Match : 2025 Annual Report

About this update from Match Group, Inc.

2O2S Annual Report to Stockholders atchG r oup Dear Stockholders: At Match Group, our mission is simple, but deeply important and personal to me: to spark meaningful connections for every single person worldwide. In a world increasingly shaped by digital interactions, we believe our mission matters more than ever. We are living through a growing loneliness epidemic. As expectations around how people meet and connect continue to evolve, it's our responsibility to meet those changing needs. When I joined in 2025, we began executing a three-phase transformation to reposition Match Group for long-term success: Reset the company, Revitalize our products, and drive a Resurgence in our user growth and financial performance. The Reset phase consisted of reshaping our organization to operate with greater speed, accountability, and focus at Match Group and Tinder ® , specifically. We streamlined decision-making, increased collaboration, and reoriented teams around product excellence and user outcomes, creating a stronger foundation for the work ahead. At the same time, we introduced a unified '1MG' approach, breaking down silos and leveraging shared data, technology, and insights across our brands. When strong teams are aligned around clear priorities and urgency, execution improves quickly and that is what we saw across the company. We are now squarely in the Revitalize phase, focused on improving our products and delivering better user outcomes through a product-led approach. This is the core work underway today. Over time, we believe this work will drive the Resurgence phase, which we coin as a return to sustainable user growth and stronger financial performance in 2027 at Tinder. Our Portfolio Approach A key part of this transformation is how we think about and operate our portfolio. We serve a broad range of user needs from lower-pressure discovery to more intentional, relationship-focused experiences across category-leading apps like Tinder and Hinge ® , as well many other brands. In 2025, we further clarified how these brands fit together through a simple framework spanning three dimensions: Fun , which emphasizes more playful, low-pressure connection (e.g. Tinder); Focus , which supports intentional relationship-seeking (e.g. Hinge); and Familiarity , which fosters belonging within shared communities. Some brands live at the intersection of these dimensions. This framework allows us to serve a range of user intents, while maintaining clear and distinct brand identities. We believe this clarity provides several advantages: Better data and learning across platforms. More efficient product development and innovation. Clearer brand positioning across different user needs. Opportunities to identify white space available for long-term growth. The Tinder Turnaround Tinder is both our largest business and our biggest opportunity. Over the past few years, parts of the product experience did not keep pace with evolving user expectations, especially among Gen Z, where preferences have shifted toward more authentic and lower-pressure ways to connect. We addressed that directly by reorienting Tinder around a clear set of product principles: prioritizing user outcomes, building for trust and safety, and moving faster with greater speed and accountability. We streamlined the organization, accelerated product velocity, and designed a roadmap centered on improving user experiences. This work began to show up in our product innovation: New modes like Double Date are making dating more interactive and lower-pressure for younger users. AI-driven recommendation improvements are increasing relevance and match quality, and AI-enabled features like Chemistry are providing more curated experiences. Face Check TM , our facial verification feature, is helping to reduce interactions with bad actors 1 and improve the perception of trust and safety on the app. Today, we measure success differently. We are focused on whether these features are actually helping people connect, as measured by Sparks (the number of users engaging in a six-way conversation), as a proxy for real connection. We saw this approach translate into our metrics in 2025: Engagement trends began to improve, including gains in Sparks and Sparks Coverage 2 , along with improved retention. New registrations strengthened, an important leading indicator that we expect to flow through to monthly active users ("MAU") stabilization and revenue growth over time. Year-over-year ("Y/Y") Direct Revenue declined modestly as we deliberately began prioritizing user outcomes. 1 Based on a random weighted sample of in-app profile views. Bad actors include accounts that engage in deceptive or harmful behaviors, including spam, scam attempts, or operating automated fake profiles (bots). 2 The percent of users that get a Spark (6-way conversation) in a given period. This reflects how we think about the funnel: improvements in product quality drive better conversations (Sparks and Sparks Coverage), which improves retention, stabilizes MAU, and ultimately supports sustainable revenue growth. These changes reflect a fundamental shift in how Tinder operates. We are still early in this transformation, the trajectory is encouraging and the direction is clear. Turning around a business of our scale takes time, and we are making intentional investments that may create short-term trade-offs, but we are confident in the path forward. Hinge Hinge continues to demonstrate the power of when product, brand, and user insights are fully aligned. Simply put, Hinge is performing exceptionally well, with Direct Revenue growing 26% Y/Y in 2025. On the product side, Hinge is improving match quality and real-world outcomes through meaningful innovation: AI-driven recommendation improvements increasing match quality and real-world outcomes Features designed to improve self-expression and conversation quality, including First Impressions , AI-powered Prompt Feedback , and Convo Starters , are helping users engage more meaningfully New experiences designed to move users from matching to real-world dates faster At the same time, Hinge is scaling globally, with successful launches in Mexico and Brazil in the back half of 2025, and ongoing momentum across European expansion markets. Hinge is an important proof point for Match Group. It demonstrates that when we deliver a high-quality product experience focused on real outcomes, demand is strong and growth follows. We continue to invest behind Hinge's momentum and see significant runway ahead. Emerging & Evergreen + MG Asia For our Evergreen & Emerging ("E&E") brands, we are seeing audience headwinds on certain brands and are focused on improving product-market fit by refining the user experience. In MG Asia, performance has been impacted by regional dynamics, including Azar ® 's ongoing block in Turkey and its removal from the App Store by Apple and subsequent reinstatement with different product functionality. In Japan, Pairs™ continues to play an important role in our portfolio, supporting users seeking more intentional, relationship-focused connections. In both areas, we are applying the same product-led approach: prioritizing user outcomes, improving core experiences, and positioning these businesses for durable growth over time. Financial Performance In 2025, we delivered solid financial performance while investing in our transformation. We generated $3.5 billion in Total Revenue and strong cash flow, returning significant capital to stockholders through share buybacks and a dividend. At the same time, we made disciplined investments in product innovation, marketing, and international expansion, particularly at Tinder and Hinge, to position Match Group for future growth. Additional details on our financial performance and outlook are available in our earnings materials. Looking Ahead As we move through 2026, we are focused on continuing the product-led transformation already underway: advancing Tinder's turnaround, scaling Hinge's momentum, extracting greater synergy from bringing business units closer together, and bringing new innovation across the portfolio. This includes accelerating our roadmaps around AI-driven innovation, expanding how people connect through new formats and experiences, and continuing to raise the bar for trust and safety across our apps. Importantly, we are able to invest in this transformation while continuing to return capital to stockholders, reflecting the strength of our business model. As we execute, we are guided by a simple principle: great people, properly organized and motivated, utilize consumer insights to build great products that when properly marketed attract large audiences and drive long-term shareholder value. Thank you for your continued support and belief in our vision. We appreciate the trust you place in us and remain committed to delivering long-term value on your behalf. We believe that Match Group's best days are ahead of us. We look forward to sharing our progress as we continue building the future of human connection. Sincerely, Spencer Rascoff Chief Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2025 Or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-34148 Match Group, Inc. (Exact name of registrant as specified in its charter) Delaware 59-2712887 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231 (Address of Registrant's principal executive offices and zip code) (214) 576-9352 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of exchange on which registered Common Stock, par value $0.001 MTCH The Nasdaq Global Market LLC (Nasdaq Global Select Market) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☑ No ☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑ As of February 20, 2026, there were 232,644,477 shares of common stock outstanding. The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2025 was $7,426,689,174. For the purpose of the foregoing calculation only, shares held by all directors and executive officers of the registrant are assumed to be held by affiliates of the registrant. Documents Incorporated By Reference: Portions of Part III of this Annual Report are incorporated by reference to the Registrant's proxy statement for its 2026 Annual Meeting of Stockholders. TABLE OF CONTENTS Page Number PART I Item 1. Business 4 Item 1A. Risk Factors 14 Item 1B. Unresolved Staff Comments 32 Item 1C. Cybersecurity 32 Item 2. Properties 33 Item 3. Legal Proceedings 33 Item 4. Mine Safety Disclosure 35 PART II Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 36 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. Consolidated 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 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 107 Item 9A. Controls and Procedures 107 Item 9B. Other Information 109 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 109 PART III Item 10. Directors, Executive Officers and Corporate Governance 110 Item 11. Executive Compensation 110 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 110 Matters Item 13. Certain Relationships and Related Transactions, and Director Independence 110 Item 14. Principal Accountant Fees and Services 110 PART IV Item 15. Exhibits and Financial Statement Schedules 111 Item 16. Form 10-K Summary 111 Cautionary Statement Regarding Forward-Looking Information This annual report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipates," "estimates," "expects," "plans" and "believes," among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: Match Group's future financial performance, Match Group's business prospects and strategy, anticipated trends and prospects in the industries in which Match Group's businesses operate and other similar matters. These forward-looking statements are based on Match Group management's current expectations and assumptions about future events as of the date of this annual report, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: the risk factors set forth in "Item 1A-Risk Factors." Other unknown or unpredictable factors that could also adversely affect Match Group's business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, these forward-looking statements discussed in this annual report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of Match Group management as of the date of this annual report. Match Group does not undertake to update these forward-looking statements. PART I Item 1. Business Who we are 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. 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. 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. 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. 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. 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. 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. 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. Users generally associate strong brands with a higher likelihood of success and more tools to help the user connect safely and securely. Generally, successful brands depend on large, active communities of users, strong algorithmic filtering technology, and awareness of successful usage among similar users. Success and outcomes : Demonstrated success of other users attracts new users through word-of-mouth recommendations. 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. 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. 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. 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. 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. 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. 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®. 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. 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. 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). 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. 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. 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. OkCupid 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 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. 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. 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. 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. 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. 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. 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. Others encounter noise , as an abundance of options can feel overwhelming. Additionally, some experience alienation , seeking spaces where they feel a sense of belonging. To address these challenges, we introduced a simple framework to articulate how we position our brands across three complementary dimensions: Fun , Focus , and Familiarity . Together, these reflect how we believe individuals approach connection and provide different ways to engage depending on individuals' needs and preferences. Fun emphasizes creating engaging, lower-pressure ways to meet new people. Brands oriented toward Fun help reduce the pressure often associated with initiating connection. Focus emphasizes intentional experiences that help users navigate connection with greater purpose. Familiarity emphasizes belonging, serving communities defined by shared values, culture, or experiences and helping users feel understood and accepted. Our brands span these dimensions, with some solely speaking to one element and others operating at the intersection of two elements. For example, brands such as Tinder emphasize Fun ; Hinge emphasizes Focus ; and our affinity-based brands emphasize Familiarity . Several Evergreen and Emerging brands, including Match, Meetic, Plenty of Fish, OurTime, and OkCupid, combine elements of these dimensions, reflecting the varied ways individuals seek connection over time. This framework allows us to focus on how we offer differentiated services that collectively address a broad spectrum of user needs while maintaining clear roles and positioning for individual brands. It also provides a lens for innovation, experimentation, and portfolio evolution as user behaviors, technologies, and external forces change. Operationally, we strive to empower individual leaders to grow their respective brands. Our brands compete with each other and with third-party businesses on brand characteristics, service features, and business models. 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". 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. We further support the portfolio by: operating shared services across brands, including trust and safety and moderation, certain technology and data platforms, media buying, and regional go-to-market capabilities; centralizing select commercial, technical, and operational capabilities where scale, expertise, and common business needs exist; developing and deploying talent across the portfolio to build specialized skills and support priority initiatives; promoting cross-brand collaboration and knowledge-sharing in areas such as marketing optimization, infrastructure and cloud utilization, recommendation systems, and user engagement; and sharing analytics and insights to support consistent measurement, inform decision-making, and improve portfolio-wide performance. 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 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. We 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; 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 Emerging 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. 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. Each brand also offers additional features, some of which are free, and some of which require payment depending on the particular service. In general, access to premium features requires a subscription, which is typically offered in packages (generally ranging from one week to six months), depending on the service and circumstance. Prices can differ meaningfully within a given brand depending on the duration of a subscription, the bundle of paid features that a user chooses to access, and whether or not a user is taking advantage of any special offers. In addition to subscriptions, many of our brands offer users certain features, such as the ability to promote themselves for a given period of time, or highlight themselves to a specific user, and these features are offered on a pay-per-use, or à la carte, basis. The precise mix of paid and premium features is established over time on a brand-by-brand basis and is subject to constant iteration and evolution. Our direct revenue is primarily derived from users in the form of recurring subscriptions, which typically provide unlimited access to a package of features for a specified period of time, and to a lesser extent from à la carte features, where users pay a non-recurring fee for a specific consumable benefit or feature. Each of our brands offers a combination of free and paid features targeted to its unique user base. In addition to direct revenue from our users, we generate indirect revenue from advertising, which comprises a much smaller percentage of our overall revenue as compared to direct revenue. Dependencies on services provided by others App Stores We rely on the Apple App Store and the Google Play Store to distribute and monetize our mobile applications. While our mobile applications are free to download from these stores, we offer our users the opportunity to purchase subscriptions and certain à la carte features through these applications. 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 pay Apple and Google a meaningful share of the revenue we receive from in-app transactions as well as where payments on Android and iOS devices are processed through alternative payment systems. 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. 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. Notably, the European Union (the "EU") has, under the Digital Markets Act, designated Apple and Google as "gatekeepers." As such, we expect Apple and Google to be restricted from, among other things, (i) imposing fees or other requirements that are not fair, reasonable and non-discriminatory to all application developers and (ii) prohibiting application developers from informing users about alternative payment options, offering their own in-app payment systems and making their applications available through alternate app stores on iOS and Android devices or through direct download. 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. 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. 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. The United States Congress, as well as a number of state legislatures, are also considering legislation that would regulate certain terms of the relationships between developers and Apple and Google and prohibit Apple and Google from requiring the use of their respective payment systems for in-app purchases. Cloud and Other Services We rely on third parties, primarily data centers 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 applications generally, as well as to facilitate and process certain transactions with our users. We have no control over any of these third parties or their operations, and such third party systems are increasingly complex. 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. Any changes in service levels at our data centers or hosted web service providers, or any interruptions, outages or delays in our systems or those of our third-party providers, or deterioration in the performance of such systems, could impair our ability to provide our services or process transactions with our users, which would adversely impact our business, financial condition and results of operations. 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. Our online marketing activities generally consist of purchasing social media advertising, advertising on streaming services, banner, and other display advertising, search engine marketing, email campaigns, video advertising, business development or partnership arrangements, creating content, and partnering with influencers, among other means to promote our services. Our offline marketing activities generally consist of television advertising, out-of-home advertising, and public relations efforts. Intellectual property We regard our intellectual property rights, including trademarks, domain names, and other intellectual property, as critical to our success. For example, we rely heavily upon the use of trademarks (primarily Tinder ® , Hinge ® , Match™, Plenty Of Fish ® , OkCupid ® , Meetic ® , Pairs™, Swipe ® , Azar ® , and BLK®, and associated domain names, taglines and logos) to market our services and applications and build and maintain brand loyalty and recognition. We maintain an ongoing trademark and service mark registration program, pursuant to which we register our brand names, service names, taglines and logos and renew existing trademark and service mark registrations in the United States and other jurisdictions to the extent we determine it to be necessary or otherwise appropriate and cost-effective. In addition, we have a trademark and service mark monitoring policy pursuant to which we monitor applications filed by third parties to register trademarks and service marks that may be confusingly similar to ours, as well as potential unauthorized use of our material trademarks and service marks. 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. 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. We have an ongoing invention recognition program pursuant to which we apply for patents to the extent we determine it to be core to our service or businesses or otherwise appropriate and cost-effective. We rely on a combination of internal and external controls, including applicable laws, rules, and regulations, and contractual restrictions with employees, contractors, customers, suppliers, affiliates, and others, to establish, protect, and otherwise control access to our various intellectual property rights. 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. 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. 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. 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. For example, in the EU we are subject to the General Data Protection Act ("GDPR"), which applies to companies established in the EU or otherwise providing services or monitoring the behavior of people located in the EU and provides for significant penalties in case of non-compliance as well as a private right of action for individual claimants. GDPR will continue to be interpreted by EU data protection regulators, which have and may in the future 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. Compliance with the various EU data transfer requirements, and the resulting interpretations, decisions, and guidelines from EU supervisory authorities, may require changes to our business practices and generate additional costs, risks, and liabilities. At the same time, many countries in which we do business have already adopted or are also currently considering adopting privacy and data protection laws and regulations. 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. 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. Also, the California Privacy Rights Act of 2020 (the "CPRA") was enacted, which expanded the state's consumer privacy laws and created a new government organization, the California Privacy Protection Agency, to enforce the law. The majority of the CPRA's provisions entered into force on January 1, 2023, with a lookback to January 2022. In addition to California, comprehensive privacy laws have been passed in numerous other U.S. states, which have come into force over the last several years. Additionally, the Federal Trade Commission has increased its focus on privacy and data security practices at digital companies, as evidenced by its levying of several large fines against digital companies for privacy violations in recent years. Finally, talks of a U.S. federal privacy law are ongoing in Congress, with multiple proposals being considered, and may lead to the passing of a new law in the coming years. In some cases, privacy and data protection requirements may be in tension with regulatory or public expectations relating to user safety, including efforts to prevent fraud, abuse, or other harmful activity. As a result, our attempts to design, implement, or expand safety-related features or controls may be subject to heightened scrutiny by privacy and data protection regulators, could require careful balancing of competing legal obligations, and may expose us to regulatory inquiries, enforcement actions, or limitations on how such features are deployed. 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. 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. State of Colorado, have also instituted or are considering transparency and data disclosure obligations similar to those provided in the DSA. In addition, the UK's Online Safety Act imposes broad and similar requirements to those provided in the DSA. 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. Further, while we do not deliberately offer any of our services to minors, we are subject to an increasing number of age assurance requirements in various jurisdictions. For example, under the UK's Online Safety Act, we are required to demonstrate that our age assurance measures are "highly effective" at preventing access by underage users, including through the use of automated facial age estimation techniques. Similar provisions apply to our services under the Australian Social Media Minimum Age Act. In the United States, government authorities, elected officials, and political candidates have called for amendments to Section 230 of the Communications Decency Act (the "CDA") that aim to limit or remove protections afforded to technology companies. Additionally, there are multiple ongoing legal challenges to the CDA in U.S. federal courts, which could further alter its scope and applicability. If these legislative or judicial efforts succeed in weakening the protections afforded by the CDA, we may be required to make changes to our services that could restrict or impose additional costs upon the conduct of our business generally or otherwise expose us to additional liability. Any weakening of the CDA could also result in increased litigation costs, as well as a potentially increased chance of liability. 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. For example, sweeping international tax reform known as Pillar Two has gone into effect in certain jurisdictions starting in 2024. The work is being undertaken by the Organization for Economic Cooperation and Development's ("OECD") Inclusive Framework and organized by the OECD's Centre for Tax Policy and Administration. Pillar Two establishes a global minimum corporate tax rate of 15 percent for multinational enterprises with €750 million or more in annual revenue. Multinational enterprises will need to conform to the various rules in every Pillar Two country in which they operate. The Company has analyzed the impact of enacted legislation and determined it does not have a material impact to the income tax provision. The Company will continue to monitor future developments, including the recently introduced side-by-side safe harbor, which would exclude U.S. parented multinational enterprises from the scope of certain Pillar Two taxes. 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. 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 have 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 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. 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. For example, several states, including Colorado, California, and Utah, have already passed laws prescribing how AI can be used or what permissions must be granted before it can be used, and several more states are considering similar legislation. 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. As we seek to further integrate AI technologies into our services, compliance with existing, new, and changing laws, regulations, and industry standards relating to AI may limit some uses of AI and may impose significant operational costs. Finally, certain U.S. states and certain countries in the Middle East and Asia have laws that specifically govern dating services. At the same time, a number of U.S. states, the U.S. Congress, and some other countries such as Brazil are considering legislation that would directly regulate online dating services. Human capital Our people are critical to Match Group's continued success, and we work hard to attract, retain and motivate qualified talent. 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. The decrease in headcount was largely due to the launch in 2025 of an enterprise-wide initiative to further leverage our portfolio approach and decrease operating costs by, among other things, reducing headcount, management layers, and duplication of certain functions across the Company. 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. 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. Our global workforce is highly educated, with the majority of our employees working in engineering or technical roles that are central to the technological and service innovations that drive our business. Competition for software engineers and other technical staff has historically been intense, and we expect will remain so for the foreseeable future as we continue to recruit in the most competitive markets. We have four business units supported by a central team. These four business units consist of Tinder, Hinge, Evergreen & Emerging, and Match Group Asia. 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. Our compensation and benefits programs are designed to attract and reward talented individuals who possess the skills necessary to support our business objectives, assist in the achievement of our strategic goals, and create long-term value for our stockholders. In addition to salaries, these programs (which vary by country/ region) include annual bonuses, stock-based awards, an employee stock purchase plan, retirement benefits, healthcare and insurance benefits, paid time off, family leave, flexible work schedules, mental health and wellness programs, and employee assistance programs. We are committed to providing competitive and equitable pay. We base our compensation on market data and conduct evaluations of our compensation practices at all levels on a regular basis to determine the competitiveness and fairness of our packages. We are committed to empowering our people with career advancement and learning opportunities. 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. 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. 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. We believe that our approach to talent has been instrumental in our growth and has made Match Group a desirable destination for current and future employees. Additional information Company website and public filings. 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. 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. The Company makes available, free of charge through its website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K (including related exhibits and amendments) as soon as reasonably practicable after they have been electronically filed with (or furnished to) the SEC. Code of ethics. The Company's code of ethics applies to all employees (including Match Group's principal executive officer, principal financial officer, and principal accounting officer) and directors and is posted on the Company's website at https://ir.mtch.com under the heading of "Corporate Governance." This code of ethics complies with Item 406 of SEC Regulation S-K and the rules of The Nasdaq Stock Market LLC. 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. Item 1A. Risk Factors Risk Factor Summary Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, and results of operations. These risks are discussed more fully below and include, but are not limited to: Risk 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 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. Our restructuring and reorganization activities may be disruptive to our operations and harm our business, and the investments we make in our business with the savings from such activities may not achieve the intended results. Our growth and profitability rely, in part, on our ability to attract and retain users through cost-effective marketing efforts. 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. 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. Dependence on our key personnel. Our operations are subject to volatile global economic conditions, particularly those that adversely impact consumer confidence and spending behavior. We have experienced, and in the future may again experience, operational and financial risks in connection with acquisitions. We have incurred impairment charges related to our intangible assets in the past and may incur further impairment charges related to our goodwill and other intangible assets in the future. We operate in various international markets, including certain markets in which we have limited experience, and some of our brands continue to seek to increase their international scope. Foreign currency exchange rate fluctuations have adversely affected and may in the future adversely affect our results of operations. 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. The limited operating history of our newer brands and services makes it difficult to evaluate our current business and future prospects. Climate change may have a long-term impact on our business. 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. Our success depends, in part, on the integrity of third-party systems and infrastructure. We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely affected by cyberattacks experienced by third parties. The success of our services will depend, in part, on our ability to access, collect, and use personal data about our users and subscribers. Breaches or unauthorized access of personal and confidential or sensitive user information that we maintain and store. Challenges with properly managing the use of AI. Risks related to credit card payments, including data security breaches and fraud that we or third parties experience. Risks related to our use of "open source" software. Risks relating to legal and regulatory compliance Our business is subject to complex and evolving U.S., foreign, and international laws and regulations, including with respect to data privacy, platform liability, and AI. We may fail to adequately protect our intellectual property rights or may be accused of infringing the intellectual property rights of third parties. Adverse outcomes in litigation to which we are subject. Risks related to our taxation in multiple jurisdictions. Risks relating to our indebtedness Our indebtedness may affect our ability to operate our business, and we and our subsidiaries may incur additional indebtedness, including secured indebtedness. 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. Exchange of our outstanding exchangeable notes may dilute the ownership interests of existing stockholders or may otherwise depress the price of our common stock. Risks relating to ownership of our common stock Stockholders may experience dilution due to the issuance of additional securities in the future. We cannot guarantee that our share repurchase programs will be fully consummated or enhance longterm stockholder value, and the price of our stock is subject to volatility. There can be no assurance that we will continue to declare cash dividends. Provisions in our certificate of incorporation and bylaws or Delaware law may discourage, delay, or prevent a change of control of our company or changes in our management. 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. Most of our brands monetize via a freemium model where the use of the service is free and a subset of the users pay for subscriptions or in-app purchases to access premium features. 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. Furthermore, the size of our user base is also influenced by other factors, including competitive products and services, regional cultural preferences, and global and regional business, macroeconomic, and geopolitical conditions. 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. In recent years, demand for online dating services has softened among younger generations, particularly among women in those generations, reflecting evolving preferences, shifting social behaviors, and changing expectations regarding digital interactions. 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. 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. Further, in 2025, we shifted our overall portfolio strategy to place greater emphasis on improving user outcomes, particularly for women, with the goal of driving long-term revenue growth. This strategy includes introducing new features and experiences that we believe will improve user outcomes, some of which have in the past and in the future may again drive short-term decreases in both revenue and user numbers. Although we believe these actions, including the further implementation of technologies like AI, will ultimately enhance the health of our platforms and drive sustainable growth, including through an increase in the size of our user base, there can be no assurance that these initiatives will achieve their intended objectives or that any short-term declines in users or revenue will be offset over time. Declines in the number of Tinder users have adversely affected our revenue and financial results in recent years and, in some cases, have rendered our services less attractive to both existing and potential users. Declines in the number of users for our Evergreen brands have also adversely affected our revenue and financial results in recent years and, in some cases, have rendered those services less attractive to both existing and potential users. Further, certain of our Emerging brands are re-focusing their business model on intentioned daters, which may have a negative impact on the number of users and revenue at those brands. 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. In addition, on February 22, 2026, Apple removed our Azar app from the Apple App Store following a February 6, 2026 update to Apple's App Review Guidelines, meaning the app is no longer available for download from the Apple App Store. While we continue to evaluate potential modifications to Azar in order to potentially gain reinstatement to the Apple App Store, there can be no assurance that any efforts to apply for reinstatement will be successful. If we are not successful in having the Azar app reinstated to the Apple App Store, we expect there would be a decrease in the size of our user base over time, but we are uncertain how quickly this decrease would occur and to what extent we will be able to offset this decrease with increases of users from other sources, such as on Android or the desktop and mobile web versions of Azar. Further, the size of Azar's user base may be adversely affected by the timing of our ability, if any, to gain reinstatement of Azar to the Apple App Store and the usefulness to users of any future version of the app that is able to gain reinstatement to the Apple App Store, if at all. 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. 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. These advantages could enable these competitors to offer services that are more appealing to users and potential users than our services or to respond more quickly and/or cost-effectively than us to new or changing opportunities. In addition, within the industry for social connection apps generally, costs for consumers to switch between services are low, and consumers have a propensity to try new approaches to connecting with people and to use multiple services at the same time. As a result, new services, entrants, and business models are likely to continue to emerge. 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. 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 services, or improve upon existing services, each in ways 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. 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. For example, Facebook offers a dating feature on its platform, which has grown dramatically in size supported by Facebook's massive worldwide user footprint. These social media and mobile platform competitors could use strong or dominant positions in one or more markets, coupled with ready access to existing large pools of potential users and personal information regarding those users, to gain competitive advantages over us, including by offering different features or services that users may prefer or offering their services to users at no charge, which may enable them to acquire and engage users at the expense of our user growth or engagement. If we are not able to compete effectively against current or future competitors as well as other services that may emerge, or if our decisions regarding where to focus our investments are not successful long-term, the size and level of engagement of our user base may decrease, or we may convert a smaller proportion of our user base into paying users, which could have an adverse effect on our business, financial condition, and results of operations. Our restructuring and reorganization activities may be disruptive to our operations and harm our business, and the investments we make in our business with the savings from such activities may not achieve the intended results. Over the past few years, we have implemented internal restructurings and reorganizations designed to reduce the size and cost of our operations, improve operational efficiencies and reprioritize investments, and accelerate our business growth and product development initiatives. 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 may take similar steps in the future, including further reductions in headcount, as we seek to realize operating synergies, optimize our operations to achieve our financial objectives, respond to market forces, or better reflect changes in the strategic direction of our business, including as a result of apps or services that we discontinue. Disruptions in operations may occur as a result of taking these actions, such as decreased productivity due to employee distraction, declines in employee morale, and unanticipated employee turnover, and could adversely affect our operating results. There can also be no assurance that these efforts, including efforts to reduce operating costs will be successful. We have made, and plan to continue to make, substantial investments with the savings from our restructuring and reorganization activities in order to launch new features and services, increase marketing efforts, and expand into new geographic markets. If we do not invest these savings efficiently or effectively, or if these investments do not produce the intended results, we may not realize the expected benefits of our strategy. Further, our development efforts with respect to new services and features could distract management from current operations and divert capital and other resources from our more established offerings. Although we believe these investments will improve our financial results over the long term, they may negatively impact our short-term financial results, which may be inconsistent with the short-term expectations of our stockholders. Moreover, there can be no assurance that consumer demand for such initiatives will exist or be sustained at the levels that we anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to generate sufficient revenue to offset any new expenses associated with these new investments. It is also possible that offerings developed by others will render any new services or features noncompetitive or obsolete. If we do not realize the expected benefits of these investments, our business, financial condition, and results of operations may be harmed. 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. Historically, we have had to increase our marketing expenditures over time in order to attract and retain users and sustain our growth. We have also often increased marketing spending to support new feature or service launches or when smaller brands enter new geographic markets. Evolving consumer behavior can affect the availability of profitable marketing opportunities. 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. Generally, the opportunities in and sophistication of newer advertising channels are relatively undeveloped and unproven, and there can be no assurance that we will be able to continue to appropriately manage and fine-tune our marketing efforts in response to these and other trends in the advertising industry. Additionally, changes by large tech platforms, such as Apple and Google, to advertisers' ability to access and use unique advertising identifiers, cookies, and other information to acquire potential users, such as Apple's rules regarding the collection and use of identifiers for advertising ("IDFA"), have adversely impacted, and may continue to adversely impact, our advertising efforts. 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. 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. 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. 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. 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. Further, certain platforms on which we market our brands may not properly monitor or ensure the quality of content located adjacent to or near our advertisements on such platforms, which may have a negative effect on consumers' perceptions of our own brands due to association with such content, which content our users may deem inappropriate. If this were to happen with a significant marketing channel and/or for a significant period of time, or if we were limited or prohibited from using certain marketing channels in the future, our business, financial condition, and results of operations could be adversely affected. Additionally, our mobile applications are almost exclusively accessed through the Apple App Store and Google Play Store. 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. To the extent either or both of them do so, our business, financial condition, and results of operations have in the past been, and could again in the future be, adversely affected. For example, on February 22, 2026, Apple removed our Azar app from the Apple App Store following a February 6, 2026 unilateral update to Apple's App Review Guidelines, making the app no longer available for download from the Apple App Store. While we plan to evaluate potential modifications to Azar in order to gain reinstatement to the Apple App Store, the outcome of our efforts to apply for reinstatement will depend, in part, on decisions by Apple over which they believe they have broad discretion, including how they interpret their own guidelines and the potential for further unilateral changes to those guidelines by Apple. There can be no assurance that any efforts to apply for reinstatement will be successful. Further, we are generally required to share with Apple and Google a portion of the revenue we receive from purchases of subscriptions and á la carte features offered through our mobile applications. These costs are expected to remain a significant operating expense for the foreseeable future. If the amount these platform providers charge increases, it could have a material impact on our results of operations. In particular, our partnership with Google entered into in 2024 is set to expire in the first quarter of 2027. If Google does not reduce its standard in-app purchase fees, whether voluntarily or involuntarily, before that partnership expires, we expect that the fees paid to Google for transactions processed either through their in-app payment system or through alternative payment options on Android, will increase. Apple and Google may also change their fee structures or add fees associated with access to and use of their operating systems, which could have an adverse impact on our business. There has been litigation, as well as governmental inquiries over app store fees, and Apple or Google could modify their platforms in response to such litigation and inquiries in a manner that may harm us. 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" below for additional information. Apple and Google are also known to retaliate against application developers who publicly or privately challenge their app store rules and policies, and such retaliation has and could adversely affect our business, financial condition, and results of operations. 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. Users of our services have been, and may in the future be, physically, financially, emotionally, or otherwise harmed by other individuals that such users met or may meet through the use of one of our services. 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. For example, we are currently defending lawsuits in Colorado and Texas brought by multiple plaintiffs alleging harm by other users they met through our services. 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. Furthermore, like with many Internet platforms, users have in the past and may in the future use our services for illegal or harmful purposes rather than for their intended purposes, such as romance scams, promotion of false or inaccurate information, financial fraud, trafficking, and recruitment to terrorist groups. 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. Such bad actors may also use emerging technologies, such as AI, to engage in such activities, which would make it more difficult for us and other users to detect and prevent such negative behavior. Additionally, we cannot control how our users engage if and when they meet in person after connecting on our services. We may also fail to respond expeditiously or appropriately to objectionable practices by users, or to otherwise address user concerns, which could erode confidence in our brands. Furthermore, to the extent that our users or any potential users do not feel safe using our services, our reputation has been and could be further negatively affected, which may in turn materially adversely affect our business, financial condition and results of operations. We depend on our key personnel. Our future success will depend upon our continued ability to identify, hire, develop, motivate, and retain highly skilled individuals across the globe, with the continued contributions of our senior management being especially critical to our success. 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. Periods of intense competition for talent in particular fields can lead to increased costs as we seek to offer competitive compensation to recruit and retain highly skilled employees. In addition to intense competition for talent, workforce dynamics are constantly evolving, such as recent broad shifts to hybrid work models. In addition, changes we make to our current and future work environments or benefits policies may not meet the needs or expectations of our employees or may be perceived as less favorable compared to other companies' policies, which could negatively impact our ability to hire and retain qualified personnel. If we do not manage changing workforce dynamics effectively, it could materially adversely affect our culture, reputation, and operational flexibility. Further, evolving state and federal laws, rules and regulations regarding immigration or that are intended to limit or curtail the enforceability of non-competition, employee non-solicitation, confidentiality and similar restrictive covenant clauses could make it more difficult to hire or retain qualified personnel. 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. 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. This competition, combined with lower stock price performance relative to competitors, results in increased costs in the form of cash and stock-based compensation, which has in the past, and may continue to have in the future, a dilutive impact on our existing stockholders. Effective succession planning is also important to our future success. 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. 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. Our operations are subject to volatile global economic conditions, particularly those that adversely impact consumer confidence and spending behavior. 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. In recent years, the United States, Europe and other key global markets have experienced historically high levels of inflation, which have impacted, among other things, employee compensation expenses. If inflation rates rise again or continue to remain historically high or further increase in those locations where inflation rates remain elevated, it will likely affect our expenses, and may reduce consumer discretionary spending, which could affect the buying power of our users and lead to a reduced demand for our services, particularly for à la carte features or at brands that serve consumers with less discretionary income. Other events and trends that could result in decreased levels of consumer confidence and discretionary spending include a general economic downturn, recessionary concerns, high unemployment levels, and increased interest rates, as well as any sudden disruption in business conditions. 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. 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. 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. 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. For example, on February 22, 2026, Apple removed our Azar app, which was acquired in 2021, from the Apple App Store. 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." In addition, such acquisitions can result in material diversion of management's attention or other resources from our existing businesses. The occurrence of any of these events could have an adverse effect on our business, financial condition, and results of operations. We have incurred impairment charges related to our intangible assets in the past and may incur further impairment charges related to our goodwill and other intangible assets in the future, which would adversely affect our financial condition and results of operations. We acquire other companies and intangible assets and may not realize all the economic benefit from those acquisitions, which could cause an impairment of goodwill or intangible assets. We assess goodwill and indefinite-lived intangible assets for impairment annually, or more frequently if an event occurs or there is a change in circumstances that indicates the carrying value may not be recoverable, including, but not limited to, a decline in our stock price and market capitalization, reduced future cash flow estimates, or slower growth rates in our industry. 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. For example, as a result of Apple's removal of Azar from the Apple App Store, we may in the future need to record a charge related to impairment of intangible assets or goodwill. For additional information regarding Azar, see "Item 7-Management's Discussion and Analysis of Financial Condition and Results of Operations-Management Overview-Trends affecting our business-MG Asia" and "Note 16-Subsequent Events" to the consolidated financial statements included in "Part II, Item 8-Consolidated Financial Statements and Supplementary Data." For further information regarding goodwill and intangible assets generally, see "Note 4-Goodwill and Intangible Assets" to the consolidated financial statements included in "Part II, Item 8-Consolidated Financial Statements and Supplementary Data." We operate in various international markets, including certain markets in which we have limited experience, and some of our brands continue to seek to increase their international scope. As a result, we face additional risks in connection with certain of our international operations. Operating 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. 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. Foreign currency exchange rate fluctuations have adversely affected and may in the future adversely affect our results of operations. We operate in various international markets, including jurisdictions within the EU and Asia. 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. 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 regularly review metrics, including our Payers, Revenue Per Payer, and Monthly Active User ("MAU") metrics, to evaluate growth trends, measure our performance, and make strategic decisions. We may also seek to introduce new metrics from time to time to further evaluate the success of our growth strategies. These metrics are calculated using internal company data and have not been validated by an independent third party. While these metrics are based on what we believe to be reasonable estimates for the applicable period of measurement, there are inherent challenges in measuring how our services are used across large populations globally. Further, we have in the past implemented, and may from time to time in the future implement, new methodologies for calculating these metrics, which may result in the metrics changing or decreasing from prior periods or not being comparable to prior periods. Our metrics may also differ from estimates published by third parties or from similarly titled metrics of our competitors due to differences in methodology or data used. Moreover, when we make an acquisition, the methodologies that were historically used by the acquired company to calculate certain metrics may be different from our methodologies in calculating similar metrics, and it may take time to align the methodologies. Conversely, we may face difficulties in calculating these metrics over time in the event we determine to cease developing and/or offering a service. Our MAU metric may also be impacted by our information quality efforts, which are our overall efforts to reduce malicious activity on our platforms, including false, spam and malicious automation accounts in existence on our platforms. We make efforts to regularly deactivate false, spam and malicious automat...

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