand that focuses on users with a higher level of intent to enter into a serious relationship and its service and marketing are designed to reinforce that purpose. Meetic also has online audio and video chat rooms available for users. 5 Table of Contents OkCupid.
Meetic is a brand that focuses on users with a higher level of intent to enter into a serious relationship and its service and marketing are designed to reinforce that purpose. 6 Table of Contents OkCupid launched in 2004 and has attracted users through a Q&A approach to the dating category.
The Company analyzed the impact of enacted legislation and determined it does not have a material impact to the income tax provision. The Company is continuing to monitor future developments. As a provider of subscription services, we are also subject to laws and regulations in certain U.S. states and other countries that apply to our automatically-renewing subscription payment models.
As a provider of subscription services, we are also subject to laws and regulations in certain U.S. states and other countries that apply to our automatically-renewing subscription payment models.
The OkCupid ® service was launched in 2004 and has attracted users through a Q&A approach to the dating category. OkCupid relies on a freemium model and has a loyal, culturally progressive user base predominately located in larger metropolitan areas in English-speaking markets. Plenty Of Fish. The Plenty Of Fish ® dating service launched in 2003.
OkCupid relies on a freemium model and has a loyal, culturally progressive user base predominately located in larger metropolitan areas in English-speaking markets. Plenty Of Fish launched in 2003. Among its distinguishing features is the ability to both search profiles and receive algorithmic recommendations. Plenty Of Fish relies on a freemium model.
In addition, the Republic of Korea has adopted legislation that prohibits Apple and Google from requiring that developers exclusively use Apple and Google to process payments.
In addition, the Republic of Korea has adopted legislation that prohibits Apple and Google from requiring that developers exclusively use Apple’s and Google’s respective payment systems to process payments. Korean lawmakers have also clarified that charging excess fees for using alternative payment systems constitutes unfair payment practice.
The business of creating meaningful connections Our goal is to spark meaningful connections for users around the world. Consumers’ preferences vary significantly, influenced in part by demographics, geography, cultural norms, religion, and intent (for example, seeking friendship, casual dating, or more serious relationships).
Consumers’ preferences vary significantly, influenced in part by demographics, geography, cultural norms, religion, and intent (for example, casual dating or more serious relationships). As a result, the market for social connection apps is fragmented, and no single service has been able to effectively serve all of those seeking social connections.
By selecting a social connection app that is focused on a particular demographic, religion, geography, or intent, users can increase the likelihood that they will make a connection with someone with whom they identify. Service features and user experience : Users tend to gravitate towards social connection apps that offer features and user experiences that resonate with them, such as question-based matching algorithms, location-based features, or search capabilities.
Through offering a sense of community, the perceived relevance of potential connections increases. Service features and user experience : Users tend to gravitate towards social connection apps that offer features and user experiences that resonate with them, such as question-based matching algorithms, location-based features, or search capabilities.
These laws and regulations are subject to change and uncertain interpretation, and could result in changes to our business practices, increased cost of operations, declines in user growth or engagement, claims, monetary penalties, or other harm to our business” and “—Risks relating to our business—We may fail to adequately protect our intellectual property rights or may be accused of infringing the intellectual property rights of third parties.” Because we receive, store, and use a substantial amount of information received from or generated by our users, we are particularly impacted by laws and regulations governing privacy; the storage, sharing, use, processing, disclosure, transfer, and protection of personal data; and data breaches, in many of the countries in which we operate.
Because we receive, store, and use a substantial amount of information received from or generated by our users, we are particularly impacted by laws and regulations governing privacy; the storage, sharing, use, processing, disclosure, transfer, and protection of personal data; and data breaches, in many of the countries in which we operate.
We determine the prices at which these subscriptions and features are sold; however, purchases of these subscriptions and features are required in most cases to be processed through the in-app payment systems provided by Apple and Google, although some of our applications are currently able to use their own payment systems for in-app purchases made on Android devices.
We determine the prices at which these subscriptions and features are sold, however purchases of these subscriptions and features are generally processed through the in-app payment systems provided by Apple and Google, notwithstanding the availability of alternative payment options in certain circumstances.
We have and could again in the future be subject to actions based on negligence, regulatory compliance, various torts, and trademark and copyright infringement, among other actions. See “Item 1A Risk factors—Risks relating to our business—Our business is subject to complex and evolving U.S. and international laws and regulations, including with respect to data privacy and platform liability.
We have and could again in the future be subject to actions based on negligence, regulatory compliance, various torts, and trademark, patent and copyright infringement, among other actions.
We pay Apple and Google a meaningful share of the revenue we receive from in-app transactions.
We pay Apple and Google a meaningful share of the revenue we receive from in-app transactions as well as where payments on 9 Table of Contents Android and iOS devices are processed through alternative payment systems.
We regularly conduct anonymous surveys to seek feedback from our employees on a variety of topics, including but not limited to, confidence in company leadership, competitiveness of our compensation and benefits, career growth opportunities, and ways to improve our company’s position as an employer of choice. 11 Table of Contents The results are shared with our employees and reviewed by senior leadership, who analyze areas of progress or opportunity and prioritize actions and activities in response to this feedback to drive meaningful improvements in employee engagement.
The results are shared with our employees and reviewed by senior leadership, who analyze areas of progress or opportunity and prioritize actions and activities in response to this feedback to drive meaningful improvements in employee engagement.
Hinge is a mobile-only experience and employs a freemium model. Hinge is Designed to be Deleted® and focuses on users with a higher level of intent to enter into a relationship and its services are designed to reinforce that purpose.
Hinge is Designed to be Deleted® and focuses on users with a higher level of intent to enter into a relationship and its services are designed to reinforce that purpose. Hinge has Video and Voice Prompts, and Voice Notes, in addition to AI-enabled features, which allow users to better showcase who they are at different points in their dating journey.
Additionally, we centralize certain other administrative functions, such as legal, accounting, finance, treasury, real estate and facilities, and tax.
Additionally, we centralize certain administrative and operational functions to promote efficiency, consistency, and effective oversight across the portfolio. Our centralized functions include legal, finance, accounting, treasury, tax, human resources, and real estate and facilities.
BLK ® brings the Swipe ® feature made popular by Tinder to the Black community. Match Group Asia (“MG Asia”) The focus of the MG Asia brands has primarily been to serve various Asian and Middle Eastern markets. Recently, Azar has expanded into European and U.S. markets. The following brands are included in MG Asia: Pairs.
Match Group Asia (“MG Asia”) The focus of the MG Asia brands has primarily been to serve various Asian and Middle Eastern markets. The following brands are included in MG Asia: Pairs launched in 2012 and is a leading provider of online dating services in Japan, with a presence in Taiwan and South Korea.
Also, new legislation in 10 Table of Contents Germany and France has imposed additional obligations on providers of subscription services regarding the automatic renewal and cancellation of online subscriptions. Similar legislation or regulation, or changes to existing laws or regulations governing subscription payments, have been adopted or are being considered in many U.S. states and in the UK.
Similar legislation or regulation, or changes to existing laws or regulations governing subscription payments, have been adopted in New York and California, or are being considered in many other U.S. states and in the UK. For example, New York’s law requires disclosures related to when algorithms are used to set prices. The EU, the U.S.
Our talent, learning and development programs provide employees with resources to help achieve their career goals, build strong foundational technical and leadership skills, and contribute to and, where applicable, lead their organizations.
Our talent, learning and development programs provide employees with resources to help achieve their career goals, build strong foundational technical and leadership skills, and contribute to and, where applicable, lead their organizations. 13 Table of Contents We regularly conduct anonymous surveys to seek feedback from our employees on a variety of topics, including but not limited to, confidence in company leadership, competitiveness of our compensation and benefits, career growth opportunities, and ways to improve our company’s position as an employer of choice.
Staying competitive The industry for social connection apps is competitive and has no single, dominant brand globally.
Through this approach and strategy, we believe our portfolio is positioned to serve a wide range of connection needs while operating efficiently and responsibly at scale. Staying competitive The industry for social connection apps is competitive and has no single, dominant brand globally.
We expect our overall headcount to grow modestly in 2025 as we expect to continue to focus on recruiting employees in technical functions such as software and product at growing brands and where critical needs arise, as well as to hire a number of employees and contractors to support our innovation and artificial intelligence initiatives.
In 2026, we plan to focus recruiting on critical technical functions, such as software and product, while continuing to hire specialized talent to support our innovation and AI initiatives.
Removed
As a result, the market for social connection apps is fragmented, and no single service has been able to effectively serve all of those seeking social connections. Prior to the proliferation of the internet and mobile devices, human connections traditionally were limited by social circles, geography, and time.
Added
Human connection is a fundamental need, yet the ways people meet and build relationships have evolved significantly over time. Historically, connections were shaped by physical proximity and social circles such as the workplace, schools, religious institutions, social gatherings, and local communities.
Removed
People met through work colleagues, friends and family, in school, at church, at social gatherings, in bars and restaurants, or in other social settings. Today, the adoption of mobile technology and the internet has significantly expanded the ways in which people can create new interactions, and develop meaningful connections and relationships.
Added
Today, mobile technology and the internet play a central role in how people can create new interactions and develop meaningful connections. Additionally, the increasing integration of technology into daily life has contributed to broader acceptance of digital tools for connecting with others, eroding biases and stigmas across the world, which previously served as barriers that limited adoption.
Removed
Additionally, the ongoing adoption of technology into more aspects of daily life continues to further erode biases and stigmas across the world that previously served as barriers to individuals using technology to help find and develop those connections.
Added
Positive outcomes drive initial adoption and repeat usage. • Relevance and sense of belonging : Users typically look for social connection apps that align with their demographic, religion, geography, or intent.
Removed
Successful experiences also drive repeat usage. • Community identification : Users typically look for social connection apps that offer a community or communities to which the user can relate.
Added
Our portfolio We operate a portfolio of differentiated brands designed to serve distinct user needs, preferences, and relationship intents. Collectively, our brands span a range of connection experiences, from discovery-oriented interaction to highly intentional relationship building, as well as demographic- and community-based connection.
Removed
Given varying consumer preferences, we have adopted a brand portfolio approach, through which we attempt to offer social connection apps that collectively appeal to the broadest spectrum of consumers. We believe that this approach maximizes our ability to attract additional users.
Added
This portfolio approach allows users to engage with products that reflect how they want to connect at a given point in time. Tinder ®, launched in 2012, rose to scale and popularity faster than any other service in the online dating category. Tinder emphasizes low-pressure discovery supported by its patented Swipe® technology.
Removed
Our portfolio Tinder Tinder ® was launched in 2012 and has since risen to scale and popularity faster than any other service in the online dating category. Tinder’s patented Swipe ® technology has led to significant adoption, particularly among 18 to 25 year-old users, who were historically underserved by the online dating category.
Added
Tinder users and subscribers may also pay for certain premium features, such as Super Likes™ and Boosts, on a pay-per-use basis. Hinge ® launched in 2012 and has grown to be a popular app for individuals seeking intentional and relationship-oriented connections in English speaking countries and several other international markets. Hinge is a mobile-only experience and employs a freemium model.
Removed
Tinder Explore is an additional feature available for users to discover and interact with others in ways that are non-traditional to Tinder. Hinge Hinge ® launched in 2012 and has grown to be a popular app for relationship-minded individuals, particularly among the millennial and younger generations, in English speaking countries and several other European markets.
Added
Plenty Of Fish has broad appeal in the United States, Canada, the United Kingdom, and a number of other international markets. BLK ®, Chispa ®, Upward ®, Salams ®, HER ®, Archer ®, Yuzu ®, The League ®, and other affinity-based brands, serve communities defined by shared culture, values, or experiences.
Removed
Hinge has Video Prompts, Voice Prompts, and Voice Notes, which allows users to better showcase who they are through text, photos, video, and voice at different points in their dating journey. Hinge offers two premium subscription offerings: Hinge+ and HingeX.
Added
Azar is available in the Middle East region and has expanded into other international markets including Europe. On February 22, 2026, Apple removed the Azar app from the Apple App Store, resulting in users being unable to initiate new downloads of Azar from the Apple App Store.
Removed
Among its distinguishing features is the ability to both search profiles and receive algorithmic recommendations. Plenty Of Fish has grown in popularity over the years and relies on a freemium model. Plenty Of Fish has broad appeal in the United States, Canada, the United Kingdom, and a number of other international markets. BLK.
Added
In available markets, users can sign up for and continue to access the app through the web or Google Play Store and existing iOS users who had downloaded the app through the App Store prior to the removal can currently continue to access and use the app, including the ability to execute purchases and renewals.
Removed
The Pairs™ app was launched in 2012 and is a leading provider of online dating services in Japan, with a presence in Taiwan and South Korea. Pairs is a dating platform that was specifically designed to address social barriers generally associated with the use of dating services in Japan. Azar.
Added
For additional information, see “Item 7— Management’s Discussion and Analysis of Financial Condition and Results of Operations—Management Overview—Trends affecting our business—MG Asia.” Our Portfolio Strategy We believe an effective portfolio strategy begins with an understanding of the challenges individuals face when seeking connection today. Many people experience pressure when meeting new people.
Removed
Azar is primarily focused in the Middle East region, with growth in Western Europe and recent expansion into the U.S. Our Portfolio Strategy We strive to empower individual brand leaders with the authority and incentives to grow their respective brands.

24 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

109 edited+88 added48 removed65 unchanged
Biggest changeOperating internationally, particularly in countries in which we have limited experience, exposes us to a number of risks in addition to those otherwise described in this annual report, such as: operational and compliance challenges caused by distance, language, and cultural differences; difficulties in staffing and managing international operations; differing levels of social and technological acceptance of our services or lack of acceptance of them generally; differing and potentially adverse tax laws; compliance challenges due to different laws and regulatory environments, particularly in the case of privacy, data security, intermediary or platform liability, and consumer protection (for example, in Saudi Arabia where our Azar service has been blocked); competitive environments that favor local businesses or local knowledge of such environments; limitations on the level of intellectual property protection or our ability to enforce our rights; and trade sanctions, political unrest, terrorism, war, and epidemics, or the threat of any of these events.
Biggest changeOperating internationally, particularly in countries in which we have limited experience, exposes us to a number of risks in addition to those otherwise described in this annual report, such as: operational and compliance challenges caused by distance, language, and cultural differences; difficulties in staffing and managing international operations, including as a result of differing laws relating to employee benefits and management; differing levels of social and technological acceptance of our services or lack of acceptance of them generally; actions by governments or others to restrict access to our services or censor content on our services, such as how Saudi Arabia and Turkey blocked or throttled access to Azar in recent years, whether these actions are taken for political reasons, in response to decisions we make regarding governmental requests or content generated by people on our services, or otherwise; differing and potentially adverse tax laws; compliance challenges due to different laws and regulatory environments, particularly in the case of privacy, data security, data sovereignty, AI, intermediary or platform liability, age assurance and minor protection, content moderation, and consumer protection; competitive environments that favor local businesses or local knowledge of such environments; limitations on the level of intellectual property protection or our ability to enforce our rights; and trade sanctions, political unrest, terrorism, war, and epidemics, or the threat of any of these events. 22 Table of Contents The occurrence of any or all of the events described above have in the past and could again in the future adversely affect our international operations, which could in turn adversely affect our business, financial condition, and results of operations.
Both Apple and Google believe they have broad discretion to change, and from time to time have changed, their policies regarding their mobile operating systems and app stores in ways that may limit, eliminate, or otherwise interfere with our ability to distribute or market our applications through their stores, our ability to update our applications, including to make bug fixes or other feature updates or upgrades, the features we provide, our ability to access native functionality or other aspects of mobile devices, and our ability to access information about our users that they collect.
Both Apple and Google believe they have broad discretion to unilaterally change, and from time to time have changed, their policies regarding their mobile operating systems and app stores in ways that may limit, eliminate, or otherwise interfere with our ability to distribute or market our applications through their stores, our ability to update our applications, including to make bug fixes or other feature updates or upgrades, the features we provide, our ability to access native functionality or other aspects of mobile devices, and our ability to access information about our users that they collect.
We are, and from time to time may become, subject to litigation and various legal proceedings, including litigation and proceedings related to employment matters, intellectual property matters, and privacy and consumer protection laws, as well as stockholder derivative suits, class action lawsuits, mass arbitrations, and other matters.
We are, and from time to time may become, subject to litigation and various legal proceedings, including litigation and proceedings related to employment matters, intellectual property matters, and privacy, cybersecurity, and consumer protection laws, as well as stockholder derivative suits, class action lawsuits, mass arbitrations, and other matters.
It may be difficult to determine the best way to investigate, mitigate, contain, and remediate the harm caused by a cyber incident. Such efforts may not be successful, and we may make errors or fail to take necessary actions.
It also may be difficult to determine the best way to investigate, mitigate, contain, and remediate the harm caused by a cyber incident. Such efforts may not be successful, and we may make errors or fail to take necessary actions.
Our indebtedness could have important consequences, such as: limiting our ability to obtain additional financing to fund working capital needs, acquisitions, capital expenditures, or other debt service requirements or for other purposes; limiting our ability to use operating cash flow to pursue acquisitions or invest in other areas, such as developing new brands, services, or exploiting business opportunities; restricting our business operations due to financial and operating covenants in the agreements governing our and certain of our subsidiaries’ existing and future indebtedness, including certain covenants that restrict the ability of our subsidiaries to pay dividends or make other distributions to us; and exposing us to potential events of default (if not cured or waived) under financial and operating covenants contained in our or our subsidiaries’ debt instruments that could have a material adverse effect on our business, financial condition, and operating results.
Our indebtedness could have important consequences, such as: limiting our ability to obtain additional financing to fund working capital needs, acquisitions, capital expenditures, or other debt service requirements or for other purposes; limiting our ability to use operating cash flow to pursue acquisitions or invest in other areas, such as developing new brands, services, or exploiting business opportunities; restricting our business operations due to financial and operating covenants in the agreements governing our and certain of our subsidiaries’ existing and future indebtedness, including certain 30 Table of Contents covenants that restrict the ability of our subsidiaries to pay dividends or make other distributions to us; and exposing us to potential events of default (if not cured or waived) under financial and operating covenants contained in our or our subsidiaries’ debt instruments that could have a material adverse effect on our business, financial condition, and results of operations.
AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI will require the dedication of significant resources to develop, test, and maintain AI technologies, including to further implement AI ethically in order to minimize unintended harmful impact.
AI technologies also present emerging ethical issues, and if our use of AI technologies becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI technologies will require the dedication of significant resources to develop, test, and maintain, including to further implement AI technologies ethically in order to minimize unintended harmful impact.
Compliance with existing, new, and changing laws, regulations, and industry standards relating to AI may limit some uses of AI, impose significant operational costs, and limit our ability to develop, deploy, or use AI technologies. Further, the continued integration of any AI technologies into our service may result in new or enhanced governmental or regulatory scrutiny.
Compliance with existing, new, and changing laws, regulations, and industry standards relating to AI technologies may limit some uses of AI technologies, impose significant operational costs, and limit our ability to develop, deploy, or use AI technologies. Further, the continued integration of any AI technologies into our services may result in new or enhanced governmental or regulatory scrutiny.
If the content or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, offensive, biased, infringing, or otherwise improper or harmful, we may face reputational consequences or legal liability, and our business, financial condition, and results of operations may be adversely affected.
If the content or recommendations that AI applications assist in producing are, or are alleged to be, deficient, inaccurate, misleading, offensive, biased, infringing, unauthorized, or otherwise improper or harmful, we may face reputational consequences or legal liability, and our business, financial condition, and results of operations may be adversely affected.
In the past we have recorded, and may again in the future be required to record, significant charges in our consolidated financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations.
In the past we have recorded significant charges in our consolidated financial statements related to impairment of intangible assets, and may again in the future be required to record similar charges during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations.
Adverse macroeconomic conditions, including lower consumer confidence, changes to fiscal and monetary policy, the availability and cost of credit, and weakness in the economies in which we and our users are located, have adversely affected and may continue to adversely affect our business, financial condition, and results of operations.
Adverse macroeconomic conditions, including lower consumer confidence, changes to fiscal and monetary policy, the availability and cost of credit, and weakness in the economies in which we and our users are located, have adversely affected and may in the future adversely affect our business, financial condition, and results of operations.
Competition for well-qualified employees across Match Group and its various businesses is intense, particularly in the case of senior leadership and technology roles, and our continued ability to compete effectively depends, in part, upon our ability to attract new employees.
Competition for well-qualified employees across Match Group and its various businesses is intense, particularly in the case of senior leadership and technology roles, and our continued ability to compete effectively depends, in part, upon our ability to attract new employees and retain current employees.
For example, we have generally registered and continue to apply to register and renew, or secure by contract where appropriate, trademarks and service marks as they are developed and used, and reserve, register, and renew domain names as we deem appropriate.
For example, we have generally registered trademarks and continue to apply to register and renew, or secure by contract where appropriate, trademarks as they are developed and used, and reserve, register, and renew domain names as we deem appropriate.
We receive, process, store, and transmit a significant amount of personal user and other confidential or sensitive information, including, without limitation, credit card information and user-to-user communications. We also enable our users to share their personal information with each other. In some cases, we engage third party service providers to store or process this information.
We receive, process, store, and transmit a significant amount of personal user and other confidential or sensitive information, including, without limitation, credit card information, biometric information, location data, and user-to-user communications. We also enable our users to share their personal information with each other. In some cases, we engage third party service providers to store or process this information.
It is possible that a new service could gain rapid scale at the expense of existing brands through 13 Table of Contents harnessing a new technology, such as generative AI, or a new or existing distribution channel, creating a new or different approach to connecting people, introducing a new business model, or some other means.
It is possible that a new service could gain rapid scale at the expense of existing brands through harnessing a new technology, such as generative AI, or a new or existing distribution channel, creating a new or different approach to connecting people, introducing a new business model, or some other means.
Extreme heat and wind coupled with dry conditions in California have in the past, and may again in the future, lead to power safety shut offs due 19 Table of Contents to wildfire risk, which can have adverse implications for our California offices, including impairing the ability of our employees to work effectively.
Extreme heat and wind coupled with dry conditions in California have in the past, and may again in the future, lead to power safety shut offs due to wildfire risk, which can have adverse implications for our California offices, including impairing the ability of our employees to work effectively.
It is likely that we would not be able to reach all affected 20 Table of Contents users, and even if we could, some users’ new credit card information may not be obtained and some pending transactions may not be processed, which could adversely affect our business, financial condition, and results of operations.
It is likely that we would not be able to reach all affected users, and even if we could, some users’ new credit card information may not be obtained and some pending transactions may not be processed, which could adversely affect our business, financial condition, and results of operations.
There can be no assurance that we will be able to continue to appropriately manage our marketing efforts in response to 14 Table of Contents these and other trends in the advertising industry. Any failure to do so could adversely affect our business, financial condition, and results of operations.
There can be no assurance that we will be able to continue to appropriately manage our marketing efforts in response to these and other trends in the advertising industry. Any failure to do so could adversely affect our business, financial condition, and results of operations.
Challenges with properly managing the use of artificial intelligence could result in reputational harm, competitive harm, and legal liability. We currently incorporate AI into certain of our services and are working to further integrate AI technologies into our services, which integrations may become important to our operations over time.
Challenges with properly managing the use of AI could result in reputational harm, competitive harm, and legal liability. We currently incorporate AI technologies into certain of our services and are working to further integrate generative AI technologies into our services, which integrations may become important to our operations over time.
As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently from state to state and country to country.
As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently from state 28 Table of Contents to state and country to country.
In addition, from time to time we have engaged in litigation, and may continue to do so in the future, to enforce our intellectual property rights, protect our trade secrets and patents, or to determine the validity and scope of proprietary rights claimed by others.
In addition, from time to time we have engaged in litigation, and may continue to do so in the future, to enforce and protect our intellectual property rights, or to determine the validity and scope of proprietary rights claimed by others.
From time to time we have and may continue to, augment and enhance, or transition to other, enterprise resource planning, human resources, financial, or other systems.
In addition, from time to time we have and may continue to, augment and enhance, or transition to other, enterprise resource planning, human resources, financial, or other systems.
Our ability to satisfy our debt obligations will depend upon, among other things: our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory, and other factors, many of which are beyond our control; and our future ability to borrow under our revolving credit facility, the availability of which will depend on, among other things, our complying with the covenants in the then-existing agreements governing our indebtedness.
Our ability to satisfy our debt obligations will depend upon, among other things: our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory, and other factors, many of which are beyond our control; and our future ability to borrow under our revolving credit facility, the availability of which will depend on, among other things, our complying with the covenants in the then-existing agreements governing our indebtedness; and changes in interest rates, to the extent we borrow under our revolving credit facility.
We market and distribute our services (including related mobile applications) through a variety of third-party distribution channels, including Facebook, which has rolled out its own dating service. Our ability to market our brands on any given property or channel is subject to the policies and practices of the relevant third party.
We market and distribute our services through a variety of third-party distribution channels, including Instagram and Facebook, which has rolled out its own dating service. Our ability to market our brands on any given property or channel is subject to the policies and practices of the relevant third party.
In addition, the anticipated exchange of the exchangeable notes could depress the price of our common stock. Risks relating to ownership of our common stock You may experience dilution due to the issuance of additional securities in the future .
In addition, the anticipated exchange of the exchangeable notes could depress the price of our common stock. 31 Table of Contents Risks relating to ownership of our common stock You may experience dilution due to the issuance of additional securities in the future .
Our competitors or other third parties may incorporate AI into their services more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, AI algorithms and training methodologies may be flawed and datasets may be overbroad, insufficient, contain biased information, or infringe third parties’ rights.
Our competitors or other third parties may incorporate generative AI technologies into their services more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, AI algorithms and training methodologies may be flawed, and datasets may be overbroad, insufficient, contain inaccurate or biased information, or infringe third-party rights.
Item 1A. Risk Factors Risks relating to our business If we fail to retain existing users or add new users, or if our users do not convert to paying users, our revenue, financial results, and business may be significantly harmed. The size of our user base is critical to our success.
Risks relating to our business If we fail to retain existing users or add new users, or if our users do not convert to paying users, our revenue, financial results, and business may be significantly harmed. The size of our user base is critical to our success.
Further, the use of AI has been known to result in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of AI-enhanced services. Any such cybersecurity incidents related to our use of AI could adversely affect our reputation and results of operations.
Further, the use of AI has been known to result in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of AI- 26 Table of Contents enhanced services. Any such cybersecurity incidents related to our use of AI technologies could adversely affect our reputation and results of operations.
Despite these measures, our intellectual property rights may still not be protected in a meaningful manner, challenges to contractual rights could arise, third parties could copy or otherwise obtain and use our intellectual property without authorization, our existing trademarks, patents, or trade secrets can be, and, on rare occasions, have been, determined to be invalid or unenforceable, or laws and interpretations of laws regarding the enforceability of existing intellectual property rights may change over time in a manner that provides less protection.
Despite these measures, our intellectual property rights may still not be protected in a meaningful manner, challenges to contractual rights could arise, third parties could copy or otherwise obtain and use our intellectual property without authorization, our existing trademark, patent, copyright or trade secret rights can be, and, on rare occasions, have been, determined to be invalid or unenforceable, or laws and interpretations of laws regarding the enforceability of existing intellectual property rights may change over time in a manner that provides less protection.
No assurances can be given that any patent application we have filed or will file will result in a patent being issued, or that any existing or future patents will afford adequate protection against competitors and similar technologies.
No assurances can be given that any patent or copyright application we have filed or will file will result in a patent or copyright registration being issued, or that any existing or future patent or copyright registrations will afford adequate protection against competitors and similar technologies.
Additionally, geopolitical developments, such as wars in Ukraine and the Middle East, tensions with China, climate change, and the responses by central banking authorities to control inflation, can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets.
Additionally, geopolitical developments, such as wars in Ukraine and the Middle East, tensions with China, trade wars, changes to immigration policies, climate change, global health pandemics, and the responses by central banking authorities to control inflation, can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets.
Delaware corporate law and our certificate of incorporation and bylaws contain provisions that could discourage, delay, or prevent a change in control of our company or changes in our management that the stockholders of our company may deem advantageous, including provisions which: authorize the issuance of “blank check” preferred stock that our board of directors could issue to increase the number of outstanding shares and to discourage a takeover attempt; establish a classified board of directors, as a result of which our board is divided into three classes, with each class serving for staggered three-year terms, which prevents stockholders from electing an entirely new board of directors at an annual meeting; prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of the stockholders; eliminate the ability of our stockholders to call special meetings of stockholders; provide that certain litigation against us can be brought only in Delaware (subject to certain exceptions); and provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws.
Delaware corporate law and our certificate of incorporation and bylaws contain provisions that could discourage, delay, or prevent a change in control of our company or changes in our management that the stockholders of our company may deem advantageous, including provisions which: authorize the issuance of “blank check” preferred stock that our board of directors could issue to increase the number of outstanding shares and to discourage a takeover attempt; establish a classified board of directors, as a result of which our board is divided into classes, which prevents stockholders from electing an entirely new board of directors at an annual meeting until our 2028 annual meeting of stockholders, at and after which time, our entire board of directors will be declassified; prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of the stockholders; eliminate the ability of our stockholders to call special meetings of stockholders; 32 Table of Contents provide that certain litigation against us can be brought only in Delaware (subject to certain exceptions); and provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws.
In addition, no assurances can be given that third parties will not create new products or methods that achieve similar results without infringing upon patents we own.
In addition, no assurances can be given that third parties will not create new products, services or methods that achieve similar results without infringing upon patent or copyright registrations we own.
Our success depends, in part, on the integrity of our systems and infrastructures and on our ability to enhance, expand, and adapt these systems and infrastructures in a timely and cost-effective manner. To succeed, our systems and infrastructures must perform well on a consistent basis.
Risks relating to systems and infrastructures, data, security, privacy, and the use of AI Our success depends, in part, on the integrity of our systems and infrastructures and on our ability to enhance, expand, and adapt these systems and infrastructures in a timely and cost-effective manner. To succeed, our systems and infrastructures must perform well on a consistent basis.
See “Item 1—Business—Government regulation.” These U.S. federal, state, and municipal and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and subject to change.
These U.S. federal, state, and municipal and foreign and international laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and subject to change.
In addition, the reputations of our brands have been, and may in the future be, adversely affected by the actions of our users that are deemed to be hostile, offensive, defamatory, inappropriate, untrue, or unlawful.
In addition, the reputations of our brands have been, and may in the future be, adversely affected by the actions of our users that are deemed to be hostile, offensive, defamatory, inappropriate, untrue, or unlawful, especially if such hostile, offensive, or inappropriate use is well-publicized.
We may experience operational and financial risks in connection with historical and future acquisitions if we are unable to: properly value prospective acquisitions, especially those with limited operating histories; fully identify potential risks and liabilities associated with acquired businesses; accurately project the future financial condition and results of operations of acquired businesses; successfully integrate the operations, financial, and other administrative systems of the acquired businesses with our existing operations and systems; retain or hire senior management and other key personnel at acquired businesses; and successfully support the acquired businesses in executing on strategic plans.
We may experience operational and financial risks in connection with historical and future acquisitions if we are unable to: properly value prospective acquisitions, especially those with limited operating histories; fully identify potential risks and liabilities associated with acquired businesses; accurately project the future financial condition and results of operations of acquired businesses; successfully integrate the operations, financial, and other administrative systems of the acquired businesses with our existing operations and systems; retain or hire senior management and other key personnel at acquired businesses; and successfully support the acquired businesses in executing on strategic plans. 21 Table of Contents Furthermore, we may not be successful in addressing other challenges encountered in connection with our acquisitions and the anticipated benefits of one or more of our acquisitions may not be realized.
Further, if people do not perceive our services to be useful or trustworthy or if people question the quality of our user base, we may not be able to attract or retain users.
If people do not perceive our services to be useful or trustworthy or if people question the engagement level of our user base, we may be unable to attract or retain users.
Inappropriate actions by certain of our users could be attributed to us and damage our brands’ reputations, which in turn could adversely affect our business.
Inappropriate actions by certain of our users could be attributed to us or may not be adequately prevented by us and consequently damage our brands’ reputations, which in turn could adversely affect our business.
Further, in the past we have had, and may continue to have for the foreseeable future, significant amounts of stock-based compensation expense due to the competitive market for executive and technical talent, which includes competitors that are much larger than us. Effective succession planning is also important to our future success.
Further, in the past we have had, and may continue to have for the foreseeable future, significant amounts of stock-based compensation expense, which adversely affects our results of operations, due to the competitive market for executive and technical talent, which includes competitors that are much larger than us.
If we fail to ensure the effective transfer of senior management or other institutional knowledge as well as 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 adversely affected.
If we fail to ensure the effective transfer of senior management or other institutional knowledge as well as smooth transitions involving senior management and the effect of those transitions on our employee population and associated employee culture and morale more generally, 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 adversely affected.
For example, in 2023 we began consolidating some of our legacy brands’ platforms to decrease operating costs. In addition, in 2024 we announced an enterprise-wide initiative to further leverage our portfolio approach and decrease operating costs by, among other things, reducing duplication of certain functions across the Company and sharing more operational infrastructure across brands.
From 2023 to 2025, we consolidated some of our legacy brands’ platforms and, in 2025, we launched an enterprise-wide initiative to further leverage our portfolio approach and decrease operating costs by, among other things, reducing headcount and duplication of certain functions across the Company and sharing more operational infrastructure across brands.
We rely on third parties, primarily data center and cloud-based, hosted web service providers, such as Amazon Web Services, as well as third party computer systems, service providers, software providers, and broadband and other communications systems, in connection with the provision of our services generally, as well as to facilitate and process certain transactions with our users.
We rely on third parties, primarily data center and cloud-based, hosted web service providers, such as Amazon Web Services, as well as third party computer systems, service providers, software providers, and broadband and other communications systems, in connection with the provision of our services generally, as 24 Table of Contents well as to facilitate and process certain transactions with our users, including to operate facial or liveness verification features at many of our brands.
Any provision of our certificate of incorporation, our bylaws, or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock. 26 Table of Contents Our certificate of incorporation could prevent us from benefiting from corporate opportunities that might otherwise have been available to us.
Any provision of our certificate of incorporation, our bylaws, or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.
Potential competitors include larger companies that could devote greater resources to the promotion or marketing of their services, take advantage of acquisition or other opportunities more readily, or develop and expand their services more quickly than we do.
Potential competitors also include larger companies, such as social media companies and operators of mobile operating systems and app stores, that could devote greater resources to the promotion or marketing of their services, take advantage of acquisition or other opportunities more readily, or develop and expand their services more quickly than we do.
During periods of a strengthening U.S. dollar, our international revenues have been and will be reduced when translated into U.S. dollars. In addition, as foreign currency exchange rates fluctuate, the translation of our international revenues into U.S. dollar-denominated operating results affects the period-over-period comparability of such results and will also result in foreign currency exchange gains and losses.
In addition, as foreign currency exchange rates fluctuate, the translation of our international revenues into U.S. dollar-denominated operating results affects the period-over-period comparability of such results and will also result in foreign currency exchange gains and losses.
These laws and regulations, as well as any associated inquiries, investigations, or other government actions, may be costly to comply with and have in the past, and may in the future delay or impede the development of new services, require changes to or cessation of certain business practices, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to remedies that may harm our business, including fines or modifications to existing business practices.
These laws and regulations, any proposed or new legislation or regulation, and any associated inquiries, investigations, or other government actions, may be costly to comply with, may in the future impose new liabilities or eliminate existing legal protections, and have in the past, and may in the future, delay or impede the development of new services, require changes to or cessation of certain business practices, result in negative publicity, increase our operating costs, require significant management time and attention, result in geographic bans or removal of some of our apps from Apple or Google platforms, and subject us to remedies that may harm our business, including fines or modifications to existing business practices.
When one or more of our users suffers or alleges to have suffered any such harm, we have in the past, and could in the future, experience negative publicity or legal action that could damage our reputation and our brands.
When one or more of our users suffers or alleges to have suffered any such harm, or where similar events affecting users of our competitors’ services occur, we have in the past, and could in the future, experience negative publicity, including regarding our industry generally, or legal action that could damage our reputation and our brands.
To continue to reach potential users and grow our businesses, we must identify and devote more of our overall marketing expenditures to newer advertising channels, such as mobile, social media, and online video platforms.
For example, as consumers communicate more via text messaging, messaging apps, and other virtual means, to continue to reach potential users and grow our businesses, we must continue to identify and devote more of our overall marketing expenditures to newer advertising channels, such as mobile, social media, and online video platforms.
For additional information, see “Item 1—Business—Dependencies on services provided by others—Cloud and Other Services.” If the security of personal and confidential or sensitive user information that we maintain and store is breached or otherwise accessed by unauthorized persons, it may be costly to mitigate the impact of such an event and our reputation could be harmed.
If the security of personal and confidential or sensitive user information that we maintain and store is breached or otherwise accessed by unauthorized persons, it may be costly to mitigate the impact of such an event and our reputation could be harmed.
From time to time, we have been subject to legal proceedings and claims regarding intellectual property, including claims of alleged infringement of trademarks, copyrights, patents, and other intellectual property rights held by third parties and of invalidity of our own rights.
Further, from time to time, we have been subject to legal proceedings and claims regarding intellectual property, including claims of alleged infringement of trademark, copyright, patent, and other intellectual property rights held by third parties.
Our failure to successfully defend or settle any of these litigation claims or legal proceedings could result in liability that, to the extent not covered by our insurance, could have an adverse effect on our business, financial condition, and results of operations.
Our failure to successfully defend or settle any of these litigation claims or legal proceedings could result in liability that, to the extent not covered by our insurance, could have an adverse effect on our business, financial condition, and results of operations. See “Item 3—Legal Proceedings” for additional information. We are subject to taxation related risks in multiple jurisdictions.
Climate change, its impact on our infrastructure worldwide and its potential to increase political instability in regions where we, our users and our vendors do business, may disrupt our business and cause us to experience higher attrition, losses and costs to maintain or resume operations.
Its impact on our infrastructure worldwide and its potential to increase political instability in regions where we, our users and our vendors do business, may disrupt our business and cause us to experience higher attrition, losses and costs to maintain or resume operations. For example, certain of our facilities may be vulnerable to the impacts of extreme weather events.
We may need to respond by introducing new services or features, which we may not do successfully. If we do not sufficiently innovate to provide new, or improve upon existing, services that our users or prospective users find appealing, we may be unable to continue to attract new users or continue to appeal to existing users in a sufficient manner.
If we do not sufficiently innovate to provide new services, or improve upon existing services, each in ways that our users or 17 Table of Contents prospective users find appealing, we may be unable to continue to attract new users or continue to appeal to existing users in a sufficient manner.
Our users and subscribers engage with these platforms directly and may be subject to requirements regarding the use of their payment systems for various transactions. As a result, these platforms receive and do not share with us key user data that we would otherwise receive if we transacted with our users and subscribers directly.
As a result, to the extent subscribers use these platforms’ payment systems, the platforms receive and do not share with us key user data that we would otherwise receive if we transacted with our users and subscribers directly.
As a result, we intend to further leverage our existing capabilities and advances in technologies like artificial intelligence (“AI”) to improve our existing services or introduce new services or features in order to better satisfy existing users and to expand our penetration of what continues to be a large available new user market.
As a result, we have begun to further leverage our existing capabilities as well as advances in technologies like AI to improve our existing services or introduce new features designed to better meet user expectations and to expand our penetration of what continues to be a large available new user market.
Further, as financial markets have become more costly to access due to increased interest rates or other changes in economic conditions, our ability to raise additional capital may be negatively impacted, and any refinancing or restructuring could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. 24 Table of Contents We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful.
Further, as financial markets have become more costly to access due to increased interest rates or other changes in economic conditions, our ability to raise additional capital may be negatively impacted, and any refinancing or restructuring could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.
The adoption of any laws or regulations that adversely affect the popularity or growth in use of the internet or our services, including laws or regulations that undermine open and neutrally administered internet access, could decrease user demand for our service offerings and increase our cost of doing business.
For example, see “Item 3 Legal Proceedings—Irish Data Protection Commission Inquiry Regarding Tinder’s Practices.” In particular, the adoption of any laws or regulations that adversely affect the popularity or growth in use of the internet or our services, including laws or regulations that undermine open and neutrally administered internet access, could decrease user demand for our service offerings and increase our cost of doing business.
While we have systems and processes in place that aim to monitor and review the appropriateness of the content accessible through our services, and have adopted policies prohibiting illegal, offensive, and inappropriate use of our services, our users have in the past, and could in the future, nonetheless engage in activities that violate our policies.
Our systems and processes that monitor and review the appropriateness of the content accessible through our services have at times failed, and may again in the future fail, to detect instances of inappropriate use of our services, and our users have in the past, and could in the future, engage in activities that violate our policies prohibiting illegal, offensive and inappropriate use of our services.
In particular, declines in our stock price, or lower stock price performance relative to competitors for talent, have reduced the retentive value of our stock-based awards, which can impact the competitiveness of our compensation.
Our ability to attract, retain, and motivate employees may also be adversely affected by stock price volatility. In particular, declines in our stock price, or lower stock price performance relative to competitors for talent, have reduced the retentive value of our stock-based awards, which can impact the competitiveness of our compensation.
In addition, in recent years Tinder has undertaken several initiatives to improve its ecosystem by, among other things, removing users who are not making use of the service for dating purposes and requiring further verification of the authenticity of certain user profiles, each of which has had, and may continue to have, a negative impact on the number of Tinder users.
In addition, we have recently undertaken several initiatives to strengthen the ecosystem of our Tinder service and combat declines in the number of Tinder users that occurred in recent years, including removing accounts that are not used for dating purposes and requiring further verification of the authenticity of certain user profiles, each of which has had, and may continue to have, a negative impact on the number of Tinder users.
See “Item 3—Legal Proceedings.” 23 Table of Contents Our operations are subject to volatile global economic conditions, particularly those that adversely impact consumer confidence and spending behavior.
Our operations are subject to volatile global economic conditions, particularly those that adversely impact consumer confidence and spending behavior.
Certain platforms and channels have, from time to time, limited or prohibited advertisements for our services for a variety of reasons, including poor behavior by other industry participants. There is no assurance that we will not be limited or prohibited from using certain marketing channels in the future.
Certain platforms and channels have, from time to time, limited or prohibited advertisements for our services for a variety of reasons, including poor behavior by other industry participants.
Any litigation of this nature, regardless of outcome, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business, financial condition, and results of operations.
Any litigation of this nature, regardless of outcome, 29 Table of Contents could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business, financial condition, and results of operations. We are subject to litigation, and adverse outcomes in such litigation could have an adverse effect on our financial condition.
For more information, see “Note 10—Earnings per Share” to the consolidated financial statements included in “Part II, Item 8—Consolidated Financial Statements and Supplementary Data.” Intra-quarter movements in our stock price could lead to more or less dilution than reflected in these calculations. We cannot guarantee that our share repurchase programs will be fully consummated or enhance long-term stockholder value.
For more information, see Note 9—Earnings per Share to the consolidated financial statements included in “Part II, Item 8—Consolidated Financial Statements and Supplementary Data.” Intra-quarter movements in our stock price could lead to more or less dilution than reflected in these calculations.
As of December 31, 2024, we had total debt outstanding of approximately $3.9 billion and borrowing availability of $499.4 million under our revolving credit facility.
We and our subsidiaries may incur additional indebtedness, including secured indebtedness. As of December 31, 2025 , we had total debt outstanding of approximately $4.0 billion and borrowing availability of $499.4 million under our revolving credit facility.
Some of our competitors may enjoy better competitive positions in certain geographical regions, user demographics, or other key areas that we currently serve or may serve in the future.
The industry for social connection apps is competitive, with a consistent stream of new services and entrants. Some of our competitors may enjoy better competitive positions in certain geographical regions, user demographics, or other key areas that we currently serve or may serve in the future.
Certain aspects of effective cybersecurity are dependent upon our employees, contractors and/or other third-party service providers safeguarding our sensitive information and adhering to our security policies and access control mechanisms.
Certain aspects of effective cybersecurity depend on our employees, contractors and/or other third-party service providers safeguarding our sensitive information and adhering to our security policies and access control mechanisms, and failures in these areas may expose us to increased risk.
Additionally, if we fail to adequately prevent fraudulent credit card transactions, we may face litigation, fines, governmental enforcement action, civil liability, diminished public perception of our security measures, significantly higher credit card-related and remediation costs, or refusal by credit card processors to continue to process payments on our behalf, any of which could adversely affect our business, financial condition, and results of operations.
Additionally, if we fail to adequately prevent fraudulent credit card transactions, we may face litigation, fines, governmental enforcement action, civil liability, diminished public perception of our security measures, significantly higher credit card-related and remediation costs, or refusal by credit card processors to continue to process payments on our behalf, any of which could adversely affect our business, financial condition, and results of operations. 27 Table of Contents Our use of “open source” software could subject our proprietary software to general release, adversely affect our ability to sell our services and subject us to possible litigation, and third parties may utilize technology that we developed and made available via open source for improper purposes.
While we aim to deploy AI responsibly and attempt to identify and 16 Table of Contents mitigate ethical and legal issues presented by its use, we may be unsuccessful in identifying or resolving issues before they arise.
While we aim to deploy AI technologies responsibly and attempt to identify and mitigate ethical and legal issues presented by their use, we may be unsuccessful in identifying or resolving issues before they arise. We may also face challenges with the use of AI technologies by employees or contractors through error or intentional misconduct.
At times we have experienced significant changes to our senior leadership team. For example, within the last few months, we announced the appointments of new Chief Executive and Chief Financial Officers. Those changes and any future significant leadership changes or senior management transitions involve inherent risk.
At times we have experienced significant changes to our senior leadership team. For example, we appointed a new Chief Executive Officer and a new Chief Financial Officer in February and March 2025, respectively. Those changes and any future significant leadership changes or senior management transitions involve inherent risk.
Our financial performance has thus been and will continue to be significantly determined by our success in adding and retaining users of our services and converting users into paying subscribers or in-app purchasers.
Our financial performance has thus been and will continue to be significantly determined by our success in adding and retaining users of our services and converting users into paying subscribers or in-app purchasers. We expect the size of our user base to fluctuate or decline periodically in various markets, including markets where we have achieved higher penetration rates.
Our growth and profitability rely, in part, on our ability to attract and retain users through cost-effective marketing efforts. Any failure in those efforts could adversely affect our business, financial condition, and results of operations. Attracting and retaining users for our services involve considerable expenditures for online and offline marketing.
Any failure in those efforts could adversely affect our business, financial condition, and results of operations. Attracting and retaining users for our services involve considerable expenditures for online and offline marketing. Historically, we have had to increase our marketing expenditures over time in order to attract and 18 Table of Contents retain users and sustain our growth.
If we are unable to maintain or increase the size of our user base, our revenue and other financial results may be adversely affected.
If we are unable to maintain or increase the size of our user base in the future, our revenue and other financial results may be further adversely affected, including as a result of further rendering our services less attractive to both existing and potential users.
For additional information, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures—Effects of Changes in Foreign Exchange Rates on Revenue,“ and “Item 7A—Quantitative and Qualitative Disclosures About Market Risk—Foreign Currency Exchange Risk.” We depend on our key personnel.
For additional information, see “Item 7 —Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures—Effects of Changes in Foreign Exchange Rates on Revenue,” and “Item 7A—Quantitative and Qualitative Disclosures About Market Risk—Foreign Currency Exchange Risk.” Our user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may adversely affect our business, results of operations, and reputation.
We rely heavily upon our trademarks and related domain names and logos to market our brands and to build and maintain brand loyalty and recognition.
We rely heavily upon our trademarks and related domain names and logos to market our services and to build and maintain brand loyalty and recognition. We also rely upon patent, copyright, and trade secret protections to protect our proprietary technologies relating to our services.
Also, the price of our stock is subject to volatility and share repurchases and dividend payments could increase the volatility of the trading price of our stock and will diminish our cash reserves.
We cannot guarantee that our share repurchase programs will be fully consummated or enhance long-term stockholder value. Also, the price of our stock is subject to volatility and share repurchases and dividend payments could increase the volatility of the trading price of our stock and will diminish our cash reserves.
To the extent internet service providers engage in such blocking, throttling, “paid prioritization” of content, or similar actions as a result of this order and the adoption of similar laws or regulations, our business, financial condition, and results of operations could be adversely affected.
To the extent internet service providers engage in such blocking, throttling, “paid prioritization” of content, or similar actions, our business, financial condition, and results of operations could be adversely affected. We may fail to adequately protect our intellectual property rights or may be accused of infringing the intellectual property rights of third parties.
We also rely upon patented and patent-pending proprietary technologies and trade secrets relating to our services. 21 Table of Contents We rely on a combination of laws as well as contractual restrictions with employees, customers, suppliers, and others, to establish and protect our intellectual property rights.
We depend on a combination of laws as well as contractual restrictions with employees, customers, suppliers, and others, to establish and protect our intellectual property rights.
The industry for social connection apps is competitive, with low switching costs and a consistent stream of new services and entrants, and innovation by our competitors may disrupt our business. The industry for social connection apps is competitive, with a consistent stream of new services and entrants.
Any of these impacts from the removal of the Azar app from the Apple App Store could have an adverse effect on our business, financial condition, and results of operations. The industry for social connection apps is competitive, with low switching costs and a consistent stream of new services and entrants, and innovation by our competitors may disrupt our business.
We have made acquisitions in the past and continue to seek potential acquisition candidates.
We have experienced, and in the future may again experience, operational and financial risks in connection with acquisitions. We have made acquisitions in the past and continue to seek potential acquisition candidates.

165 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

12 edited+1 added5 removed5 unchanged
Biggest changeWe have established standardized and comprehensive incident response and recovery plans across Match Group’s businesses. Our incident response and recovery plans address and guide our employees, management, and our Board of Directors on our response to a cybersecurity incident, and our procedures with regard to material incidents.
Biggest changeWe have implemented cybersecurity controls to attempt to detect and address threats arising from our use of third-party service providers. We have established incident response and recovery plans across Match Group’s businesses, and we have conducted cybersecurity awareness training for our employees, including incident response personnel and senior management.
For additional discussion of cybersecurity risks, see “Item 1A Risk factors—Risks relating to our business—We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely affected by cyberattacks experienced by third parties.” Governance Board Oversight Our Board of Directors, in coordination with the Audit Committee, oversees our management of cybersecurity risk, including our annual enterprise risk assessment, where we assess key risks within the company, including security and technology risks and cybersecurity threats.
For additional discussion of cybersecurity risks, see “Item 1A Risk factors—Risks relating to our business—We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely affected by cyberattacks experienced by third parties.” Governance Board Oversight Our Board of Directors, in coordination with the Audit Committee, oversees our management of cybersecurity risk, including our annual risk assessment, where we assess key risks within the company, including security and technology risks and cybersecurity threats.
We employ external services to conduct tabletop exercises, penetration and vulnerability testing, simulations, and other exercises to evaluate the effectiveness of our information security program and improve our security measures and planning across Match Group’s businesses. The results of these assessments are reported to the Audit Committee of our Board of Directors.
When appropriate, we employ external services to conduct tabletop exercises, penetration and vulnerability testing, simulations, and other exercises to evaluate the effectiveness of our information security program and improve our security measures and planning across Match Group’s businesses. The results of these assessments are reported to the Audit Committee of our Board of Directors.
Our SVP, Security Engineering, has over 20 years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at other public companies. Our information security program encompasses partnerships among teams that are responsible for cyber governance, prevention, 28 Table of Contents detection and remediation activities within our cybersecurity environment.
Our SVP, Security Engineering, has over 20 years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at other public companies. Our information security program encompasses partnerships among teams that are responsible for cyber governance, prevention, detection and remediation activities within our cybersecurity environment.
Item 1C. Cybersecurity Risk Management and Strategy Match Group maintains an enterprise-wide information security program designed to identify, protect against, detect, respond to, and manage reasonably foreseeable cybersecurity risks and threats.
Item 1C. Cybersecurity Risk Management and Strategy Match Group maintains an information security program designed to identify, protect against, detect, respond to, and manage reasonably foreseeable cybersecurity risks and threats.
Our information security teams, led by our Senior Vice President, Security Engineering, are responsible for assessing and managing our exposure to information security risks, including by: Implementing and enforcing physical, operational and technical security policies, procedures and controls; Conducting, and engaging independent third-party experts to conduct, regular internal and external security assessments and audits, including assessments of the security posture of third-party vendors and partners; Collaborating with our development teams to engineer and integrate security throughout the product development lifecycle; Implementing scalable and continuous data protection practices; and Detecting, monitoring, investigating, and responding to potential security threats and incidents.
Our information security teams, led by our Senior Vice President, Security Engineering, is responsible for assessing and managing our exposure to information security risks, including by: Implementing and enforcing physical, operational and technical security policies, procedures and controls; Conducting, and engaging independent third-party experts to conduct, when appropriate, internal and external security assessments and audits, including assessments of our cybersecurity policies, standards, processes, and practices, and the security posture of third-party vendors and partners; and Collaborating with our development teams to engineer and integrate security as part of the product development lifecycle.
Cybersecurity reviews by the Audit Committee or the Board of Directors generally occur quarterly, or more frequently as determined to be necessary or advisable. Management’s Role Our cybersecurity program is managed by our SVP, Security Engineering, who reports to our Chief Technology Officer.
The Audit Committee directly oversees our cybersecurity program. The Audit Committee receives regular cybersecurity updates from management. Cybersecurity reviews by the Audit Committee or the Board of Directors occur regularly, including as determined to be necessary or advisable. Management’s Role Our cybersecurity program is managed by our SVP, Security Engineering, who reports to our Chief Legal Officer .
We also require specified security controls and other responsibilities from our service providers and we investigate security incidents affecting them as deemed necessary. 27 Table of Contents Our policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats are integrated into our overall risk management program and are based on frameworks established by the International Organization for Standardization (“ISO”) and other applicable industry standards.
Our policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats are integrated into our overall risk management program and are based on frameworks established by the International Organization for Standardization (“ISO”) and other applicable industry standards.
We have not identified risks from cybersecurity threats, including from previous cybersecurity incidents, that have materially affected us. However, we face ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
We have not identified risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us.
We regularly test and evaluate the effectiveness of our incident response process. Our systems periodically experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse or theft of personal information (of third parties, employees, and our users) and other data, confidential information or intellectual property.
However, we face ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect our business strategy, results of operations, or financial condition, and our systems periodically experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse or theft of personal 33 Table of Contents information (of third parties, employees and our users) and other data, confidential information or intellectual property.
We have also obtained industry certifications and attestations that demonstrate our dedication to protecting the data our users entrust to us, including Tinder and Hinge, obtaining certification for their Information Security Management System (ISMS) under the ISO/IEC 27001:2022 standard.
We have also obtained various industry certifications and attestations that demonstrate our dedication to protecting the data our users entrust to us, including for Tinder and Hinge. We conduct periodic reviews and tests of our information security program and leverage audits by our internal audit team and testing by our red team.
We have implemented cybersecurity controls to detect and address threats arising from our use of third-party service providers. Security risk assessments are conducted during onboarding, contract renewal, and when an increased risk profile is identified.
For key third parties, security risk assessments are conducted during onboarding, contract renewal, and when an increased risk profile is identified. We also require specified security controls and other responsibilities from our service providers and we investigate security incidents affecting them as deemed necessary.
Removed
With a focus on both product and enterprise security, the security program has been set up to protect our information systems from cybersecurity threats as part of our development lifecycles and our ongoing business operations. We implement various technical and operational processes to help prevent, identify, escalate, investigate, resolve, and recover from vulnerabilities and security incidents in a timely manner.
Added
This does not imply that we meet any particular technical standards, specifications or requirements, only that we use ISO and other applicable industry standards as guides to help us identify, assess and manage cybersecurity risks relevant to our business.
Removed
These include, but are not limited to, monitoring and detection tools, internal and third-party penetration testing, continuous testing by a dedicated red team, a comprehensive bug bounty program to allow security researchers to assist us in identifying vulnerabilities in our services before they are exploited, and annual and ongoing security awareness training for employees.
Removed
Our cybersecurity policies, standards, processes and practices are regularly assessed by consultants and external auditors. These assessments include a variety of activities, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. Cybersecurity processes are adjusted based on the information provided from these assessments.
Removed
We conduct regular reviews and tests of our information security program and leverage audits by our internal audit team and ongoing testing by our red team.
Removed
The Audit Committee directly oversees our cybersecurity program. The Audit Committee receives quarterly cybersecurity updates from management, including risk assessments, progress of risk reduction initiatives, external auditor feedback, control maturity assessments, and relevant internal and industry cybersecurity incidents.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

11 edited+6 added24 removed7 unchanged
Biggest changeOn May 26, 2022, the FTC filed a Petition to Enforce Match Civil Investigative Demand. See FTC v. Match Group, Inc. , No. 1:22-mc-00054 (District of Columbia). We believe we have strong defenses to the FTC's investigation and petition to enforce and will defend vigorously against them.
Biggest changeOn May 26, 2022, the FTC filed a Petition to Enforce Match Civil Investigative Demand, and on June 20, 2025, the Court ordered that the FTC’s Petition be granted in part and denied in part. See FTC v. Match Group, Inc. , No. 1:22-mc-00054 (District of Columbia).
The complaint principally alleges that Tinder violated California’s Unruh Civil Rights Act by offering and charging users over a certain age a higher price than younger users for subscriptions to its premium Tinder Plus service. Plaintiff seeks damages in an unspecified amount.
The complaint 34 Table of Contents principally alleges that Tinder violated California’s Unruh Civil Rights Act by offering and charging users over a certain age a higher price than younger users for subscriptions to its premium Tinder Plus service. Plaintiff seeks damages in an unspecified amount.
Irish Data Protection Commission Inquiry Regarding Tinder’s Practices On February 3, 2020, we received a letter from the Irish Data Protection Commission (the “DPC”) notifying us that the DPC had commenced an inquiry examining Tinder’s compliance with the EU’s General Data Protection Regulation (“GDPR”), focusing on Tinder’s processes for handling access and deletion requests and Tinder’s user data retention policies.
Irish Data Protection Commission Inquiry Regarding Tinder’s Practices On February 3, 2020, we received a letter from the Irish Data Protection Commission (the “DPC”) notifying us that the DPC had commenced an inquiry examining Tinder’s compliance with GDPR, focusing on Tinder’s processes for handling access and deletion requests and Tinder’s user data retention policies.
The litigation matters described below involve issues or claims that may be of particular interest to our stockholders, regardless of whether any of these matters may be material to our financial position or operations based upon the standard set forth in the SEC’s rules.
The amounts that may be recovered in such matters may be subject to insurance coverage. The litigation matters described below involve issues or claims that may be of particular interest to our stockholders, regardless of whether any of these matters may be material to our financial position or operations based upon the standard set forth in the SEC’s rules.
On July 15, 2024, the court granted Plaintiff’s motion to certify a class based upon California Tinder Plus and Tinder Gold subscribers age 29 and over. On January 17, 2025, the court denied our motion to compel the class and the plaintiff to arbitration. We filed a Notice of Appeal on January 24, 2025.
On July 15, 2024, the court granted Plaintiff’s motion to certify a class based upon California Tinder Plus and Tinder Gold subscribers age 29 and over. On January 17, 2025, the court denied our motion to compel the class and the plaintiff to arbitration.
Meslage Securities Class Action On November 25, 2024, a Match Group shareholder filed a complaint in federal district court in California against Match Group, Inc., its Chief Executive Officer, and its President and Chief Financial Officer seeking to recover unspecified monetary damages on behalf of a class of acquirers of Match Group securities between May 2, 2023 and November 6, 2024.
Meslage Securities Class Action And Related Derivative Actions On November 25, 2024, a Match Group stockholder filed a complaint in the Central District of California against Match Group, Inc., its Chief Executive Officer, and its President and Chief Financial Officer seeking to recover unspecified monetary damages on behalf of a putative class of acquirers of Match Group securities between May 2, 2023 and November 6, 2024.
The complaint alleges that Match Group materially understated the challenges affecting its Tinder business and, as a result, understated the risk that Tinder's monthly active user count would not recover by the time the Company reported its financial results for the third fiscal quarter of 2024.
The complaint alleges that Match Group materially understated the challenges affecting its Tinder business and, as a result, understated the risk that Tinder's monthly active user count would not recover by the time the Company reported its financial results for the third fiscal quarter of 2024. On July 24, 2025, the court appointed Evan Weisz as the lead plaintiff.
We believe that we have strong defenses to the allegations in this lawsuit and will defend vigorously against them. Netherlands Privacy Class Action On December 17, 2024, a writ of summons was filed against MTCH Technologies Services Limited, an indirect subsidiary of the Company, and Match Group, Inc. in the District Court of Amsterdam.
Netherlands Privacy Class Action On December 17, 2024, a writ of summons was filed against MTCH Technologies Services Limited, an indirect subsidiary of the Company, and Match Group, Inc. in the District Court of Amsterdam.
We believe we have strong defenses to the allegations in this lawsuit and the appeal and will defend vigorously against them.
We believe we have strong defenses to any allegations of wrongdoing and intend to defend vigorously against them.
The lawsuit purports to represent a class of Dutch Tinder users from May 25, 2018 until the court’s final judgment and seeks monetary damages and injunctive relief. We believe that we have strong defenses to the allegations and will defend vigorously against them. Item 4. Mine Safety Disclosure Not applicable. 31 Table of Contents PART II
We believe that we have strong defenses to the allegations and will defend vigorously against them. Item 4. Mine Safety Disclosure Not applicable. 36 Table of Contents PART II
On December 10, 2024, the court granted our motion to compel arbitration and stayed the case pending arbitration. We believe that we have strong defenses to the allegations in this lawsuit and will defend vigorously against them.
On September 9, 2025, the court dismissed the Habedus derivative action with prejudice as to all defendants. As to the remaining derivative actions, we believe that we have strong defenses to the allegations and will defend vigorously against them.
Removed
Pursuant to the Transaction Agreement entered into in connection with our separation from IAC/InterActiveCorp, now known as IAC Inc.
Added
We filed a Notice of Appeal on January 24, 2025, and on April 18, 2025, the court stayed the case pending our appeal. On September 10, 2025, the parties agreed to settle the case on a class-wide basis for a payment of $60.5 million, and on January 13, 2026, the court preliminarily approved the settlement agreement.
Removed
(“IAC”), we have agreed to indemnify IAC for matters relating to any business of Former Match Group, including indemnifying IAC for costs related to the matters described below other than the matter described under the heading “Newman Derivative and Stockholder Class Action Regarding Separation Transaction”.
Added
The settlement amount was placed into escrow in January 2026, pending the final court approval.
Removed
The official names of legal proceedings in the descriptions below (shown in italics) reflect the original names of the parties when the proceedings were filed as opposed to the current names of the parties following the separation of Match Group and IAC.
Added
On September 22, 2025, the plaintiff voluntarily dismissed without prejudice the Meslage putative class action as to all defendants.
Removed
We believe that we have strong defenses to the allegations in the Candelore lawsuit and will continue to defend vigorously against it. FTC Lawsuit Against Former Match Group On September 25, 2019, the United States Federal Trade Commission (the “FTC”) filed a lawsuit in federal district court in Texas against the company formerly known as Match Group (“Former Match Group”).
Added
In addition, in December 2024, purported Match Group stockholders filed two derivative complaints in the Central District of California (nominally on behalf of the Company) against certain of Match Group, Inc.’s current and former executive officers and members of its board of directors, alleging violations of the federal securities laws and breach of fiduciary duty stemming from the same or similar purported misrepresentations as the securities class action.
Removed
See FTC v. Match Group, Inc. , No. 3:19:cv-02281-K (Northern District of Texas).
Added
See Hollin v. Kim, et al. , No. 2:24-CV-10776 (Central District of California), and Roy v Kim, et al. , No. 2:24-cv-11007 (Central District of California). In August 2025, a third derivative complaint was filed in the Central District of California alleging similar causes of action. See Habedus v. Kim, et al. , No. 2:25-cv-07171 (Central District of California).
Removed
The complaint alleges that, prior to mid-2018, for marketing purposes Match.com notified non-paying users that other users were attempting to communicate with them, even though Match.com had identified those subscriber accounts as potentially fraudulent, thereby inducing non-paying users to subscribe and exposing them to the risk of fraud should they subscribe.
Added
The lawsuit purports to 35 Table of Contents represent a class of Dutch Tinder users from May 25, 2018 until the court’s final judgment and seeks monetary damages and injunctive relief. On May 7, 2025, we filed a motion contesting jurisdiction, and the plaintiff filed an opposition on June 18, 2025.
Removed
The complaint also challenges the adequacy of Match.com’s disclosure of the terms of its six-month guarantee, the efficacy of its cancellation process, and its handling of chargeback disputes. The complaint seeks, 29 Table of Contents among other things, permanent injunctive relief, civil penalties, restitution, disgorgement, and costs of suit.
Removed
On March 24, 2022, the court granted our motion to dismiss with prejudice on Claims I and II of the complaint relating to communication notifications and granted our motion to dismiss with respect to all requests for monetary damages on Claims III and IV relating to the guarantee offer and chargeback policy.
Removed
On July 19, 2022, the FTC filed an amended complaint adding Match Group, LLC as a defendant. On September 11, 2023, both parties filed motions for summary judgment. The case is set for trial in June 2025.
Removed
We believe we have strong defenses to the FTC’s claims regarding Match.com’s practices, policies, and procedures and will continue to defend vigorously against them.
Removed
Newman Derivative and Stockholder Class Action Regarding Separation Transaction On June 24, 2020, a Former Match Group shareholder filed a complaint in the Delaware Court of Chancery against Former Match Group and its board of directors, as well as Match Group, IAC Holdings, Inc., and Barry Diller seeking to recover unspecified monetary damages on behalf of the Company and directly as a result of his ownership of Former Match Group stock in relation to the separation of Former Match Group from its former majority shareholder, Match Group.
Removed
See David Newman et al. v. IAC/Interactive Corp. et al. , C.A. No. 2020-0505-MTZ (Delaware Court of Chancery). The complaint alleges that that the special committee established by Former Match Group’s board of directors to negotiate with Match Group regarding the separation transaction was not sufficiently independent of control from Match Group and Mr.
Removed
Diller and that Former Match Group board members failed to adequately protect Former Match Group’s interest in negotiating the separation transaction, which resulted in a transaction that was unfair to Former Match Group and its shareholders. On January 21, 2021, the case was consolidated with other shareholder actions, and an amended complaint was filed on April 14, 2021.
Removed
See In Re Match Group, Inc. Derivative Litigation , Consolidated C.A. No. 2020-0505-MTZ (Delaware Court of Chancery). On September 1, 2022, the court granted defendants’ motion to dismiss with prejudice.
Removed
On October 3, 2022, plaintiffs filed an amended notice of appeal with the Delaware Supreme Court, and on April 4, 2024, the Delaware Supreme Court reversed and remanded the Chancery Court’s dismissal, except for the Chancery Court’s dismissal of derivative claims, which the Supreme Court affirmed.
Removed
Bardaji Securities Class Action On March 6, 2023, a Match Group shareholder filed a complaint in federal district court in Delaware against Match Group, Inc., its Chief Executive Officer, its former Chief Executive Officer, and its President and Chief Financial Officer seeking to recover unspecified monetary damages on behalf of a class of acquirers of Match Group securities between November 3, 2021 and January 31, 2023.
Removed
See Leopold Riola Bardaji v. Match Group, Inc. et al , No. 1:23-cv-00245-UNA (District of Delaware).
Removed
The complaint alleged that Match Group, Inc. misrepresented and/or failed to disclose that its Tinder business was not effectively executing on its new product initiatives; as a result, Tinder was not on track to deliver its planned product initiatives in 2022; and therefore, Match Group, Inc.’s statements about its Tinder’s business, product initiatives, operations, and prospects lacked a reasonable basis.
Removed
On July 24, 2023, lead plaintiff Northern California Pipe Trades Trust Funds 30 Table of Contents filed an amended complaint. The amended complaint added allegations regarding misrepresentations relating to Match Group's acquisition of Hyperconnect and the business' subsequent integration and performance.
Removed
On September 20, 2023, defendants filed a motion to dismiss, which the court granted without prejudice on July 12, 2024. On August 12, 2024, plaintiff filed another amended complaint, and defendants filed a motion to dismiss on September 18, 2024. On January 30, 2025, Plaintiff agreed to dismiss the complaint with prejudice, without receiving any compensation.
Removed
Oksayan Class Action On February 14, 2024, a putative class action lawsuit was filed against Match Group, Inc. in the Northern District of California by six plaintiffs from California, New York, Georgia, and Florida.
Removed
Among other things, Plaintiffs allege that the Tinder, Hinge, and The League apps are designed to be "addictive" in violation of various consumer protection, product liability, negligence, and other laws. Plaintiffs claim that these services’ business models and features addict unsuspecting users, leading to increased depression, loneliness, among other things.
Removed
Plaintiffs further allege that Tinder, Hinge, and The League failed to warn them of the risks of addiction and that the apps are engaging in fraudulent business practices by marketing their apps in a misleading way. Plaintiffs seek monetary damages, as well as injunctive relief (implementing warnings, discontinuing certain marketing campaigns, providing resources).
Removed
On June 10, 2024, plaintiffs filed an amended complaint, and on July 22, 2024, we filed a motion to compel plaintiffs’ claims to arbitration. Plaintiffs filed a second amended complaint on August 12, 2024, and we filed a motion to compel arbitration on September 18, 2024.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+4 added1 removed2 unchanged
Biggest changeCommon Stock Among Match Group, Inc., the NASDAQ Composite Index, the Russell 1000 Technology Index, and the S&P 500 Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Match Group, Inc. $100.00 $184.13 $161.06 $50.53 $44.45 $39.84 NASDAQ Composite Index $100.00 $145.05 $177.27 $119.63 $173.11 $224.34 Russell 1000 Technology Index $100.00 $146.70 $201.23 $131.58 $219.59 $303.40 S&P 500 Index $100.00 $118.39 $152.34 $124.73 $157.48 $196.85 32 Table of Contents Issuer Purchases of Equity Securities The following table sets forth purchases by the Company of its common stock during the quarter ended December 31, 2024: Period (a) Total Number of Shares Purchased (b) Average Price Paid Per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) (d) Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs October 2024 2,854,513 $ 37.50 2,854,513 $ 257,326,311 (2) November 2024 276,966 $ 36.11 276,966 247,326,347 (2) December 2024 $ 1,747,326,347 (3) Total 3,131,479 $ 37.38 3,131,479 $ 1,747,326,347 (3) ______________________ (1) Reflects repurchases made pursuant to the $1.0 billion share repurchase program authorized in January 2024 (the “January 2024 Share Repurchase Program”).
Biggest changeCommon Stock Among Match Group, Inc., the NASDAQ Composite Index, the Russell 1000 Technology Index, and the S&P 500 Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Match Group, Inc. $100.00 $87.47 $27.44 $24.14 $21.64 $21.86 NASDAQ Composite Index $100.00 $122.21 $82.48 $119.35 $154.67 $187.42 Russell 1000 Technology Index $100.00 $137.17 $89.69 $149.68 $206.81 $263.67 S&P 500 Index $100.00 $128.68 $105.36 $133.03 $166.28 $195.98 Issuer Purchases of Equity Securities The following table sets forth purchases by the Company of its common stock during the quarter ended December 31, 2025 : Period (a) Total Number of Shares Purchased (b) Average Price Paid Per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) October 1-31, 2025 3,028,252 $ 33.02 3,028,252 $ 1,097,421,068 November 1-30, 2025 3,192,330 $ 32.58 3,192,330 993,422,833 December 1-31, 2025 1,032,525 $ 33.81 1,032,525 958,515,853 Total 7,253,107 $ 32.94 7,253,107 $ 958,515,853 ______________________ (1) Reflects repurchases made pursuant to the $1.5 billion share repurchase program authorized in December 2024 (the “December 2024 Share Repurchase Program”).
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for Registrant’s Common Equity and Related Stockholder Matters Our common stock is quoted on the Nasdaq Global Select Market (“NASDAQ”) under the ticker symbol “MTCH.” As of January 31, 2025, there were 878 holders of record of the Company’s common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for Registrant’s Common Equity and Related Stockholder Matters Our common stock is quoted on the Nasdaq Global Select Market (“NASDAQ”) under the ticker symbol “MTCH.” As of January 31, 2026, there were 806 holders of record of the Company’s common stock.
Stock Performance Graph The following graph compares the cumulative total return (assuming dividend reinvestment, as applicable) of Match Group common stock (including such cumulative total return of Former Match Group common stock for the period prior to, and adjusted for, the separation of Match Group and IAC), the NASDAQ Composite index, the Russell 1000 Technology Index, and the Standard & Poor’s 500 Stock Index, in each case, based on $100 invested at the close of trading on December 31, 2019 through December 31, 2024.
See Note 7—Shareholders’ Equity in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K for additional information regarding dividends. 37 Table of Contents Stock Performance Graph The following graph compares the cumulative total return (assuming dividend reinvestment, as applicable) of Match Group common stock, the NASDAQ Composite index, the Russell 1000 Technology Index, and the Standard & Poor’s 500 Stock Index, in each case, based on $100 invested at the close of trading on December 31, 2020 through December 31, 2025.
The timing and actual number of any shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. The Company is not obligated to purchase any shares under the repurchase programs, and repurchases may be commenced, suspended or discontinued from time to time without prior notice. Item 6.
The Company is not obligated to purchase any shares under the repurchase program, and repurchases may be commenced, suspended or discontinued from time to time without prior notice. Item 6. Reserved Not applicable. 39 Table of Contents
(2) Represents the aggregate value of shares of common stock that remained available for repurchase pursuant to the January 2024 Share Repurchase Program. (3) Represents the aggregate value of shares of common stock that remained available for repurchase pursuant to the January and December 2024 Share Repurchase Programs, collectively.
(2) Represents the aggregate value of shares of common stock that remained available for repurchase pursuant to the December 2024 Share Repurchase Program. The timing and actual number of any 38 Table of Contents shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities.
Removed
On December 10, 2024, the Board of Directors of the Company approved a new share repurchase program of up to $1.5 billion in aggregate value of shares of Match Group stock (the “December 2024 Share Repurchase Program”). The December 2024 Share Repurchase Program will take effect when the January 2024 Share Repurchase Program is exhausted.
Added
Dividends Beginning in January 2025, we paid a quarterly cash dividend of $0.19 per share of outstanding common stock to stockholders of record. During the year ended December 31, 2025, total dividend payments were $186.3 million .
Added
On February 3, 2026, we declared a dividend of $0.20 per share of outstanding common stock, payable on April 21, 2026 to stockholders of record as of the close of business on April 7, 2026.
Added
Subject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on our outstanding common stock.
Added
The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

2 edited+0 added0 removed0 unchanged
Biggest changeConsolidated Financial Statements and Supplementary Data 58 Consolidated Balance Sheet 60 Consolidated Statement of Operations 61 Consolidated Statement of Comprehensive Operations 62 Consolidated Statement of Shareholders’ Equity 63 Consolidated Statement of Cash Flows 65 Note 1—Organization 66 Note 2—Summary of Significant Accounting Policies 66 Note 3—Income Taxes 74 Note 4—Discontinued Operations 77 Note 5—Goodwill and Intangible Assets 78 Note 6—Financial Instruments 80 Note 7—Long-term Debt, net 81 Note 8—Shareholders’ Equity 87 Note 9—Accumulated Other Comprehensive Loss 88 Note 10—Earnings per Share 89 Note 11—Stock-based Compensation 90 Note 12— Segment and Geographic Information 93 Note 13—Leases 97 Note 1 4 —Commitments and Contingencies 99 Note 15—Benefit Plans 100 Note 16—Consolidated Financial Statement Details 101 Note 1 7 —Subsequent Event 102
Biggest changeConsolidated Financial Statements and Supplementary Data 62 Consolidated Balance Sheet 64 Consolidated Statement of Operations 65 Consolidated Statement of Comprehensive Operations 66 Consolidated Statement of Shareholders’ Equity 67 Consolidated Statement of Cash Flows 69 Note 1—Organization 70 Note 2—Summary of Significant Accounting Policies 70 Note 3—Income Taxes 77 Note 4—Goodwill and Intangible Assets 82 Note 5—Financial Instruments 83 Note 6—Long-term Debt, net 85 Note 7—Shareholders’ Equity 92 Note 8—Accumulated Other Comprehensive Loss 93 Note 9—Earnings per Share 93 Note 10—Stock-based Compensation 94 Note 11—Segment and Geographic Information 97 Note 12—Leases 101 Note 13—Commitments and Contingencies 102 Note 14—Benefit Plans 104 Note 15—Consolidated Financial Statement Details 104 Note 16—Subsequent Event 106
Item 6. Reserved 33 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 57 Item 8.
Item 6. Reserved 38 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 39 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 61 Item 8.

Item 7. Management's Discussion & Analysis

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

95 edited+36 added56 removed47 unchanged
Biggest changeWe believe that intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization and impairment charges of intangible assets or goodwill, if applicable, are not ongoing costs of doing business. 46 Table of Contents The following table reconciles operating income (loss) to Adjusted Operating Income (Loss) for the Company’s reportable segments and at a consolidated level: Year Ended December 31, 2024 Operating Income (Loss) Stock-based Compensation Depreciation Impairments and Amortization of Intangibles Adjusted Operating Income (Loss) (In thousands) Tinder $ 889,222 $ 90,141 $ 37,660 $ $ 1,017,023 Hinge 121,482 42,673 2,323 166,478 Evergreen & Emerging 66,088 54,922 21,732 27,676 170,418 MG Asia (32,345) 25,818 20,834 46,499 60,806 Corporate and unallocated costs (221,135) 53,827 4,950 (162,358) Total $ 823,312 $ 267,381 $ 87,499 $ 74,175 $ 1,252,367 Year Ended December 31, 2023 Operating Income (Loss) Stock-based Compensation Depreciation Amortization of Intangibles Adjusted Operating Income (Loss) (In thousands) Tinder $ 955,519 $ 68,644 $ 25,197 $ $ 1,049,360 Hinge 74,261 31,459 1,926 107,646 Evergreen & Emerging 82,460 50,268 18,732 12,336 163,796 MG Asia (8,675) 23,399 11,671 35,395 61,790 Corporate and unallocated costs (186,669) 58,329 4,281 (124,059) Total $ 916,896 $ 232,099 $ 61,807 $ 47,731 $ 1,258,533 Year Ended December 31, 2022 Operating Income (Loss) Stock-based Compensation Depreciation Impairments and Amortization of Intangibles Adjusted Operating Income (Loss) (In thousands) Tinder $ 956,470 $ 56,085 $ 15,328 $ $ 1,027,883 Hinge 78,723 10,794 1,631 91,148 Evergreen & Emerging 35,879 52,498 17,971 53,369 159,717 MG Asia (312,027) 28,294 5,277 312,888 34,432 Corporate and unallocated costs (244,040) 56,209 3,387 (184,444) Total $ 515,005 $ 203,880 $ 43,594 $ 366,257 $ 1,128,736 47 Table of Contents Effects of Changes in Foreign Exchange Rates on Revenue The impact of foreign exchange rates on the Company, due to its global reach, may be an important factor in understanding period over period comparisons if movement in exchange rates is significant.
Biggest changeWe believe that intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization and impairment charges of intangible assets or goodwill, if applicable, are not ongoing costs of doing business. 52 Table of Contents The following tables reconcile net income attributable to Match Group, Inc. shareholders to Adjusted EBITDA for the Company’s reportable segments and at a consolidated level: Year Ended December 31, 2025 Tinder Hinge E&E MG Asia Corporate & unallocated costs Total Match Group (In thousands) Net income attributable to Match Group, Inc. shareholders $ 613,446 Add back: Net income attributable to redeemable noncontrolling interests a 15 Income tax provision a 132,542 Other income, net a (21,025) Interest expense a 147,551 Operating income (loss) $ 832,638 $ 166,286 $ 63,266 $ 6,258 $ (195,919) $ 872,529 Stock-based compensation expense 89,586 56,279 38,548 21,052 52,737 258,202 Depreciation 19,127 3,934 24,252 14,887 4,912 67,112 Amortization of intangibles 14,370 24,178 38,548 Adjusted EBITDA $ 941,351 $ 226,499 $ 140,436 $ 66,375 $ (138,270) $ 1,236,391 Year Ended December 31, 2024 Tinder Hinge E&E MG Asia Corporate & unallocated costs Total Match Group (In thousands) Net income attributable to Match Group, Inc. shareholders $ 551,276 Add back: Net income attributable to redeemable noncontrolling interests a 37 Income tax provision a 152,743 Other income, net a (40,815) Interest expense a 160,071 Operating income (loss) $ 889,222 $ 121,482 $ 66,088 $ (32,345) $ (221,135) $ 823,312 Stock-based compensation expense 90,141 42,673 54,922 25,818 53,827 267,381 Depreciation 37,660 2,323 21,732 20,834 4,950 87,499 Impairments and amortization of intangibles 27,676 46,499 74,175 Adjusted EBITDA $ 1,017,023 $ 166,478 $ 170,418 $ 60,806 $ (162,358) $ 1,252,367 53 Table of Contents Year Ended December 31, 2023 Tinder Hinge E&E MG Asia Corporate & unallocated costs Total Match Group (In thousands) Net income attributable to Match Group, Inc. shareholders $ 651,539 Add back: Net loss attributable to redeemable noncontrolling interests a (67) Income tax provision a 125,309 Other income, net a (19,772) Interest expense a 159,887 Operating income (loss) $ 955,519 $ 74,261 $ 82,460 $ (8,675) $ (186,669) $ 916,896 Stock-based compensation expense 68,644 31,459 50,268 23,399 58,329 232,099 Depreciation 25,197 1,926 18,732 11,671 4,281 61,807 Amortization of intangibles 12,336 35,395 47,731 Adjusted EBITDA $ 1,049,360 $ 107,646 $ 163,796 $ 61,790 $ (124,059) $ 1,258,533 ______________________ (a) Management does not allocate these items to segments. 54 Table of Contents Effects of Changes in Foreign Exchange Rates on Revenue The impact of foreign exchange rates on the Company, due to its global reach, may be an important factor in understanding period over period comparisons if movement in exchange rates is significant.
These decreases in cash were partially offset by an increase from other assets of $25.3 million, primarily related to amortization of certain assets, and an increase in income taxes payable of $22.2 million due to the timing of tax payments.
These decreases in cash were partially offset by an increase from other assets of $25.3 million, primarily related to amortization of certain assets, and an increase from income taxes payable of $22.2 million due to the timing of tax payments.
Recoverability and Estimated Useful Lives of Definite-lived Intangible Assets We review the carrying value of all definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
Recoverability and Estimated Useful Lives of Definite-lived Intangible Assets We review the carrying value of all definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable.
Liquidity and Capital Resources The Company’s principal sources of liquidity are its cash and cash equivalents as well as cash flows generated from operations. At December 31, 2024, $499.4 million was available under the Credit Facility. The Company has various obligations related to long-term debt instruments and operating leases.
Liquidity and Capital Resources The Company’s principal sources of liquidity are its cash and cash equivalents as well as cash flows generated from operations. At December 31, 2025 , $499.4 million was available under the Credit Facility. The Company has various obligations related to long-term debt instruments and operating leases.
At December 31, 2024, $450 million aggregate principal amount was outstanding. 4.625% Senior Notes - MG Holdings II’s 4.625% Senior Notes due June 1, 2028, with interest payable each June 1 and December 1, which were issued on May 19, 2020.
At December 31, 2025 , $450 million aggregate principal amount was outstanding. 4.625% Senior Notes - MG Holdings II’s 4.625% Senior Notes due June 1, 2028, with interest payable each June 1 and December 1, which were issued on May 19, 2020.
At December 31, 2024, $350 million aggregate principal amount was outstanding. 4.125% Senior Notes - MG Holdings II’s 4.125% Senior Notes due August 1, 2030, with interest payable each February 1 and August 1, which were issued on February 11, 2020.
At December 31, 2025 , $350 million aggregate principal amount was outstanding. 4.125% Senior Notes - MG Holdings II’s 4.125% Senior Notes due August 1, 2030, with interest payable each February 1 and August 1, which were issued on February 11, 2020.
At December 31, 2024, $500 million aggregate principal amount was outstanding. 3.625% Senior Notes - MG Holdings II’s 3.625% Senior Notes due October 1, 2031, with interest payable each April 1 and October 1, which were issued on October 4, 2021.
At December 31, 2025 , $500 million aggregate principal amount was outstanding. 3.625% Senior Notes - MG Holdings II’s 3.625% Senior Notes due October 1, 2031, with interest payable each April 1 and October 1, which were issued on October 4, 2021.
The value of RSUs is expensed as stock-based compensation expense over the applicable vesting term. For PSU awards, the expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-based compensation over the vesting term if the performance targets are considered probable of being achieved.
For PSU awards, the expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock- based compensation over the vesting term if the performance targets are considered probable of being achieved.
At December 31, 2024, $500 million aggregate principal amount was outstanding. 5.625% Senior Notes - MG Holdings II’s 5.625% Senior Notes due February 15, 2029, with interest payable each February 15 and August 15, which were issued on February 15, 2019.
At December 31, 2025 , $500 million aggregate principal amount was outstanding. 5.625% Senior Notes - MG Holdings II’s 5.625% Senior Notes due February 15, 2029, with interest payable each February 15 and August 15, which were issued on February 15, 2019.
Recoverability of Goodwill and Indefinite-Lived Intangible Assets Goodwill is the Company’s largest asset with a carrying value of $2.3 billion at each of December 31, 2024 and 2023, representing 52% of the Company’s total assets on both dates.
Recoverability of Goodwill and Indefinite-Lived Intangible Assets Goodwill is the Company’s largest asset with a carrying value of $2.3 billion at each of December 31, 2025 and 2024 , representing 52% of the Company’s total assets on both dates.
Adjusted Operating Income is among the primary metrics by which we evaluate the performance of our business, on which our internal budget is based, and by which management is compensated. Revenue excluding foreign exchange effects provides a comparable framework for assessing how our business performed without the effect of exchange rate differences when compared to prior periods.
Adjusted EBITDA is among the primary metrics by which we evaluate the performance of our business, on which our internal budget is based, and by which management is compensated. Revenue excluding foreign exchange effects provides a comparable framework for assessing how our business performed without the effect of exchange rate differences when compared to prior periods.
During the year ended December 31, 2024, the Company reclassified certain indefinite-lived intangible assets with a carrying value of $47.2 million to the definite-lived intangible asset category because these assets were no longer considered to have an indefinite life.
During the year ended December 31, 2024, the Company reclassified certain indefinite-lived intangible assets with a carrying value of $47.2 million to the definite-lived intangible asset category because these assets were no longer considered to have an indefinite life. No such assets were identified during the year ended December 31, 2025.
Revenues from the Evergreen brands have declined in recent years, while Emerging brands are in the early stages of growth and in many cases are relying on marketing to increase the size of their user base.
Revenues from the Evergreen brands have declined in recent years, while Emerging brands have experienced growth and in many cases are relying on marketing to increase the size of their user base.
At December 31, 2024, there was $0.6 million outstanding in letters of credit and $499.4 million of availability under the Credit Facility. Term Loan - The term loan facility under the credit agreement of MG Holdings II.
At December 31, 2025 , there was $0.6 million outstanding in letters of credit and $499.4 million of availability under the Credit Facility. Term Loan - The former term loan facility under the credit agreement of MG Holdings II.
Net cash used in investing activities attributable to continuing operations in 2024 consists primarily of capital expenditures of $50.6 million that are primarily related to internal development of software and purchases of computer hardware.
Net cash used in investing activities in 2024 consists primarily of capital expenditures of $50.6 million that are primarily related to internal development of software and purchases of computer hardware.
Under both the January and December Share Repurchase Programs, shares of our common stock may be purchased on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans.
Under the December 2024 Share Repurchase Program, shares of our common stock may be purchased on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans.
Additional financing may not be available on terms favorable to the Company or at all. 52 Table of Contents CRITICAL ACCOUNTING POLICIES AND ESTIMATES The following disclosure is provided to supplement the descriptions of Match Group’s accounting policies contained in “Note 2—Summary of Significant Accounting Policies” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data” in regard to significant areas of judgment.
Additional financing may not be available on terms favorable to the Company or at all. 58 Table of Contents CRITICAL ACCOUNTING POLICIES AND ESTIMATES The following disclosure is provided to supplement the descriptions of Match Group’s accounting policies contained in Note 2—Summary of Significant Accounting Policies to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data” in regard to significant areas of judgment.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Key Terms: Operating and financial metrics: Tinder consists of the world-wide activity of the brand Tinder ® . Hinge consists of the world-wide activity of the brand Hinge ® . Evergreen & Emerging (“E&E”) consists of the world-wide activity of our Evergreen brands, which include Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands, and our Emerging brands, which include BLK®, Chispa™, The League®, Archer®, Upward®, Yuzu™, and other smaller brands. Match Group Asia (“MG Asia”) consists of the world-wide activity of the brands primarily focused on Asia and the Middle East, including Pairs™ and Azar®, which has expanded into Europe and the U.S. Corporate and unallocated costs includes 1) corporate expenses (such as executive management, investor relations, corporate development, and board of directors and public company listing fees), 2) portions of corporate services (such as legal, human resources, accounting, and tax), and 3) certain centrally managed services and technology that have not been allocated to the individual business segments (such as central trust and safety operations and certain shared software). Direct Revenue is revenue that is received directly from end users of our services and includes both subscription and à la carte revenue. Indirect Revenue is revenue that is not received directly from an end user of our services, substantially all of which is advertising revenue. Payers are unique users at a brand level in a given month from whom we earned Direct Revenue.
Key Terms: Operating and financial metrics: Tinder consists of the world-wide activity of the brand Tinder®. Hinge consists of the world-wide activity of the brand Hinge®. Evergreen & Emerging (“E&E”) consists of the world-wide activity of our Evergreen brands, including Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands, and our Emerging brands, including BLK®, Chispa™, The League®, Archer®, Upward®, Yuzu™, Salams®, HER™, and other smaller brands. Match Group Asia (“MG Asia”) consists of the world-wide activity of the brands Pairs™ and Azar®. Corporate and unallocated costs includes 1) corporate expenses (such as executive management, investor relations, corporate development, board of directors, and public company listing fees), 2) portions of corporate services (such as legal, human resources, accounting, and tax), and 3) certain centrally managed services and technology that have not been allocated to the individual business segments (such as central trust and safety operations and certain shared software). Direct Revenue is revenue that is received directly from end users of our services and includes both subscription and à la carte revenue. Indirect Revenue is revenue that is not received directly from an end user of our services, substantially all of which is advertising revenue. Payers are unique users at a brand level in a given month from whom we earned Direct Revenue.
The carrying value 54 Table of Contents of a definite-lived intangible asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.
The carrying value of a definite-lived intangible asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group.
If we did not settle awards on a net basis and instead issued a sufficient number of shares to cover the $302.5 million employee withholding tax obligation, 8.5 million additional shares would be issued by the Company. At December 31, 2024, most of the Company’s international cash can be repatriated without significant tax consequences.
If we did not settle awards on a net basis and instead issued a sufficient number of shares to cover the $262.0 million employee withholding tax obligation, 8.4 million additional shares would be issued by the Company. At December 31, 2025 , most of the Company’s international cash can be repatriated without significant tax consequences.
See “Non-GAAP Financial Measures” for the definition of Adjusted Operating Income and a reconciliation of operating income to Adjusted Operating Income. 35 Table of Contents MANAGEMENT OVERVIEW Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to help people make meaningful connections.
See “Non-GAAP Financial Measures” below for the definition of Adjusted EBITDA and a reconciliation of net income attributable to Match Group, Inc. to Adjusted EBITDA. 42 Table of Contents MANAGEMENT OVERVIEW Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to help people make meaningful connections.
We accomplish these objectives, in part, by issuing awards denominated in the equity of our non-public subsidiaries as well as in Match Group, Inc. We further refine this approach by tailoring the terms of awards as appropriate.
We also utilize stock-based awards as part of our acquisition strategy. We accomplish these objectives, in part, by issuing awards denominated in the equity of our non-public subsidiaries as well as in Match Group, Inc. We further refine this approach by tailoring the terms of awards as appropriate.
Our international revenue represented 54% of our total revenue for both years ended December 31, 2024 and 2023. We vary our pricing to align with local market conditions and our international businesses typically earn revenue in local currencies.
Our international revenue represented 56% and 54% of our total revenue for the years ended December 31, 2025 and 2024 , respectively. We vary our pricing to align with local market conditions and our international businesses typically earn revenue in local currencies.
Indefinite-lived intangible assets, which consist of certain of the Company’s acquired trade names and trademarks, have a carrying value of $96.9 million and $183.1 million at December 31, 2024 and 2023, respectively.
Indefinite-lived intangible assets, which consist of certain of the Company’s acquired trade names and trademarks, have a carrying value of $105.6 million and $96.9 million at December 31, 2025 and 2024 , respectively.
Our services are available in over 40 languages to our users all over the world. We manage our portfolio of brands in four business units: Tinder, Hinge, Evergreen and Emerging, and Match Group Asia. As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match Group, Inc. and its subsidiaries, unless the context indicates otherwise.
We manage our portfolio of brands in four business units: Tinder, Hinge, Evergreen and Emerging, and Match Group Asia. As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match Group, Inc. and its subsidiaries, unless the context indicates otherwise.
Recent Accounting Pronouncements For a discussion of recent accounting pronouncements, see “Note 2—Summary of Significant Accounting Policies” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.” 56 Table of Contents
Recent Accounting Pronouncements For a discussion of recent accounting pronouncements, see Note 2—Summary of Significant Accounting Policies to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.” 61 Table of Contents
In connection with the annual impairment assessment, the Company reviews the useful lives for intangible assets and whether events or changes in circumstances indicate that an indefinite life may no longer be appropriate.
For assets with remaining cash flows, the Company conducted discounted cash flow valuations. In connection with the annual impairment assessment, the Company reviews the useful lives for intangible assets and whether events or changes in circumstances indicate that an indefinite life may no longer be appropriate.
Non-Cash Expenses That Are Excluded From Adjusted Operating Income Stock-based compensation expense consists principally of expense associated with the grants of restricted stock units (“RSUs”), performance-based RSUs, and market-based awards.
Non-Cash Expenses That Are Excluded From Adjusted EBITDA Stock-based compensation expense consists principally of expense associated with the grants of RSUs, performance-based RSUs, and market-based awards.
The Company performed a qualitative impairment assessment as of October 1, 2024 and concluded that it was more likely than not that the fair values of our indefinite-lived intangible assets exceeded the carrying values.
The Company performed a qualitative impairment assessment for certain indefinite-lived assets as of October 1, 2025 and concluded that it was more likely than not that the fair values of those indefinite-lived intangible assets exceeded their carrying values.
For additional information on long-term debt, including maturity dates and interest rates, see “Note 7—Long-term Debt, net” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.” For additional information on the operating leases, including a schedule of obligations by year, see “Note 13—Leases” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.” The Company believes it has sufficient cash flows from operations to satisfy these future obligations.
For additional information on long-term debt, including maturity dates and interest rates, see Note 6—Long-term Debt, net to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.” For additional information on the operating leases, including a schedule of obligations by 57 Table of Contents year, see Note 12—Leases to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.” The Company believes it has sufficient cash flows from operations to satisfy these future obligations.
We spend advertising dollars against an expected lifetime value of a Payer that is realized over a multi-year period. While this advertising spend is intended to be profitable on that basis, it is nearly always negative during the period in which the expense is incurred.
Our data-driven approach provides us the flexibility to scale and optimize our advertising spend. We spend advertising dollars against an expected lifetime value of a Payer that is realized over a multi- year period. While this advertising spend is intended to be profitable on that basis, it is nearly always negative during the period in which the expense is incurred.
On December 10, 2024, the Board of Directors authorized a new repurchase program of up to $1.5 billion in aggregate value of shares of Match Group common stock (the “December Share Repurchase Program”).
On December 10, 2024, the Board of Directors authorized a new repurchase program of up to $1.5 billion in aggregate value of shares of Match Group common stock (the “December 2024 Share Repurchase Program”). The December 2024 Share Repurchase Program took effect when the January 2024 Share Repurchase Program was exhausted in April 2025.
The decrease in cash from changes in working capital primarily consists of a decrease in deferred revenue of $43.1 million as weekly subscriptions have increased and an increase in accounts receivable of $29.8 million primarily related to the timing of receipts and an increase in revenue from app stores.
The decrease in cash from changes in working capital primarily consists of a decrease from deferred revenue of $43.1 million as weekly subscriptions have increased and a decrease from accounts receivable of $29.8 million primarily related to the timing of receipts and an increase in revenue from app stores, which settle more slowly compared to credit card payments from web sales.
The carrying value of definite-lived intangible assets was $118.5 million and $122.7 million, at December 31, 2024 and 2023, respectively. Income Taxes Match Group is subject to income taxes in the United States and numerous foreign jurisdictions.
The carrying value of definite-lived intangible assets was $87.3 million and $118.5 million at December 31, 2025 and 2024 , respectively. 60 Table of Contents Income Taxes Match Group is subject to income taxes in the United States and numerous foreign jurisdictions.
During the year ended December 31, 2024, in connection with our decision to terminate certain of our live streaming services and our Hakuna app, we recognized impairment charges of $1.9 million related to definite-lived intangible assets in the Match Group Asia and Evergreen & Emerging segments.
No impairments were identified during the year ended December 31, 2025. During the year ended December 31, 2024, in connection with our decision to terminate certain of our live streaming services and our Hakuna app, we recognized impairment charges of $1.9 million related to definite-lived intangible assets in the MG Asia and E&E segments.
At December 31, 2024, $575 million aggregate principal amount was outstanding. 2030 Exchangeable Notes - The 2.00% Exchangeable Senior Notes due January 15, 2030 issued by Match Group FinanceCo 3, Inc., a subsidiary of the Company, which are exchangeable into shares of the Company's common stock. Interest is payable each January 15 and July 15.
At December 31, 2025 , $424 million aggregate principal amount was outstanding and is presented as a current liability. 2030 Exchangeable Notes - The 2.00% Exchangeable Senior Notes due January 15, 2030 issued by Match Group FinanceCo 3, Inc., a subsidiary of the Company, which are exchangeable into shares of the Company's common stock.
Assuming all equity awards outstanding on January 31, 2025 were net settled at the closing price on that date, we would issue 8.5 million shares of common stock (of which 0.6 million are related to vested awards and 7.9 million are related to unvested awards) and, assuming a 50% withholding rate, would remit $302.5 million in cash for withholding taxes (of which $20.7 million is related to vested awards and $281.8 million is related to unvested awards).
Assuming all equity awards outstanding on January 31, 2026 were net settled at the closing price on that date, we would issue 8.4 million shares of common stock (of which 0.1 million are related to vested awards and 8.3 million are related to unvested awards) and, assuming a 50% withholding rate, would remit $262.0 million in cash for withholding taxes (of which $4.0 million is related to vested awards and $258.0 million is related to unvested awards).
The value of RSUs with vesting subject only to continued service is based on the fair value of Match Group common stock on the grant date. The value 55 Table of Contents of RSUs that include a market condition is based on fair value estimated using a lattice model.
The value of RSUs with vesting subject only to continued service is based on the fair value of Match Group common stock on the grant date. The value of RSUs that include a market condition is based on fair value estimated using a lattice model. The value of RSUs is expensed as stock-based compensation expense over the applicable vesting term.
Both the January and December Share Repurchase Programs may be commenced, suspended or discontinued at any time. During the year ended 51 Table of Contents December 31, 2024, we repurchased 22.2 million shares for $752.7 million under the January Share Repurchase Program. Beginning mid-January 2025, the Company settles substantially all equity awards on a net basis.
The December 2024 Share Repurchase Program may be suspended or discontinued at any time. During the year ended December 31, 2025 , we repurchased 24.7 million shares for $788.8 million under the January 2024 and December 2024 Share Repurchase Programs. Effective mid-January 2025, the Company settles substantially all equity awards on a net basis.
At December 31, 2023, the Term Loan bore interest at a term secured overnight financing rate plus an applicable adjustment (“Adjusted Term SOFR”) plus 1.75% and the then applicable rate was 7.27%. As of December 31, 2024, $425 million was outstanding under the Term Loan, which bore interest at 6.22%.
At December 31, 2024 , the Term Loan bore interest at a term secured overnight financing rate plus an applicable adjustment (“Adjusted Term SOFR”) plus 1.75% and the then applicable rate was 6.22%.
At December 31, 2024, $500 million aggregate principal amount was outstanding. 2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes due June 15, 2026 issued by Match Group FinanceCo 2, Inc., a subsidiary of the Company, which are exchangeable into shares of the Company's common stock. Interest is payable each June 15 and December 15.
As of December 31, 2025 , $700 million aggregate principal amount was outstanding. 41 Table of Contents 2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes due June 15, 2026 issued by Match Group FinanceCo 2, Inc., a subsidiary of the Company, which are exchangeable into shares of the Company's common stock.
Long-term Debt For a detailed description of long-term debt, see “Note 7—Long-term Debt, net” to the consolidated financial statements included in “Item 8.
Long-term Debt For a detailed description of long-term debt, see Note 6—Long-term Debt, net to the consolidated financial statements included in “Item 8.
Operating costs and expenses: Cost of revenue consists primarily of the amortization of in-app purchase fees, Variable Expenses (defined below), and employee compensation expense and stock-based compensation expense for personnel engaged in data center and customer care functions. Selling and marketing expense consists primarily of cost of acquisition expense, employee compensation expense, and stock-based compensation expense for personnel engaged in selling and marketing, sales support, and public relations functions. General and administrative expense consists primarily of employee compensation expense and stock-based compensation expense for personnel engaged in executive management, finance, legal, tax, and human resources, fees for professional services (including transaction-related costs for acquisitions), and facilities costs. Product development expense consists primarily of employee compensation expense and stock-based compensation expense that are not capitalized for personnel engaged in the design, development, testing, and enhancement of product offerings and related technology. In-app purchase fees consists of the amortization of in-app purchase fees, which are monies paid to Apple and Google in connection with the processing of in-app purchases of subscriptions and service features through the in-app payment systems provided by Apple and Google. 34 Table of Contents Variable Expenses consists primarily of hosting fees, credit card processing fees, and rent, energy, and bandwidth costs associated with data centers. Cost of acquisition consists primarily of advertising expenditures, including online marketing (fees paid to search engines and social media sites), offline marketing, including television and print advertising, and production of advertising content. Employee compensation expense consists primarily of compensation expense (excluding stock-based compensation expense) and other employee-related costs that are not capitalized. Stock-based compensation expense consists principally of expense associated with awards of restricted stock units (“RSUs”), performance-based RSUs, and market-based awards that is not capitalized.
Operating costs and expenses: Cost of revenue consists primarily of the amortization of in-app purchase fees, Variable Expenses (defined below), and employee compensation expense and stock-based compensation expense for personnel engaged in data center and customer care functions. Selling and marketing expense consists primarily of cost of acquisition expense, employee compensation expense, and stock-based compensation expense for personnel engaged in selling and marketing, sales support, and public relations functions. General and administrative expense consists primarily of employee compensation expense and stock- based compensation expense for personnel engaged in executive management, finance, legal, tax, and human resources, fees for professional services (including transaction-related costs for acquisitions), and facilities costs. 40 Table of Contents Product development expense consists primarily of employee compensation expense and stock-based compensation expense that are not capitalized for personnel engaged in the design, development, testing, and enhancement of product offerings and related technology. In-app purchase fees consists of the amortization of in-app purchase fees, which are monies paid to Apple and Google in connection with the processing of in-app purchases of subscriptions and service features through the in-app payment systems provided by Apple and Google.
During the third quarter ended September 30, 2024, in connection with our decision to terminate certain of our live streaming services and our Hakuna app, we recognized impairment charges of $28.7 million related to indefinite-lived intangible assets in the Match Group Asia and Evergreen & Emerging segments.
During the third quarter ended September 30, 2024, in connection with our decision to terminate certain of our live streaming services and our Hakuna app, we recognized impairment charges of $28.7 million related to indefinite-lived intangible assets in the MG Asia and E&E segments. For certain assets with no remaining cash flows, the Company fully impaired the asset.
The discount rates used in the Company’s 2023 quantitative assessments as part of the annual indefinite-lived impairment assessment ranged from 15% to 18%, and the royalty rates used ranged from 3% to 8%. If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment equal to the excess is recorded.
The discount rate used in the Company’s 2025 quantitative assessment as part of the annual indefinite-lived impairment assessment was 14% , and the royalty rate used was 6% . If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment equal to the excess is recorded.
In other cases, we condition the vesting of awards to the achievement of value targets for a specific subsidiary or the Company’s stock price; these awards are referred to as market-based awards. The Company issues RSUs and performance-based RSUs (“PSUs”).
For example, we issue certain awards with vesting conditioned on the achievement of specified performance targets such as revenue or profits; these awards are referred to as performance awards. In other cases, we condition the vesting of awards to the Company’s stock price; these awards are referred to as market-based awards. The Company issues RSUs and performance-based RSUs (“PSUs”).
If the carrying value of a reporting unit exceeds its estimated fair value, an impairment loss equal to the excess is recorded.
If the carrying value of a reporting unit exceeds its estimated fair value, an impairment loss equal to the excess is recorded. If measuring the estimated fair value of each operating unit, the Company uses a combination of an income approach and a market approach.
Under the income approach, a discounted cash flow analysis is performed with assumptions and estimates of forecast operating cash flows, including revenue growth rates, profitability margins, and discount rates, which all vary among reporting units.
Under the income approach, a discounted cash flow analysis is performed with assumptions and estimates of forecast operating cash flows, including revenue growth rates, profitability margins, and discount rates, which all vary among reporting units. The market approach utilizes the guideline public companies method and is based on revenue and income multiple data derived from publicly traded peer group companies.
We are in the middle of our multi-year process of consolidating technology platforms across various Evergreen and Emerging brands to enable faster new feature releases and to reduce the cost to maintain those platforms. MG Asia.
We are near the end of our multi-year process of consolidating technology platforms across various Evergreen and Emerging brands to enable faster new feature releases and to reduce the cost to maintain those platforms. MG Asia. Our Azar app, which provides one-to-one video chat, has a market presence primarily in the Middle East and Europe.
Net cash used in financing activities attributable to continuing operations in 2024 is primarily due to purchases of treasury stock of $752.7 million and payments of $11.4 million of withholding taxes paid on behalf of employees for net-settled stock-based awards.
Net cash used in financing activities in 2024 is primarily due to purchases of treasury stock of $752.7 million and payments of $11.4 million of withholding taxes paid on behalf of employees for net-settled stock-based awards. These uses of cash were partially offset by $13.6 million of proceeds from the issuance of common stock pursuant to stock-based awards.
Other income, net Years Ended December 31, 2024 $ Change % Change 2023 $ Change % Change 2022 (Dollars in thousands) Interest income $ 41,105 $ 14,333 54% $ 26,772 $ 22,404 513% $ 4,368 Foreign currency losses (579) 7,340 (93)% (7,919) (5,947) 302% (1,972) Other 289 (630) (69)% 919 (4,718) (84)% 5,637 Other income, net $ 40,815 $ 21,043 106% $ 19,772 $ 11,739 146% $ 8,033 Income tax provision Years Ended December 31, 2024 $ Change % Change 2023 $ Change % Change 2022 (Dollars in thousands) Income tax provision $ 152,743 $ 27,434 22% $ 125,309 $ 109,948 NM $ 15,361 Effective income tax rate 22% 16% 4% ______________________ NM = Not Meaningful For discussion of income taxes, see “Note 3—Income Taxes” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.” For the year ended December 31, 2024, the Company recorded an income tax provision from continuing operations of $152.7 million at an effective tax rate of 22%, which is higher than the statutory rate primarily due to state income taxes and nondeductible stock-based compensation, partially offset by a lower tax rate on U.S. income derived from foreign sources and research credits.
Other income, net Years Ended December 31, 2025 $ Change % Change 2024 $ Change % Change 2023 (Dollars in thousands) Interest income $ 21,935 $ (19,170) (47)% $ 41,105 $ 14,333 54% $ 26,772 Foreign currency losses (8,316) (7,737) NM (579) 7,340 (93)% (7,919) Other 7,406 7,117 NM 289 (630) (69)% 919 Other income, net $ 21,025 $ (19,790) (48)% $ 40,815 $ 21,043 106% $ 19,772 ______________________ NM = Not Meaningful Income tax provision Years Ended December 31, 2025 $ Change % Change 2024 $ Change % Change 2023 (Dollars in thousands) Income tax provision $ 132,542 $ (20,201) (13)% $ 152,743 $ 27,434 22% $ 125,309 Effective income tax rate 18% 22% 16% For discussion of income taxes, see Note 3—Income Taxes to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.” For the year ended December 31, 2025 , the Company recorded an income tax provision of $132.5 million at an effective tax rate of 18% , which is lower than the statutory rate primarily due to a lower rate on U.S. income derived from foreign sources and research credits.
While the goal is the same for each brand, the means to achieve that goal can be differentiated by how a specific brand targets their primary demographic. With users of our apps often utilizing multiple apps, our brands can often have overlap on targeted users.
While the goal is the same for each brand, the means to achieve that goal can be differentiated by how a specific brand targets their primary user demographic. With users of our apps often utilizing multiple apps, our brands can often have overlapping target users. The overall trends affecting all brands within our portfolio, include the following: In-App Purchase Fees.
Where we are required to use Apple’s or Google’s payment systems, we pay Apple and Google, as applicable, a meaningful share (generally 30% or, for subscriptions purchased on Android devices, 15%) of the revenue we receive from these transactions. Where payments on Android devices are processed through other payment systems, we are also required to pay Google a meaningful share.
Where users make in-app purchases using Apple’s or Google’s payment systems, we are required to pay Apple and Google, as applicable, a meaningful share (for subscribers, generally up to 30% on iOS and 15% on Android) of the revenue we receive from these transactions.
We believe this measure is useful to analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. The above items are excluded from our Adjusted Operating Income measure because they are non-cash in nature. Adjusted Operating Income has certain limitations because it excludes the impact of certain expenses.
We believe Adjusted EBITDA is useful to analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Adjusted EBITDA has certain limitations because it excludes certain expenses. At a segment level, the closest GAAP measure is operating income (loss) as items outside operating income (loss) are not allocated to segments.
Adjusted Operating Income Adjusted Operating Income is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements, as applicable.
Adjusted EBITDA Adjusted EBITDA is defined as net income attributable to Match Group, Inc. shareholders excluding: (1) net income or loss attributable to noncontrolling interests; (2) income tax provision or benefit; (3) other income (expense), net; (4) interest expense; (5) depreciation; (6) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in fair value of contingent consideration arrangements, as applicable; and (7) stock-based compensation expense.
Consolidated Financial Statements and Supplementary Data.” 49 Table of Contents Cash Flow Information In summary, the Company’s cash flows from continuing operations are as follows: Years ended December 31, 2024 2023 2022 (In thousands) Net cash provided by operating activities attributable to continuing operations $ 932,719 $ 896,791 $ 525,688 Net cash used in investing activities attributable to continuing operations (58,538) (76,581) (71,702) Net cash used in financing activities attributable to continuing operations (758,304) (534,068) (689,173) 2024 Net cash provided by operating activities attributable to continuing operations in 2024 includes adjustments to earnings consisting primarily of $267.4 million of stock-based compensation expense; $87.5 million of depreciation; $74.2 million of impairments and amortization of intangibles; deferred income taxes of $15.0 million; and other adjustments of $2.0 million, which includes amortization of deferred financing costs of $6.5 million.
Consolidated Financial Statements and Supplementary Data.” 56 Table of Contents Cash Flow Information In summary, the Company’s cash flows are as follows: Years ended December 31, 2025 2024 2023 (In thousands) Net cash provided by operating activities $ 1,080,380 $ 932,719 $ 896,791 Net cash used in investing activities (46,831) (58,538) (76,581) Net cash used in financing activities (984,894) (758,304) (534,068) 2025 Net cash provided by operating activities in 2025 includes adjustments to income consisting primarily of $258.2 million of stock-based compensation expense; $67.1 million of depreciation; $38.5 million of amortization of intangibles; and deferred income taxes of $44.9 million .
The December Share Repurchase Program will take effect when the January Share Repurchase Program, of which $247 million in aggregate value of shares of Match Group common stock remains available as of December 31, 2024, is exhausted.
Under the December 2024 Share Repurchase Program, $958.5 million in aggregate value of shares of Match Group common stock remains available for repurchase as of January 31, 2026.
The Company is continuing to monitor future developments. 45 Table of Contents NON-GAAP FINANCIAL MEASURES Match Group reports Adjusted Operating Income and Revenue excluding foreign exchange effects, both of which are supplemental measures to U.S. generally accepted accounting principles (“GAAP”).
The Company is continuing to monitor future developments, including the newly-introduced side-by-side safe harbor, which would exclude U.S.-parented multinational enterprises from the scope of certain Pillar II taxes. 51 Table of Contents NON-GAAP FINANCIAL MEASURES Match Group reports Adjusted EBITDA and Revenue excluding foreign exchange effects, both of which are supplemental measures to U.S. generally accepted accounting principles (“GAAP”).
Operating income further benefited from decreases in impairments of intangible assets of $316.1 million, partially offset by increased stock-based compensation expense primarily due to new stock-based awards granted during the year. 43 Table of Contents At December 31, 2024, there was $359.8 million of unrecognized compensation cost, net of estimated forfeitures, related to all stock-based awards, which is expected to be recognized over a weighted average period of approximately 1.8 years.
The change in operating income (loss) is primarily due to the impairments and amortization of intangible assets in 2024 related to the shutdown of the Hakuna app in the second half of the year. 49 Table of Contents At December 31, 2025 , there was $305.2 million of unrecognized compensation cost, net of estimated forfeitures, related to all stock-based awards, which is expected to be recognized over a weighted average period of approximately 1.9 years .
At December 31, 2024, based on our qualitative analysis performed, none of the Company’s remaining indefinite-lived intangible assets fair values were identified as being near their carrying value.
At December 31, 2025 and 2024, based on those indefinite-lived intangible assets for which a quantitative analyses was performed, none of the Company’s indefinite-lived intangible assets fair values were identified as being below 110% of their carrying value.
These uses of cash were partially offset by $13.6 million of proceeds from the issuance of common stock pursuant to stock-based awards. 2023 Net cash provided by operating activities attributable to continuing operations in 2023 includes adjustments to earnings consisting primarily of $232.1 million of stock-based compensation expense; $61.8 million of depreciation; $47.7 million of impairments and amortization of intangibles; deferred income taxes of $26.6 million; and other adjustments of $9.9 million, which includes amortization of deferred financing costs of $6.5 million.
These uses of cash were partially offset by proceeds from the issuance of the 6.125% Senior Notes of $700.0 million. 2024 Net cash provided by operating activities in 2024 includes adjustments to income consisting primarily of $267.4 million of stock-based compensation expense; $87.5 million of depreciation; $74.2 million of impairments and amortization of intangibles; deferred income taxes of $15.0 million; and other adjustments of $2.0 million, which includes amortization of deferred financing costs of $6.5 million.
The following tables present the impact of foreign exchange effects on total revenue and Direct Revenue by segment for the year ended December 31, 2024 compared to the year ended December 31, 2023: Years ended December 31, 2024 $ Change % Change 2023 (Dollars in thousands) Total Revenue, as reported $ 3,479,373 $ 114,869 3% $ 3,364,504 Foreign exchange effects 73,769 Total Revenue excluding foreign exchange effects $ 3,553,142 $ 188,638 6% $ 3,364,504 Tinder Direct Revenue, as reported $ 1,940,619 $ 22,990 1% $ 1,917,629 Foreign exchange effects 45,564 Tinder Direct Revenue, excluding foreign exchange effects $ 1,986,183 $ 68,554 4% $ 1,917,629 Hinge Direct Revenue, as reported $ 550,435 $ 153,950 39% $ 396,485 Foreign exchange effects (371) Hinge Direct Revenue, excluding foreign exchange effects $ 550,064 $ 153,579 39% $ 396,485 E&E Direct Revenue, as reported $ 642,988 $ (48,438) (7)% $ 691,426 Foreign exchange effects 1,462 E&E Direct Revenue, excluding foreign exchange effects $ 644,450 $ (46,976) (7)% $ 691,426 MG Asia Direct Revenue, as reported $ 283,936 $ (18,655) (6)% $ 302,591 Foreign exchange effects 26,163 MG Asia Direct Revenue, excluding foreign exchange effects $ 310,099 $ 7,508 2% $ 302,591 48 Table of Contents FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES Financial Position December 31, 2024 December 31, 2023 (In thousands) Cash and cash equivalents: United States $ 705,967 $ 647,177 All other countries 260,026 215,263 Total cash and cash equivalents 965,993 862,440 Short-term investments 4,734 6,200 Total cash and cash equivalents and short-term investments $ 970,727 $ 868,640 Long-term debt, net: Credit Facility due March 20, 2029 (a) $ $ Term Loan due February 13, 2027 425,000 425,000 5.00% Senior Notes due December 15, 2027 450,000 450,000 4.625% Senior Notes due June 1, 2028 500,000 500,000 5.625% Senior Notes due February 15, 2029 350,000 350,000 4.125% Senior Notes due August 1, 2030 500,000 500,000 3.625% Senior Notes due October 1, 2031 500,000 500,000 2026 Exchangeable Notes due June 15, 2026 575,000 575,000 2030 Exchangeable Notes due January 15, 2030 575,000 575,000 Total long-term debt 3,875,000 3,875,000 Less: Unamortized original issue discount 2,554 3,479 Less: Unamortized debt issuance costs 23,463 29,279 Total long-term debt, net $ 3,848,983 $ 3,842,242 ______________________ (a) The maturity date of the Credit Facility is the earlier of (x) March 20, 2029 and (y) the date that is 91 days prior to the maturity date of the Term Loan or the existing senior notes due 2027, 2028, or 2029, or any new indebtedness used to refinance the Term Loan or such senior notes that matures prior to the date that is 91 days after March 20, 2029, in each case if and only if at least $250 million in aggregate principal amount of such debt is outstanding on such date.
The following tables present the impact of foreign exchange effects on total revenue and Direct Revenue by segment for the year ended December 31, 2025 compared to the year ended December 31, 2024 : Years ended December 31, 2025 $ Change % Change 2024 (Dollars in thousands) Total Revenue, as reported $ 3,487,197 $ 7,824 —% $ 3,479,373 Foreign exchange effects (23,789) Total Revenue excluding foreign exchange effects $ 3,463,408 $ (15,965) —% $ 3,479,373 Tinder Direct Revenue, as reported $ 1,862,922 $ (77,697) (4)% $ 1,940,619 Foreign exchange effects (14,836) Tinder Direct Revenue, excluding foreign exchange effects $ 1,848,086 $ (92,533) (5)% $ 1,940,619 Hinge Direct Revenue, as reported $ 690,870 $ 140,435 26% $ 550,435 Foreign exchange effects (4,634) Hinge Direct Revenue, excluding foreign exchange effects $ 686,236 $ 135,801 25% $ 550,435 E&E Direct Revenue, as reported $ 593,763 $ (49,225) (8)% $ 642,988 Foreign exchange effects (6,680) E&E Direct Revenue, excluding foreign exchange effects $ 587,083 $ (55,905) (9)% $ 642,988 MG Asia Direct Revenue, as reported $ 267,322 $ (16,614) (6)% $ 283,936 Foreign exchange effects 2,523 MG Asia Direct Revenue, excluding foreign exchange effects $ 269,845 $ (14,091) (5)% $ 283,936 55 Table of Contents FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES Financial Position December 31, 2025 December 31, 2024 (In thousands) Cash and cash equivalents: United States $ 687,987 $ 705,967 All other countries 339,851 260,026 Total cash and cash equivalents 1,027,838 965,993 Short-term investments 3,461 4,734 Total cash and cash equivalents and short-term investments $ 1,031,299 $ 970,727 Long-term debt, net: Credit Facility due March 20, 2029 (a) $ $ Term Loan due February 13, 2027 425,000 5.00% Senior Notes due December 15, 2027 450,000 450,000 4.625% Senior Notes due June 1, 2028 500,000 500,000 5.625% Senior Notes due February 15, 2029 350,000 350,000 4.125% Senior Notes due August 1, 2030 500,000 500,000 3.625% Senior Notes due October 1, 2031 500,000 500,000 6.125% Senior Notes due September 15, 2033 700,000 2026 Exchangeable Notes due June 15, 2026 423,854 575,000 2030 Exchangeable Notes due January 15, 2030 575,000 575,000 Total long-term debt 3,998,854 3,875,000 Less: Current maturities of long-term debt 423,854 Less: Unamortized original issue discount 1,043 2,554 Less: Unamortized debt issuance costs 24,858 23,463 Total long-term debt, net $ 3,549,099 $ 3,848,983 ______________________ (a) The maturity date of the Credit Facility is the earlier of (x) March 20, 2029 and (y) the date that is 91 days prior to the maturity date of the existing senior notes due 2027, 2028, or 2029, or any new indebtedness used to refinance such senior notes that matures prior to the date that is 91 days after March 20, 2029, in each case if and only if at least $250 million in aggregate principal amount of such debt is outstanding on such date.
Indefinite-Lived Intangible Assets The Company has the option to qualitatively assess whether it is more likely than not that the fair values of its indefinite-lived intangible assets are less than their carrying values.
The Company performed a qualitative impairment assessment as of October 1, 2025 and 2024 and concluded that it was more likely than not that the fair values of each reporting unit exceeded their carrying values. 59 Table of Contents Indefinite-Lived Intangible Assets The Company has the option to qualitatively assess whether it is more likely than not that the fair values of its indefinite-lived intangible assets are less than their carrying values.
Consolidated Financial Statements and Supplementary Data.” Revenue Years Ended December 31, 2024 Change % Change 2023 Change % Change 2022 (Amounts in thousands, except RPP) Direct Revenue Tinder $ 1,940,619 $ 22,990 1% $ 1,917,629 $ 123,162 7% $ 1,794,467 Hinge 550,435 153,950 39% 396,485 112,817 40% 283,668 Evergreen & Emerging 642,988 (48,438) (7)% 691,426 (38,946) (5)% 730,372 MG Asia 283,936 (18,655) (6)% 302,591 (19,123) (6)% 321,714 Total Direct Revenue $ 3,417,978 $ 109,847 3% $ 3,308,131 $ 177,910 6% $ 3,130,221 Indirect Revenue 61,395 5,022 9% 56,373 (2,249) (4)% 58,622 Total Revenue $ 3,479,373 $ 114,869 3% $ 3,364,504 $ 175,661 6% $ 3,188,843 Payers: Tinder 9,696 (679) (7)% 10,375 (502) (5)% 10,877 Hinge 1,532 290 23% 1,242 262 27% 980 Evergreen & Emerging 2,666 (400) (13)% 3,066 (421) (12)% 3,487 MG Asia 1,004 85 9% 919 (73) (7)% 992 Total 14,898 (704) (5)% 15,602 (734) (4)% 16,336 (Change calculated using non-rounded numbers) RPP: Tinder $ 16.68 $ 1.28 8% $ 15.40 $ 1.65 12% $ 13.75 Hinge $ 29.94 $ 3.33 13% $ 26.61 $ 2.50 10% $ 24.11 Evergreen & Emerging $ 20.10 $ 1.31 7% $ 18.79 $ 1.33 8% $ 17.46 MG Asia $ 23.56 $ (3.94) (14)% $ 27.50 $ 0.46 2% $ 27.04 Total $ 19.12 $ 1.45 8% $ 17.67 $ 1.70 11% $ 15.97 For the year ended December 31, 2024 compared to the year ended December 31, 2023 Tinder Direct Revenue grew $23.0 million, or 1%, in 2024 versus 2023.
Revenue Years Ended December 31, 2025 Change % Change 2024 Change % Change 2023 (Amounts in thousands, except RPP) Direct Revenue Tinder $ 1,862,922 $ (77,697) (4)% $ 1,940,619 $ 22,990 1% $ 1,917,629 Hinge 690,870 140,435 26% 550,435 153,950 39% 396,485 Evergreen & Emerging 593,763 (49,225) (8)% 642,988 (48,438) (7)% 691,426 MG Asia 267,322 (16,614) (6)% 283,936 (18,655) (6)% 302,591 Total Direct Revenue $ 3,414,877 $ (3,101) —% $ 3,417,978 $ 109,847 3% $ 3,308,131 Indirect Revenue 72,320 10,925 18% 61,395 5,022 9% 56,373 Total Revenue $ 3,487,197 $ 7,824 —% $ 3,479,373 $ 114,869 3% $ 3,364,504 Payers: Tinder 9,026 (670) (7)% 9,696 (679) (7)% 10,375 Hinge 1,801 269 18% 1,532 290 23% 1,242 Evergreen & Emerging 2,282 (384) (14)% 2,666 (400) (13)% 3,066 MG Asia 1,056 52 5% 1,004 85 9% 919 Total 14,165 (733) (5)% 14,898 (704) (5)% 15,602 (Change calculated using non-rounded numbers) RPP: Tinder $ 17.20 $ 0.52 3% $ 16.68 $ 1.28 8% $ 15.40 Hinge $ 31.97 $ 2.03 7% $ 29.94 $ 3.33 13% $ 26.61 Evergreen & Emerging $ 21.69 $ 1.59 8% $ 20.10 $ 1.31 7% $ 18.79 MG Asia $ 21.10 $ (2.46) (10)% $ 23.56 $ (3.94) (14)% $ 27.50 Total $ 20.09 $ 0.97 5% $ 19.12 $ 1.45 8% $ 17.67 Tinder Direct Revenue declined $77.7 million , or 4% .
In January 2024, the Board of Directors of the Company approved a share repurchase program of up to $1.0 billion in aggregate value of shares of Match Group stock (the “January Share Repurchase Program”).
The Company does not have any off-balance sheet arrangements at December 31, 2025 , other than those described above. On January 30, 2024, the Board of Directors of the Company approved a share repurchase program for the repurchase of up to $1.0 billion in aggregate value of shares of Match Group stock (the “January 2024 Share Repurchase Program”).
For established brands, we seek to optimize for total return on advertising spend by frequently analyzing and adjusting spend to focus on marketing channels and markets that generate returns above our thresholds. Our data-driven approach provides us the flexibility to scale and optimize our advertising spend.
Additionally, some brands utilize offline and out-of-home marketing campaigns, such as on television and outdoor billboards. For established brands, we seek to optimize for total return on advertising spend by frequently analyzing and adjusting spend to focus on marketing channels and markets that generate returns above our thresholds.
Purchases made by our customers through mobile applications, as opposed to desktop or mobile web, continue to increase, and are required in most cases to be processed through the in-app payment systems provided by Apple and Google, although some of our applications are currently able to use their own payment systems for in-app purchases made on Android devices.
Purchases made by our users through mobile applications, as opposed to desktop or mobile web, continue to increase, and are generally processed through the in-app payment systems provided by Apple and Google, notwithstanding the availability of alternative payment options in certain circumstances.
The benefits were partially offset by higher state income taxes due to higher taxable income in the U.S. A number of countries have enacted or are actively drafting legislation to implement the Organization for Economic Cooperation and Development's ("OECD") international tax framework, including the Pillar II minimum tax regime.
The impacts of the legislation are reflected in the consolidated financial statements as of and for the year ended December 31, 2025. 50 Table of Contents A number of countries have enacted or are actively drafting legislation to implement the Organization for Economic Cooperation and Development's ("OECD") international tax framework, including the Pillar II minimum tax regime.
Accounting for stock-based compensation at the Company is often complex due to the variety of instruments we use to attract, retain, and reward employees at many of our brands by allowing them to benefit from the value they help to create. We also utilize stock-based awards as part of our acquisition strategy.
Stock-Based Compensation The Company recorded stock-based compensation expense of $258.2 million and $267.4 million for the years ended December 31, 2025 and 2024 , respectively. We use a variety of instruments we use to attract, retain, and reward employees at many of our brands by allowing them to benefit from the value they help to create.
For the year ended December 31, 2023, the Company recorded an income tax provision from continuing operations of $125.3 million at an effective tax rate of 16%, which is lower than the statutory rate primarily due to (i) a release of a valuation allowance associated with U.S. foreign tax credits that we now expect to utilize, (ii) a lower tax rate on U.S. income derived from foreign sources, and (iii) the generation of federal and state research credits.
For the year ended December 31, 2024 , the Company recorded an income tax provision of $152.7 million at an effective tax rate of 22% , which is higher than the statutory rate primarily due to state income taxes and nondeductible stock-based compensation, partially offset by a lower tax rate on U.S. income derived from foreign sources and research credits.
Net cash used in financing activities attributable to continuing operations in 2023 is primarily due to purchases of treasury stock of $546.2 million and payments of $5.9 million of withholding taxes paid on behalf of employees for net-settled stock-based awards.
Net cash used in financing activities in 2025 is primarily due to purchases of treasury stock of $788.8 million , the repayment of the Term Loan of $425.0 million , dividends paid of $186.3 million , payments to repurchase a portion of the 2026 Exchangeable Notes of $147.8 million , and payments of $128.5 million of withholding taxes paid on behalf of employees for net-settled stock-based awards.
Apple’s plan is subject to approval by the European Commission, which has launched infringement proceedings against Apple and may require further concessions from Apple. For additional information, see “Item 1 Business—Dependencies on services provided by others—App Stores.” Implementing new technologies that enhance our user experience.
Apple’s plan is subject to approval by the European Commission, which has launched infringement proceedings against Apple and may require further concessions from Apple.
The decrease in cash from changes in working capital primarily consists of an increase in accounts receivable of $107.4 million primarily related to the timing of receipts and an increase in revenue from app stores, and a decrease in deferred revenue of $41.2 million as weekly subscriptions have increased.
The increase in cash from changes in working capital primarily consists of an increase from other assets of $45.9 million , a decrease from accounts receivable of $23.6 million , and a decrease from accounts payable of $17.2 million primarily related to timing of payments.
These expenses are not paid in cash. Long-term debt: Credit Facility - The revolving credit facility under the credit agreement of MG Holdings II. On March 20, 2024, we entered into an amendment to reduce the borrowing availability under the Credit Facility from $750 million to $500 million and extend the maturity date of the Credit Facility.
These expenses are not paid in cash. Long-term debt: Credit Facility - The revolving credit facility under the credit agreement of MG Holdings II.
At December 31, 2024, $575 million aggregate principal amount was outstanding. Non-GAAP financial measure: Adjusted Operating Income - is a Non-GAAP financial measure.
Interest is payable each January 15 and July 15. At December 31, 2025 , $575 million aggregate principal amount was outstanding. Non-GAAP financial measure: Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) - is a Non-GAAP financial measure.
As foreign currency exchange rates fluctuate, translation of the statement of operations of our international businesses into U.S. dollars affects year-over-year comparability of operating results. 2024 Consolidated Results In 2024, total revenue grew 3%, operating income decreased 10%, and Adjusted Operating Income was flat year-over-year.
As foreign currency exchange rates fluctuate, translation of the statement of operations of our international businesses into U.S. dollars affects year-over-year comparability of operating results. 45 Table of Contents Results of Operations for the years ended December 31, 2025 , 2024 and 2023 The following discussion should be read in conjunction with “Item 8.
For the year ended December 31, 2023 compared to the year ended December 31, 2022 Impairments and amortization of intangibles decreased primarily due to impairments of both indefinite-lived intangible assets and definite-lived intangible assets in the prior period primarily at MG Asia. 42 Table of Contents Operating Income and Adjusted Operating Income Years Ended December 31, 2024 $ Change % Change 2023 $ Change % Change 2022 (Dollars in thousands) Operating income (loss): Tinder $ 889,222 $ (66,297) (7)% $ 955,519 $ (951) —% $ 956,470 Hinge 121,482 47,221 64% 74,261 (4,462) (6)% 78,723 Evergreen & Emerging 66,088 (16,372) (20)% 82,460 46,581 130% 35,879 MG Asia (32,345) (23,670) 273% (8,675) 303,352 (97)% (312,027) Corporate and unallocated costs (221,135) (34,466) 18% (186,669) 57,371 (24)% (244,040) Operating income $ 823,312 $ (93,584) (10)% $ 916,896 $ 401,891 78% $ 515,005 Adjusted Operating Income (Loss): Tinder $ 1,017,023 $ (32,337) (3)% $ 1,049,360 $ 21,477 2% $ 1,027,883 Hinge 166,478 58,832 55% 107,646 16,498 18% 91,148 Evergreen & Emerging 170,418 6,622 4% 163,796 4,079 3% 159,717 MG Asia 60,806 (984) (2)% 61,790 27,358 79% 34,432 Corporate and unallocated costs (162,358) (38,299) 31% (124,059) 60,385 (33)% (184,444) Adjusted Operating Income $ 1,252,367 $ (6,166) —% $ 1,258,533 $ 129,797 11% $ 1,128,736 For a reconciliation of operating income to Adjusted Operating Income, see “Non-GAAP Financial Measures.” For the year ended December 31, 2024 compared to the year ended December 31, 2023 Operating income decreased 10% or $93.6 million, and Adjusted Operating Income was relatively flat compared to 2023.
Impairments and amortization of intangibles Years Ended December 31, 2025 $ Change % Change 2024 $ Change % Change 2023 (Dollars in thousands) Impairments and amortization of intangibles $ 38,548 $ (35,627) (48)% $ 74,175 $ 26,444 55% $ 47,731 Percentage of revenue 1% 2% 1% Impairments and amortization of intangibles decreased primarily due to impairments of intangible assets at E&E and MG Asia in the prior year as a result of the termination of certain of our live streaming services and the Hakuna app in 2024. 48 Table of Contents Net Income, Operating Income, and Adjusted EBITDA Years Ended December 31, 2025 $ Change % Change 2024 $ Change % Change 2023 (Dollars in thousands) Net income attributable to Match Group, Inc. shareholders $ 613,446 $ 62,170 11% $ 551,276 $ (100,263) (15)% $ 651,539 Operating income (loss) Tinder $ 832,638 $ (56,584) (6)% $ 889,222 $ (66,297) (7)% $ 955,519 Hinge 166,286 44,804 37% 121,482 47,221 64% 74,261 Evergreen & Emerging 63,266 (2,822) (4)% 66,088 (16,372) (20)% 82,460 MG Asia 6,258 38,603 NM (32,345) (23,670) 273% (8,675) Corporate and unallocated costs (195,919) 25,216 (11)% (221,135) (34,466) 18% (186,669) Operating income $ 872,529 $ 49,217 6% $ 823,312 $ (93,584) (10)% $ 916,896 Adjusted EBITDA Tinder $ 941,351 $ (75,672) (7)% $ 1,017,023 $ (32,337) (3)% $ 1,049,360 Hinge 226,499 60,021 36% 166,478 58,832 55% 107,646 Evergreen & Emerging 140,436 (29,982) (18)% 170,418 6,622 4% 163,796 MG Asia 66,375 5,569 9% 60,806 (984) (2)% 61,790 Corporate and unallocated costs (138,270) 24,088 (15)% (162,358) (38,299) 31% (124,059) Adjusted EBITDA $ 1,236,391 $ (15,976) (1)% $ 1,252,367 $ (6,166) —% $ 1,258,533 ______________________ NM = Not meaningful For a reconciliation of operating income to Adjusted EBITDA for each reportable segment, see “Non-GAAP Financial Measures.” Tinder’s operating income was $832.6 million , down 6% , and Adjusted EBITDA was $941.4 million , down 7% , primarily due to costs associated with a legal settlement and the decrease in revenue, partially offset by a reduction of in-app purchase fees.
Revenue growth was driven by both growth in the U.S. market as well as continued expansion efforts in certain European markets. Payers increased 23% compared to 2023. Additionally, RPP increased 13% over 2023 primarily due to pricing optimizations and increased spend on á la carte features. E&E Direct Revenue declined 7% in 2024 versus 2023.
Revenue growth was driven by both growth in the U.S. and other English-speaking markets as well as continued expansion efforts in certain European markets. Payers increased 18% and RPP increased 7% .
On January 21, 2025, the Company repaid the Term Loan in full utilizing cash on hand. The Company anticipates that it will need to make capital and other expenditures in connection with the development and expansion of its operations.
During 2025, we repurchased $151.1 million aggregate principal amount of 2026 Exchangeable Notes. The Company anticipates that it will need to make capital and other expenditures in connection with the development and expansion of its operations. The Company expects that 2026 cash capital expenditures will be between $55 million and $65 million, flat to 2025 cash capital expenditures.
These decreases in cash were partially offset by an increase from other assets of $25.1 million. Net cash used in investing activities attributable to continuing operations in 2023 consists primarily of capital expenditures of $67.4 million that are primarily related to internal development of software and computer hardware to support our services.
These increases in cash were partially offset by a decrease from deferred revenue of $16.1 million and a decrease from income taxes payable and receivable of $11.9 million . Net cash used in investing activities in 2025 consists primarily of capital expenditures of $56.8 million that are primarily related to internal development of software.

107 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+1 added1 removed4 unchanged
Biggest changeAs a result, we are exposed to foreign exchange risk related to certain currencies, primarily the Euro, British Pound (“GBP”), Japanese Yen (“JPY”), Turkish Lira (“TRY”), and Argentine Peso (“ARS”). For the years ended December 31, 2024, 2023 and 2022, international revenue accounted for 54%, 54% and 55%, respectively, of our consolidated revenue.
Biggest changeForeign Currency Exchange Risk The Company conducts business in certain foreign markets, primarily in various jurisdictions in Europe and Asia. As a result, we are exposed to foreign exchange risk related to certain currencies, primarily the Euro, British Pound (“GBP”), Turkish Lira (“TRY”), and Argentine Peso (“ARS”).
Significant foreign exchange rate fluctuations, in the case of one currency or collectively with other currencies, could adversely affect our future results of operations. 57 Table of Contents
Significant foreign exchange rate fluctuations, in the case of one currency or collectively with other currencies, could adversely affect our future results of operations. 62 Table of Contents
If market rates decline, the Company runs the risk that the required payments on the fixed-rate debt will exceed those on debt based on market rates. A 100 basis point increase or decrease in the level of interest rates would, respectively, decrease or increase the fair value of the fixed-rate debt by $118.0 million.
If market rates decline, the Company runs the risk that the required payments on the fixed-rate debt will exceed those on debt based on market rates. A 100 basis point increase or decrease in the level of interest rates would, respectively, decrease or increase the fair value of the fixed-rate debt by $134.7 million .
Foreign currency exchange rate changes during the years ended December 31, 2024 and 2023 negatively impacted revenue by $73.8 million and $48.5 million, respectively, or 2% and 1% of total revenue for each respective year.
Foreign currency exchange rate changes during the years ended December 31, 2025 and 2024 positively impacted revenue by $23.8 million and negatively impacted revenue by $73.8 million , respectively, or 1% and 2% of total revenue for each respective year.
Foreign currency exchange losses included in the Company’s earnings for the years ended December 31, 2024, 2023 and 2022 are $0.6 million, $7.9 million and $2.0 million, respectively. Foreign currency exchange gains or losses historically have not been material to the Company.
Foreign currency exchange losses included in the Company’s income for the years ended December 31, 2025 , 2024 and 2023 are $8.3 million , $0.6 million and $7.9 million , respectively. Foreign currency exchange gains or losses historically have not been material to the Company.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s long-term debt. At December 31, 2024, the Company’s outstanding long-term debt was $3.9 billion, of which $3.5 billion consists of Senior Notes and Exchangeable Senior Notes that bear interest at fixed rates.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s long-term debt. At December 31, 2025 , the Company’s outstanding long-term debt was $4.0 billion , all of which instruments bear interest at fixed rates.
The average GBP exchange rate strengthened against the U.S. Dollar by 3% in 2024 compared to 2023. The average JPY, TRY, and ARS exchange rates weakened against the U.S. Dollar by 7%, 28%, and 68%, respectively, in 2024 compared to 2023.
The average Euro and GBP exchange rates strengthened against the U.S. Dollar by 4% and 3%, respectively, in 2025 compared to 2024 . The average TRY and ARS exchange rates weakened against the U.S. Dollar by 17% and 26%, respectively, in 2025 compared to 2024 .
Removed
At December 31, 2024, the $425 million Term Loan bore interest at a variable rate, Adjusted Term SOFR plus 1.75%. On January 21, 2025, the Company repaid the Term Loan in full utilizing cash on hand. Foreign Currency Exchange Risk The Company conducts business in certain foreign markets, primarily in various jurisdictions in Europe and Asia.
Added
For the years ended December 31, 2025 , 2024 and 2023 , international revenue accounted for 56% , 54% and 54% , respectively, of our consolidated revenue.