Match Group MTCH Form 10-Q filing Q2 FY2026

PART I

FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (Unaudited)

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS (Unaudited)

The accompanying Notes to Consolidated Financial Statements are an integral part of these

statements.

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited)

Three Months Ended June 30, 2026

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited)

Three Months Ended June 30, 2025

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited)

Six Months Ended June 30, 2026

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) (Continued)

Six Months Ended June 30, 2025

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

services to meet the varying preferences of our users. Match Group has three operating segments,

Tinder, Hinge, and Everyone Everywhere.

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

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

Basis of Presentation and Consolidation

The Company prepares its consolidated financial statements in accordance with U.S. generally

accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of

the Company, all entities that are wholly-owned by the Company and all entities in which the Company

has a controlling financial interest. Intercompany transactions and accounts have been eliminated.

In management’s opinion, the unaudited interim consolidated financial statements have been

prepared on the same basis as the annual consolidated financial statements and reflect, in

management’s opinion, all adjustments, consisting of normal and recurring adjustments, necessary for

the fair presentation of our consolidated financial position, consolidated results of operations and

consolidated cash flows for the periods presented. Interim results are not necessarily indicative of the

results that may be expected for the full year. The accompanying unaudited consolidated financial

statements should be read in conjunction with the consolidated statements and notes thereto included

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

Accounting Estimates

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

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

estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and

expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from

these estimates.

On an ongoing basis, the Company evaluates its estimates and judgments including those related

to: the fair values of cash equivalents; the carrying value of accounts receivable, including the

determination of the allowance for credit losses; the carrying value of right-of-use assets; the useful

lives and recoverability of definite-lived intangible assets and property and equipment; the recoverability

of goodwill and indefinite-lived intangible assets; the fair value of equity securities without readily

determinable fair values; contingencies; unrecognized tax benefits; the valuation allowance for deferred

income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The

Company bases its estimates and judgments on historical experience, its forecasts and budgets, and

other factors that the Company considers relevant.

Accounting for Investments and Equity Securities

Investments in equity securities, other than those of our consolidated subsidiaries, are accounted

for at fair value or under the measurement alternative of the Financial Accounting Standards Board’s

(“FASB”) equity securities guidance, with any changes to fair value recognized within other income

(expense), net each reporting period. Under the measurement alternative, equity investments without

readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes

resulting from observable price changes in orderly transactions for identical or a similar investment of

the same issuer; value is generally determined based on a market approach as of the transaction date.

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

A security will be considered identical or similar if it has identical or similar rights to the equity securities

held by the Company. The Company reviews its equity securities without readily determinable fair

values for impairment each reporting period when there are qualitative factors or events that indicate

possible impairment. Factors we consider in making this determination include negative changes in

industry and market conditions, financial performance, business prospects, and other relevant events

and factors. When indicators of impairment exist, the Company prepares quantitative assessments of

the fair value of our investments in equity securities, which require judgment and the use of estimates.

When our assessment indicates that the fair value of the investment is below the carrying value, the

Company writes down the security to its fair value and records the corresponding charge within other

income (expense), net.

Revenue Recognition

Revenue is recognized when control of the promised services are transferred to our customers,

and in the amount that reflects the consideration the Company expects to be entitled to in exchange for

those services.

Deferred Revenue

Deferred revenue consists of advance payments that are received or are contractually due in

advance of the Company's performance. The Company’s deferred revenue is reported on a contract by

contract basis at the end of each reporting period. The Company classifies deferred revenue as current

when the term of the applicable subscription period or expected completion of our performance

obligation is one year or less. The current deferred revenue balance as of December 31, 2025 was

$151.3 million. During the six months ended June 30, 2026, the Company recognized $146.6 million of

revenue that was included in the deferred revenue balance as of December 31, 2025. The current

deferred revenue balance at June 30, 2026 is $152.7 million. At June 30, 2026 and December 31, 2025,

there was no non-current portion of deferred revenue.

Practical Expedients and Exemptions

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts

with an original expected length of one year or less, (ii) contracts with variable consideration that is

allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted

for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the

amount which we have the right to invoice for services performed.

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

Disaggregation of Revenue

The following table presents disaggregated revenue:

(a)Primarily consists of the brands Match®, Meetic®, OkCupid®, Plenty Of Fish®, Pairs™, Azar®,

and a number of demographically focused brands.

Recent Accounting Pronouncements

Accounting pronouncements adopted by the Company

In November 2024, the FASB issued Accounting Standard Update (“ASU”) No. 2024-04, which

clarifies the requirements for determining whether certain settlements of convertible debt instruments

should be accounted for as induced conversions or extinguishment of convertible debt. We adopted

ASU No. 2024-04 effective January 1, 2026. We adopted the new standard on a prospective basis. No

induced conversions have occurred subsequent to the adoption of ASU 2024-04.

Accounting pronouncements not yet adopted by the Company

In November 2024, the FASB issued ASU No. 2024-03, which requires more detailed disclosures

about specified categories of expenses, including employee compensation, within certain expense

captions presented on the face of the income statement, and disclosure of selling expenses. ASU No.

2024-03 is effective for our annual reporting on Form 10-K for the year ended December 31, 2027 and

within interim periods beginning on our Form 10-Q for the quarter ended March 31, 2028. The new

standard may be applied prospectively or retrospectively, and early adoption is permitted. We expect

ASU No. 2024-03 to only impact our disclosures with no impact to our results of operations, cash flows,

and financial condition. We are currently evaluating when we will adopt the ASU.

In September 2025, the FASB issued ASU No. 2025-06, which updates the accounting for internal

use software. The ASU updates the criteria that must be met for entities to begin capitalizing software

costs. ASU No. 2025-06 is effective for the Company starting January 1, 2028. The new standard may

be adopted prospectively, retrospectively, or via modified prospective transition method, and early

adoption is permitted. We are currently evaluating ASU No. 2025-06 and its impact on our results of

operations, cash flows, and financial condition and evaluating when we will adopt the ASU.

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

NOTE 2—INCOME TAXES

At the end of each interim period, the Company estimates the annual effective income tax rate and

applies that rate to its ordinary year-to-date income or loss. The income tax provision or benefit related

to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported

net of their related tax effects, is individually computed and recognized in the interim period in which it

occurs. In addition, the effect of changes in enacted tax laws or rates, tax status, and judgment on the

realizability of beginning-of-the-year deferred tax assets in future years or unrecognized tax benefits is

recognized in the interim period in which the change occurs.

The computation of the estimated annual effective income tax rate at each interim period requires

certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss)

for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign

jurisdictions, permanent and temporary differences, and the likelihood of the realization of deferred tax

assets generated in the current year. The accounting estimates used to compute the provision or

benefit for income taxes may change as new events occur, more experience is acquired, additional

information is obtained or our tax environment changes. To the extent that the estimated annual

effective income tax rate changes during a quarter, the effect of the change on prior quarters is included

in the income tax provision in the quarter in which the change occurs.

For the three months ended June 30, 2026 and 2025, the Company recorded an income tax

provision of $44.1 million and $32.2 million, respectively. For the six months ended June 30, 2026 and

2025, the Company recorded an income tax provision of $77.8 million and $54.6 million, respectively.

The effective tax rates for the three-months ended June 30, 2026 and 2025 of 21% and 20%,

respectively, were at or lower than the statutory rate primarily due to the lower tax rate on U.S. income

derived from foreign sources and research credits. These effects were partially offset by state income

taxes, nondeductible stock-based compensation, and foreign income taxed at higher rates. The

effective tax rates for the six-months ended June 30, 2026 and 2025 of 19% and 18%, respectively,

were lower than the statutory rate for the same reasons. The six-months ended June 30, 2026 and

2025 also included excess tax benefits generated by the exercise and vesting of stock-based awards.

Match Group is routinely under audit by federal, state, local, and foreign authorities in the area of

income tax. These audits include a review of the timing and amount of income and deductions, and the

allocation of such income and deductions among various tax jurisdictions. The Internal Revenue

Service (“IRS”) has completed its audit of the Company’s federal income tax returns for years through

December 31, 2019. Although the 2020 and 2021 tax years are closed to assessment, adjustments to

taxable income may still be made if it impacts net operating loss or credit carryforwards brought forward

from that year. Returns filed in various other jurisdictions are open to examination for tax years

beginning with 2015. Although we believe that we have adequately reserved for our uncertain tax

positions, the final tax outcome of these matters may vary significantly from our estimates.

At June 30, 2026 and December 31, 2025, unrecognized tax benefits, including interest and

penalties, were $70.9 million and $64.0 million, respectively. If unrecognized tax benefits at June 30,

2026 are subsequently recognized, income tax expense would be reduced by $69.9 million, net of

related deferred tax assets and interest. The comparable amount as of December 31, 2025 was $58.5

million.

The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits

in the income tax provision. Accruals of interest and penalties for the three months ended June 30,

2026 and 2025 were not material. At June 30, 2026, noncurrent income taxes payable includes accrued

interest and penalties of $4.8 million. The comparable amount as of December 31, 2025 was $3.6

million.

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

NOTE 3—FINANCIAL INSTRUMENTS

Equity securities without readily determinable fair values

At June 30, 2026 and December 31, 2025, the carrying value of the Company’s investments in

equity securities without readily determinable fair values totaled $145.3 million and $33.3 million,

respectively, and is included in “Other non-current assets” in the accompanying consolidated balance

sheet. The increase is primarily due to a $100.0 million minority investment in Sniffies.

The cumulative downward adjustments (including impairments) and upward adjustments to the

carrying value of equity securities without readily determinable fair values through June 30, 2026 were

$1.1 million and $6.7 million, respectively. For both the six months ended June 30, 2026 and 2025,

there were no adjustments to the carrying value of equity securities without readily determinable fair

values.

For all equity securities without readily determinable fair values as of June 30, 2026 and

December 31, 2025, the Company has elected the measurement alternative. For both the three and six

months ended June 30, 2026 and 2025, under the measurement alternative election, the Company did

not identify any fair value adjustments using observable price changes in orderly transactions for an

identical or similar investment of the same issuer.

Fair Value Measurements

The Company categorizes its financial instruments measured at fair value into a fair value

hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value

hierarchy are:

• Level 1: Observable inputs obtained from independent sources, such as quoted market prices

for identical assets and liabilities in active markets.

• Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices

for similar assets or liabilities in active markets, quoted market prices for identical or similar

assets or liabilities in markets that are not active, and inputs that are derived principally from or

corroborated by observable market data. The fair values of the Company’s Level 2 financial

assets are primarily obtained from observable market prices for identical underlying securities

that may not be actively traded. Certain of these securities may have different market prices

from multiple market data sources, in which case an average market price is used.

• Level 3: Unobservable inputs for which there is little or no market data and require the

Company to develop its own assumptions, based on the best information available in the

circumstances, about the assumptions market participants would use in pricing the assets or

liabilities.

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

The following tables present the Company’s financial instruments that are measured at fair value

on a recurring basis:

Assets measured at fair value on a nonrecurring basis

The Company’s non-financial assets, such as goodwill, intangible assets, property and equipment,

and right-of-use assets, are adjusted to fair value only when an impairment charge is recognized. The

Company’s financial assets, comprised of equity securities without readily determinable fair values, are

adjusted to fair value when observable price changes are identified or an impairment charge is

recognized. Such fair value measurements are based predominantly on Level 3 inputs.

During the quarter ended March 31, 2026, Apple removed the Azar app from the Apple App Store

following a February 6, 2026 update to Apple’s App Review Guidelines. Updates were subsequently

made to the app to comply with the updated guidelines, which led to the reinstatement of a new version

of the Azar app. Based on these recent events, the financial outlook for Azar changed and the Company

performed impairment assessments for the non-financial assets associated with Azar. An impairment

charge of $25.2 million related to the Azar trade name was recognized in the quarter ended March 31,

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

2026 based on a $33.4 million current fair value, which was determined using an avoided royalty

discounted cash flow valuation. The Company also reclassified the Azar trade name from indefinite-

lived intangible assets to the definite-lived intangible asset category as of March 31, 2026.

Financial instruments measured at fair value only for disclosure purposes

The following table presents the carrying value and the fair value of financial instruments

measured at fair value only for disclosure purposes.

(a)At December 31, 2025, the carrying value of current maturities of long-term debt, net includes

unamortized debt issuance costs of $0.3 million. At June 30, 2026 and December 31, 2025, the

carrying value of long-term debt, net includes unamortized original issue discount and debt

issuance costs of $23.1 million and $25.9 million, respectively.

(b)At June 30, 2026, the fair value of the 2030 Exchangeable Notes (described in “Note 4—Long-

term Debt, net”) is $523.4 million. At December 31, 2025, the fair value of the 2026

Exchangeable Notes (described in “Note 4—Long-term Debt, net”) and 2030 Exchangeable

Notes is $417.0 million and $517.0 million, respectively.

At June 30, 2026 and December 31, 2025, the fair value of long-term debt, net, is estimated using

observable market prices or indices for similar liabilities, which are Level 2 inputs.

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

NOTE 4—LONG-TERM DEBT, NET

Long-term debt consists of:

(a)Subject to springing maturity, described below.

Credit Facility

Our wholly-owned subsidiary, Match Group Holdings II, LLC (“MG Holdings II”), is the borrower

under a credit agreement (as amended, the “Credit Agreement”) that provides for a revolving credit

facility (the “Credit Facility”).

The Credit Facility has a borrowing capacity of $500 million. The maturity date of the Credit Facility

is the earlier of (x) March 20, 2029 and (y) the date that is 91 days prior to the maturity date of the

existing senior notes due 2027, 2028, or 2029, or any new indebtedness used to refinance such senior

notes that matures prior to the date that is 91 days after March 20, 2029, in each case if and only if at

least $250 million in aggregate principal amount of such debt is outstanding on such date. At both

June 30, 2026 and December 31, 2025, there were no outstanding borrowings, $0.6 million in

outstanding letters of credit, and $499.4 million of availability under the Credit Facility. The annual

commitment fee on undrawn funds, which is based on MG Holdings II’s consolidated net leverage ratio,

was 25 basis points as of June 30, 2026. Borrowings under the Credit Facility bear interest, at MG

Holdings II’s option, at a base rate or a term secured overnight financing rate plus an applicable

adjustment (“Adjusted Term SOFR”), plus an applicable margin based on MG Holdings II’s consolidated

net leverage ratio. If MG Holdings II borrows under the Credit Facility, it will be required to maintain a

consolidated net leverage ratio of not more than 5.0 to 1.0.

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

The Credit Agreement includes covenants that would limit the ability of MG Holdings II to pay

dividends, make distributions, or repurchase MG Holdings II’s stock in the event MG Holdings II’s

consolidated net leverage ratio exceeds 4.25 to 1.0, or if an event of default has occurred. The Credit

Agreement includes additional covenants that limit the ability of MG Holdings II and its subsidiaries to,

among other things, incur indebtedness, pay dividends or make distributions. Obligations under the

Credit Facility are unconditionally guaranteed by certain MG Holdings II wholly-owned domestic

subsidiaries and are also secured by the stock of certain MG Holdings II domestic and foreign

subsidiaries. Outstanding borrowings, if any, have priority over the Senior Notes to the extent of the

value of the assets securing the borrowings under the Credit Agreement.

Senior Notes

The 5.00% Senior Notes were issued on December 4, 2017. These notes may be redeemed at

redemption prices set forth in the indenture governing the notes, together with accrued and unpaid

interest to the applicable redemption date.

The 4.625% Senior Notes were issued on May 19, 2020. These notes may be redeemed at

redemption prices set forth in the indenture governing the notes, together with accrued and unpaid

interest to the applicable redemption date.

The 5.625% Senior Notes were issued on February 15, 2019. These notes may be redeemed at

redemption prices set forth in the indenture governing the notes, together with accrued and unpaid

interest to the applicable redemption date.

The 4.125% Senior Notes were issued on February 11, 2020. These notes may be redeemed at

redemption prices set forth in the indenture governing the notes, together with accrued and unpaid

interest to the applicable redemption date.

The 3.625% Senior Notes were issued on October 4, 2021. At any time prior to October 1, 2026,

these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus

accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes.

Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the

notes, together with accrued and unpaid interest to the applicable redemption date.

The 6.125% Senior Notes were issued on August 20, 2025. At any time prior to September 15,

2028, these notes may be redeemed at a redemption price equal to the sum of the principal amount,

plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the

notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture

governing the notes, together with accrued and unpaid interest to the applicable redemption date.

The indenture governing the 5.00% Senior Notes contains covenants that would limit MG Holdings

II’s ability to pay dividends or to make distributions and repurchase or redeem MG Holdings II’s stock in

the event a default has occurred or MG Holdings II’s consolidated leverage ratio (as defined in the

indenture) exceeds 5.0 to 1.0. No such limitations were in effect at June 30, 2026. There are additional

covenants in the 5.00% Senior Notes indenture that limit the ability of MG Holdings II and its

subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the

event MG Holdings II is not in compliance with specified financial ratios, and (ii) incur liens, enter into

agreements restricting their ability to pay dividends, enter into transactions with affiliates, or consolidate,

merge or sell substantially all of their assets. The indentures governing the 3.625%, 4.125%, 4.625%,

5.625%, and 6.125% Senior Notes are less restrictive than the indenture governing the 5.00% Senior

Notes and generally only limit MG Holdings II’s and its subsidiaries’ ability to, among other things,

create liens on assets, or consolidate, merge, sell or otherwise dispose of all or substantially all of their

assets.

The Senior Notes all rank equally in right of payment.

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

Exchangeable Notes

During 2019, Match Group FinanceCo 2, Inc. and Match Group FinanceCo 3, Inc., direct, wholly-

owned subsidiaries of the Company, issued $575.0 million aggregate principal amount of 2026

Exchangeable Notes and $575.0 million aggregate principal amount of 2030 Exchangeable Notes,

respectively.

In June 2026, at maturity, the Company settled, at par, the outstanding aggregate principal amount

of the 2026 Exchangeable Notes, paying $423.9 million.

The 2030 Exchangeable Notes are exchangeable, subject to adjustment upon the occurrence of

specified events, at a rate of 12.3011 shares of the Company's common stock per $1,000 principal

amount of notes, which represents an approximate equivalent exchange price of $81.29 per share. The

2030 Exchangeable Notes become exchangeable on October 15, 2029.

The 2030 Exchangeable Notes are guaranteed by the Company but are not guaranteed by MG

Holdings II or any of its subsidiaries.

As more specifically set forth in the indenture, the 2030 Exchangeable Notes are exchangeable

under the following circumstances:

(1) during any calendar quarter (and only during such calendar quarter), if the last reported sale

price of the Company's common stock for at least 20 trading days (whether or not consecutive) during

the period of 30 consecutive trading days ending on, and including, the last trading day of the

immediately preceding calendar quarter is greater than or equal to 130% of the exchange price on each

applicable trading day;

(2) during the five-business day period after any five-consecutive trading day period (the

“measurement period”) in which the trading price per $1,000 principal amount of notes for each trading

day of the measurement period was less than 98% of the product of the last reported sale price of the

Company's common stock and the exchange rate on each such trading day;

(3) if the issuer calls the notes for redemption, at any time prior to the close of business on the

scheduled trading day immediately preceding the redemption date; or

(4) upon the occurrence of specified corporate events as further described in the indentures

governing the notes.

On or after the exchangeable date, until the close of business on the second scheduled trading

day immediately preceding the maturity date, holders may exchange all or any portion of their 2030

Exchangeable Notes regardless of the foregoing conditions. Upon exchange, the issuer, in its sole

discretion, has the option to settle the 2030 Exchangeable Notes with cash, shares of the Company’s

common stock, or a combination of cash and shares of the Company's common stock. Any shares

issued in further settlement of the 2030 Exchangeable Notes would be offset by shares received upon

exercise of the Exchangeable Note Hedges (described below).

There were not any 2026 or 2030 Exchangeable Notes presented for exchange during the six

months ended June 30, 2026. The 2030 Exchangeable Notes were not exchangeable as of June 30,

At both June 30, 2026 and December 31, 2025, there was no value in excess of the principal of

the 2030 Exchangeable Notes outstanding on an if-converted basis using the Company’s stock price on

June 30, 2026 and December 31, 2025, respectively.

Additionally, all or any portion of the 2030 Exchangeable Notes may be redeemed for cash, at the

issuer’s option, at any time, if the last reported sale price of the Company’s common stock has been at

least 130% of the exchange price then in effect for at least 20 trading days (whether or not

consecutive), including at least one of the five trading days immediately preceding the date on which

the notice of redemption is provided, during any 30 consecutive trading day period ending on, and

including, the trading day immediately preceding the date on which the issuer provides notice of

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

redemption, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued

and unpaid interest to, but excluding, the redemption date.

The following table sets forth the components of the outstanding Exchangeable Notes as of

June 30, 2026 and December 31, 2025:

The following table sets forth interest expense recognized related to the Exchangeable Notes:

The effective interest rate for the 2030 Exchangeable Notes is 2.2%.

Exchangeable Notes Hedges and Warrants

In connection with the 2030 Exchangeable Notes offering, the Company purchased call options

(the "Exchangeable Notes Hedges") allowing it to purchase, initially, the same number of shares

issuable upon exchange of the 2030 Exchangeable Notes, at the price per share set forth below,

subject to adjustment upon the occurrence of specified events. Additionally, in connection with the

offerings of the 2026 Exchangeable Notes and the 2030 Exchangeable Notes, the Company sold

warrants (the "Warrants") allowing the counterparty to purchase shares at the per share prices set forth

below, subject to adjustment upon the occurrence of specified events.

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

The Exchangeable Notes Hedges are expected to reduce the potential dilutive effect on the

Company’s common stock upon any exchange of the 2030 Exchangeable Notes and/or offset any cash

payment Match Group FinanceCo 3, Inc. is required to make in excess of the principal amount of the

exchanged notes. The Warrants have a dilutive effect on the Company’s common stock to the extent

that the market price per share of the Company’s common stock exceeds their respective strike prices.

At June 30, 2026, the outstanding Exchangeable Notes Hedges grant the Company the option to

purchase 7.1 million shares of the Company's common stock, at an approximate equivalent exchange

price of $81.29 per share.

At June 30, 2026, the outstanding Warrants associated with the 2030 Exchangeable Notes allow

the counterparty to purchase 7.1 million shares of the Company's common stock, at a weighted

average strike price of $130.14 per share.

The Warrants associated with the 2026 Exchangeable Notes remain outstanding until September

15, 2026 and allow the counterparty to purchase 5.0 million shares of the Company's common stock, at

weighted average strike price of $130.08 per share.

NOTE 5—ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the components of accumulated other comprehensive loss. For each

of the three and six months ended June 30, 2026 and 2025, the Company’s accumulated other

comprehensive loss relates to foreign currency translation adjustments.

At both June 30, 2026 and 2025, there was no tax benefit or provision on the accumulated other

comprehensive loss.

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

NOTE 6—EARNINGS PER SHARE

The following table sets forth the computation of the basic and diluted earnings per share

attributable to Match Group shareholders:

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(a)The Company uses the if-converted method for calculating the dilutive impact of the

outstanding Exchangeable Notes. For each of the three and six months ended June 30, 2026

and 2025, the Company adjusted net income attributable to Match Group, Inc. shareholders for

the cash interest expense, net of income taxes, incurred on the 2026 and 2030 Exchangeable

Notes. Dilutive shares were also included for the same series of Exchangeable Notes.

(b)If the effect is dilutive, weighted average common shares outstanding includes the incremental

shares that would be issued upon the assumed exercise of stock options, warrants, and

subsidiary denominated equity and vesting of restricted stock units. For the three and six

months ended June 30, 2026, 13.9 million and 13.2 million potentially dilutive securities,

respectively, and for the three and six months ended June 30, 2025, 22.1 million and 21.9

million, respectively, are excluded from the calculation of diluted earnings per share because

their inclusion would have been anti-dilutive.

(c)Market-based awards and performance-based restricted stock units (“PSUs”) are considered

contingently issuable shares. Shares issuable upon exercise or vesting of market-based

awards and PSUs are included in the denominator for earnings per share if (i) the applicable

market or performance condition(s) has been met and (ii) the inclusion of the market-based

awards and PSUs is dilutive for the respective reporting periods. For both the three and six

months ended June 30, 2026, 1.8 million market-based awards and PSUs, and for both the

three and six months ended June 30, 2025, 3.3 million market-based awards and PSUs, were

excluded from the calculation of diluted earnings per share because the market or performance

conditions had not been met.

NOTE 7—SEGMENT INFORMATION

During the quarter ended June 30, 2026, our chief operating decision maker (“CODM”)

reorganized our brands into three operating segments following certain organizational and management

changes. Specifically, the Evergreen and Emerging and MG Asia operating segments were combined

into a new segment called “Everyone Everywhere.” This change has been reflected in all historical

periods presented. The Tinder and Hinge operating segments remain unchanged.

Our CODM, who is our Chief Executive Officer, analyzes the results of our business through three

operating segments consisting of brands or groups of brands within our portfolio: Tinder, Hinge, and

Everyone Everywhere. These three operating segments are also our reportable segments. Our CODM

primarily evaluates the operating results and performance of our segments through revenue, operating

income, and Adjusted EBITDA. These financial metrics are used to view operating trends, perform

analytical comparisons, compare performance between periods, and evaluate variances to forecast on

a monthly basis.

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

The following table presents revenue by segment, which includes revenue from customers in the

form of direct revenue, indirect revenue, which is primarily advertising revenue, and intersegment

revenue, which is eliminated in consolidated results:

The following tables present the segment profitability measures, operating income (loss) and

Adjusted EBITDA, and a reconciliation of the total segment profitability measures to income before

income taxes:

(a)Includes stock-based compensation and depreciation related to corporate functions.

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

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

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

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

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

Our CODM does not review disaggregated assets on a segment basis; therefore, such information

is not presented. Interest income and other income, net are not allocated to individual segments as

these are managed on a consolidated basis. The accounting policies for segment reporting are the

same as for our consolidated financial statements.

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

The following tables present the significant segment expenses regularly reviewed by our CODM:

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(a)Other operating expenses primarily consists of office rent, business software, travel, indirect

taxes, and professional fees.

(b)Expense is a non-cash item and excluded from the profitability measure of Adjusted EBITDA.

NOTE 8—CONTINGENCIES

In the ordinary course of business, the Company is a party to various lawsuits. The Company

establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable

outcome is probable and the loss is reasonably estimable. Management has also identified certain other

legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is

established. Although management currently believes that resolving claims against us, including claims

where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity,

results of operations, or financial condition of the Company, these matters are subject to inherent

uncertainties and management’s view of these matters may change in the future. The Company also

evaluates other contingent matters, including income and non-income tax contingencies, to assess the

likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an

unfavorable outcome of one or more of these lawsuits or other contingencies could have a material

impact on the liquidity, results of operations, or financial condition of the Company. See “Note 2—

Income Taxes” for additional information related to income tax contingencies.

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

Irish Data Protection Commission Inquiry Regarding Tinder’s Practices

On February 3, 2020, we received a letter from the Irish Data Protection Commission (the “DPC”)

notifying us that the DPC had commenced an inquiry examining Tinder’s compliance with the EU’s

General Data Protection Regulation (“GDPR”), focusing on Tinder’s processes for handling access and

deletion requests and Tinder’s user data retention policies. On January 8, 2024, the DPC provided us

with a preliminary draft decision alleging that certain of Tinder’s access and retention policies, largely

relating to protecting the safety and privacy of Tinder’s users, violate GDPR requirements. We filed our

response to the preliminary draft decision on March 15, 2024, and the DPC issued its draft decision on

July 9, 2026 with a proposed fine between €8 million and €11 million. We recorded a $9.1 million

provision for this matter during the quarter ended June 30, 2026, which is included in our consolidated

financial statements as “general and administrative expense” and a related accrual is included in

“accrued expenses and other current liabilities. We believe we have strong defenses to these claims

and will defend vigorously against them.

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

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

Operations

During the quarter ended June 30, 2026, we reorganized our brands into three operating

segments. Specifically, the Evergreen and Emerging and MG Asia operating segments were combined

into a new segment called “Everyone Everywhere.” This change has been reflected in all historical

periods presented. The Tinder and Hinge operating segments remain unchanged.

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®.
• Everyone Everywhere (“E&E”) consists of the world-wide activity of the brands Match®,

Meetic®, OkCupid®, Plenty Of Fish®, Pairs™, Azar®, BLK®, Chispa™, The League®, Upward®,

Salams®, HER™, and other smaller brands.

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

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

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

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

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

operations and certain shared software).

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

includes both subscription and à la carte revenue.

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

substantially all of which is advertising revenue.

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

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

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

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

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

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

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

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

of months in the period.

Operating costs and expenses:

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

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

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

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

employee compensation expense and stock-based compensation expense for personnel

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

• General and administrative expense consists primarily of employee compensation expense

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

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

related costs for acquisitions), and facilities costs.

• Product development expense consists primarily of employee compensation expense and

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

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

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

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

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

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

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

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

energy, and bandwidth costs associated with data centers.

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

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

print advertising, and production of advertising content.

• Employee compensation expense consists primarily of compensation expense (excluding

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

capitalized.

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

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

not capitalized. These expenses are not paid in cash.

Long-term debt:

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

of June 30, 2026 and December 31, 2025, there was $0.6 million outstanding in letters of

credit and $499.4 million of availability under the Credit Facility.

• 5.00% Senior Notes - MG Holdings II’s 5.00% Senior Notes due December 15, 2027, with

interest payable each June 15 and December 15, which were issued on December 4, 2017. As

of June 30, 2026, $450 million aggregate principal amount was outstanding.

• 4.625% Senior Notes - MG Holdings II’s 4.625% Senior Notes due June 1, 2028, with interest

payable each June 1 and December 1, which were issued on May 19, 2020. As of June 30,

2026, $500 million aggregate principal amount was outstanding.

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

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

As of June 30, 2026, $350 million aggregate principal amount was outstanding.

• 4.125% Senior Notes - MG Holdings II’s 4.125% Senior Notes due August 1, 2030, with

interest payable each February 1 and August 1, which were issued on February 11, 2020. As

of June 30, 2026, $500 million aggregate principal amount was outstanding.

• 3.625% Senior Notes - MG Holdings II’s 3.625% Senior Notes due October 1, 2031, with

interest payable each April 1 and October 1, which were issued on October 4, 2021. As of

June 30, 2026, $500 million aggregate principal amount was outstanding.

• 6.125% Senior Notes - MG Holdings II’s 6.125% Senior Notes due September 15, 2033, with

interest payable each March 15 and September 15, which were issued on August 20, 2025.

The proceeds from the issuance of these notes were used to repay all of the outstanding 2026

Exchangeable Notes at their maturity or earlier, and the remaining proceeds were used for

general corporate purposes. As of June 30, 2026, $700 million aggregate principal amount

was outstanding.

• 2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes which were repaid at

maturity on June 15, 2026.

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

issued by Match Group FinanceCo 3, Inc., a subsidiary of the Company, which are

exchangeable into shares of the Company's common stock. Interest is payable each January

15 and July 15. As of June 30, 2026, $575 million aggregate principal amount was

outstanding.

Non-GAAP financial measure:

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

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

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

Group, Inc. to Adjusted EBITDA.

Management Overview

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

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

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

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

services to meet the varying preferences of our users.

We manage our portfolio of brands in three business units: Tinder, Hinge, and Everyone

Everywhere.

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

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

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

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

Azar Business Update

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

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

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

The app updates necessitated by the new guidelines and the temporary removal from the app store

resulted in lower Direct Revenue for the three and six months ended June 30, 2026.

During the quarter ended March 31, 2026, we also updated the business forecast associated with

the Azar app, which resulted in an impairment of $25.2 million to the indefinite-lived asset associated

with the Azar trade name.

Additional Information

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

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

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

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

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

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

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

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

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

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

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

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

Results of Operations for the three and six months ended June 30, 2026 compared to the three

and six months ended June 30, 2025

Revenue

For the three months ended June 30, 2026 compared to the three months ended June 30, 2025

Tinder Direct Revenue declined 1%, driven by a 5% decrease in Payers, partially offset by an

increase in RPP of 4%.

Hinge Direct Revenue grew 22%, driven by 17% Payer growth, reflecting Hinge’s continued

European expansion, and 4% RPP growth.

E&E Direct Revenue declined 17%, including a $19 million decrease in revenue at Azar impacted

by the temporary Azar app removal discussed in the Azar business update above. Additional decreases

occurred at several other brands within E&E.

Indirect Revenue decreased due to lower direct advertisement revenue compared to 2025.

For the six months ended June 30, 2026 compared to the six months ended June 30, 2025

Tinder Direct Revenue increased $3.6 million, essentially flat compared to 2025. Direct Revenue

benefited from a 6% increase in RPP, which was positively impacted by the weakening of the U.S.

dollar compared to the Euro, mostly offset by a 5% decrease in Payers. On a consistent foreign

exchange rate basis, Direct Revenue declined $22.9 million, or 3%.

Hinge Direct Revenue grew $78.3 million, or 24%. Revenue growth was driven by continued

growth in the US and other English speaking markets and in European expansion markets. Payers

increased 16%, and RPP increased 7%. RPP was positively impacted by the weakening of the U.S.

dollar compared to the Euro.

E&E Direct Revenue declined $52.0 million, or 12%. The decline at E&E was driven by lower

revenue at Azar, reflecting the temporary app removal, as well as Payer declines at several other E&E

brands, partially offset by higher RPP. RPP was positively impacted by the weakening of the U.S. dollar

compared to the Euro.

Indirect Revenue decreased due to lower direct advertisement revenue compared to 2025.

Cost of revenue (exclusive of depreciation)

For the three months ended June 30, 2026 compared to the three months ended June 30, 2025

Cost of revenue decreased across all segments primarily due to Payers shifting from app store

payments to alternate payment methods, resulting in $38.0 million lower in-app purchase fees and an

increase of $4.6 million in credit card processing fees.

For the six months ended June 30, 2026 compared to the six months ended June 30, 2025

Cost of revenue decreased across all segments primarily due to the factors described above in the

three-month discussion.

Selling and marketing expense

For the three months ended June 30, 2026 compared to the three months ended June 30, 2025

Selling and marketing expense increased 7% primarily due to higher cost of acquisition expense at

Tinder and Hinge, partially offset by reductions at E&E.

For the six months ended June 30, 2026 compared to the six months ended June 30, 2025

Selling and marketing expense increased 5% primarily due to the factors described above in the

three-month discussion.

General and administrative expense

For the three months ended June 30, 2026 compared to the three months ended June 30, 2025

General and administrative expense decreased primarily due to a decrease in employee

compensation of $12.0 million primarily within E&E and Corporate and Unallocated Costs due to a

reduction in severance expense and reduced headcount. Additionally, legal expense decreased $15.1

million primarily within E&E, partially offset by an increase at Tinder.

For the six months ended June 30, 2026 compared to the six months ended June 30, 2025

General and administrative expense decreased primarily due to a decrease in employee

compensation of $20.6 million primarily within Corporate and Unallocated Costs and E&E due to

reduced headcount and a reduction in severance expense compared to 2025. Stock-based

compensation decreased $10.0 million primarily within Hinge and Tinder mostly due to headcount

reductions. Additionally, legal expense decreased $16.6 million primarily within E&E, partially offset by

an increase at Tinder.

Product development expense

For the three months ended June 30, 2026 compared to the three months ended June 30, 2025

Product development expense was flat with lower employee and stock-based compensation

expense at Tinder and E&E; mostly offset by increased employee and stock-based compensation

expense at Hinge and increased expense at Tinder and Hinge related to utilization of AI.

For the six months ended June 30, 2026 compared to the six months ended June 30, 2025

Product development expense decreased 2% primarily due to the lower compensation expense

noted in the three-month discussion above, partially offset by the incremental expense associated with

AI utilization.

Depreciation

For the three months ended June 30, 2026 compared to the three months ended June 30, 2025

Depreciation was lower in 2026 compared to 2025 primarily due to a decrease in depreciation of

internally developed software at Tinder as certain assets became fully depreciated in the prior year,

partially offset by increases within Hinge and E&E.

For the six months ended June 30, 2026 compared to the six months ended June 30, 2025

Depreciation was lower in 2026 compared to 2025 primarily due to a decrease in depreciation of

internally developed software at Tinder as certain assets became fully depreciated in the prior year.

Impairments and amortization of intangibles

For the three months ended June 30, 2026 compared to the three months ended June 30, 2025

Amortization of intangibles decreased primarily due to certain acquired assets having been fully

amortized in 2025.

For the six months ended June 30, 2026 compared to the six months ended June 30, 2025

Impairments and amortization of intangibles increased primarily due to impairments of intangible

assets at E&E of $25.2 million as discussed in the Azar business update above.

Net Income, Operating income, and Adjusted EBITDA

NM = Not meaningful

For a reconciliation of operating income to Adjusted EBITDA for each reportable segment, see

“Non-GAAP Financial Measures.”

For the three months ended June 30, 2026 compared to the three months ended June 30, 2025

• Tinder’s operating income was $210.9 million, down 3%, and Adjusted EBITDA was $233.0

million, down 5%, primarily due to an increase in cost of acquisition and a decrease in revenue,

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

a reduction in depreciation and stock-based compensation expense.

• Hinge’s operating income was $63.1 million, an increase of 62%, and Adjusted EBITDA was

$79.4 million, an increase of 48%, primarily due to continued Payer growth, partially offset by

increased cost of acquisition and employee compensation within product development

expense.

• E&E’s operating income was $21.0 million, an increase of $25.7 million, and Adjusted EBITDA

was $54.1 million, an increase of 69%, both improving primarily due to reductions in legal

expenses, in-app purchase fees, cost of acquisition, and employee compensation expense.

These reductions were partially offset by the decrease in revenue.

For the six months ended June 30, 2026 compared to the six months ended June 30, 2025

• Tinder’s operating income was $426.8 million, up 4%, and Adjusted EBITDA was $470.1

million, down 1%, primarily due to the factors described above in the three-month discussion.

Operating income further benefited from a reduction in depreciation and stock-based

compensation expense.

• Hinge’s operating income was $119.2 million, an increase of 76%, and Adjusted EBITDA was

$150.0 million, an increase of 56%, primarily due to the factors described above in the three-

month discussion.

• E&E’s operating income was $24.9 million, an increase of $19.4 million, and Adjusted EBITDA

was $114.6 million, an increase of 44%, both improving primarily due to the factors described

above in the three-month discussion.

At June 30, 2026, there was $381.5 million of unrecognized compensation cost, net of estimated

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

period of approximately 2.1 years.

Interest expense

For the three months ended June 30, 2026 compared to the three months ended June 30, 2025

Interest expense increased primarily due to the issuance of the 6.125% Senior Notes in August

For the six months ended June 30, 2026 compared to the six months ended June 30, 2025

Interest expense increased primarily due to the issuance of the 6.125% Senior Notes in August

2025, partially offset by the decrease in the outstanding balance of the Company’s former term loan

which was repaid in full in January 2025.

Other income (expense), net

For the three months ended June 30, 2026 compared to the three months ended June 30, 2025

For the six months ended June 30, 2026 compared to the six months ended June 30, 2025

Income tax provision

For the three months ended June 30, 2026 compared to the three months ended June 30, 2025

In 2026 and 2025, the effective rates of 21% and 20%, respectively, were at or lower than the

statutory rate primarily due to the lower tax rate on U.S. income derived from foreign sources and

research credits. These effects were partially offset by state income taxes, nondeductible stock-based

compensation, and foreign income taxed at higher rates.

For the six months ended June 30, 2026 compared to the six months ended June 30, 2025

In 2026 and 2025, the effective rates of 19% and 18%, respectively, were lower than the statutory

rate primarily due to the lower tax rate on U.S. income derived from foreign sources, excess tax benefits

generated by the exercise and vesting of stock-based awards, and research credits. These effects were

partially offset by nondeductible stock-based compensation, state income taxes, and foreign income

taxed at higher rates.

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

Organization for Economic Cooperation and Development's ("OECD") international tax framework,

including the Pillar II minimum tax regime. The Company analyzed the impact of enacted legislation and

determined it does not have a material impact to the income tax provision. The Company is continuing

to monitor future developments, including the side-by-side safe harbor, which would exclude U.S.-

parented multinational enterprises from the scope of certain Pillar II taxes.

For further details of income tax matters see “Note 2—Income Taxes” to the consolidated financial

statements included in “Item 1—Consolidated Financial Statements.”

NON-GAAP FINANCIAL MEASURES

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

which are supplemental measures to U.S. generally accepted accounting principles (“GAAP”). Adjusted

EBITDA is among the primary metrics by which we evaluate the performance of our business, on which

our internal budget is based, and by which management is compensated. Revenue excluding foreign

exchange effects provides a comparable framework for assessing how our business performed without

the effect of exchange rate differences when compared to prior periods. We believe that investors

should have access to the same set of tools that we use in analyzing our results. These non-GAAP

measures should be considered in addition to results prepared in accordance with GAAP, but should

not be considered a substitute for or superior to GAAP results. Match Group endeavors to compensate

for the limitations of the non-GAAP measures presented by providing the comparable GAAP measures

with equal or greater prominence and descriptions of the reconciling items, including quantifying such

items, to derive the non-GAAP measures. We encourage investors to examine the reconciling

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

Adjusted EBITDA

Adjusted EBITDA is defined as net income attributable to Match Group, Inc. shareholders

excluding: (1) net income or loss attributable to noncontrolling interests; (2) income tax provision or

benefit; (3) other income (expense), net; (4) interest expense; (5) depreciation; (6) acquisition-related

items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible

assets, if applicable, and (ii) gains and losses recognized on changes in fair value of contingent

consideration arrangements, as applicable; and (7) stock-based compensation expense. We believe

Adjusted EBITDA is useful to analysts and investors as this measure allows a more meaningful

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

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

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

Non-Cash Expenses That Are Excluded From Adjusted EBITDA

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

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

and we include the related shares in our fully diluted shares outstanding using the treasury stock

method; however, performance-based RSUs and market-based awards are included only to the extent

the applicable performance or market condition(s) have been met (assuming the end of the reporting

period is the end of the contingency period). To the extent stock-based awards are settled on a net

basis, we remit the required tax-withholding amounts from current funds.

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

the straight-line method to allocate the cost of depreciable assets to operations over their estimated

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

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

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

intangible assets of the acquired company, such as customer lists, trade names, and technology, are

valued and amortized over their estimated lives. Value is also assigned to (i) acquired indefinite-lived

intangible assets, which consist of trade names and trademarks, and (ii) goodwill, which are not subject

to amortization. An impairment is recorded when the carrying value of an intangible asset or goodwill

exceeds its fair value. We believe that intangible assets represent costs incurred by the acquired

company to build value prior to acquisition and the related amortization and impairment charges of

intangible assets or goodwill, if applicable, are not ongoing costs of doing business.

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:

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

Effects of Changes in Foreign Exchange Rates on Revenue

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

important factor in understanding period over period comparisons if movement in exchange rates is

significant. Since our results are reported in U.S. dollars, international revenue is favorably impacted as

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

strengthens relative to other currencies. We believe the presentation of revenue excluding the effects

from foreign exchange, in addition to reported revenue, helps improve investors’ ability to understand

the Company’s performance because it excludes the impact of foreign currency volatility that is not

indicative of Match Group’s core operating results.

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

rates had remained constant period over period. Revenue excluding foreign exchange effects is

calculated by translating current period revenue using prior period exchange rates. The percentage

change in revenue excluding foreign exchange effects is calculated by determining the change in

current period revenue over prior period revenue where current period revenue is translated using prior

period exchange rates.

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

Revenue by segment for the three and six months ended June 30, 2026, compared to the three and six

months ended June 30, 2025:

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Position

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

is 91 days prior to the maturity date of the existing senior notes due 2027, 2028, or 2029, or any

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

days after March 20, 2029, in each case if and only if at least $250 million in aggregate

principal amount of such debt is outstanding on such date.

Long-term Debt

For a detailed description of long-term debt, see “Note 4—Long-term Debt, net” to the

consolidated financial statements included in “Item 1—Consolidated Financial Statements.”

Cash Flow Information

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

2026

Net cash provided by operating activities in 2026 includes adjustments to income of $120.6 million

of stock-based compensation expense, $42.3 million of impairments and amortization of intangibles,

$29.5 million of depreciation, and $26.7 million of deferred income taxes. The increase in cash from

changes in working capital was primarily due to an increase from accounts receivable of $22.5 million,

an increase from net income taxes of $20.1 million due to timing of payments, and an increase from

other assets of $12.6 million. Partially offsetting these increases was a decrease from accounts payable

and other liabilities of $47.4 million, including the $60.5 million settlement of the Allan Candelore v.

Tinder lawsuit that was paid into escrow during the period, in addition to the timing of other payments.

Net cash used in investing activities in 2026 is primarily a $100.0 million minority investment in

Sniffies and capital expenditures of $37.7 million primarily related to internal development of software.

Net cash used in financing activities in 2026 is primarily due to payments of $423.9 million to repay

the outstanding 2026 Exchangeable Notes at maturity, purchases of treasury stock of $245.4 million,

payments of $92.5 million of withholding taxes paid on behalf of employees for net-settled stock-based

awards, and dividends paid of $90.9 million.

2025

Net cash provided by operating activities in 2025 includes adjustments to income of $137.9 million

of stock-based compensation expense, $39.8 million of depreciation, and $21.0 million of amortization

of intangibles. The decrease in cash from changes in working capital primarily consists of a decrease in

accounts payable and other liabilities of $19.4 million, primarily related to the timing of payments, a

decrease in net income taxes payable of $6.1 million due to timing of payments, and a decrease in

deferred revenue of $6.6 million. These items were partially offset by a decrease in other assets of

$32.3 million.

Net cash used in investing activities in 2025 consists primarily of capital expenditures of $28.3

million primarily related to internal development of software and $26.0 million of other investing cash

outflows.

Net cash used in financing activities in 2025 is primarily due to the repayment of the Company’s

former term loan of $425.0 million, purchases of treasury stock of $419.7 million, dividends paid of

$95.0 million, and payments of $89.9 million of withholding taxes paid on behalf of employees for net-

settled stock-based awards.

Liquidity and Capital Resources

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

flows generated from operations. As of June 30, 2026, $499.4 million was available under the Credit

Facility.

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

For additional information on long-term debt, including maturity dates and interest rates, see “Note 4—

Long-term Debt, net” to the consolidated financial statements included in “Item 1—Consolidated

Financial Statements.” For additional information on operating lease payments, including a schedule of

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

—Consolidated Financial Statements and Supplementary Data” of the Company’s Annual Report on

Form 10-K for the year ended December 31, 2025. The Company believes it has sufficient cash flows

from operations to satisfy these future obligations.

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

with the development and expansion of its operations. The Company expects that 2026 cash capital

expenditures will be between $65 million and $75 million, an increase to 2025 cash capital expenditures

primarily due to an increase in leasehold improvements and capitalized labor.

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

Our obligations under these various purchase commitments are $68.0 million for 2027, and $70.3

million for 2028.

At June 30, 2026, we do not have any off-balance sheet arrangements, other than as described

above.

On December 10, 2024, the Board of Directors authorized a share repurchase program of up to

$1.5 billion in aggregate value of shares of Match Group common stock (the “Share Repurchase

Program”). Under the Share Repurchase Program, $697 million in aggregate value of shares of Match

Group common stock remains available for repurchase as of July 31, 2026. Under the Share

Repurchase Program, shares of our common stock may be purchased on a discretionary basis from

time to time, subject to general business and market conditions and other investment opportunities,

through open market purchases, privately negotiated transactions or other means, including through

Rule 10b5-1 trading plans. The Share Repurchase Program may be commenced, suspended or

discontinued at any time. During the six months ended June 30, 2026, we repurchased 7.3 million

shares for $245.4 million under the Share Repurchase Program. Between July 1 and July 31, 2026, we

repurchased 0.4 million shares for $16.2 million under the Share Repurchase Program.

The Company currently settles substantially all stock-based awards on a net basis. Assuming all

stock-based awards outstanding on July 31, 2026 were net settled at the closing price on that date, we

would issue 7.8 million shares of common stock (of which 0.1 million are related to vested awards and

7.7 million are related to unvested awards) and, assuming a 50% withholding rate, would remit $305.7

million in cash for withholding taxes (of which $2.8 million is related to vested awards and $302.9 million

is related to unvested awards). If we did not settle awards on a net basis and instead issued a sufficient

number of shares to cover the $305.7 million employee withholding tax obligation, 7.8 million additional

shares would be issued by the Company.

As of June 30, 2026, all of the Company’s international cash can be repatriated without significant

tax consequences.

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

needs, acquisitions, capital expenditures, debt service, or other requirements; and (ii) use operating

cash flow to pursue acquisitions or invest in other areas, such as developing properties and exploiting

business opportunities. The Company may need to raise additional capital through future debt or equity

financing to make additional acquisitions and investments or to provide for greater financial flexibility.

Additional financing may not be available on terms favorable to the Company or at all.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

during the preparation of its consolidated financial statements in accordance with U.S. GAAP. These

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

expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from

these estimates.

During the six months ended June 30, 2026, there were no material changes to the Company’s

critical accounting policies and estimates since the disclosure in our Annual Report on Form 10-K for

the year ended December 31, 2025.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

During the six months ended June 30, 2026, there were no material changes to the Company’s

instruments or positions that are sensitive to market risk since the disclosure in our Annual Report on

Form 10-K for the year ended December 31, 2025.

Item 4. Controls and Procedures

The Company monitors and evaluates on an ongoing basis its disclosure controls and procedures

and internal control over financial reporting in order to improve their overall effectiveness. In the course

of these evaluations, the Company modifies and refines its internal processes as conditions warrant.

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), Match Group management, including our principal executive and principal financial

officers, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined

by Rule 13a-15(e) under the Exchange Act. Based on this evaluation, management has concluded that

the Company’s disclosure controls and procedures were effective as of the end of the period covered

by this report in providing reasonable assurance that information we are required to disclose in our

filings with the Securities and Exchange Commission under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the Commission's rules and forms, and

includes controls and procedures designed to ensure that information required to be disclosed by us in

the reports that we file or submit under the Exchange Act is accumulated and communicated to our

management, including our principal executive and principal financial officers, as appropriate to allow

timely decisions regarding required disclosure.

There were no changes to the Company’s internal control over financial reporting during the period

covered by this report that have materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

Overview

We are, and from time to time may become, involved in various legal proceedings arising in the

normal course of our business activities, such as trademark and patent infringement claims, trademark

oppositions, and consumer or advertising complaints, as well as stockholder derivative actions, class

action lawsuits, mass arbitrations, and other matters. The amounts that may be recovered in such

matters may be subject to insurance coverage. The litigation matters described below involve issues or

claims that may be of particular interest to our stockholders, regardless of whether any of these matters

may be material to our financial position or operations based upon the standard set forth in the SEC’s

rules.

Consumer Class Action Litigation Challenging Tinder’s Age-Tiered Pricing

On May 28, 2015, a putative state-wide class action was filed against Tinder in state court in

California. See Allan Candelore v. Tinder, Inc., No. BC583162 (Superior Court of California, County of

Los Angeles). The complaint principally alleges that Tinder violated California’s Unruh Civil Rights Act

by offering and charging users over a certain age a higher price than younger users for subscriptions to

its premium Tinder Plus service. Plaintiff sought damages in an unspecified amount. On July 15, 2024,

the court granted Plaintiff’s motion to certify a class based upon California Tinder Plus and Tinder Gold

subscribers age 29 and over. On January 17, 2025, the court denied our motion to compel the class

and the plaintiff to arbitration. We filed a Notice of Appeal on January 24, 2025, and on April 18, 2025,

the court stayed the case pending our appeal. On September 10, 2025, the parties agreed to settle the

case on a class-wide basis for a payment of $60.5 million. The court preliminarily approved the

settlement on January 13, 2026, and granted final approval on June 5, 2026.

Irish Data Protection Commission Inquiry Regarding Tinder’s Practices

On February 3, 2020, we received a letter from the Irish Data Protection Commission (the “DPC”)

notifying us that the DPC had commenced an inquiry examining Tinder’s compliance with the EU’s

General Data Protection Regulation (“GDPR”), focusing on Tinder’s processes for handling access and

deletion requests and Tinder’s user data retention policies. On January 8, 2024, the DPC provided us

with a preliminary draft decision alleging that certain of Tinder’s access and retention policies, largely

relating to protecting the safety and privacy of Tinder’s users, violate GDPR requirements. We filed our

response to the preliminary draft decision on March 15, 2024, and the DPC issued its draft decision on

July 9, 2026. We believe we have strong defenses to these claims and will defend vigorously against

them.

FTC Investigation of Certain Subsidiary Data Privacy Representations

On March 19, 2020, the FTC issued an initial Civil Investigative Demand (“CID”) to the Company

requiring us to produce certain documents and information regarding the allegedly wrongful conduct of

OkCupid in 2014 and our public statements in 2019 regarding such conduct and whether such conduct

and statements were unfair or deceptive under the FTC Act. On May 26, 2022, the FTC filed a Petition

to Enforce Match Civil Investigative Demand, and on June 20, 2025, the Court ordered that the FTC’s

Petition be granted in part and denied in part. See FTC v. Match Group, Inc., No. 1:22-mc-00054

(District of Columbia). On February 23, 2026, the parties reached an agreement in principle to resolve

the investigation. The settlement was approved by the FTC and filed with the Northern District of Texas

on March 30, 2026. The court approved the settlement on April 30, 2026. Pursuant to the settlement

agreement, certain of the Company’s subsidiaries agreed not to misrepresent their privacy practices,

including with respect to the collection, use, or disclosure of personal information. The settlement

agreement also includes provisions allowing the FTC to monitor the subsidiaries’ compliance.

Securities Derivative Actions

In December 2024, purported Match Group stockholders filed two derivative complaints in the

Central District of California (nominally on behalf of the Company) against certain of Match Group, Inc.’s

current and former executive officers and members of its board of directors, alleging violations of the

federal securities laws and breach of fiduciary duty stemming from allegations that Match Group

materially understated the challenges affecting its Tinder business and, as a result, understated the risk

that Tinder's monthly active user count would not recover by the time the Company reported its financial

results for the third fiscal quarter of 2024. See Hollin v. Kim, et al., No. 2:24-CV-10776 (Central District

of California), and Roy v Kim, et al., No. 2:24-cv-11007 (Central District of California). In August 2025, a

third derivative complaint was filed in the Central District of California alleging similar causes of action.

See Habedus v. Kim, et al., No. 2:25-cv-07171 (Central District of California). On September 9, 2025,

the court dismissed the Habedus derivative action with prejudice as to all defendants. On April 16,

2026, the court in the Roy derivative action granted the plaintiff's request to voluntarily dismiss the case

without prejudice. As to the remaining derivative action, we believe that we have strong defenses to the

allegations and will defend vigorously against them.

Netherlands Privacy Class Action

On December 17, 2024, a writ of summons was filed against MTCH Technologies Services

Limited, an indirect subsidiary of the Company, and Match Group, Inc. in the District Court of

Amsterdam. Among other things, the lawsuit alleges that defendants unlawfully collected, processed,

and shared Dutch Tinder users’ personal data without proper consent in violation of GDPR and Dutch

consumer protection laws. See Stichting Take Back Your Privacy v. MTCH Technologies Services

Limited et al. (Amsterdam). The lawsuit purports to represent a class of Dutch Tinder users from May

25, 2018 until the court’s final judgment and seeks monetary damages and injunctive relief. On May 7,

2025, we filed a motion contesting jurisdiction, and the plaintiff filed an opposition on June 18, 2025.

On May 20, 2026, the court confirmed jurisdiction over the non-GDPR claims but has not yet decided

on jurisdiction over the GDPR claims. The court is considering staying the entire case, and we are

awaiting a decision on that issue. We believe that we have strong defenses to the allegations and will

defend vigorously against them.

Item 1A. Risk Factors

This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of

the Private Securities Litigation Reform Act of 1995. All statements that are not historical facts are

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

The Company did not issue or sell any shares of its common stock or any other equity securities

pursuant to unregistered transactions during the quarter ended June 30, 2026.

Issuer Purchases of Equity Securities

The following table sets forth purchases by the Company of its common stock during the quarter

ended June 30, 2026:

(1) Reflects repurchases made pursuant to the Share Repurchase Program.

(2) Represents the aggregate value of shares of common stock that remained available for

repurchase pursuant to the Share Repurchase Program. The timing and actual number of any

shares repurchased will depend on a variety of factors, including price, general business and

market conditions, and alternative investment opportunities. The Company is not obligated to

purchase any shares under the repurchase programs, and repurchases may be commenced,

suspended or discontinued from time to time without prior notice.

Item 2U. Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

The Company did not issue or sell any shares of its common stock or any other equity securities

pursuant to unregistered transactions during the quarter ended June 30, 2026.

Issuer Purchases of Equity Securities

The following table sets forth purchases by the Company of its common stock during the quarter

ended June 30, 2026:

(1) Reflects repurchases made pursuant to the Share Repurchase Program.

(2) Represents the aggregate value of shares of common stock that remained available for

repurchase pursuant to the Share Repurchase Program. The timing and actual number of any

shares repurchased will depend on a variety of factors, including price, general business and

market conditions, and alternative investment opportunities. The Company is not obligated to

purchase any shares under the repurchase programs, and repurchases may be commenced,

suspended or discontinued from time to time without prior notice.

Item 5. Other Information

Insider Trading Arrangements

During the three months ended June 30, 2026, no director or officer (as defined in Rule 16a-1(f)

under the Securities Exchange Act of 1934, as amended) of the Company adopted or terminated a

“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined

in Item 408(a) of Regulation S-K.

Item 5O. Other Information

Item 5. Other Information

Insider Trading Arrangements

During the three months ended June 30, 2026, no director or officer (as defined in Rule 16a-1(f)

under the Securities Exchange Act of 1934, as amended) of the Company adopted or terminated a

“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined

in Item 408(a) of Regulation S-K.

Item 6. Exhibits

The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed

herewith, incorporated by reference herein by reference to the location indicated or furnished herewith.