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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| | |
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended | |
|
| 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)
| | |
| | |
(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:
| | | | |
| | | | Name of exchange on which registered |
Common Stock, par value $0.001 | | | | 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.
| | | | | | | | | | | | | | | |
| | | | | | | | | | Smaller reporting 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.
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 long-
term 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 automation accounts that
violate our terms of service, and exclude these users from the calculation of MAU; however, we will not succeed
in identifying and removing all false, spam and malicious accounts from our platforms. We are continually
seeking to improve our ability to estimate the total number of false, spam or malicious accounts, and we intend
to continue to make such improvements, but there is no guarantee as to the accuracy of these estimates. In
addition, users are not prohibited from having accounts on more than one of our services, and we treat multiple
accounts held by a single person as multiple users for purposes of calculating Payers and MAU.
Errors or inaccuracies in our metrics or data could also result in incorrect business decisions and
inefficiencies. If stockholders do not perceive our metrics to be accurate representations of our user base, or if
we discover material inaccuracies in our metrics, our business, results of operations and reputation may be
adversely affected.
The limited operating history of our newer brands and services makes it difficult to evaluate our current
business and future prospects.
We seek to tailor each of our brands and services to meet the preferences of specific geographies,
demographics, and other communities of users. Building a given brand or service is generally an iterative process
that occurs over a meaningful period of time and involves considerable resources and expenditures. In addition,
the historical growth rates of newer brands and services may not be an indication of future growth rates for such
brands or similar brands. As a result, we have encountered, and may continue to encounter, risks and difficulties
as we build and expand our newer brands and services. The failure to successfully scale these brands and
services and address these risks and difficulties could adversely affect our business, financial condition, and
results of operations.
Climate change may have a long-term impact on our business.
Climate change may have an increasingly adverse impact on our business. Its impact on our infrastructure
worldwide and its potential to increase political instability in regions where we, our users and our vendors do
business, may disrupt our business and cause us to experience higher attrition, losses and costs to maintain or
resume operations. For example, certain of our facilities may be vulnerable to the impacts of extreme weather
events. We have offices in Texas, New York, California, British Columbia, France, Japan and South Korea, any of
which could be impacted by extreme weather events, such as hurricanes, tsunamis, fires, earthquakes,
tornadoes and flooding. Extreme heat and wind coupled with dry conditions in California have in the past, and
may again in the future, lead to power safety shut offs due to wildfire risk, which can have adverse implications
for our California offices, including impairing the ability of our employees to work effectively. Although we
maintain insurance coverage for a variety of property, casualty and other risks, the types and amounts of
insurance we obtain vary depending on availability and cost. Some of our policies have large deductibles and
broad exclusions, and our insurance providers may be unable or unwilling to pay a claim. Losses not covered by
insurance may be large, which could harm our results of operations and financial condition.
Risks relating to systems and infrastructures, data, security, privacy, and the use of AI
Our success depends, in part, on the integrity of our systems and infrastructures and on our ability to enhance,
expand, and adapt these systems and infrastructures in a timely and cost-effective manner.
To succeed, our systems and infrastructures must perform well on a consistent basis. We have experienced
and may from time to time experience system interruptions that make some or all of our systems or data
unavailable and prevent our services from functioning properly for our users. Any such interruption could arise
for any number of reasons, including as a result of our recent consolidation of some of our legacy brands’
platforms, which may create a single point of failure in which a failure in a single platform could cause an
interruption to multiple services at the same time, or as a result of actions by government agencies. Further, our
systems and infrastructures are vulnerable to damage from cyberattacks, fire, power loss, telecommunications
failures, computer viruses, software bugs, acts of God, and similar events. While we have backup systems in
place for certain aspects of our operations, not all of our systems and infrastructures are fully redundant,
disaster recovery planning is not sufficient for all eventualities, and our property and business interruption
insurance coverage may not be adequate to fully compensate us for any losses that we may suffer. Any
interruptions or outages, regardless of the cause, could negatively impact our users’ experiences with our
platforms, tarnish our brands’ reputations, and decrease demand for our services, any or all of which could
adversely affect our business, financial condition, and results of operations.
We also continually work to expand and enhance the efficiency and scalability of our technology and
network systems to improve the experience of our users, accommodate substantial increases in the volume of
traffic to our various platforms, ensure acceptable load times for our services, and keep up with changes in
technology and user preferences. Any failure to do so in a timely and cost-effective manner could adversely
affect our users’ experience with our various services, thereby negatively impacting the demand for our services,
and could increase our costs, either of which could adversely affect our business, financial condition, and results
of operations.
In addition, from time to time we have and may continue to, augment and enhance, or transition to other,
enterprise resource planning, human resources, financial, or other systems. Such actions may cause us to
experience difficulties in managing our systems and processes, which could disrupt our operations, the
management of our finances, and the reporting of our financial results, which, in turn, may result in our inability
to manage the growth of our business and to accurately forecast and report our results, each of which could
adversely affect our business, financial condition, and results of operations.
Our success depends, in part, on the integrity of third-party systems and infrastructure.
We rely on third parties, primarily data center and cloud-based, hosted web service providers, such as
Amazon Web Services, as well as third party computer systems, service providers, software providers, and
broadband and other communications systems, in connection with the provision of our services generally, as
well as to facilitate and process certain transactions with our users, including to operate facial or liveness
verification features at many of our brands. We have limited control over these third parties and their
operations, and such third party systems are increasingly complex. Further, we have experienced outages by our
service providers in the past, and expect to experience more outages in the future. As AI adoption increases, we
are also seeing many existing service providers incorporate AI into their existing services via the rollout of new
features, which may not have adequate AI governance processes or controls. Further, many AI service providers
have limited operating histories and therefore often have unsophisticated systems and governance processes
and are at increased risk of failure. Any (i) changes in service levels at our data centers or hosted web service
providers, (ii) interruptions, outages, or delays in our systems or those of our third party providers, (iii)
deterioration in the performance of these systems, (iv) cyber or similar attacks on these systems, (v)
discontinuation of services, for example from a software provider, for which there is no readily available
alternative or (v) need to migrate our business to different third-party data centers or hosted web service
providers as a result of any such problems, 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 1—Business—Dependencies on services provided by others—
Cloud and Other Services.”
We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely
affected by cyberattacks experienced by third parties.
We are regularly under attack by perpetrators of random or targeted malicious technology-related events,
such as cyberattacks, computer viruses, worms, bot attacks or other destructive or disruptive software,
distributed denial of service attacks. Such attacks are becoming increasingly sophisticated, and some actors are
using AI technology to launch more automated, targeted and coordinated attacks. Increasing use of agentic AI
systems by both users and malicious actors also poses increasing threats, including as a result of poorly coded or
programmed systems. While we have invested, and continue to invest, in the protection of our systems and
infrastructure, in related personnel and training, and in employing a data minimization strategy, where
appropriate, there can be no assurance that our efforts will prevent significant breaches in our systems or other
such events from occurring.
We have experienced cybersecurity incidents in the past, including incidents arising from both external
threats and the error or intentional misconduct of employees, contractors or other third-party service providers.
For example, in January 2026, a threat group attacked our corporate network utilizing social engineering tactics
to gain limited unauthorized access to certain internal corporate tools and limited user data. Although we do not
believe such incidents have had a material adverse effect on our business or operating results to date, there can
be no assurance that future incidents will not be material, whether individually or in the aggregate. Certain
aspects of effective cybersecurity depend on our employees, contractors and/or other third-party service
providers safeguarding our sensitive information and adhering to our security policies and access control
mechanisms, and failures in these areas may expose us to increased risk.
It also may be difficult to determine the best way to investigate, mitigate, contain, and remediate the harm
caused by a cyber incident. Such efforts may not be successful, and we may make errors or fail to take necessary
actions. It is possible that threat actors may gain undetected access to other networks and systems after
establishing a foothold on an internal system. Cyber incidents and attacks can have cascading impacts that
unfold with increasing speed across our internal networks and systems. In addition, it may take considerable
time for us to investigate and evaluate the full impact of incidents, particularly for sophisticated attacks. These
factors may inhibit our ability to provide prompt, full and reliable information about an incident.
Cyber incidents affecting us or third-party service providers that provide services to us, host our systems,
or process data on our behalf, as well as incidents affecting third parties that do not directly involve us but result
in compromised user credentials or data reused across multiple online services, could disrupt our operations,
damage our brand and reputation, subject us to regulatory investigations, enforcement actions, litigation, fines,
or other liabilities, and reduce user trust in online services generally, including our services. Any of these events
could have an adverse effect on our business, financial condition, and results of operations.
The success of our services will depend, in part, on our ability to access, collect, and use personal data about
our users and subscribers.
We rely on the Apple App Store and Google Play Store to distribute and, to a lesser extent, monetize our
mobile applications. Our users and subscribers engage with these platforms directly and may be required to use
their payment systems for various transactions. As a result, to the extent subscribers use these platforms’
payment systems, the platforms receive and do not share with us key user data that we would otherwise receive
if we transacted with our users and subscribers directly. If these platforms continue to or increasingly limit,
eliminate, or otherwise interfere with our ability to access, collect, and use key user data, our ability to identify
and communicate with a meaningful portion of our user and subscriber bases and provide services to help keep
our users safe may be adversely impacted. If so, our customer relationship management efforts, our ability to
reach new segments of our user and subscriber bases and the population generally, the efficiency of our paid
marketing efforts, the rates we are able to charge advertisers seeking to reach users and subscribers on our
various properties, our ability to comply with applicable law, and our ability to identify and exclude users and
subscribers whose access would violate applicable terms and conditions, including underage individuals and bad
actors, may be negatively impacted, and our business, financial condition, and results of operations could be
adversely affected.
If the security of personal and confidential or sensitive user information that we maintain and store is
breached or otherwise accessed by unauthorized persons, it may be costly to mitigate the impact of such an
event and our reputation could be harmed.
We receive, process, store, and transmit a significant amount of personal user and other confidential or
sensitive information, including, without limitation, credit card information, biometric information, location
data, and user-to-user communications. We also enable our users to share their personal information with each
other. In some cases, we engage third party service providers to store or process this information. We
continuously develop and maintain systems to protect the security, integrity, and confidentiality of this
information, but we have experienced past incidents and cannot guarantee that inadvertent or unauthorized use
or disclosure will not occur in the future or that third parties will not gain unauthorized access to, or will not use
for unauthorized purposes, this information despite our efforts. For example, in January 2026, a threat group
attacked our corporate network utilizing social engineering tactics to gain limited unauthorized access to certain
internal corporate tools and limited user data. When such events occur, we may not be able to remedy them,
and we may be required by an increasing number of laws to notify regulators and individuals whose personal
information was processed, used, or disclosed without authorization. We may also be subject to claims against
us, including government enforcement actions, fines, and litigation, and have to expend significant capital and
other resources to mitigate the impact of such events, including developing and implementing protections to
prevent future events of this nature from occurring. When breaches of security (or the security of our service
providers) occur, the perception of the effectiveness of our security measures, the security measures of our
service providers, and our reputation may be harmed, we may lose current and potential users, and our various
brands’ reputations and competitive positions may be tarnished, any or all of which might adversely affect our
business, financial condition, and results of operations.
Challenges with properly managing the use of AI could result in reputational harm, competitive harm, and
legal liability.
We currently incorporate AI technologies into certain of our services and are working to further integrate
generative AI technologies into our services, which integrations may become important to our operations over
time. For example, we have announced the launch of several AI-powered features or experiences, such as
enhanced recommendation systems, a new interactive matching feature on Tinder, and personalized prompts
for first messages on Hinge. Our competitors or other third parties may incorporate generative AI technologies
into their services more quickly or more successfully than us, which could impair our ability to compete
effectively and adversely affect our results of operations. Additionally, AI algorithms and training methodologies
may be flawed, and datasets may be overbroad, insufficient, contain inaccurate or biased information, or
infringe third-party rights. If the content or recommendations that AI applications assist in producing are, or are
alleged to be, deficient, inaccurate, misleading, offensive, biased, infringing, unauthorized, or otherwise
improper or harmful, we may face reputational consequences or legal liability, and our business, financial
condition, and results of operations may be adversely affected. Further, the use of AI has been known to result
in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of AI-
enhanced services. Any such cybersecurity incidents related to our use of AI technologies could adversely affect
our reputation and results of operations. AI technologies also present emerging ethical issues, and if our use of
AI technologies becomes controversial, we may experience brand or reputational harm, competitive harm, or
legal liability. The rapid evolution of AI technologies will require the dedication of significant resources to
develop, test, and maintain, including to further implement AI technologies ethically in order to minimize
unintended harmful impact. While we aim to deploy AI technologies responsibly and attempt to identify and
mitigate ethical and legal issues presented by their use, we may be unsuccessful in identifying or resolving issues
before they arise.
We may also face challenges with the use of AI technologies by employees or contractors through error or
intentional misconduct. We have contracted with certain AI service providers to allow employees and
contractors to make use of such services in order to enhance their work product and level of efficiency, and we
have developed and implemented safeguards and policies regarding the proper use of such services. However,
we rely on our employees and contractors to adhere to these policies, including what type of Company
information may be entered into AI services, and to ensure they do not make use of generative AI services or
accounts other than those made available by us for Company-related tasks. Any failure by employees or
contractors to properly or exclusively use such Company-provided AI services, whether intentional or
unintentional, may compromise the availability or confidentiality of Company-owned information and could
adversely affect our business or results of operations.
Further, the legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain,
including in the areas of AI governance, intellectual property, discrimination, cybersecurity, and privacy and data
protection. For example, use of AI technologies may complicate or impede our ability to own or control
intellectual property we develop. Compliance with existing, new, and changing laws, regulations, and industry
standards relating to AI technologies may limit some uses of AI technologies, impose significant operational
costs, and limit our ability to develop, deploy, or use AI technologies. Further, the continued integration of any AI
technologies into our services may result in new or enhanced governmental or regulatory scrutiny. Failure to
appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and
reputational harm.
We are subject to a number of risks related to credit card payments, including data security breaches and
fraud that we or third parties experience, any of which could adversely affect our business, financial condition,
and results of operations.
We accept payment from our users primarily through credit card transactions and certain online payment
service providers, and in 2025, began implementing alternative payment options outside of the payments
systems provided by Apple and Google in their platforms, which have led to increased levels of credit card
transactions. When we or a third party experiences a data security breach involving credit card information,
affected cardholders will often cancel their credit cards. In the case of a breach experienced by a third party, the
more sizable the third party’s customer base and the greater the number of credit card accounts impacted, the
more likely it is that our users would be impacted by such a breach. To the extent our users are affected by such
a breach experienced by us or a third party, such users would need to be contacted to obtain new credit card
information and process any pending transactions. It is likely that we would not be able to reach all affected
users, and even if we could, some users’ new credit card information may not be obtained and some pending
transactions may not be processed, which could adversely affect our business, financial condition, and results of
operations.
Even if our users are not directly impacted by a given data security breach, they may lose confidence in the
ability of service providers to protect their personal information generally, which could cause them to stop using
their credit cards online or choose alternative payment methods that are less convenient or more costly for us or
otherwise restrict our ability to process payments without significant user effort.
Additionally, if we fail to adequately prevent fraudulent credit card transactions, we may face litigation,
fines, governmental enforcement action, civil liability, diminished public perception of our security measures,
significantly higher credit card-related and remediation costs, or refusal by credit card processors to continue to
process payments on our behalf, any of which could adversely affect our business, financial condition, and
results of operations.
Our use of “open source” software could subject our proprietary software to general release, adversely affect
our ability to sell our services and subject us to possible litigation, and third parties may utilize technology that
we developed and made available via open source for improper purposes.
We use open source software in connection with a portion of our operations and services and expect to
continue to use open source software in the future. Under certain circumstances, some open source licenses
require a user of the licensed code to provide the user’s own proprietary source code to third parties upon
request, or prohibit a user from charging a fee to third parties in connection with the use of the user’s
proprietary code. While we try to insulate our proprietary code from the effects of such open source license
provisions, we cannot guarantee that we will be successful, that all open source software is reviewed prior to
use, that our developers have not incorporated open source software into our operations or services, or that
they will not do so in the future. Accordingly, we may face claims from others challenging our use of open source
software, claiming ownership of, or seeking to enforce the license terms applicable to such open source
software, including by demanding release of the open source software, derivative works or our proprietary
source code that was developed or distributed with such software. Such claims could also require us to purchase
a commercial license or require us to devote additional research and development resources to change our
software, any of which would have a negative effect on our business and results of operations. In addition, if the
license terms for the open source code change, we may be forced to re-engineer our software or incur additional
costs. Additionally, the terms of many open source licenses to which we are subject have not been interpreted
by U.S. or foreign courts. There is a risk that open source software licenses could be construed in a manner that
imposes unanticipated conditions or restrictions on our ability to conduct our operations or market or provide
our services.
In addition, we increasingly rely on open source and other publicly available datasets in developing,
training and improving AI and machine learning models, including large language models. To the extent such
datasets are not properly licensed, contain content subject to intellectual property or other legal restrictions, or
are otherwise used in a manner inconsistent with applicable license terms or laws, the resulting models and
related outputs could be subject to claims of infringement, misappropriation or other violations and could
require us to modify, retrain or discontinue use of affected models, limit the functionality of our products, obtain
costly licenses, or result in litigation, regulatory inquiries, reputational harm or other adverse consequences.
We also develop technology that we make available via open source to third parties that can use this
technology for use in their own products and services. We may not have insight into, or control over, the
practices of third parties who may utilize such technologies. As such, we cannot guarantee that third parties will
not use such technologies for improper purposes, including through the dissemination of illegal, inaccurate,
defamatory or harmful content, intellectual property infringement or misappropriation, furthering bias or
discrimination, cybersecurity attacks, data privacy violations, other activities that threaten people’s safety or
well-being on- or offline, or to develop competing technologies. Such improper use by any third party could
adversely affect our reputation, business, financial condition or results of operations, or subject us to legal
liability.
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. These laws and regulations are subject to change and
uncertain interpretation, and could result in changes to our business practices, increased cost of operations,
declines in user growth or engagement, claims, monetary penalties, or other harm to our business.
We are subject to a variety of laws and regulations in the United States and abroad that involve matters
that are important to or may otherwise impact 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. See “Item 1—Business—Government regulation” for additional information. These U.S. federal,
state, and municipal and foreign and international laws and regulations, which in some cases can be enforced by
private parties in addition to government entities, are constantly evolving and subject to change. As a result, the
application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in
the rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently from state
to state and country to country. These laws and regulations, any proposed or new legislation or regulation, and
any associated inquiries, investigations, or other government actions, may be costly to comply with, may in the
future impose new liabilities or eliminate existing legal protections, and have in the past, and may in the future,
delay or impede the development of new services, require changes to or cessation of certain business practices,
result in negative publicity, increase our operating costs, require significant management time and attention,
result in geographic bans or removal of some of our apps from Apple or Google platforms, and subject us to
remedies that may harm our business, including fines or modifications to existing business practices. For
example, see “Item 3 Legal Proceedings—Irish Data Protection Commission Inquiry Regarding Tinder’s
Practices.”
In particular, the adoption of any laws or regulations that adversely affect the popularity or growth in use
of the internet or our services, including laws or regulations that undermine open and neutrally administered
internet access, could decrease user demand for our service offerings and increase our cost of doing business.
For example, in 2017, the Federal Communications Commission adopted an order reversing net neutrality
protections in the United States, including the repeal of specific rules against blocking, throttling, or “paid
prioritization” of content or services by internet service providers. Further, recent U.S. court decisions have
opened the door to U.S. states each adopting their own laws or regulations adding, eliminating or prohibiting net
neutrality protections, leading to a potential patchwork of differing requirements across the U.S., which may be
costly or difficult to comply with. To the extent internet service providers engage in such blocking, throttling,
“paid prioritization” of content, or similar actions, our business, financial condition, and results of operations
could be adversely affected.
We may fail to adequately protect our intellectual property rights or may be accused of infringing the
intellectual property rights of third parties.
We rely heavily upon our trademarks and related domain names and logos to market our services and to
build and maintain brand loyalty and recognition. We also rely upon patent, copyright, and trade secret
protections to protect our proprietary technologies relating to our services. We depend on a combination of
laws as well as contractual restrictions with employees, customers, suppliers, and others, to establish and
protect our intellectual property rights. For example, we have generally registered trademarks and continue to
apply to register and renew, or secure by contract where appropriate, trademarks as they are developed and
used, and reserve, register, and renew domain names as we deem appropriate. Effective trademark protection
may not be available or sought in every country in which our services are made available, and contractual
disputes may affect the use of marks governed by private contract. Similarly, not every variation of a domain
name may be available or registered, even if available.
We generally seek to apply for patents or other similar statutory protections as and when we deem
appropriate, based on then-current facts and circumstances, and will continue to do so in the future. No
assurances can be given that any patent or copyright application we have filed or will file will result in a patent or
copyright registration being issued, or that any existing or future patent or copyright registrations will afford
adequate protection against competitors and similar technologies. In addition, no assurances can be given that
third parties will not create new products, services or methods that achieve similar results without infringing
upon patent or copyright registrations we own.
Despite these measures, our intellectual property rights may still not be protected in a meaningful manner,
challenges to contractual rights could arise, third parties could copy or otherwise obtain and use our intellectual
property without authorization, our existing trademark, patent, copyright or trade secret rights can be, and, on
rare occasions, have been, determined to be invalid or unenforceable, or laws and interpretations of laws
regarding the enforceability of existing intellectual property rights may change over time in a manner that
provides less protection. The occurrence of any of these events could tarnish our brands’ reputations, limit our
ability to market them, or impede our ability to effectively compete against competitors with similar
technologies, any of which could adversely affect our business, financial condition, and results of operations.
Further, from time to time, we have been subject to legal proceedings and claims regarding intellectual
property, including claims of alleged infringement of trademark, copyright, patent, and other intellectual
property rights held by third parties. In addition, from time to time we have engaged in litigation, and may
continue to do so in the future, to enforce and protect our intellectual property rights, or to determine the
validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome,
could result in substantial costs and diversion of management and technical resources, any of which could
adversely affect our business, financial condition, and results of operations.
We are subject to litigation, and adverse outcomes in such litigation could have an adverse effect on our
financial condition.
We are, and from time to time may become, subject to litigation and various legal proceedings, including
litigation and proceedings related to employment matters, intellectual property matters, and privacy,
cybersecurity, and consumer protection laws, as well as stockholder derivative suits, class action lawsuits, mass
arbitrations, and other matters. Such litigation and proceedings may involve claims for substantial amounts of
money or for other relief, result in significant costs for legal representation, arbitration fees, or other legal or
related services, or might necessitate changes to our business or operations. The defense of these actions is time
consuming and expensive. We evaluate these litigation claims and legal proceedings to assess the likelihood of
unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments
and estimates, we may establish reserves and/or disclose the relevant litigation claims or legal proceedings, as
and when required or appropriate. These assessments and estimates are based on information available to
management at the time of such assessment or estimation and involve a significant amount of judgment. As a
result, actual outcomes or losses could differ materially from those envisioned by our current assessments and
estimates. Our failure to successfully defend or settle any of these litigation claims or legal proceedings could
result in liability that, to the extent not covered by our insurance, could have an adverse effect on our business,
financial condition, and results of operations. See “Item 3—Legal Proceedings” for additional information.
We are subject to taxation related risks in multiple jurisdictions.
We are a U.S.-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions.
Significant judgment is required in determining our global provision for income taxes, deferred tax assets or
liabilities, and in evaluating our tax positions on a worldwide basis. While we believe our tax positions are
consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these
positions may be challenged by jurisdictional tax authorities, which may have a significant impact on our global
provision for income taxes.
Tax laws are being re-examined and evaluated globally. New laws and interpretations of the law are taken
into account for financial statement purposes in the quarter or year that they become applicable. Tax authorities
are increasingly scrutinizing the tax positions of companies. Many countries in the European Union, as well as a
number of other countries and organizations such as the Organization for Economic Cooperation and
Development and the European Commission, are actively considering changes to existing tax laws that, if
enacted, could increase our tax obligations in countries where we do business. These proposals include changes
to the existing framework to calculate income tax, as well as proposals to change or impose new types of non-
income taxes, including taxes based on a percentage of revenue. If the U.S. or other foreign tax authorities
change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of
operations may be adversely impacted.
Risks relating to our indebtedness
Our indebtedness may affect our ability to operate our business, which could have a material adverse effect on
our financial condition and results of operations. We and our subsidiaries may incur additional indebtedness,
including secured indebtedness.
As of December 31, 2025, we had total debt outstanding of approximately $4.0 billion and borrowing
availability of $499.4 million under our revolving credit facility.
Our indebtedness could have important consequences, such as:
•limiting our ability to obtain additional financing to fund working capital needs, acquisitions, capital
expenditures, or other debt service requirements or for other purposes;
•limiting our ability to use operating cash flow to pursue acquisitions or invest in other areas, such as
developing new brands, services, or exploiting business opportunities;
•restricting our business operations due to financial and operating covenants in the agreements
governing our and certain of our subsidiaries’ existing and future indebtedness, including certain
covenants that restrict the ability of our subsidiaries to pay dividends or make other distributions to us;
and
•exposing us to potential events of default (if not cured or waived) under financial and operating
covenants contained in our or our subsidiaries’ debt instruments that could have a material adverse
effect on our business, financial condition, and results of operations.
Although the terms of our credit agreement and the indentures related to our senior notes contain
restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of
qualifications and exceptions, and additional indebtedness incurred in compliance with these restrictions could
be significant. If new debt is added to our and our subsidiaries’ current debt levels, the risks described above
could increase. Further, as financial markets have become more costly to access due to increased interest rates
or other changes in economic conditions, our ability to raise additional capital may be negatively impacted, and
any refinancing or restructuring could be at higher interest rates and may require us to comply with more
onerous covenants, which could further restrict our business operations.
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.
Our ability to satisfy our debt obligations will depend upon, among other things:
•our future financial and operating performance, which will be affected by prevailing economic
conditions and financial, business, regulatory, and other factors, many of which are beyond our control;
and
•our future ability to borrow under our revolving credit facility, the availability of which will depend on,
among other things, our complying with the covenants in the then-existing agreements governing our
indebtedness; and
•changes in interest rates, to the extent we borrow under our revolving credit facility.
There can be no assurance that our business will generate sufficient cash flow from operations, or that we
will be able to draw under our revolving credit facility or otherwise, in an amount sufficient to fund our liquidity
needs.
If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to
reduce or delay capital expenditures, sell assets, seek additional capital, or restructure or refinance our
indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled
debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the
capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest
rates and may require us to comply with more onerous covenants, which could further restrict our business
operations. In addition, the terms of existing or future debt agreements may restrict us from adopting some of
these alternatives.
Exchange of our outstanding exchangeable notes may dilute the ownership interests of existing stockholders
or may otherwise depress the price of our common stock.
We are obligated as a guarantor under the indentures relating to the outstanding exchangeable notes
issued by certain of our subsidiaries. The exchange of some or all of the exchangeable notes may dilute the
ownership interests of our stockholders to the extent we deliver shares of our common stock upon exchange.
While outstanding hedges relating to the exchangeable notes are expected to reduce the potential dilutive effect
on our common stock upon any exchange and/or offset any cash payment the issuers of the exchangeable notes
would be required to make in excess of the principal amount of the exchanged notes, outstanding warrants
relating to the exchangeable notes have a dilutive effect to the extent that the market price per share of our
common stock exceeds the strike price of the warrants. Any sales in the public market of our common stock
issuable upon exchange of any exchangeable notes could adversely affect prevailing market prices of our
common stock. In addition, the existence of the exchangeable notes may encourage short selling of our common
stock by market participants because the exchange of the exchangeable notes could be used to satisfy short
positions. In addition, the anticipated exchange of the exchangeable notes could depress the price of our
common stock.
Risks relating to ownership of our common stock
You may experience dilution due to the issuance of additional securities in the future.
Our dilutive securities consist of vested options to purchase shares of our common stock, restricted stock
unit awards, equity awards denominated in the equity of our non-public subsidiaries but settleable in shares of
our common stock, the exchangeable notes, and the exchangeable note warrants.
These dilutive securities are reflected in our dilutive earnings per share calculation contained in our
financial statements for fiscal years ended December 31, 2025, 2024, and 2023. For more information, see “Note
9—Earnings per Share” to the consolidated financial statements included in “Part II, Item 8—Consolidated
Financial Statements and Supplementary Data.” Intra-quarter movements in our stock price could lead to more
or less dilution than reflected in these calculations.
We cannot guarantee that our share repurchase programs will be fully consummated or enhance long-term
stockholder value. Also, the price of our stock is subject to volatility and share repurchases and dividend
payments could increase the volatility of the trading price of our stock and will diminish our cash reserves.
Although our board of directors has authorized share repurchase programs that do not have an expiration
date, the programs do not obligate us to repurchase any specific dollar amount or acquire any specific number of
shares of our common stock. The specific timing and amount of any share repurchases will depend on prevailing
share prices, general economic and market conditions, company performance, and other considerations. We
cannot guarantee that the repurchase programs will be fully consummated or enhance long-term stockholder
value. Further, our stock has experienced substantial price volatility in the past and may continue to do so in the
future. Price volatility may cause the average price at which we repurchase our stock in a given period to exceed
the stock's price at a given point in time. The repurchase programs could also affect the trading price of our stock
and increase volatility, and any announcement of a termination of the repurchase programs may result in a
decrease in the trading price of our stock. In addition, our repurchase program will diminish our cash reserves.
There can be no assurance that we will continue to declare cash dividends.
The payment of any cash dividends in the future is subject to continued capital availability, market
conditions, applicable laws and agreements, and our board of directors continuing to determine that the
declaration of dividends are in the best interests of our stockholders. The declaration and payment of any
dividend may be discontinued or reduced at any time, and there can be no assurance that we will declare cash
dividends in the future in any particular amounts, or at all. Dividend payments could also affect the trading price
of our stock and increase volatility, and any announcement of a termination of our dividend payments may
result in a decrease in the trading price of our stock. In addition, dividend payments will diminish our cash
reserves.
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 and, therefore, depress the trading price of
our common stock.
Delaware corporate law and our certificate of incorporation and bylaws contain provisions that could
discourage, delay, or prevent a change in control of our company or changes in our management that the
stockholders of our company may deem advantageous, including provisions which:
•authorize the issuance of “blank check” preferred stock that our board of directors could issue to
increase the number of outstanding shares and to discourage a takeover attempt;
•establish a classified board of directors, as a result of which our board is divided into classes, which
prevents stockholders from electing an entirely new board of directors at an annual meeting until our
2028 annual meeting of stockholders, at and after which time, our entire board of directors will be
declassified;
•prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of
the stockholders;
•eliminate the ability of our stockholders to call special meetings of stockholders;
•provide that certain litigation against us can be brought only in Delaware (subject to certain
exceptions); and
•provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws.
Any provision of our certificate of incorporation, our bylaws, or Delaware law that has the effect of
delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium
for their shares of our common stock, and could also affect the price that some investors are willing to pay for
our common stock.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
Match Group maintains an information security program designed to identify, protect against, detect,
respond to, and manage reasonably foreseeable cybersecurity risks and threats. Our information security teams,
led by our Senior Vice President, Security Engineering, is responsible for assessing and managing our exposure to
information security risks, including by:
•Implementing and enforcing physical, operational and technical security policies, procedures and
controls;
•Conducting, and engaging independent third-party experts to conduct, when appropriate, internal and
external security assessments and audits, including assessments of our cybersecurity policies,
standards, processes, and practices, and the security posture of third-party vendors and partners; and
•Collaborating with our development teams to engineer and integrate security as part of the product
development lifecycle.
We have implemented cybersecurity controls to attempt to detect and address threats arising from our use
of third-party service providers. We have established incident response and recovery plans across Match Group’s
businesses, and we have conducted cybersecurity awareness training for our employees, including incident
response personnel and senior management. For key third parties, security risk assessments are conducted
during onboarding, contract renewal, and when an increased risk profile is identified. We also require specified
security controls and other responsibilities from our service providers and we investigate security incidents
affecting them as deemed necessary.
Our policies, standards, processes and practices for assessing, identifying, and managing material risks from
cybersecurity threats are integrated into our overall risk management program and are based on frameworks
established by the International Organization for Standardization (“ISO”) and other applicable industry
standards. This does not imply that we meet any particular technical standards, specifications or requirements,
only that we use ISO and other applicable industry standards as guides to help us identify, assess and manage
cybersecurity risks relevant to our business. We have also obtained various industry certifications and
attestations that demonstrate our dedication to protecting the data our users entrust to us, including for Tinder
and Hinge.
We conduct periodic reviews and tests of our information security program and leverage audits by our
internal audit team and testing by our red team. When appropriate, we employ external services to conduct
tabletop exercises, penetration and vulnerability testing, simulations, and other exercises to evaluate the
effectiveness of our information security program and improve our security measures and planning across Match
Group’s businesses. The results of these assessments are reported to the Audit Committee of our Board of
Directors.
We have not identified risks from cybersecurity threats, including as a result of any previous cybersecurity
incidents, that have materially affected or are reasonably likely to materially affect us. However, we face ongoing
risks from cybersecurity threats that, if realized, are reasonably likely to materially affect our business strategy,
results of operations, or financial condition, and our systems periodically experience directed attacks intended to
lead to interruptions and delays in our service and operations as well as loss, misuse or theft of personal
information (of third parties, employees and our users) and other data, confidential information or intellectual
property. Any significant disruption to our service or unauthorized access to our systems could result in a loss of
users and adversely affect our business, financial condition, and results of operations. Further, a penetration of
our systems or a third-party’s systems or other misappropriation or misuse of personal information could subject
us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business,
financial condition, and results of operations. While Match Group maintains cybersecurity insurance, the costs
related to cybersecurity threats or disruptions may not be fully insured. For additional discussion of
cybersecurity risks, see “Item 1A Risk factors—Risks relating to our business—We may not be able to protect our
systems and infrastructure from cyberattacks and may be adversely affected by cyberattacks experienced by
third parties.”
Governance
Board Oversight
Our Board of Directors, in coordination with the Audit Committee, oversees our management of
cybersecurity risk, including our annual risk assessment, where we assess key risks within the company, including
security and technology risks and cybersecurity threats. The Audit Committee directly oversees our cybersecurity
program. The Audit Committee receives regular cybersecurity updates from management. Cybersecurity reviews
by the Audit Committee or the Board of Directors occur regularly, including as determined to be necessary or
advisable.
Management’s Role
Our cybersecurity program is managed by our SVP, Security Engineering, who reports to our Chief Legal
Officer. Our SVP, Security Engineering, has over 20 years of industry experience, including serving in similar roles
leading and overseeing cybersecurity programs at other public companies. Our information security program
encompasses partnerships among teams that are responsible for cyber governance, prevention, detection and
remediation activities within our cybersecurity environment. Team members have relevant certifications,
educational and industry experience, including experience holding similar positions at other large technology
companies. The information security teams provide regular reports to senior management and other relevant
teams on various cybersecurity threats, assessments and findings. Our information security leadership reports
directly to the Audit Committee or the Board of Directors on our cybersecurity program and efforts to prevent,
detect, mitigate, and remediate issues. We also maintain an escalation process to inform senior management
and the Board of Directors of material issues and make determinations with respect to any required disclosures.
Item 2. Properties
Match Group believes that the facilities for its management and operations are generally adequate for its
current and near-term future needs. Match Group’s facilities, whether owned or leased, are in various cities in
the United States and abroad, and generally consist of executive and administrative offices and data centers. We
also believe that, if we require additional space, we will be able to lease additional facilities on commercially
reasonable terms.
Item 3. Legal Proceedings
Overview
We are, and from time to time may become, involved in various legal proceedings arising in the normal
course of our business activities, such as trademark and patent infringement claims, trademark oppositions, and
consumer or advertising complaints, as well as stockholder derivative actions, class action lawsuits, mass
arbitrations, and other matters. The amounts that may be recovered in such matters may be subject to
insurance coverage. The litigation matters described below involve issues or claims that may be of particular
interest to our stockholders, regardless of whether any of these matters may be material to our financial
position or operations based upon the standard set forth in the SEC’s rules.
Consumer Class Action Litigation Challenging Tinder’s Age-Tiered Pricing
On May 28, 2015, a putative state-wide class action was filed against Tinder in state court in California. See
Allan Candelore v. Tinder, Inc., No. BC583162 (Superior Court of California, County of Los Angeles). The complaint
principally alleges that Tinder violated California’s Unruh Civil Rights Act by offering and charging users over a
certain age a higher price than younger users for subscriptions to its premium Tinder Plus service. Plaintiff seeks
damages in an unspecified amount. On July 15, 2024, the court granted Plaintiff’s motion to certify a class based
upon California Tinder Plus and Tinder Gold subscribers age 29 and over. On January 17, 2025, the court denied
our motion to compel the class and the plaintiff to arbitration. We filed a Notice of Appeal on January 24, 2025,
and on April 18, 2025, the court stayed the case pending our appeal. On September 10, 2025, the parties agreed
to settle the case on a class-wide basis for a payment of $60.5 million, and on January 13, 2026, the court
preliminarily approved the settlement agreement. The settlement amount was placed into escrow in January
2026, pending the final court approval.
Irish Data Protection Commission Inquiry Regarding Tinder’s Practices
On February 3, 2020, we received a letter from the Irish Data Protection Commission (the “DPC”) notifying
us that the DPC had commenced an inquiry examining Tinder’s compliance with GDPR, focusing on Tinder’s
processes for handling access and deletion requests and Tinder’s user data retention policies. On January 8,
2024, the DPC provided us with a preliminary draft decision alleging that certain of Tinder’s access and retention
policies, largely relating to protecting the safety and privacy of Tinder’s users, violate GDPR requirements. We
filed our response to the preliminary draft decision on March 15, 2024. We believe we have strong defenses to
these claims and will defend vigorously against them.
FTC Investigation of Certain Subsidiary Data Privacy Representations
On March 19, 2020, the FTC issued an initial Civil Investigative Demand (“CID”) to the Company requiring us
to produce certain documents and information regarding the allegedly wrongful conduct of OkCupid in 2014 and
our public statements in 2019 regarding such conduct and whether such conduct and statements were unfair or
deceptive under the FTC Act. On May 26, 2022, the FTC filed a Petition to Enforce Match Civil Investigative
Demand, and on June 20, 2025, the Court ordered that the FTC’s Petition be granted in part and denied in part.
See FTC v. Match Group, Inc., No. 1:22-mc-00054 (District of Columbia). We believe we have strong defenses to
any allegations of wrongdoing and intend to defend vigorously against them.
Meslage Securities Class Action And Related Derivative Actions
On November 25, 2024, a Match Group stockholder filed a complaint in the Central District of California
against Match Group, Inc., its Chief Executive Officer, and its President and Chief Financial Officer seeking to
recover unspecified monetary damages on behalf of a putative class of acquirers of Match Group securities
between May 2, 2023 and November 6, 2024. See Sébastian Meslage v. Match Group, Inc. et al., No: 2:24-
cv-10153-MEMF-PVC (Central District of California). The complaint alleges that Match Group materially
understated the challenges affecting its Tinder business and, as a result, understated the risk that Tinder's
monthly active user count would not recover by the time the Company reported its financial results for the third
fiscal quarter of 2024. On July 24, 2025, the court appointed Evan Weisz as the lead plaintiff. On September 22,
2025, the plaintiff voluntarily dismissed without prejudice the Meslage putative class action as to all defendants.
In addition, in December 2024, purported Match Group stockholders filed two derivative complaints in the
Central District of California (nominally on behalf of the Company) against certain of Match Group, Inc.’s current
and former executive officers and members of its board of directors, alleging violations of the federal securities
laws and breach of fiduciary duty stemming from the same or similar purported misrepresentations as the
securities class action. See Hollin v. Kim, et al., No. 2:24-CV-10776 (Central District of California), and Roy v Kim,
et al., No. 2:24-cv-11007 (Central District of California). In August 2025, a third derivative complaint was filed in
the Central District of California alleging similar causes of action. See Habedus v. Kim, et al., No. 2:25-cv-07171
(Central District of California). On September 9, 2025, the court dismissed the Habedus derivative action with
prejudice as to all defendants. As to the remaining derivative actions, we believe that we have strong defenses
to the allegations and will defend vigorously against them.
Netherlands Privacy Class Action
On December 17, 2024, a writ of summons was filed against MTCH Technologies Services Limited, an
indirect subsidiary of the Company, and Match Group, Inc. in the District Court of Amsterdam. Among other
things, the lawsuit alleges that defendants unlawfully collected, processed, and shared Dutch Tinder users’
personal data without proper consent in violation of GDPR and Dutch consumer protection laws. See Stichting
Take Back Your Privacy v. MTCH Technologies Services Limited et al. (Amsterdam). The lawsuit purports to
represent a class of Dutch Tinder users from May 25, 2018 until the court’s final judgment and seeks monetary
damages and injunctive relief. On May 7, 2025, we filed a motion contesting jurisdiction, and the plaintiff filed an
opposition on June 18, 2025. We believe that we have strong defenses to the allegations and will defend
vigorously against them.
Item 4. Mine Safety Disclosure
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market for Registrant’s Common Equity and Related Stockholder Matters
Our common stock is quoted on the Nasdaq Global Select Market (“NASDAQ”) under the ticker symbol
“MTCH.”
As of January 31, 2026, there were 806 holders of record of the Company’s common stock. Because the
substantial majority of the outstanding shares of our common stock are held by brokers and other institutions on
behalf of shareholders, we are not able to estimate the total number of beneficial shareholders represented by
these record holders.
Dividends
Beginning in January 2025, we paid a quarterly cash dividend of $0.19 per share of outstanding common
stock to stockholders of record. During the year ended December 31, 2025, total dividend payments were
$186.3 million.
On February 3, 2026, we declared a dividend of $0.20 per share of outstanding common stock, payable on
April 21, 2026 to stockholders of record as of the close of business on April 7, 2026.
Subject to legally available funds and future declaration by our board of directors, we currently intend to
continue to pay a quarterly cash dividend on our outstanding common stock. The declaration and payment of
future dividends is at the sole discretion of our board of directors after taking into account various factors,
including our financial condition, operating results, available cash, and current and anticipated cash needs.
See Note 7—Shareholders’ Equity in the notes to the consolidated financial statements included in Part II,
Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K for additional
information regarding dividends.
Stock Performance Graph
The following graph compares the cumulative total return (assuming dividend reinvestment, as applicable)
of Match Group common stock, the NASDAQ Composite index, the Russell 1000 Technology Index, and the
Standard & Poor’s 500 Stock Index, in each case, based on $100 invested at the close of trading on December 31,
2020 through December 31, 2025. The returns shown are based on historical results and are not intended to
suggest future performance.
COMPARISON OF CUMULATIVE TOTAL RETURN
Match Group, Inc. Common Stock
Among Match Group, Inc., the NASDAQ Composite Index,
the Russell 1000 Technology Index, and the S&P 500 Index
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Russell 1000 Technology Index | | | | | | | | | | | |
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Issuer Purchases of Equity Securities
The following table sets forth purchases by the Company of its common stock during the quarter ended
December 31, 2025:
| | | | | | | |
| (a) Total Number of Shares Purchased | | (b) Average Price Paid Per Share | | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | | (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2) |
| | | | | | | |
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| | | | | | | |
______________________
(1)Reflects repurchases made pursuant to the $1.5 billion share repurchase program authorized in
December 2024 (the “December 2024 Share Repurchase Program”).
(2)Represents the aggregate value of shares of common stock that remained available for repurchase
pursuant to the December 2024 Share Repurchase Program. The timing and actual number of any
shares repurchased will depend on a variety of factors, including price, general business and market
conditions, and alternative investment opportunities. The Company is not obligated to purchase any
shares under the repurchase program, and repurchases may be commenced, suspended or
discontinued from time to time without prior notice.
Item 6. Reserved
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Updated Financial Metrics
We have updated the title of our primary non-GAAP measure to “Adjusted EBITDA” from our previous title
“Adjusted Operating Income.” We believe this updated title better aligns with our peers. Numerically, Adjusted
EBITDA is the same as Adjusted Operating Income; however, the starting point of the reconciliation to the most
comparable GAAP financial measure has changed from operating income to net income. See “Non-GAAP
Financial Measures” below for the full definition of Adjusted EBITDA and a reconciliation of net income
attributable to Match Group, Inc. shareholders to Adjusted EBITDA.
Key Terms:
Operating and financial metrics:
•Tinder consists of the world-wide activity of the brand Tinder®.
•Hinge consists of the world-wide activity of the brand Hinge®.
•Evergreen & Emerging (“E&E”) consists of the world-wide activity of our Evergreen brands, including
Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands, and
our Emerging brands, including BLK®, Chispa™, The League®, Archer®, Upward®, Yuzu™, Salams®,
HER™, and other smaller brands.
•Match Group Asia (“MG Asia”) consists of the world-wide activity of the brands Pairs™ and Azar®.
•Corporate and unallocated costs includes 1) corporate expenses (such as executive management,
investor relations, corporate development, board of directors, and public company listing fees), 2)
portions of corporate services (such as legal, human resources, accounting, and tax), and 3) certain
centrally managed services and technology that have not been allocated to the individual business
segments (such as central trust and safety operations and certain shared software).
•Direct Revenue is revenue that is received directly from end users of our services and includes both
subscription and à la carte revenue.
•Indirect Revenue is revenue that is not received directly from an end user of our services, substantially
all of which is advertising revenue.
•Payers are unique users at a brand level in a given month from whom we earned Direct Revenue.
When presented as a quarter-to-date or year-to-date value, Payers represents the average of the
monthly values for the respective period presented. At a consolidated level, and a business unit level
to the extent a business unit consists of multiple brands, duplicate Payers may exist when we earn
revenue from the same individual at multiple brands in a given month, as we are unable to identify
unique individuals across brands in the Match Group portfolio.
•Revenue Per Payer (“RPP”) is the average monthly revenue earned from a Payer and is Direct Revenue
for a period divided by the Payers in the period, further divided by the number of months in the
period.
Operating costs and expenses:
•Cost of revenue consists primarily of the amortization of in-app purchase fees, Variable Expenses
(defined below), and employee compensation expense and stock-based compensation expense for
personnel engaged in data center and customer care functions.
•Selling and marketing expense consists primarily of cost of acquisition expense, employee
compensation expense, and stock-based compensation expense for personnel engaged in selling and
marketing, sales support, and public relations functions.
•General and administrative expense consists primarily of employee compensation expense and stock-
based compensation expense for personnel engaged in executive management, finance, legal, tax, and
human resources, fees for professional services (including transaction-related costs for acquisitions),
and facilities costs.
•Product development expense consists primarily of employee compensation expense and stock-based
compensation expense that are not capitalized for personnel engaged in the design, development,
testing, and enhancement of product offerings and related technology.
•In-app purchase fees consists of the amortization of in-app purchase fees, which are monies paid to
Apple and Google in connection with the processing of in-app purchases of subscriptions and service
features through the in-app payment systems provided by Apple and Google. Additionally, fees paid to
Apple and Google for transactions not processed through their in-app payment systems are included
within in-app purchase fees.
•Variable Expenses consists primarily of hosting fees, credit card processing fees, and rent, energy, and
bandwidth costs associated with data centers.
•Cost of acquisition consists primarily of advertising expenditures, including online marketing (fees paid
to search engines and social media sites), offline marketing, including television and print advertising,
and production of advertising content.
•Employee compensation expense consists primarily of compensation expense (excluding stock-based
compensation expense) and other employee-related costs that are not capitalized.
•Stock-based compensation expense consists principally of expense associated with awards of
restricted stock units (“RSUs”), performance-based RSUs, and market-based awards that is not
capitalized. These expenses are not paid in cash.
Long-term debt:
•Credit Facility - The revolving credit facility under the credit agreement of MG Holdings II. At
December 31, 2025, there was $0.6 million outstanding in letters of credit and $499.4 million of
availability under the Credit Facility.
•Term Loan - The former term loan facility under the credit agreement of MG Holdings II. At
December 31, 2024, the Term Loan bore interest at a term secured overnight financing rate plus an
applicable adjustment (“Adjusted Term SOFR”) plus 1.75% and the then applicable rate was 6.22%. On
January 21, 2025, we repaid the Term Loan in full utilizing cash on hand.
•5.00% Senior Notes - MG Holdings II’s 5.00% Senior Notes due December 15, 2027, with interest
payable each June 15 and December 15, which were issued on December 4, 2017. At December 31,
2025, $450 million aggregate principal amount was outstanding.
•4.625% Senior Notes - MG Holdings II’s 4.625% Senior Notes due June 1, 2028, with interest payable
each June 1 and December 1, which were issued on May 19, 2020. At December 31, 2025, $500 million
aggregate principal amount was outstanding.
•5.625% Senior Notes - MG Holdings II’s 5.625% Senior Notes due February 15, 2029, with interest
payable each February 15 and August 15, which were issued on February 15, 2019. At December 31,
2025, $350 million aggregate principal amount was outstanding.
•4.125% Senior Notes - MG Holdings II’s 4.125% Senior Notes due August 1, 2030, with interest payable
each February 1 and August 1, which were issued on February 11, 2020. At December 31, 2025, $500
million aggregate principal amount was outstanding.
•3.625% Senior Notes - MG Holdings II’s 3.625% Senior Notes due October 1, 2031, with interest
payable each April 1 and October 1, which were issued on October 4, 2021. At December 31, 2025,
$500 million aggregate principal amount was outstanding.
•6.125% Senior Notes - MG Holdings II’s 6.125% Senior Notes due September 15, 2033, with interest
payable each March 15 and September 15, commencing on March 15, 2026, which were issued on
August 20, 2025. The proceeds from the issuance of these notes will be used to repay all of the
outstanding 2026 Exchangeable Notes at or prior to their maturity, and the remaining proceeds will be
used for general corporate purposes. As of December 31, 2025, $700 million aggregate principal
amount was outstanding.
•2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes due June 15, 2026 issued by Match
Group FinanceCo 2, Inc., a subsidiary of the Company, which are exchangeable into shares of the
Company's common stock. Interest is payable each June 15 and December 15. On September 8 and
November 13, 2025, we repurchased $76.4 million and $74.8 million of 2026 Exchangeable Notes,
respectively. At December 31, 2025, $424 million aggregate principal amount was outstanding and is
presented as a current liability.
•2030 Exchangeable Notes - The 2.00% Exchangeable Senior Notes due January 15, 2030 issued by
Match Group FinanceCo 3, Inc., a subsidiary of the Company, which are exchangeable into shares of
the Company's common stock. Interest is payable each January 15 and July 15. At December 31, 2025,
$575 million aggregate principal amount was outstanding.
Non-GAAP financial measure:
•Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) - is a
Non-GAAP financial measure. See “Non-GAAP Financial Measures” below for the definition of Adjusted
EBITDA and a reconciliation of net income attributable to Match Group, Inc. to Adjusted EBITDA.
MANAGEMENT OVERVIEW
Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to
help people make meaningful connections. Our global portfolio of brands includes Tinder®, Hinge®, Match®,
Meetic®, OkCupid®, Pairs™, Plenty Of Fish®, Azar®, BLK®, and more, each built to increase our users’ likelihood of
connecting with others. Through our trusted brands, we provide tailored services to meet the varying
preferences of our users.
We manage our portfolio of brands in four business units: Tinder, Hinge, Evergreen and Emerging, and
Match Group Asia.
As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match Group,
Inc. and its subsidiaries, unless the context indicates otherwise.
Sources of Revenue
All of our services provide the use of certain features for free as well as a variety of additional features
through a subscription or, for certain features, on a pay-per-use, or à la carte, basis. Our revenue is primarily
derived directly from users in the form of recurring subscription fees and à la carte purchases.
Subscription revenue is presented net of credits and credit card chargebacks. Payers who purchase
subscriptions or à la carte features pay in advance, primarily by using a credit card or through mobile app stores,
and, subject to certain conditions identified in our terms and conditions, all purchases are final and
nonrefundable. Fees collected, or contractually due, in advance for subscriptions are deferred and recognized as
revenue using the straight-line method over the term of the applicable subscription period, which primarily
ranges from one week to six months, and corresponding in-app purchase fees incurred on such transactions, if
any, are deferred and expensed over the same period. Revenue from the purchase of à la carte features is
recognized based on usage. We also earn revenue from online advertising, which is recognized each time an ad
is displayed.
Trends affecting our business
Each brand in our portfolio has the goal of using technology to help people make meaningful connections.
While the goal is the same for each brand, the means to achieve that goal can be differentiated by how a specific
brand targets their primary user demographic. With users of our apps often utilizing multiple apps, our brands
can often have overlapping target users. The overall trends affecting all brands within our portfolio, include the
following:
In-App Purchase Fees. Purchases made by our users through mobile applications, as opposed to desktop or
mobile web, continue to increase, and are generally processed through the in-app payment systems provided by
Apple and Google, notwithstanding the availability of alternative payment options in certain circumstances.
Where users make in-app purchases using Apple’s or Google’s payment systems, we are required to pay Apple
and Google, as applicable, a meaningful share (for subscribers, generally up to 30% on iOS and 15% on Android)
of the revenue we receive from these transactions. Where payments on Android and iOS devices are processed
through alternative payment systems, we are also generally required to pay Apple and Google a meaningful
share of those transactions; however, Apple does not currently impose such fees for alternative payments on iOS
in the United States. In 2024, we entered into a partnership with Google through Q1 2027 that provides value
exchange across our broader relationship. We expect this partnership to help offset additional costs that some
of our brands have incurred, or may incur, in connection with implementing Google’s User Choice Billing system,
which allows developers to offer an alternative billing option alongside Google Play’s billing system.
In the European Union, the Digital Markets Act went into effect in March 2024. Apple’s compliance plan
lowers the 30% service fee in the EU to 17% for our applications, but also adds a payment processing fee of 3%,
as well as a 0.50 Euro fee per download (including updates) per year. Apple’s plan is subject to approval by the
European Commission, which has launched infringement proceedings against Apple and may require further
concessions from Apple.
In total, these developments, including the Google partnership, our increased ability to offer alternative
payment options in certain circumstances, and the current inability of Apple to impose fees on transactions
processed through alternative payment systems in the U.S., led to savings in in-app purchase fees in 2025
compared to 2024. We expect to realize significant in-app purchase fee savings in 2026 compared to 2025 for
the same and similar reasons absent further developments with the Apple and Google app store fee structures.
Implementing new technologies that enhance our user experience. We expect new technologies will be
utilized to continue to drive user engagement. As new technologies develop, we evaluate whether those
technologies can be incorporated into our apps to enhance the user experience. In particular, we are working to
further integrate AI technologies into our services through a variety of features to improve user relevance and
matching. We also recently launched Face Check, a facial verification feature that helps confirm users are real
and match their profile photos, at Tinder. We plan to launch Face Check and other user verification technology
at other brands in the future, including Hinge. Significant resources are required to develop, test, and maintain
these technologies and we expect other technologies to evolve and be tested in our services and incorporated
into our apps in the future.
In addition to the trends affecting our overall portfolio, some of our individual brands are affected by
certain other trends, including the following:
Tinder. Over the past several years, Tinder has experienced a decline in user growth and recently shifted its
strategy to focus on improving user outcomes with multiple product changes and further investments in user
trust and safety that are intended to return Tinder to user growth. Tinder expects revenue to decrease in 2026 at
a similar rate to the decrease in 2025, as these features and investments are tested and implemented.
Hinge. Hinge has a strong user base in English speaking markets and has expanded into additional
European markets in recent years as well as Central and South America in 2025. Further geographic expansion in
South America is expected in 2026, along with expansion into India. Hinge intends to continue to focus on adding
new features to its service to continue to drive user satisfaction for its target audience of intentioned daters. In
the near term, we expect to continue to make investments in the business to support Hinge’s growth, including
investments in product development as well as marketing.
Evergreen & Emerging. Our collections of brands within E&E include well-known pioneers in online
relationships (which we refer to as Evergreen brands) and newer brands which target specific demographics
(which we refer to as Emerging brands). Revenues from the Evergreen brands have declined in recent years,
while Emerging brands have experienced growth and in many cases are relying on marketing to increase the size
of their user base. We expect revenue from the Emerging Brands will decline as we pivot the product experience
away from a Swipe-based interface for our affinity-based brands suck as BLK and Chispa. We are near the end of
our multi-year process of consolidating technology platforms across various Evergreen and Emerging brands to
enable faster new feature releases and to reduce the cost to maintain those platforms.
MG Asia. Our Azar app, which provides one-to-one video chat, has a market presence primarily in the
Middle East and Europe. Azar leverages AI capabilities to drive user growth and monetization globally. Our Pairs
brand is a leader in dating in Japan with a focus on marriage as an outcome.
On February 22, 2026, Apple removed the Azar app from the Apple App Store. The removal follows Apple’s
February 6 update to its App Review Guideline 1.2 regarding user-generated content, which was revised to
prohibit random or anonymous chat apps. As a result of Apple’s removal, which occurred after extensive
engagement with Apple, the Azar app is no longer available for download from the Apple App Store.
Apple informed us that existing users who previously downloaded the app from the Apple App Store
remain able to access and use the app, including the ability to execute purchases and renewals. Azar remains
available for download via Google Play and users can access the service through the desktop and mobile web
versions of Azar in available markets. The Company is evaluating all options with regards to Azar’s future
operation, including, working with Apple to understand if modifications could result in reinstatement to the
Apple App Store, or other potential changes to the service; however, we expect a negative impact to Azar’s
revenue, operating income, and Adjusted EBITDA in 2026, particularly if reinstatement is not successful or if we
are required to make changes to the app that do not monetize as effectively. For the year ended December 31,
2025, Azar Direct Revenue was $155.8 million, of which 76% was through Apple’s App Store. On February 3,
2026, we announced our expectations for the year ending December 31, 2026 that MG Asia Direct Revenue
would decline year-over-year in the high-single-digits on a percentage basis and MG Asia Adjusted EBITDA
margin would be in the low-to-mid 20%s. At that time, we expected, for the year ending December 31, 2026,
that Azar Direct Revenue would decline at a similar rate to MG Asia and Azar Adjusted EBITDA margin would be
slightly below MG Asia. The foregoing expectations were as of February 3, 2026, speak only as of that date, and
have not been updated. The ultimate impact to MG Asia’s and Azar’s 2026 Direct Revenue and Adjusted EBITDA
will depend on a variety of unknown factors, including the outcome of our evaluation of options regarding Azar
and its future operation, and other risks and uncertainties, including those set forth in “Risk Factors” in Item 1A
of Part I.
Other trends or factors affecting the comparability of our results
Cost of Acquisition. The cost of acquiring new users has consistently been one of our larger operating
expenses. How we deploy our advertising spend varies among brands, with the majority of our advertising spend
taking place online, including social media sites, streaming services, search engines, and influencers.
Additionally, some brands utilize offline and out-of-home marketing campaigns, such as on television and
outdoor billboards. For established brands, we seek to optimize for total return on advertising spend by
frequently analyzing and adjusting spend to focus on marketing channels and markets that generate returns
above our thresholds. Our data-driven approach provides us the flexibility to scale and optimize our advertising
spend. We spend advertising dollars against an expected lifetime value of a Payer that is realized over a multi-
year period. While this advertising spend is intended to be profitable on that basis, it is nearly always negative
during the period in which the expense is incurred. For newer brands that are gaining scale, or existing brands
that are expanding into new geographies, we may make incremental advertising investments to establish the
brand before optimizing monetization of the brand. Our advertising spend may be incurred unevenly throughout
the year.
International markets. Our services are available across the world. Our international revenue represented
56% and 54% of our total revenue for the years ended December 31, 2025 and 2024, respectively. We vary our
pricing to align with local market conditions and our international businesses typically earn revenue in local
currencies. As foreign currency exchange rates fluctuate, translation of the statement of operations of our
international businesses into U.S. dollars affects year-over-year comparability of operating results.
Results of Operations for the years ended December 31, 2025, 2024 and 2023
The following discussion should be read in conjunction with “Item 8. Consolidated Financial Statements
and Supplementary Data.” The following discussion is regarding our financial condition and results of operations
for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion
regarding our financial condition and results of operations for the year ended December 31, 2024 compared to
the year ended December 31, 2023, please refer to Part II, Item 7, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2024, filed with the SEC on February 27, 2025.
Revenue
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Tinder Direct Revenue declined $77.7 million, or 4%. The decrease in Direct Revenue was driven by a 7%
decrease in Payers, partially offset by an increase in RPP of 3%. On a consistent foreign exchange rate basis, the
decline in revenue was $92.5 million, or 5%, in 2025 compared to 2024.
Hinge Direct Revenue grew $140.4 million, or 26%. Revenue growth was driven by both growth in the U.S.
and other English-speaking markets as well as continued expansion efforts in certain European markets. Payers
increased 18% and RPP increased 7%.
E&E Direct Revenue declined $49.2 million, or 8%, driven by a decline in Payers of 14%, partially offset by
increased RPP of 8%, which was positively impacted by the weakening of the U.S. dollar compared to the Euro.
Our decision to terminate certain live streaming services in the second half of 2024 also partially contributed to
the revenue decline.
MG Asia Direct Revenue declined $16.6 million, or 6%. Excluding revenue from Hakuna, which was shut
down in the third quarter of 2024, MG Asia revenue would have declined $0.3 million. The decline in revenue
was also negatively impacted by the strength of the U.S. dollar compared to the Turkish Lira.
Indirect Revenue increased $10.9 million, primarily due to higher ad impressions compared to 2024 and an
increase in direct advertising activity.
Cost of revenue (exclusive of depreciation)
Cost of revenue decreased 4%, primarily due to a decrease in Variable Expenses of $22.4 million
predominately at E&E and MG Asia as a result of the termination of certain of our live streaming services and the
shutdown of the Hakuna app in the second half of 2024. Total in-app purchase fees were $687.1 million and
$696.6 million in 2025 and 2024, respectively.
Selling and marketing expense
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Selling and marketing expense was essentially flat for the year, up $3.4 million.
General and administrative expense
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General and administrative expense increased primarily due to (i) a legal settlement at Tinder in the
amount of $60.5 million, (ii) a settlement with the FTC in the amount of $14.0 million related to certain E&E
applications, and (iii) an increase in severance expense of $9.9 million primarily within Corporate and
Unallocated Costs and E&E. Partially offsetting these increases was (i) a decrease in non-cash compensation of
$13.2 million primarily within E&E related to updated projections for certain performance awards and
headcount reductions and (ii) a gain of $8.3 million on the sale of one of our two buildings in Los Angeles.
Product development expense
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Product development expense increased primarily due to increased software expense and stock-based
compensation expense, partially offset by a decrease in employee compensation expense.
Depreciation
Depreciation was lower primarily due to (i) a decrease in internally developed software depreciation at
Tinder as certain assets became fully depreciated in 2025 and (ii) the write off of internally developed software
associated with our live streaming services in 2024. These decreases were partially offset by increases in
internally developed software at E&E.
Impairments and amortization of intangibles
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Impairments and amortization of intangibles decreased primarily due to impairments of intangible assets
at E&E and MG Asia in the prior year as a result of the termination of certain of our live streaming services and
the Hakuna app in 2024.
Net Income, Operating Income, and Adjusted EBITDA
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NM = Not meaningful
For a reconciliation of operating income to Adjusted EBITDA for each reportable segment, see “Non-GAAP
Financial Measures.”
•Tinder’s operating income was $832.6 million, down 6%, and Adjusted EBITDA was $941.4 million, down
7%, primarily due to costs associated with a legal settlement and the decrease in revenue, partially
offset by a reduction of in-app purchase fees. Operating income further benefited from lower
depreciation expense as certain internally developed software assets became fully depreciated during
2025.
•Hinge’s operating income was $166.3 million, an increase of 37%, and Adjusted EBITDA was $226.5
million, an increase of 36%, primarily due to continued revenue growth. Expense grew at a slower rate
than revenue, leading to expanding margins.
•E&E’s operating income was $63.3 million, down 4%, and Adjusted EBITDA was $140.4 million, down
18%, primarily due to continued decreases in revenue, partially offset by a decrease in Variable
Expenses as a result of the termination of certain of our live streaming services in the second half of
2024. Operating income was also favorably impacted by the decrease in impairments and amortization
of intangible assets as discussed above and decreases in stock-based compensation expense associated
with reductions in headcount and updates for certain performance award projections.
•MG Asia’s operating income was $6.3 million, a $38.6 million improvement over the prior year
operating loss, and Adjusted EBITDA was $66.4 million, up 9%. The change in operating income (loss) is
primarily due to the impairments and amortization of intangible assets in 2024 related to the shutdown
of the Hakuna app in the second half of the year.
At December 31, 2025, there was $305.2 million of unrecognized compensation cost, net of estimated
forfeitures, related to all stock-based awards, which is expected to be recognized over a weighted average
period of approximately 1.9 years.
Interest expense
Interest expense decreased primarily due to the decrease in the outstanding balance of the Term Loan,
which was repaid in full in January 2025, partially offset by the issuance of the 6.125% Senior Notes in August
2025.
Other income, net
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NM = Not Meaningful
Income tax provision
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For discussion of income taxes, see “Note 3—Income Taxes” to the consolidated financial statements
included in “Item 8—Consolidated Financial Statements and Supplementary Data.”
For the year ended December 31, 2025, the Company recorded an income tax provision of $132.5 million
at an effective tax rate of 18%, which is lower than the statutory rate primarily due to a lower rate on U.S.
income derived from foreign sources and research credits.
For the year ended December 31, 2024, the Company recorded an income tax provision of $152.7 million
at an effective tax rate of 22%, which is higher than the statutory rate primarily due to state income taxes and
nondeductible stock-based compensation, partially offset by a lower tax rate on U.S. income derived from
foreign sources and research credits.
On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (“the Act”). The Act provides
changes to U.S. federal tax law, including current expensing of U.S. research expenditures, immediate expensing
of eligible capital expenditures, modifications to the limitation of business interest expense, and changes to
other tax provisions in 2025 and later years. The provisions of the Act resulted in a reduction of 2025 cash tax
payments, and we expect a reduction in the cash tax payments for 2026 as well. Additionally, the 2025 effective
tax rate was negatively affected by the passage of the Act, primarily due to a lower deduction for U.S. income
derived from foreign sources as a result of the current expensing of U.S. research expenditures. We continue to
monitor interpretive guidance related to the Act. The impacts of the legislation are reflected in the consolidated
financial statements as of and for the year ended December 31, 2025.
A number of countries have enacted or are actively drafting legislation to implement the Organization for
Economic Cooperation and Development's ("OECD") international tax framework, including the Pillar II minimum
tax regime. The Company analyzed the impact of enacted legislation and determined it does not have a material
impact to the income tax provision. The Company is continuing to monitor future developments, including the
newly-introduced side-by-side safe harbor, which would exclude U.S.-parented multinational enterprises from
the scope of certain Pillar II taxes.
NON-GAAP FINANCIAL MEASURES
Match Group reports Adjusted EBITDA and Revenue excluding foreign exchange effects, both of which are
supplemental measures to U.S. generally accepted accounting principles (“GAAP”). Adjusted EBITDA is among
the primary metrics by which we evaluate the performance of our business, on which our internal budget is
based, and by which management is compensated. Revenue excluding foreign exchange effects provides a
comparable framework for assessing how our business performed without the effect of exchange rate
differences when compared to prior periods. We believe that investors should have access to the same set of
tools that we use in analyzing our results. These non-GAAP measures should be considered in addition to results
prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.
Match Group endeavors to compensate for the limitations of the non-GAAP measures presented by providing
the comparable GAAP measures with equal or greater prominence and descriptions of the reconciling items,
including quantifying such items, to derive the non-GAAP measures. We encourage investors to examine the
reconciling adjustments between the GAAP and non-GAAP measures, which we discuss below.
Adjusted EBITDA
Adjusted EBITDA is defined as net income attributable to Match Group, Inc. shareholders excluding: (1) net
income or loss attributable to noncontrolling interests; (2) income tax provision or benefit; (3) other income
(expense), net; (4) interest expense; (5) depreciation; (6) acquisition-related items consisting of (i) amortization
of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses
recognized on changes in fair value of contingent consideration arrangements, as applicable; and (7) stock-based
compensation expense. We believe Adjusted EBITDA is useful to analysts and investors as this measure allows a
more meaningful comparison between our performance and that of our competitors. Adjusted EBITDA has
certain limitations because it excludes certain expenses. At a segment level, the closest GAAP measure is
operating income (loss) as items outside operating income (loss) are not allocated to segments.
Non-Cash Expenses That Are Excluded From Adjusted EBITDA
Stock-based compensation expense consists principally of expense associated with the grants of RSUs,
performance-based RSUs, and market-based awards. These expenses are not paid in cash, and we include the
related shares in our fully diluted shares outstanding using the treasury stock method; however, performance-
based RSUs and market-based awards are included only to the extent the applicable performance or market
condition(s) have been met (assuming the end of the reporting period is the end of the contingency period). To
the extent stock-based awards are settled on a net basis, we remit the required tax-withholding amounts from
current funds.
Depreciation is a non-cash expense relating to our property and equipment and is computed using the
straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives, or,
in the case of leasehold improvements, the lease term, if shorter.
Amortization of intangible assets and impairments of goodwill and intangible assets are non-cash expenses
related primarily to acquisitions. At the time of an acquisition, the identifiable definite-lived intangible assets of
the acquired company, such as customer lists, trade names, and technology, are valued and amortized over their
estimated lives. Value is also assigned to (i) acquired indefinite-lived intangible assets, which consist of trade
names and trademarks, and (ii) goodwill, which are not subject to amortization. An impairment is recorded when
the carrying value of an intangible asset or goodwill exceeds its fair value. We believe that intangible assets
represent costs incurred by the acquired company to build value prior to acquisition and the related
amortization and impairment charges of intangible assets or goodwill, if applicable, are not ongoing costs of
doing business.
The following tables reconcile net income attributable to Match Group, Inc. shareholders to Adjusted
EBITDA for the Company’s reportable segments and at a consolidated level:
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Net income attributable to Match Group, Inc. shareholders | | | | | | | | | | | | |
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Net income attributable to redeemable noncontrolling interestsa | | | | | | | | | | | | |
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Stock-based compensation expense | | | | | | | | | | | | |
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Impairments and amortization of intangibles | | | | | | | | | | | | |
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| | Year Ended December 31, 2023 |
| | | | | | | | | | Corporate & unallocated costs | | |
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Net income attributable to Match Group, Inc. shareholders | | | | | | | | | | | | |
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Net loss attributable to redeemable noncontrolling interestsa | | | | | | | | | | | | |
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Stock-based compensation expense | | | | | | | | | | | | |
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Amortization of intangibles | | | | | | | | | | | | |
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______________________
(a)Management does not allocate these items to segments.
Effects of Changes in Foreign Exchange Rates on Revenue
The impact of foreign exchange rates on the Company, due to its global reach, may be an important factor
in understanding period over period comparisons if movement in exchange rates is significant. Since our results
are reported in U.S. dollars, international revenue is favorably impacted as the U.S. dollar weakens relative to
other currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other currencies. We
believe the presentation of revenue excluding the effects from foreign exchange, in addition to reported
revenue, helps improve investors’ ability to understand the Company’s performance because it excludes the
impact of foreign currency volatility that is not indicative of Match Group’s core operating results.
Revenue excluding foreign exchange effects compares results between periods as if exchange rates had
remained constant period over period. Revenue excluding foreign exchange effects is calculated by translating
current period revenue using prior period exchange rates. The percentage change in revenue excluding foreign
exchange effects is calculated by determining the change in current period revenue over prior period revenue
where current period revenue is translated using prior period exchange rates.
The following tables present the impact of foreign exchange effects on total revenue and Direct Revenue
by segment for the year ended December 31, 2025 compared to the year ended December 31, 2024:
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Total Revenue, as reported | | | | | | | |
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Total Revenue excluding foreign exchange effects | | | | | | | |
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Tinder Direct Revenue, as reported | | | | | | | |
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Tinder Direct Revenue, excluding foreign exchange effects | | | | | | | |
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Hinge Direct Revenue, as reported | | | | | | | |
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Hinge Direct Revenue, excluding foreign exchange effects | | | | | | | |
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E&E Direct Revenue, as reported | | | | | | | |
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E&E Direct Revenue, excluding foreign exchange effects | | | | | | | |
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MG Asia Direct Revenue, as reported | | | | | | | |
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MG Asia Direct Revenue, excluding foreign exchange effects | | | | | | | |
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
Financial Position
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Cash and cash equivalents: | | | |
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Total cash and cash equivalents | | | |
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Total cash and cash equivalents and short-term investments | | | |
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Credit Facility due March 20, 2029(a) | | | |
Term Loan due February 13, 2027 | | | |
5.00% Senior Notes due December 15, 2027 | | | |
4.625% Senior Notes due June 1, 2028 | | | |
5.625% Senior Notes due February 15, 2029 | | | |
4.125% Senior Notes due August 1, 2030 | | | |
3.625% Senior Notes due October 1, 2031 | | | |
6.125% Senior Notes due September 15, 2033 | | | |
2026 Exchangeable Notes due June 15, 2026 | | | |
2030 Exchangeable Notes due January 15, 2030 | | | |
| | | |
Less: Current maturities of long-term debt | | | |
Less: Unamortized original issue discount | | | |
Less: Unamortized debt issuance costs | | | |
Total long-term debt, net | | | |
______________________
(a)The maturity date of the Credit Facility is the earlier of (x) March 20, 2029 and (y) the date that is 91
days prior to the maturity date of the existing senior notes due 2027, 2028, or 2029, or any new
indebtedness used to refinance such senior notes that matures prior to the date that is 91 days after
March 20, 2029, in each case if and only if at least $250 million in aggregate principal amount of such
debt is outstanding on such date.
Long-term Debt
For a detailed description of long-term debt, see “Note 6—Long-term Debt, net” to the consolidated
financial statements included in “Item 8. Consolidated Financial Statements and Supplementary Data.”
Cash Flow Information
In summary, the Company’s cash flows are as follows:
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Net cash provided by operating activities | | | | | |
Net cash used in investing activities | | | | | |
Net cash used in financing activities | | | | | |
2025
Net cash provided by operating activities in 2025 includes adjustments to income consisting primarily of
$258.2 million of stock-based compensation expense; $67.1 million of depreciation; $38.5 million of
amortization of intangibles; and deferred income taxes of $44.9 million. The increase in cash from changes in
working capital primarily consists of an increase from other assets of $45.9 million, a decrease from accounts
receivable of $23.6 million, and a decrease from accounts payable of $17.2 million primarily related to timing of
payments. These increases in cash were partially offset by a decrease from deferred revenue of $16.1 million
and a decrease from income taxes payable and receivable of $11.9 million.
Net cash used in investing activities in 2025 consists primarily of capital expenditures of $56.8 million that
are primarily related to internal development of software.
Net cash used in financing activities in 2025 is primarily due to purchases of treasury stock of $788.8
million, the repayment of the Term Loan of $425.0 million, dividends paid of $186.3 million, payments to
repurchase a portion of the 2026 Exchangeable Notes of $147.8 million, and payments of $128.5 million of
withholding taxes paid on behalf of employees for net-settled stock-based awards. These uses of cash were
partially offset by proceeds from the issuance of the 6.125% Senior Notes of $700.0 million.
2024
Net cash provided by operating activities in 2024 includes adjustments to income consisting primarily of
$267.4 million of stock-based compensation expense; $87.5 million of depreciation; $74.2 million of impairments
and amortization of intangibles; deferred income taxes of $15.0 million; and other adjustments of $2.0 million,
which includes amortization of deferred financing costs of $6.5 million. The decrease in cash from changes in
working capital primarily consists of a decrease from deferred revenue of $43.1 million as weekly subscriptions
have increased and a decrease from accounts receivable of $29.8 million primarily related to the timing of
receipts and an increase in revenue from app stores, which settle more slowly compared to credit card payments
from web sales. These decreases in cash were partially offset by an increase from other assets of $25.3 million,
primarily related to amortization of certain assets, and an increase from income taxes payable of $22.2 million
due to the timing of tax payments.
Net cash used in investing activities in 2024 consists primarily of capital expenditures of $50.6 million that
are primarily related to internal development of software and purchases of computer hardware.
Net cash used in financing activities in 2024 is primarily due to purchases of treasury stock of $752.7 million
and payments of $11.4 million of withholding taxes paid on behalf of employees for net-settled stock-based
awards. These uses of cash were partially offset by $13.6 million of proceeds from the issuance of common stock
pursuant to stock-based awards.
Liquidity and Capital Resources
The Company’s principal sources of liquidity are its cash and cash equivalents as well as cash flows
generated from operations. At December 31, 2025, $499.4 million was available under the Credit Facility.
The Company has various obligations related to long-term debt instruments and operating leases. For
additional information on long-term debt, including maturity dates and interest rates, see “Note 6—Long-term
Debt, net” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and
Supplementary Data.” For additional information on the operating leases, including a schedule of obligations by
year, see “Note 12—Leases” to the consolidated financial statements included in “Item 8—Consolidated
Financial Statements and Supplementary Data.” The Company believes it has sufficient cash flows from
operations to satisfy these future obligations.
On August 20, 2025, we completed a private offering of $700 million aggregate principal amount of 6.125%
Senior Notes due 2033. The proceeds from the issuance of these notes will be used to repay all of the
outstanding 2026 Exchangeable Notes at or prior to their maturity, and the remaining proceeds will be used for
general corporate purposes. During 2025, we repurchased $151.1 million aggregate principal amount of 2026
Exchangeable Notes.
The Company anticipates that it will need to make capital and other expenditures in connection with the
development and expansion of its operations. The Company expects that 2026 cash capital expenditures will be
between $55 million and $65 million, flat to 2025 cash capital expenditures.
We have entered into various purchase commitments, primarily consisting of web hosting services that are
currently committed through September 2028. Our obligations under these various purchase commitments,
which were impacted by usage rates in 2025, are $56.3 million for 2026, $73.6 million for 2027, and $70.3 million
for 2028.
The Company does not have any off-balance sheet arrangements at December 31, 2025, other than those
described above.
On January 30, 2024, the Board of Directors of the Company approved a share repurchase program for the
repurchase of up to $1.0 billion in aggregate value of shares of Match Group stock (the “January 2024 Share
Repurchase Program”). On December 10, 2024, the Board of Directors authorized a new repurchase program of
up to $1.5 billion in aggregate value of shares of Match Group common stock (the “December 2024 Share
Repurchase Program”). The December 2024 Share Repurchase Program took effect when the January 2024
Share Repurchase Program was exhausted in April 2025. Under the December 2024 Share Repurchase Program,
$958.5 million in aggregate value of shares of Match Group common stock remains available for repurchase as of
January 31, 2026. Under the December 2024 Share Repurchase Program, shares of our common stock may be
purchased on a discretionary basis from time to time, subject to general business and market conditions and
other investment opportunities, through open market purchases, privately negotiated transactions or other
means, including through Rule 10b5-1 trading plans. The December 2024 Share Repurchase Program may be
suspended or discontinued at any time. During the year ended December 31, 2025, we repurchased 24.7 million
shares for $788.8 million under the January 2024 and December 2024 Share Repurchase Programs.
Effective mid-January 2025, the Company settles substantially all equity awards on a net basis. Assuming all
equity awards outstanding on January 31, 2026 were net settled at the closing price on that date, we would issue
8.4 million shares of common stock (of which 0.1 million are related to vested awards and 8.3 million are related
to unvested awards) and, assuming a 50% withholding rate, would remit $262.0 million in cash for withholding
taxes (of which $4.0 million is related to vested awards and $258.0 million is related to unvested awards). If we
did not settle awards on a net basis and instead issued a sufficient number of shares to cover the $262.0 million
employee withholding tax obligation, 8.4 million additional shares would be issued by the Company.
At December 31, 2025, most of the Company’s international cash can be repatriated without significant tax
consequences.
Our indebtedness could limit our ability to: (i) obtain additional financing to fund working capital needs,
acquisitions, capital expenditures, debt service, or other requirements; and (ii) use operating cash flow to pursue
acquisitions or invest in other areas, such as developing properties and exploiting business opportunities. The
Company may need to raise additional capital through future debt or equity financing to make additional
acquisitions and investments or to provide for greater financial flexibility. Additional financing may not be
available on terms favorable to the Company or at all.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The following disclosure is provided to supplement the descriptions of Match Group’s accounting policies
contained in “Note 2—Summary of Significant Accounting Policies” to the consolidated financial statements
included in “Item 8—Consolidated Financial Statements and Supplementary Data” in regard to significant areas
of judgment. Management of the Company is required to make certain estimates, judgments and assumptions
during the preparation of its consolidated financial statements in accordance with GAAP. These estimates,
judgments and assumptions impact the reported amount of assets, liabilities, revenue and expenses and the
related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. Because of
the size of the financial statement elements to which they relate, some of our accounting policies and estimates
have a more significant impact on our consolidated financial statements than others. What follows is a
discussion of some of our more significant accounting policies and estimates.
Business Combinations
Acquisitions have historically been an important part of our growth strategy. The purchase price of each
acquisition is attributed to the assets acquired and liabilities assumed based on their fair values at the date of
acquisition, including identifiable intangible assets that either arise from a contractual or legal right or are
separable from goodwill. The fair value of these intangible assets is based on valuations that use information and
assumptions provided by management. The excess purchase price over the net tangible and identifiable
intangible assets is recorded as goodwill and is assigned to the reporting unit that is expected to benefit from the
combination as of the acquisition date.
Recoverability of Goodwill and Indefinite-Lived Intangible Assets
Goodwill is the Company’s largest asset with a carrying value of $2.3 billion at each of December 31, 2025
and 2024, representing 52% of the Company’s total assets on both dates. Indefinite-lived intangible assets,
which consist of certain of the Company’s acquired trade names and trademarks, have a carrying value of $105.6
million and $96.9 million at December 31, 2025 and 2024, respectively.
The Company assesses goodwill on its four reporting units and indefinite-lived intangible assets for
impairment annually as of October 1, or more frequently if an event occurs or circumstances indicate that it is
more likely than not the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset is
below its carrying value.
Goodwill
When the Company elects to perform a qualitative assessment and concludes it is not more likely than not
that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting
unit’s goodwill is necessary; otherwise, a quantitative assessment is performed to further assess if any goodwill
impairment exists.
If the Company concludes that it is more likely than not that there may be an impairment, the fair value of
each reporting unit will be determined and compared to its carrying value, including goodwill. If the fair value of
a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of
a reporting unit exceeds its estimated fair value, an impairment loss equal to the excess is recorded.
If measuring the estimated fair value of each operating unit, the Company uses a combination of an income
approach and a market approach. Under the income approach, a discounted cash flow analysis is performed
with assumptions and estimates of forecast operating cash flows, including revenue growth rates, profitability
margins, and discount rates, which all vary among reporting units. The market approach utilizes the guideline
public companies method and is based on revenue and income multiple data derived from publicly traded peer
group companies. There are significant judgments inherent in each analysis, including estimating the amount
and timing of expected future cash flows, the selection of appropriate discount rates, and the peer group
companies used.
The Company performed a qualitative impairment assessment as of October 1, 2025 and 2024 and
concluded that it was more likely than not that the fair values of each reporting unit exceeded their carrying
values.
Indefinite-Lived Intangible Assets
The Company has the option to qualitatively assess whether it is more likely than not that the fair values of
its indefinite-lived intangible assets are less than their carrying values. The Company performed a qualitative
impairment assessment for certain indefinite-lived assets as of October 1, 2025 and concluded that it was more
likely than not that the fair values of those indefinite-lived intangible assets exceeded their carrying values.
For assets in which a quantitative assessment is performed, the Company determines the fair value of its
indefinite-lived intangible assets using an avoided royalty discounted cash flow (“DCF”) valuation analysis.
Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and
estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses are
intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible
assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market
participant would pay to license the specific trade names and trademarks. The future cash flows are based on
the Company’s most recent forecast and budget and, for years beyond the budget, the Company’s estimates are
based, in part, on forecasted growth rates. Assumptions used in the avoided royalty DCF analyses, including the
discount rate and royalty rate, are assessed when a quantitative assessment is performed based on the actual
and projected cash flows related to the asset, as well as macroeconomic and industry specific factors. The
discount rate used in the Company’s 2025 quantitative assessment as part of the annual indefinite-lived
impairment assessment was 14%, and the royalty rate used was 6%.
If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment
equal to the excess is recorded.
At December 31, 2025 and 2024, based on those indefinite-lived intangible assets for which a quantitative
analyses was performed, none of the Company’s indefinite-lived intangible assets fair values were identified as
being below 110% of their carrying value. While it is believed that the assumptions used in our quantitative
analysis were reasonable, changes in these assumptions, including lowering forecasts for revenue and margin,
lowering the long-term growth rate, or changes in the future discount rate assumptions, could result in a future
impairment.
During the third quarter ended September 30, 2024, in connection with our decision to terminate certain
of our live streaming services and our Hakuna app, we recognized impairment charges of $28.7 million related to
indefinite-lived intangible assets in the MG Asia and E&E segments. For certain assets with no remaining cash
flows, the Company fully impaired the asset. For assets with remaining cash flows, the Company conducted
discounted cash flow valuations.
In connection with the annual impairment assessment, the Company reviews the useful lives for intangible
assets and whether events or changes in circumstances indicate that an indefinite life may no longer be
appropriate. During the year ended December 31, 2024, the Company reclassified certain indefinite-lived
intangible assets with a carrying value of $47.2 million to the definite-lived intangible asset category because
these assets were no longer considered to have an indefinite life. No such assets were identified during the year
ended December 31, 2025.
Recoverability and Estimated Useful Lives of Definite-lived Intangible Assets
We review the carrying value of all definite-lived intangible assets for impairment whenever events or
changes in circumstances indicate that the carrying value of an asset group may not be recoverable. The carrying
value of a definite-lived intangible asset is not recoverable if it exceeds the sum of the undiscounted cash flows
expected to result from the use and eventual disposition of the asset group. If the carrying value is deemed not
to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the
definite-lived intangible asset exceeds its fair value. In addition, the Company reviews the useful lives of its
definite-lived intangible assets whenever events or changes in circumstances indicate that these lives may be
changed. No impairments were identified during the year ended December 31, 2025. During the year ended
December 31, 2024, in connection with our decision to terminate certain of our live streaming services and our
Hakuna app, we recognized impairment charges of $1.9 million related to definite-lived intangible assets in the
MG Asia and E&E segments. The carrying value of definite-lived intangible assets was $87.3 million and $118.5
million at December 31, 2025 and 2024, respectively.
Income Taxes
Match Group is subject to income taxes in the United States and numerous foreign jurisdictions. Significant
judgment is required in determining our provision for income taxes and income tax assets and liabilities,
including evaluating uncertainties in the application of accounting principles and complex tax laws.
We record a provision for income taxes for the anticipated tax consequences of our reported results of
operations using the asset and liability method. Under this method, we recognize deferred income tax assets and
liabilities for the future tax consequences of temporary differences between the financial reporting and tax
bases of asset and liabilities, as well as for net operating loss and tax credit carryforwards. Deferred tax assets
and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences
are expected to be realized or settled. We recognize the deferred income tax effects of a change in tax rates in
the period of enactment.
A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not
that the deferred tax asset will not be realized. We consider all available evidence, both positive and negative,
including historical levels of income, expectations and risks associated with estimates of future taxable income,
and tax planning strategies in assessing the need for a valuation allowance.
We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that
the tax position will be sustained based on the technical merits of the position. Such tax benefits are measured
based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. This
measurement step is inherently difficult and requires subjective estimations of such amounts to determine the
probability of various possible outcomes. We consider many factors when evaluating and estimating our tax
positions and tax benefits, which may require periodic adjustment. We make adjustments to our unrecognized
tax benefits when facts and circumstances change, such as the closing of a tax audit or the refinement of an
estimate. Although we believe that we have adequately reserved for our uncertain tax positions, the final
outcome of these matters may vary significantly from our estimates. To the extent that the final outcome of
these matters is different from the amounts recorded, such differences will affect the income tax provision in
the period in which such determination is made, and could have a material impact on our financial condition and
operating results.
Stock-Based Compensation
The Company recorded stock-based compensation expense of $258.2 million and $267.4 million for the
years ended December 31, 2025 and 2024, respectively.
We use a variety of instruments we use to attract, retain, and reward employees at many of our brands by
allowing them to benefit from the value they help to create. We also utilize stock-based awards as part of our
acquisition strategy. We accomplish these objectives, in part, by issuing awards denominated in the equity of our
non-public subsidiaries as well as in Match Group, Inc. We further refine this approach by tailoring the terms of
awards as appropriate. For example, we issue certain awards with vesting conditioned on the achievement of
specified performance targets such as revenue or profits; these awards are referred to as performance awards.
In other cases, we condition the vesting of awards to the Company’s stock price; these awards are referred to as
market-based awards.
The Company issues RSUs and performance-based RSUs (“PSUs”). The value of RSUs with vesting subject
only to continued service is based on the fair value of Match Group common stock on the grant date. The value
of RSUs that include a market condition is based on fair value estimated using a lattice model. The value of RSUs
is expensed as stock-based compensation expense over the applicable vesting term. For PSU awards, the
expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-
based compensation over the vesting term if the performance targets are considered probable of being
achieved.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, see “Note 2—Summary of Significant Accounting
Policies” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and
Supplementary Data.”
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s
long-term debt.
At December 31, 2025, the Company’s outstanding long-term debt was $4.0 billion, all of which
instruments bear interest at fixed rates. If market rates decline, the Company runs the risk that the required
payments on the fixed-rate debt will exceed those on debt based on market rates. A 100 basis point increase or
decrease in the level of interest rates would, respectively, decrease or increase the fair value of the fixed-rate
debt by $134.7 million. Such potential increase or decrease in fair value is based on certain simplifying
assumptions, including a constant level and rate of fixed-rate debt for all maturities and an immediate across-
the-board increase or decrease in the level of interest rates with no other subsequent changes for the remainder
of the period.
Foreign Currency Exchange Risk
The Company conducts business in certain foreign markets, primarily in various jurisdictions in Europe and
Asia. As a result, we are exposed to foreign exchange risk related to certain currencies, primarily the Euro, British
Pound (“GBP”), Turkish Lira (“TRY”), and Argentine Peso (“ARS”).
For the years ended December 31, 2025, 2024 and 2023, international revenue accounted for 56%, 54%
and 54%, respectively, of our consolidated revenue. We have exposure to foreign currency exchange risk related
to transactions carried out in a currency other than the U.S. dollar, and investments in foreign subsidiaries with a
functional currency other than the U.S. dollar. As foreign currency exchange rates change, translation of the
statement of operations of our international businesses into U.S. dollars affects year-over-year comparability of
operating results. The average Euro and GBP exchange rates strengthened against the U.S. Dollar by 4% and 3%,
respectively, in 2025 compared to 2024. The average TRY and ARS exchange rates weakened against the U.S.
Dollar by 17% and 26%, respectively, in 2025 compared to 2024. Foreign currency exchange rate changes during
the years ended December 31, 2025 and 2024 positively impacted revenue by $23.8 million and negatively
impacted revenue by $73.8 million, respectively, or 1% and 2% of total revenue for each respective year. See
“Non-GAAP Financial Measures” in “Item 7—Management’s Discussion and Analysis of Financial Condition and
Results of Operations” for the definition of Revenue excluding foreign exchange effects and a reconciliation of
Revenue to Revenue excluding foreign exchange effects.
Foreign currency exchange losses included in the Company’s income for the years ended December 31,
2025, 2024 and 2023 are $8.3 million, $0.6 million and $7.9 million, respectively.
Foreign currency exchange gains or losses historically have not been material to the Company. As a result,
we have not historically hedged any foreign currency exposures, although we may hedge foreign currencies in
the future to limit the impact of foreign currency exchange gains and losses. The continued growth and
expansion of our international operations into new countries increases our exposure to foreign exchange rate
fluctuations. Significant foreign exchange rate fluctuations, in the case of one currency or collectively with other
currencies, could adversely affect our future results of operations.
Item 8. Consolidated Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Match Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Match Group, Inc. and subsidiaries (the
Company) as of December 31, 2025 and 2024, the related consolidated statements of operations,
comprehensive operations, shareholders’ equity and cash flows for each of the three years in the period ended
December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company at December 31, 2025
and 2024, and the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based
on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026
expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on the Company’s financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the
risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of
the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that: (1)
relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in
any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on
the accounts or disclosures to which it relates.
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| Revenue Recorded in a Highly Automated Environment |
Description of the Matter | As more fully described in Note 2 to the consolidated financial statements, the Company’s revenue is primarily derived directly from users for recurring subscriptions to branded services. Revenue is also earned from the purchase of à la carte features by users, which is recognized based on usage. Direct Revenue, which includes revenue from subscriptions and à la carte features, was $3.5 billion for the year ended December 31, 2025. The Company’s Direct Revenue is based on contractual terms with the Company’s customers and is comprised of a significant volume of low-dollar transactions. The Company’s process to record Direct Revenue, including the determination and calculation of the revenue to be recognized each period, is highly automated within the Company’s information technology (“IT”) systems that are principally proprietary. Given the complexity of the IT systems involved, auditing Direct Revenue for certain brands required a significant extent of effort and increased involvement of professionals with expertise in IT to identify, test, and evaluate the Company’s relevant systems and automated controls to record Direct Revenue. |
| |
How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls related to the recording and accounting for Direct Revenue for certain brands. With the involvement of IT professionals, we identified the relevant systems used by the Company to calculate and record Direct Revenue and the related deferred revenue. Where applicable, we tested the IT general controls over those systems, including testing of user access controls, change management controls, and IT operations controls as well as certain automated application controls related to the recording of Direct Revenue and the related deferred revenue at period end. We also tested the Company’s controls to address the completeness and accuracy of transaction data. Our audit procedures related to the Company’s Direct Revenue also included, among other procedures, testing the calculation of Direct Revenue and the related deferred revenue performed within the Company’s IT systems to the amount recorded in the general ledger based on the terms of the arrangement and the satisfaction of the underlying performance obligation, testing the accuracy of key transaction data for a sample of transactions to contractual terms, reconciling gross transactions to cash collected, and performing procedures related to revenue cut-off. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1996.
New York, New York
February 26, 2026
MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
| | | |
| |
| | | |
| | | |
| (In thousands, except share data) |
| | | |
Cash and cash equivalents | | | |
| | | |
Accounts receivable, net of allowance of $304 and $379, respectively | | | |
| | | |
| | | |
Property and equipment, net | | | |
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| | | |
| | | |
| | | |
| | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | |
| | | |
Current maturities of long-term debt, net | | | |
| | | |
| | | |
Accrued expenses and other current liabilities | | | |
Total current liabilities | | | |
| | | |
| | | |
| | | |
Other long-term liabilities | | | |
| | | |
Commitments and contingencies | | | |
| | | |
| | | |
Common stock; $0.001 par value; authorized 1,600,000,000 shares; 300,166,909 and 294,432,137 shares issued; and 232,530,646 and 251,460,397 outstanding at December 31, 2025 and December 31, 2024, respectively | | | |
Additional paid-in capital | | | |
| | | |
Accumulated other comprehensive loss | | | |
Treasury stock; 67,636,263 and 42,971,740 shares, respectively | | | |
Total Match Group, Inc. shareholders’ equity | | | |
| | | |
Total shareholders’ equity | | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
| | | | | |
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| | | | | |
| | | | | |
| (In thousands, except per share data) |
| | | | | |
Operating costs and expenses: | | | | | |
Cost of revenue (exclusive of depreciation shown separately below) | | | | | |
Selling and marketing expense | | | | | |
General and administrative expense | | | | | |
Product development expense | | | | | |
| | | | | |
Impairments and amortization of intangibles | | | | | |
Total operating costs and expenses | | | | | |
| | | | | |
| | | | | |
| | | | | |
Income before income taxes | | | | | |
| | | | | |
| | | | | |
Net (income) loss attributable to noncontrolling interests | | | | | |
Net income attributable to Match Group, Inc. shareholders | | | | | |
| | | | | |
Net earnings per share attributable to Match Group, Inc. shareholders: | | | | | |
| | | | | |
| | | | | |
| | | | | |
Stock-based compensation expense by function: | | | | | |
| | | | | |
Selling and marketing expense | | | | | |
General and administrative expense | | | | | |
Product development expense | | | | | |
Total stock-based compensation expense | | | | | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS
| | | | | |
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| | | | | |
| | | | | |
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| | | | | |
Other comprehensive income (loss), net of tax | | | | | |
Change in foreign currency translation adjustment | | | | | |
Total other comprehensive income (loss) | | | | | |
| | | | | |
Comprehensive (income) loss attributable to noncontrolling interests: | | | | | |
Net (income) loss attributable to noncontrolling interests | | | | | |
Change in foreign currency translation adjustment attributable to noncontrolling interests | | | | | |
Comprehensive (income) loss attributable to noncontrolling interests | | | | | |
Comprehensive income attributable to Match Group, Inc. shareholders | | | | | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
Years Ended December 31, 2025, 2024, and 2023
| | | | | | | | | | | | | | | | | | | | |
| | | | Match Group, Inc. Shareholders’ Equity | | | | |
| | | | Common Stock $0.001 Par Value | | | | | | | | | | | | | | |
| Redeemable Noncontrolling Interests | | | | | | | Additional Paid-in Capital | | Retained (Deficit) Earnings | | Accumulated Other Comprehensive Loss | | | | Total Match Group, Inc. Shareholders’ Equity | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | |
Balance as of December 31, 2022 | | | | | | | | | | | | | | | | | | | | |
Net (loss) income for the year ended December 31, 2023 | | | | | | | | | | | | | | | | | | | | |
Other comprehensive (loss) income, net of tax | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation expense | | | | | | | | | | | | | | | | | | | | |
Issuance of Match Group common stock pursuant to stock- based awards, net of withholding taxes and employee stock purchase plan | | | | | | | | | | | | | | | | | | | | |
Purchase of treasury stock | | | | | | | | | | | | | | | | | | | | |
Purchase of redeemable noncontrolling interests | | | | | | | | | | | | | | | | | | | | |
Adjustment of redeemable noncontrolling interests to fair value | | | | | | | | | | | | | | | | | | | | |
Adjustment to noncontrolling interests to fair value | | | | | | | | | | | | | | | | | | | | |
Purchase of noncontrolling interest | | | | | | | | | | | | | | | | | | | | |
Noncontrolling interests created by the exercise of subsidiary denominated equity award | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2023 | | | | | | | | | | | | | | | | | | | | |
MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
Years Ended December 31, 2025, 2024, and 2023 (continued)
| | | | | | | | | | | | | | | | | | | | |
| | | | Match Group, Inc. Shareholders’ Equity | | | | |
| | | | Common Stock $0.001 Par Value | | | | | | | | | | | | | | |
| Redeemable Noncontrolling Interests | | | | | | | Additional Paid-in Capital | | Retained (Deficit) Earnings | | Accumulated Other Comprehensive (Loss) Income | | | | Total Match Group, Inc. Shareholders’ Equity | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | |
Balance as of December 31, 2023 | | | | | | | | | | | | | | | | | | | | |
Net income for the year ended December 31, 2024 | | | | | | | | | | | | | | | | | | | | |
Other comprehensive loss, net of tax | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation expense | | | | | | | | | | | | | | | | | | | | |
Issuance of Match Group common stock pursuant to stock- based awards, net of withholding taxes, and employee stock purchase plan | | | | | | | | | | | | | | | | | | | | |
Dividends and dividend equivalents declared ($0.19 per share of Common Stock and Restricted Stock Units) | | | | | | | | | | | | | | | | | | | | |
Dividend equivalents payable | | | | | | | | | | | | | | | | | | | | |
Purchase of treasury stock | | | | | | | | | | | | | | | | | | | | |
Adjustment of noncontrolling interests to fair value | | | | | | | | | | | | | | | | | | | | |
Purchase of noncontrolling interest | | | | | | | | | | | | | | | | | | | | |
Noncontrolling interest created by the exercise of subsidiary denominated equity award | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2024 | | | | | | | | | | | | | | | | | | | | |
Net income for the year ended December 31, 2025 | | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss), net of tax | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation expense | | | | | | | | | | | | | | | | | | | | |
Issuance of Match Group common stock pursuant to stock- based awards, net of withholding taxes, and employee stock purchase plan | | | | | | | | | | | | | | | | | | | | |
Dividends and dividend equivalents declared ($0.76 per share of Common Stock and Restricted Stock Units) | | | | | | | | | | | | | | | | | | | | |
Dividend equivalents payable | | | | | | | | | | | | | | | | | | | | |
Purchase of treasury stock | | | | | | | | | | | | | | | | | | | | |
Adjustment of noncontrolling interests to fair value | | | | | | | | | | | | | | | | | | | | |
Purchase of noncontrolling interest | | | | | | | | | | | | | | | | | | | | |
Noncontrolling interest created by the exercise of subsidiary denominated equity award | | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2025 | | | | | | | | | | | | | | | | | | | | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
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Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
Stock-based compensation expense | | | | | |
| | | | | |
Impairments and amortization of intangibles | | | | | |
| | | | | |
| | | | | |
Changes in assets and liabilities | | | | | |
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Accounts payable and other liabilities | | | | | |
Income taxes payable and receivable | | | | | |
| | | | | |
Net cash provided by operating activities | | | | | |
Cash flows from investing activities: | | | | | |
| | | | | |
| | | | | |
Net cash used in investing activities | | | | | |
Cash flows from financing activities: | | | | | |
Proceeds from Senior Notes offerings | | | | | |
Principal payments on Term Loan | | | | | |
Payments to settle exchangeable notes | | | | | |
| | | | | |
Proceeds from issuance of common stock pursuant to stock-based awards and employee stock purchase plan | | | | | |
Withholding taxes paid on behalf of employees on net settled stock- based awards | | | | | |
Purchase of treasury stock | | | | | |
| | | | | |
Purchase of noncontrolling interests | | | | | |
| | | | | |
Net cash used in financing activities | | | | | |
| | | | | |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | | | | | |
Net increase in cash, cash equivalents, and restricted cash | | | | | |
Cash, cash equivalents, and restricted cash at beginning of period | | | | | |
Cash, cash equivalents, and restricted cash at end of period | | | | | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1—ORGANIZATION
Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to
help people make meaningful connections. Our global portfolio of brands includes Tinder®, Hinge®, Match®,
Meetic®, OkCupid®, Pairs™, Plenty Of Fish®, Azar®, BLK®, and more, each built to increase our users’ likelihood of
connecting with others. Through our trusted brands, we provide tailored services to meet the varying
preferences of our users. Match Group has four operating segments, Tinder, Hinge, Evergreen and Emerging,
and Match Group Asia (“MG Asia”).
As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match Group,
Inc. and its subsidiaries, unless the context indicates otherwise.
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The Company prepares its consolidated financial statements in accordance with U.S. generally accepted
accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company, all
entities that are wholly-owned by the Company, and all entities in which the Company has a controlling financial
interest. Intercompany transactions and accounts have been eliminated.
Accounting for Investments in Equity Securities
Investments in equity securities, other than those of our consolidated subsidiaries, are accounted for at fair
value or under the measurement alternative of the Financial Accounting Standards Board’s (“FASB”) equity
securities guidance, with any changes to fair value recognized within other income, net each reporting period.
Under the measurement alternative, equity investments without readily determinable fair values are carried at
cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly
transactions for identical or similar securities of the same issuer, the value of which is generally determined
based on a market approach as of the transaction date. A security will be considered identical or similar if it has
identical or similar rights to the equity securities held by the Company. The Company reviews its investments in
equity securities without readily determinable fair values for impairment each reporting period when there are
qualitative factors or events that indicate possible impairment. Factors we consider in making this determination
include negative changes in industry and market conditions, financial performance, business prospects, and
other relevant events and factors. When indicators of impairment exist, the Company prepares quantitative
assessments of the fair value of our investments in equity securities, which require judgment and the use of
estimates. When our assessment indicates that the fair value of the investment is below its carrying value, the
Company writes down the investment to its fair value and records the corresponding charge within other
income, net.
Accounting Estimates
Management of the Company is required to make certain estimates, judgments, and assumptions during
the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments,
and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses and the related
disclosure of contingent assets and liabilities. Actual results could differ from these estimates.
On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the
fair values of cash equivalents; the carrying value of accounts receivable, including the determination of the
allowance for credit losses; the carrying value of right-of-use assets (“ROU assets”); the useful lives and
recoverability of definite-lived intangible assets and property and equipment; the recoverability of goodwill and
indefinite-lived intangible assets; the fair value of equity securities without readily determinable fair values;
contingencies; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair
value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and
judgments on historical experience, its forecasts and budgets, and other factors that the Company considers
relevant.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Revenue Recognition
The Company accounts for a contract with a customer when it has approval and commitment from all
parties, the rights of the parties and payment terms are identified, the contract has commercial substance, and
collectability of consideration is probable. Revenue is recognized when control of the promised services is
transferred to our customers and in an amount that reflects the consideration the Company expects to be
entitled to in exchange for those services.
The Company’s revenue is primarily derived directly from users in the form of recurring subscriptions.
Subscription revenue is presented net of credits and credit card chargebacks. Subscribers pay in advance,
primarily by credit card or through mobile app stores, and, subject to certain conditions identified in our terms
and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is
recognized using the straight-line method over the term of the applicable subscription period, which generally
ranges from one week to six months. Revenue is also earned from online advertising and the purchase of à la
carte features. Online advertising revenue is recognized when an advertisement is displayed. Revenue from the
purchase of à la carte features is recognized based on usage. Revenue associated with offline events is
recognized when each event occurs.
The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an
original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to
unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance,
and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice
for services performed.
Transaction Price
The objective of determining the transaction price is to estimate the amount of consideration the Company
is due in exchange for its services, including amounts that are variable. The Company determines the total
transaction price, including an estimate of any variable consideration, at contract inception and reassesses this
estimate each reporting period.
The Company excludes from the measurement of transaction price all taxes assessed by governmental
authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii)
collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of
revenue.
For contracts that have an original duration of one year or less, the Company does not consider the time
value of money.
Assets Recognized from the Costs to Obtain a Contract with a Customer
The Company has determined that certain costs, primarily mobile app store fees, meet the requirements to
be capitalized as a cost of obtaining a contract. The Company recognizes an asset for these costs if we expect to
recover those costs. Mobile app store fees are amortized over the period of contract performance. Specifically,
the Company capitalizes and amortizes mobile app store fees as revenue is recognized for both subscription and
à la carte features.
During the years ended December 31, 2025 and 2024, the Company recognized expense of $692.7 million
and $696.6 million, respectively, related to the amortization of these costs. The contract asset balances at
December 31, 2025, 2024, and 2023 related to costs to obtain a contract are $23.2 million, $28.6 million, and
$33.1 million, respectively, included in “Other current assets” in the accompanying consolidated balance sheet.
Accounts Receivables, Net of Allowance for Credit Losses
The majority of our users purchase our services through mobile app stores. At December 31, 2025, two
mobile app stores accounted for approximately 74% and 19%, respectively, of our gross accounts receivables.
The comparable amounts at December 31, 2024 were 78% and 16%, respectively. We evaluate the credit
worthiness of these two mobile app stores on an ongoing basis and do not require collateral from these entities.
We generally collect these balances between 30 and 45 days following the purchase. Payments made directly
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
through our applications are processed by third-party payment processors. We generally collect these balances
within 3 to 5 days following the purchase. The Company also maintains allowances to reserve for potential
credits issued to users or other revenue adjustments. The amounts of these reserves are based primarily upon
historical experience.
Accounts receivable related to indirect revenue include amounts billed and currently due from customers.
The Company maintains an allowance for credit losses to provide for the estimated amount of accounts
receivable that will not be collected. The allowance for credit losses is based upon historical collection trends
adjusted for economic conditions using reasonable and supportable forecasts. The time between the Company
issuance of an invoice and payment due date is not significant; customer payments that are not collected in
advance of the transfer of promised services are generally due no later than 30 days from invoice date.
Deferred Revenue
Deferred revenue consists of advance payments that are received or are contractually due in advance of
the Company’s performance. The Company’s deferred revenue is reported on a contract by contract basis at the
end of each reporting period. The Company classifies deferred revenue as current when the term of the
applicable subscription period or expected completion of our performance obligation is one year or less. The
deferred revenue balances are $151.3 million, $166.1 million, and $211.3 million at December 31, 2025, 2024,
and 2023, respectively. During the years ended December 31, 2025 and 2024, the Company recognized $166.1
million and $211.3 million of revenue that was included in the deferred revenue balance as of December 31,
2024 and 2023, respectively. At December 31, 2025 and 2024, there is no non-current portion of deferred
revenue.
Disaggregation of Revenue
The following table presents disaggregated revenue:
| | | | | |
| For the Years Ended December 31, |
| | | | | |
| | | | | |
| |
| | | | | |
| | | | | |
Indirect Revenue (principally advertising revenue) | | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
______________________
(a)Primarily consists of the brands Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of
demographically focused brands.
(b)Primarily consists of the brands Pairs™ and Azar®.
Cash and Cash Equivalents
Cash and cash equivalents include cash and short-term investments, with maturities of less than 91 days
from the date of purchase. Domestically, cash equivalents primarily consist of (i) AAA rated government money
market funds and (ii) time deposits. Internationally, cash equivalents primarily consist of (i) time deposits and (ii)
money market funds.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Property and Equipment
Property and equipment, including significant improvements, are recorded at cost. Repairs and
maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets or, in the case of leasehold improvements, the lease term, if shorter.
| |
| |
Buildings and building improvements | |
Computer equipment and capitalized software | |
Furniture and other equipment | |
| |
The Company capitalizes certain internal use software costs including external direct costs utilized in
developing or obtaining the software and compensation for personnel directly associated with the development
of the software. Capitalization of such costs begins when the preliminary project stage is complete and ceases
when the project is substantially complete and ready for its intended purpose. The net book value of capitalized
internal use software is $68.6 million and $60.2 million at December 31, 2025 and 2024, respectively.
Business Combinations
The purchase price of each acquisition is attributed to the assets acquired and liabilities assumed based on
their fair values at the date of acquisition, including identifiable intangible assets that either arise from a
contractual or legal right or are separable from goodwill. The Company typically engages outside valuation
experts to assist in the allocation of purchase price to the identifiable intangible assets acquired, but
management has ultimate responsibility for the valuation methods, models, and inputs used and the resulting
purchase price allocation. The excess purchase price over the net tangible and identifiable intangible assets is
recorded as goodwill and assigned to the reporting unit that is expected to benefit from the combination as of
the acquisition date.
Goodwill and Indefinite-Lived Intangible Assets
The Company assesses goodwill on its four reporting units and indefinite-lived intangible assets for
impairment annually as of October 1, or more frequently if an event occurs or circumstances indicate that it is
more likely than not the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset is
below its carrying value.
Goodwill
When the Company elects to perform a qualitative assessment and concludes it is not more likely than not
that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting
unit’s goodwill is necessary; otherwise, a quantitative assessment is performed to further assess if any goodwill
impairment exists.
If the Company concludes that it is more likely than not that there may be an impairment, the fair value of
each reporting unit will be determined and compared to its carrying value, including goodwill. If the fair value of
a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of
a reporting unit exceeds its estimated fair value, an impairment loss equal to the excess is recorded.
If measuring the estimated fair value of each operating unit, the Company uses a combination of an income
approach and a market approach. Under the income approach, a discounted cash flow analysis is performed
with assumptions and estimates of forecast operating cash flows including, revenue growth rates, profitability
margins, and discount rates, which all vary among reporting units. The market approach utilizes the guideline
public companies method and is based on revenue and income multiple data derived from publicly traded peer
group companies. There are significant judgments inherent in each analysis, including estimating the amount
and timing of expected future cash flows, the selection of appropriate discount rates, and the peer group
companies used.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company performed a qualitative impairment assessment as of October 1, 2025 and 2024 and
concluded that it was more likely than not that the fair values of each reporting unit exceeded their carrying
values.
Indefinite-Lived Intangible Assets
The Company has the option to qualitatively assess whether it is more likely than not that the fair values of
its indefinite-lived intangible assets are less than their carrying values. The Company performed a qualitative
impairment assessment for certain indefinite-lived assets as of October 1, 2025 and concluded that it was more
likely than not that the fair values of those indefinite-lived intangible assets exceeded their carrying values.
For assets in which a quantitative assessment is performed, the Company determines the fair value of its
indefinite-lived intangible assets using an avoided royalty discounted cash flow (“DCF”) valuation analysis.
Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and
estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses are
intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible
assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market
participant would pay to license the specific trade names and trademarks. The future cash flows are based on
the Company’s most recent forecast and budget and, for years beyond the budget, the Company’s estimates are
based, in part, on forecasted growth rates. Assumptions used in the avoided royalty DCF analyses, including the
discount rate and royalty rate, are assessed when a quantitative assessment is performed based on the actual
and projected cash flows related to the asset, as well as macroeconomic and industry specific factors. The
discount rate used in the Company’s 2025 quantitative assessment as part of the annual indefinite-lived
impairment assessment was 14%, and the royalty rate used was 6%.
If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment
equal to the excess is recorded.
At December 31, 2025 and 2024, based on those indefinite-lived intangible assets for which a quantitative
analyses was performed, none of the Company’s indefinite-lived intangible assets fair values were identified as
being below 110% of their carrying value. While it is believed that the assumptions used in our quantitative
analysis were reasonable, changes in these assumptions, including lowering forecasts for revenue and margin,
lowering the long-term growth rate, or changes in the future discount rate assumptions, could result in a future
impairment.
During the third quarter ended September 30, 2024, in connection with our decision to terminate certain
of our live streaming services and our Hakuna app, we recognized impairment charges of $28.7 million related to
indefinite-lived intangible assets in the Match Group Asia and Evergreen & Emerging segments. For certain
assets with no remaining cash flows, the Company fully impaired the asset. For assets with remaining cash flows,
the Company conducted discounted cash flow valuations.
In connection with the annual impairment assessment, the Company reviews the useful lives for intangible
assets and whether events or changes in circumstances indicate that an indefinite life may no longer be
appropriate. During the year ended December 31, 2024, the Company reclassified certain indefinite-lived
intangible assets with a carrying value of $47.2 million to the definite-lived intangible asset category because
these assets were no longer considered to have an indefinite life. No such assets were identified during the year
ended December 31, 2025.
Long-Lived Assets and Intangible Assets with Definite Lives
Long-lived assets, which consist of ROU assets, property and equipment, and intangible assets with definite
lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value
of an asset group may not be recoverable. The carrying value of a long-lived asset or asset group is not
recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual
disposition of the asset group. If the carrying value is deemed not to be recoverable, an impairment loss is
recorded equal to the amount by which the carrying value of the long-lived asset group exceeds its fair value.
Amortization of definite-lived intangible assets is computed either on a straight-line basis or based on the
pattern in which the economic benefits of the asset will be realized. During the year ended December 31, 2024,
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
in connection with our decision to terminate certain of our live streaming services and our Hakuna app, we
recognized impairment charges of $1.9 million related to definite-lived intangible assets in the Match Group Asia
and Evergreen & Emerging segments.
Fair Value Measurements
The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that
prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are:
•Level 1: Observable inputs obtained from independent sources, such as quoted market prices for
identical assets and liabilities in active markets.
•Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for
similar assets or liabilities in active markets, quoted market prices for identical or similar assets or
liabilities in markets that are not active, and inputs that are derived principally from or corroborated by
observable market data. The fair values of the Company’s Level 2 financial assets are primarily obtained
from observable market prices for identical underlying securities that may not be actively traded.
Certain of these securities may have different market prices from multiple market data sources, in
which case an average market price is used.
•Level 3: Unobservable inputs for which there is little or no market data and require the Company to
develop its own assumptions, based on the best information available in the circumstances, about the
assumptions market participants would use in pricing the assets or liabilities.
The Company’s non-financial assets, such as goodwill, intangible assets, ROU assets, and property and
equipment, are adjusted to fair value only when an impairment is recognized. The Company’s financial assets,
comprising of equity securities without readily determinable fair values, are adjusted to fair value when
observable price changes are identified or an impairment is recognized. Such fair value measurements are based
predominantly on Level 3 inputs.
Advertising Costs
Advertising costs are expensed in the period incurred (when the advertisement first runs for production
costs that are initially capitalized) and represent online marketing, including fees paid to search engines and
social media sites, and offline marketing. Advertising expense is $550.4 million, $546.8 million and $519.6 million
for the years ended December 31, 2025, 2024, and 2023, respectively.
Legal Costs
Legal costs are expensed as incurred.
Income Taxes
We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant
judgment is required in determining our provision for income taxes and income tax assets and liabilities,
including evaluating uncertainties in the application of accounting principles and complex tax laws.
We record a provision for income taxes for the anticipated tax consequences of our reported results of
operations using the asset and liability method. Under this method, we recognize deferred income tax assets and
liabilities for the future tax consequences of temporary differences between the financial reporting and tax
bases of asset and liabilities, as well as for net operating loss and tax credit carryforwards. Deferred tax assets
and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences
are expected to be realized or settled. We recognize the deferred income tax effects of a change in tax rates in
the period of enactment.
A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not
that the deferred tax asset will not be realized. We consider all available evidence, both positive and negative,
including historical levels of income, expectations and risks associated with estimates of future taxable income,
and tax planning strategies in assessing the need for a valuation allowance.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that
the tax position will be sustained based on the technical merits of the position. Such tax benefits are measured
based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. This
measurement step is inherently difficult and requires subjective estimations of such amounts to determine the
probability of various possible outcomes. We consider many factors when evaluating and estimating our tax
positions and tax benefits, which may require periodic adjustment. We make adjustments to our unrecognized
tax benefits when facts and circumstances change, such as the closing of a tax audit or the refinement of an
estimate. Although we believe that we have adequately reserved for our uncertain tax positions, the final
outcome of these matters may vary significantly from our estimates. To the extent that the final outcome of
these matters is different from the amounts recorded, such differences will affect the income tax provision in
the period in which such determination is made, and could have a material impact on our financial condition and
operating results.
Earnings Per Share
Basic earnings per share is computed by dividing net income attributable to Match Group shareholders by
the weighted average number of common shares outstanding during the period. Diluted earnings per share
reflects the potential dilution that could occur from restricted stock units (“RSUs”), stock options and other
commitments to issue common stock using the treasury stock or the as if converted methods, as applicable. See
“Note 9—Earnings per Share” for additional information on dilutive securities.
Foreign Currency Translation and Transaction Gains and Losses
The financial position and operating results of foreign entities whose primary economic environment is
based on their local currency are consolidated using the local currency as the functional currency. These local
currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local
currency revenue and expenses of these operations are translated at average rates of exchange during the
period. Translation gains and losses are included in accumulated other comprehensive income as a component
of shareholders’ equity. Transaction gains and losses resulting from assets and liabilities denominated in a
currency other than the functional currency are included in the consolidated statement of operations as a
component of “other (expense) income, net.” See “Note 15—Consolidated Financial Statement Details” for
additional information regarding foreign currency exchange gains and losses.
Translation gains and losses relating to foreign entities that are liquidated or substantially liquidated are
reclassified out of accumulated other comprehensive loss into income. A gain of $0.8 million and less than
$0.1 million during the years ended December 31, 2025 and 2024, respectively, is included in “other income,
net” in the accompanying consolidated statement of operations. There were no such gains or losses for the year
ended December 31, 2023.
Stock-Based Compensation
Stock-based compensation is measured at the grant date based on the fair value of the award and is
generally expensed over the requisite service period. See “Note 10—Stock-based Compensation” for a discussion
of the Company’s stock-based compensation plans.
Certain Risks and Concentrations
The Company’s business is subject to certain risks and concentrations, including dependence on third-party
technology providers, exposure to risks associated with online commerce security, and credit card fraud.
Financial instruments, which potentially subject the Company to concentration of credit risk, consist
primarily of cash and cash equivalents. Cash and cash equivalents are principally maintained with financial
institutions and are not covered by deposit insurance.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Recent Accounting Pronouncements
Accounting pronouncements adopted by the Company
In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, which requires
additional disclosures around the income tax rate reconciliation and income taxes paid. The new standard is
effective for our reporting on Form 10-K for the year ended December 31, 2025. An entity may apply the
amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31,
2025 and continuing to provide the pre-ASU No. 2023-09 disclosures for the prior periods, or may apply the
amendments retrospectively by providing the revised disclosures for all periods presented. We adopted the new
standard on a retrospective basis with the additional required disclosures included in Note 3—Income Taxes.
Accounting pronouncements not yet adopted by the Company
In November 2024, the FASB issued ASU No. 2024-03, which requires more detailed disclosures about
specified categories of expenses, including employee compensation, within certain expense captions presented
on the face of the income statement and to disclose selling expenses. ASU No. 2024-03 is effective for our
annual reporting on Form 10-K for the year ended December 31, 2027 and within interim periods beginning on
our Form 10-Q for the quarter ended March 31, 2028. The new standard may be applied prospectively or
retrospectively, and early adoption is permitted. We expect ASU No. 2024-03 to only impact our disclosures with
no impacts to our results of operations, cash flows, and financial condition. We are currently evaluating when we
will adopt the ASU.
In November 2024, the FASB issued ASU No. 2024-04, which clarifies the requirements for determining
whether certain settlements of convertible debt instruments should be accounted for as induced conversions or
extinguishment of convertible debt. ASU No. 2024-04 is effective for our annual reporting on Form 10-K for the
year ended December 31, 2026. The new standard may be applied prospectively or retrospectively, and early
adoption is permitted. We intend to adopt ASU No. 2024-04 for the year ended December 31, 2026. The ASU
adoption will only impact our results of operations and financial condition to the extent we have an induced
conversion or extinguishment of our convertible debt.
In September 2025, the FASB issued ASU No. 2025-06, which updates the accounting for internal use
software. The ASU updates the criteria that must be met for entities to begin capitalizing software costs. ASU No.
2025-06 is effective for the Company starting January 1, 2028. The new standard may be adopted prospectively,
retrospectively, or via modified prospective transition method, and early adoption is permitted. We are currently
evaluating ASU No. 2025-06 and its impact on our results of operations, cash flows, and financial condition and
evaluating when we will adopt the ASU.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
NOTE 3—INCOME TAXES
U.S. and foreign income before income taxes are as follows:
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The components of the income tax provision (benefit) are as follows:
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Current income tax provision: | | | | | |
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Current income tax provision | | | | | |
Deferred income tax provision (benefit): | | | | | |
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Deferred income tax provision (benefit) | | | | | |
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On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (“the Act”). The Act provides
changes to U.S. federal tax law, including current expensing of U.S. research expenditures, immediate expensing
of eligible capital expenditures, modifications to the limitation of business interest expense, and changes to
other tax provisions impacting 2025 and later years. The provisions of the Act resulted in a reduction of 2025
cash tax payments, and we expect a reduction in the cash tax payments for 2026 as well. Additionally, the 2025
effective tax rate was negatively affected by the passage of the Act, primarily due to a lower deduction for U.S.
income derived from foreign sources as a result of the current expensing of U.S. research expenditures. We
continue to monitor interpretive guidance related to the Act. The impacts of the legislation are reflected in the
consolidated financial statements as of and for the year ended December 31, 2025.
A number of countries have enacted or are actively drafting legislation to implement the Organization for
Economic Cooperation and Development's international tax framework, including the Pillar II minimum tax
regime. The Company analyzed the impact of enacted legislation and determined it does not have a material
impact to the income tax provision. The Company is continuing to monitor future developments, including the
newly-introduced side-by-side safe harbor, which would exclude U.S.-parented multinational enterprises from
the scope of certain Pillar II taxes.
Cash paid for income taxes, net of refunds received, by jurisdiction are as follows:
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Total income taxes paid, net of refunds received | | | | | |
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The tax effects of cumulative temporary differences that give rise to significant portions of the deferred
tax assets and deferred tax liabilities are presented below. The valuation allowance is primarily related to
deferred tax assets for foreign net operating losses.
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Net operating loss carryforwards | | | |
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Capitalized research expenses | | | |
Disallowed interest carryforwards | | | |
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Total deferred tax assets | | | |
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Deferred tax assets, net of valuation allowance | | | |
Deferred tax liabilities: | | | |
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Total deferred tax liabilities | | | |
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Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of
assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when the
taxes are paid or recovered.
At December 31, 2025, the Company has federal and state net operating losses (“NOLs”) of $5.0 million
and $141.2 million, respectively. While subject to limitation under Section 382 of the Internal Revenue code,
federal NOLs of $5.0 million are expected to be used through 2037. Of the state NOLs, $1.3 million can be carried
forward indefinitely and $139.9 million will expire at various times between 2026 and 2045. State NOLs of
$100.4 million can be used against future taxable income without restriction and the remaining NOLs are subject
to separate return limitations under applicable state law. At December 31, 2025, the Company has foreign NOLs
of $625.4 million available to offset future income. Of these foreign NOLs, $108.9 million can be carried forward
indefinitely and $516.5 million will expire at various times between 2026 and 2042. Foreign NOLs of
$564.6 million can be used against future taxable income without restriction and the remaining NOLs are subject
to limitation under each respective taxing jurisdiction’s law. During 2025, the Company recognized tax benefits
related to NOLs of $1.1 million. At December 31, 2025, the Company has foreign disallowed interest
carryforwards of $51.7 million that can be carried forward indefinitely and can be used against future taxable
income.
At December 31, 2025, the Company has tax credit carryforwards of $65.3 million. Of this amount, $63.6
million relates to state and foreign tax credits for research activities, of which $6.3 million will expire at various
times between 2032 and 2045. Additionally, the Company has $1.7 million of other credits, primarily consisting
of foreign employment tax credits which expire at various times between 2031 and 2032.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company regularly assesses the realizability of deferred tax assets considering all available evidence,
including, to the extent applicable, the nature, frequency, and severity of prior cumulative losses, forecasts of
future taxable income, tax filing status, the duration of statutory carryforward periods, available tax planning
and historical experience.
During the year ended December 31, 2025, we recorded a $4.5 million net increase to the valuation
allowance, primarily related to an increase in the foreign disallowed interest carryforwards. At December 31,
2025, the Company had a valuation allowance of $161.2 million related to the portion of NOLs, credits, and other
deferred tax assets for which it is more likely than not that the tax benefit will not be realized.
A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows:
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Income tax provision at the federal statutory rate | | | | | | | | | | | |
State income taxes, net of federal benefit(a) | | | | | | | | | | | |
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Change in valuation allowance | | | | | | | | | | | |
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Other foreign jurisdictions | | | | | | | | | | | |
Effect of cross-border tax laws | | | | | | | | | | | |
Foreign derived intangible income deduction | | | | | | | | | | | |
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Change in valuation allowance | | | | | | | | | | | |
Nontaxable or nondeductible items | | | | | | | | | | | |
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Changes in uncertain tax positions | | | | | | | | | | | |
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______________________
(a)The majority (greater than 50%) of the tax effect in this category was made up of New Jersey, New York,
and New York City in 2025; Illinois, New Jersey, New York, New York City, and Pennsylvania in 2024; and
California, Illinois, New Jersey, New York, Pennsylvania and South Carolina in 2023.
The 2025 income tax provision was impacted by benefits from a lower tax rate on U.S. income derived
from foreign sources and research credits.
The 2024 income tax provision was impacted by nondeductible stock-based compensation and state
income taxes partially offset by benefits from a lower tax rate on U.S. income derived from foreign sources and
research credits.
The 2023 income tax provision benefited primarily from (i) the release of a valuation allowance associated
with U.S. foreign tax credits that we now expect to utilize, (ii) a lower tax rate on U.S. income derived from
foreign sources, and (iii) the generation of research credits. These benefits were partially offset by state income
taxes and nondeductible stock-based compensation.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A reconciliation of the beginning and ending amount of unrecognized tax benefits, including penalties but
excluding interest, is as follows:
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Additions based on tax positions related to the current year | | | | | |
Additions for tax positions of prior years | | | | | |
Reductions for tax positions of prior years | | | | | |
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Expiration of applicable statute of limitations | | | | | |
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The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the
income tax provision. Our income tax provision for each of the years ended December 31, 2025, 2024, and 2023,
includes an increase (decrease) of interest and penalties of $2.0 million, $0.7 million, and $(0.3) million,
respectively. At December 31, 2025 and 2024, noncurrent income taxes payable include accrued interest and
penalties of $3.6 million and $1.6 million, respectively.
Match Group is routinely under audit by federal, state, local, and foreign authorities in the area of income
tax. These audits include questioning the timing and the amount of income and deductions and the allocation of
income and deductions among various tax jurisdictions. The Internal Revenue Service (“IRS”) has substantially
completed its audit of the Company’s federal income tax returns for years through December 31, 2019. Although
the 2020 and 2021 tax years are closed to assessment, adjustments to taxable income may still be made if it
impacts net operating loss or credit carryforwards coming out of that year. Returns filed in various other
jurisdictions are open to examination for tax years beginning with 2015. Although we believe that we have
adequately reserved for our uncertain tax positions, the final tax outcome of these matters may vary significantly
from our estimates.
At December 31, 2025 and 2024, unrecognized tax benefits, including interest, were $64.0 million and
$50.3 million, respectively. If unrecognized tax benefits at December 31, 2025 are subsequently recognized,
$58.5 million, net of related interest, would reduce income tax expense. The comparable amount as of
December 31, 2024 was $46.6 million.
Generally, our ability to distribute the $339.9 million cash and cash equivalents held by our foreign
subsidiaries at December 31, 2025 is limited to that subsidiary’s distributable reserves and after considering
other corporate legal restrictions. To the extent distributable from earnings, most foreign cash can be
repatriated without significant tax costs. The remaining excess of the amount for financial reporting over the tax
basis of investments in foreign subsidiaries is indefinitely reinvested, and the determination of any deferred tax
liability on this amount is not practicable.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 4—GOODWILL AND INTANGIBLE ASSETS
Goodwill and intangible assets, net, are as follows:
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Intangible assets with indefinite lives | | | |
Intangible assets with definite lives, net | | | |
Total goodwill and intangible assets, net | | | |
The following table presents the balance of goodwill, including the changes in the carrying value of
goodwill, for the years ended December 31, 2025 and 2024:
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Balance at December 31, 2023 | | | | | | | | | | |
Foreign Exchange Translation | | | | | | | | | | |
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Reallocation to segments in the third quarter of 2024(a) | | | | | | | | | | |
Foreign Exchange Translation | | | | | | | | | | |
Balance at December 31, 2024 | | | | | | | | | | |
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Foreign Exchange Translation | | | | | | | | | | |
Balance at December 31, 2025 | | | | | | | | | | |
______________________
(a)Represents the reallocation of goodwill to four reporting units. As a result of the change to our
operating segments in the third quarter of 2024, we reassessed our reporting units and determined that
the four operating segments are also our reporting units for the purpose of evaluating goodwill for
impairment. The Company re-allocated goodwill to each of the four reporting units based on their
relative fair values as of September 30, 2024. This change in reporting units is considered a triggering
event that requires a goodwill impairment assessment to be performed immediately before and after
the change. There was no goodwill impairment identified in either the before or after impairment tests.
During the year ended December 31, 2024, in connection with our decision to terminate certain of our live
streaming services and our Hakuna app, we recognized impairment charges of $30.6 million related to indefinite-
and definite-lived intangible assets in the Match Group Asia and Evergreen & Emerging segments. For certain
assets with no remaining cash flow, the Company fully impaired the asset. For assets with remaining cash flows,
the Company conducted discounted cash flow valuations. The Company also reclassified an indefinite-lived
intangible asset with a carrying value of $47.2 million to the definite-lived intangible asset category during the
year ended December 31, 2024 because the asset is no longer considered to have an indefinite life.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Intangible assets with indefinite lives are trade names and trademarks acquired in various acquisitions. At
December 31, 2025 and 2024, intangible assets with definite lives are as follows:
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At December 31, 2025, amortization of intangible assets with definite lives is estimated to be as follows:
NOTE 5—FINANCIAL INSTRUMENTS
Equity securities without readily determinable fair values
At December 31, 2025 and 2024, the carrying value of the Company’s investments in equity securities
without readily determinable fair values totaled $33.3 million and $19.3 million, respectively, and is included in
“Other non-current assets” in the accompanying consolidated balance sheet. The cumulative downward
adjustments (including impairments) and cumulative upward adjustments to the carrying value of equity
securities without readily determinable fair values held as of December 31, 2025 were $2.2 million and
$6.7 million, respectively. For the year ended December 31, 2025, we recognized impairments of $0.1 million
and upward adjustments of $6.7 million, which are included in “Other income (expense), net” in the
accompanying consolidated statement of operations. For the year ended December 31, 2024, there were no
adjustments, either downward or upward, to the carrying value of equity securities without readily determinable
fair values.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Fair Value Measurements
The following tables present the Company’s financial instruments that are measured at fair value on a
recurring basis:
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| Quoted Market Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Total Fair Value Measurements |
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Digital assets (cost basis of $10,167) | | | | | |
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| Quoted Market Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Total Fair Value Measurements |
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Financial instruments measured at fair value only for disclosure purposes
The following table presents the carrying value and the fair value of financial instruments measured at fair
value only for disclosure purposes.
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Current maturities of long-term debt, net (a)(b) | | | | | | | |
Long-term debt, net (a)(b) | | | | | | | |
______________________
(a)At December 31, 2025, the carrying value of current maturities of long-term debt, net includes
unamortized debt issuance costs of $0.3 million. At December 31, 2025 and 2024, the carrying value of
long-term debt, net includes unamortized original issue discount and debt issuance costs of $25.9
million and $26.0 million, respectively.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(b)At December 31, 2025, the fair value of the outstanding 2026 Exchangeable Notes and 2030
Exchangeable Notes is $417.0 million and $517.0 million, respectively. At December 31, 2024, the fair
value of the outstanding 2026 Exchangeable Notes and 2030 Exchangeable Notes is $541.2 million and
$498.0 million, respectively.
At December 31, 2025 and 2024, the fair value of long-term debt, net is estimated using observable market
prices or indices for similar liabilities, which are Level 2 inputs.
NOTE 6—LONG-TERM DEBT, NET
Long-term debt, net consists of:
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Credit Facility due March 20, 2029(a) | | | |
Term Loan due February 13, 2027 | | | |
5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15 | | | |
4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1 | | | |
5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15 | | | |
4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1 | | | |
3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1 | | | |
6.125% Senior Notes due September 15, 2033 (the “6.125% Senior Notes”); interest payable each March 15 and September 15, commencing on March 15, 2026 | | | |
0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15 | | | |
2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15 | | | |
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Less: Current maturities of long-term debt | | | |
Less: Unamortized original issue discount | | | |
Less: Unamortized debt issuance costs | | | |
Total long-term debt, net | | | |
______________________
(a)Subject to springing maturity, described below.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following diagram illustrates where debt is held in our corporate structure as of December 31, 2025.
Credit Facility and Term Loan
MG Holdings II is the borrower under a credit agreement (as amended, the “Credit Agreement”) that
provides for the Credit Facility and the Term Loan. The maturity date of the Credit Facility is the earlier of (x)
March 20, 2029 and (y) the date that is 91 days prior to the maturity date of the existing senior notes due 2027,
2028, or 2029, or any new indebtedness used to refinance such senior notes that matures prior to the date that
is 91 days after March 20, 2029, in each case if and only if at least $250 million in aggregate principal amount of
such debt is outstanding on such date.
At both December 31, 2025 and 2024, the Credit Facility has a borrowing capacity of $500 million. At both
December 31, 2025 and 2024, there were no outstanding borrowings, $0.6 million in outstanding letters of
credit, and $499.4 million of availability under the Credit Facility. The annual commitment fee on undrawn funds,
which is based on MG Holdings II’s consolidated net leverage ratio, was 25 basis points as of December 31, 2025.
Borrowings under the Credit Facility bear interest, at MG Holdings II’s option, at a base rate or a term secured
overnight financing rate plus an applicable adjustment (“Adjusted Term SOFR”), plus an applicable margin based
on MG Holdings II’s consolidated net leverage ratio. If MG Holdings II borrows under the Credit Facility, it will be
required to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0.
On January 21, 2025, we repaid the $425 million Term Loan in full utilizing cash on hand. At December 31,
2024, the outstanding balance on the Term Loan was $425 million. The Term Loan bore interest at Adjusted
Term SOFR plus 1.75% and the applicable rate was 6.22% at December 31, 2024.
The Credit Agreement includes covenants that would limit the ability of MG Holdings II to pay dividends,
make distributions, or repurchase MG Holdings II’s stock in the event MG Holdings II’s secured net leverage ratio
exceeds 4.25 to 1.0, or if an event of default has occurred. The Credit Agreement includes additional covenants
that limit the ability of MG Holdings II and its subsidiaries to, among other things, incur indebtedness, pay
dividends, or make distributions. Obligations under the Credit Facility are unconditionally guaranteed by certain
MG Holdings II wholly-owned domestic subsidiaries and are also secured by the stock of certain MG Holdings II
domestic and foreign subsidiaries. The outstanding borrowings, if any, under the Credit Facility have priority over
the Senior Notes to the extent of the value of the assets securing the borrowings under the Credit Agreement.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Senior Notes
The 6.125% Senior Notes were issued on August 20, 2025. The proceeds from these notes will be used to
repay all of the outstanding 2026 Exchangeable Notes at, or prior to, their maturity and for general corporate
purposes. At any time prior to September 15, 2028, these notes may be redeemed at a redemption price equal
to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the
indenture governing the notes. Thereafter, these notes be redeemed at the redemption prices set forth below,
together with accrued and unpaid interest to the applicable redemption date:
The 3.625% Senior Notes were issued on October 4, 2021. The proceeds from these notes were used to
redeem a portion of the then outstanding 0.875% Exchangeable Senior Notes due October 1, 2022 and for
general corporate purposes. At any time prior to October 1, 2026, these notes may be redeemed at a
redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole
premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at the
redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption
date:
The 4.625% Senior Notes were issued on May 19, 2020, and are currently redeemable at par, together with
accrued and unpaid interest. The proceeds from these notes were used to redeem then outstanding senior
notes, to pay expenses associated with the offering, and for general corporate purposes.
The 4.125% Senior Notes were issued on February 11, 2020. The proceeds from these notes were used to
fund a portion of a distribution in 2020. At any time prior to May 1, 2025, these notes may be redeemed at a
redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole
premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at the
redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption
date:
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The 5.625% Senior Notes were issued on February 15, 2019, and are currently redeemable. The proceeds
from these notes were used to repay outstanding borrowings under the Credit Facility, to pay expenses
associated with the offering, and for general corporate purposes. These notes may be redeemed at the
redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption
date:
The 5.00% Senior Notes were issued on December 4, 2017, and are currently redeemable at par, together
with accrued and unpaid interest. The proceeds, along with cash on hand, were used to redeem then
outstanding senior notes and pay the related call premium.
The indenture governing the 5.00% Senior Notes contains covenants that would limit MG Holdings II’s
ability to pay dividends or to make distributions and repurchase or redeem MG Holdings II’s stock in the event a
default has occurred or MG Holdings II’s consolidated leverage ratio (as defined in the indenture) exceeds 5.0 to
1.0. At December 31, 2025, there were no limitations pursuant thereto. There are additional covenants in the
5.00% Senior Notes indenture that limit the ability of MG Holdings II and its subsidiaries to, among other things,
(i) incur indebtedness, make investments, or sell assets in the event MG Holdings II is not in compliance with
specified financial ratios, and (ii) incur liens, enter into agreements restricting their ability to pay dividends, enter
into transactions with affiliates, or consolidate, merge, or sell substantially all of their assets. The indentures
governing the 3.625%, 4.125%, 4.625%, 5.625%, and 6.125% Senior Notes are less restrictive than the indentures
governing the 5.00% Senior Notes and generally only limit MG Holdings II’s and its subsidiaries’ ability to, among
other things, create liens on assets, or consolidate, merge, sell, or otherwise dispose of all or substantially all of
their assets.
The Senior Notes all rank equally in right of payment.
Exchangeable Notes
During 2019, Match Group FinanceCo 2, Inc. and Match Group FinanceCo 3, Inc., direct, wholly-owned
subsidiaries of the Company, issued $575.0 million aggregate principal amount of 2026 Exchangeable Notes and
$575.0 million aggregate principal amount of 2030 Exchangeable Notes, respectively.
The 2026 and 2030 Exchangeable Notes (collectively the “Exchangeable Notes”) are guaranteed by the
Company but are not guaranteed by MG Holdings II or any of its subsidiaries.
The following table presents details of the outstanding exchangeable features:
| | | | | |
| Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable(a) | | Approximate Equivalent Exchange Price per Share(a) | | |
| | | | | |
| | | | | |
______________________
(a)Subject to adjustment upon the occurrence of specified events.
As more specifically set forth in the applicable indentures, the Exchangeable Notes are exchangeable under
the following circumstances:
(1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of
the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar
quarter is greater than or equal to 130% of the exchange price on each applicable trading day;
(2) during the five-business day period after any five-consecutive trading day period in which the trading
price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of
the product of the last reported sale price of the Company's common stock and the exchange rate on each such
trading day;
(3) if the issuer calls the notes for redemption, at any time prior to the close of business on the scheduled
trading day immediately preceding the redemption date; or
(4) upon the occurrence of specified corporate events as further described in the indentures governing the
respective Exchangeable Notes.
On or after the respective exchangeable dates noted in the table above, until the close of business on the
second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion
of their Exchangeable Notes regardless of the foregoing conditions. Upon exchange, the issuer, in its sole
discretion, has the option to settle the Exchangeable Notes with any of the three following alternatives: (1)
shares of the Company’s common stock, (2) cash, or (3) a combination of cash and shares of the Company's
common stock. It is the Company’s intention to settle the Exchangeable Notes with cash equal to the face
amount of the notes upon exchange. Any dilution arising from the 2026 and 2030 Exchangeable Notes would be
mitigated by the 2026 and 2030 Exchangeable Notes Hedges (defined below), respectively.
There were not any 2026 or 2030 Exchangeable Notes presented for exchange during the years ended
December 31, 2025 and 2024. Neither of the 2026 and 2030 Exchangeable Notes were exchangeable as of
December 31, 2025.
On September 8, 2025, we repurchased $76.4 million aggregate principal amount of 2026 Exchangeable
Notes for $74.4 million in cash. The gain on extinguishment of the notes of $1.8 million is included in “other
income, net” in the accompanying consolidated statement of operations. Additionally, on November 13, 2025,
we repurchased $74.8 million aggregate principal amount of 2026 Exchangeable Notes for $73.4 million in cash.
The gain on extinguishment of the notes of $1.2 million is included in “other income, net” in the accompanying
consolidated statement of operations.
At both December 31, 2025 and December 31, 2024, there was no value in excess of the principal of each
of the 2026 and 2030 Exchangeable Notes outstanding on an if-converted basis using the Company’s stock price
on December 31, 2025 and December 31, 2024, respectively.
Additionally, all or any portion of the 2026 Exchangeable Notes may be redeemed for cash at the
respective issuer’s option, at any time and, for the 2030 Exchangeable Notes, on or after July 20, 2026, if the last
reported sale price of the Company’s common stock has been at least 130% of the exchange price then in effect
for at least 20 trading days (whether or not consecutive), including at least one of the five trading days
immediately preceding the date on which the notice of redemption is provided, during any 30 consecutive
trading day period ending on, and including, the trading day immediately preceding the date on which the
applicable issuer provides notice of redemption, at a redemption price equal to 100% of the principal amount to
be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table sets forth the components of the outstanding Exchangeable Notes as of December 31,
2025 and 2024:
| | | | | | | |
| | | |
| | | | | | | |
| | | | | | | |
| |
| | | | | | | |
Less: unamortized debt issuance costs | | | | | | | |
Net carrying value included in current maturities of long- term debt, net | | | | | | | |
Net carrying value included in long-term debt, net | | | | | | | |
The following table sets forth interest expense recognized related to the Exchangeable Notes for the years
ended December 31, 2025, 2024, and 2023:
| | | |
Year Ended December 31, 2025 | |
| | | |
| | | |
| |
Contractual interest expense | | | |
Amortization of debt issuance costs | | | |
Total interest expense recognized | | | |
| | | |
Year Ended December 31, 2024 | |
| | | |
| | | |
| |
Contractual interest expense | | | |
Amortization of debt issuance costs | | | |
Total interest expense recognized | | | |
| | | |
Year Ended December 31, 2023 | |
| | | |
| | | |
| |
Contractual interest expense | | | |
Amortization of debt issuance costs | | | |
Total interest expense recognized | | | |
The effective interest rates for the 2026 and 2030 Exchangeable Notes are 1.2% and 2.2%, respectively.
Exchangeable Notes Hedges and Warrants
In connection with the Exchangeable Notes offerings, the Company purchased call options allowing the
Company to purchase initially (subject to adjustment upon the occurrence of specified events) the same number
of shares that would be issuable upon the exchange of the applicable Exchangeable Notes at the price per share
set forth below (the “Exchangeable Notes Hedges”), and sold warrants allowing the counterparty to purchase
(subject to adjustment upon the occurrence of specified events) shares at the per share price set forth below
(the “Exchangeable Notes Warrants”).
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Exchangeable Notes Hedges are expected to reduce the potential dilutive effect on the Company’s
common stock upon any exchange of notes and/or offset any cash payment Match Group FinanceCo 2, Inc. or
Match Group FinanceCo 3, Inc. is required to make in excess of the principal amount of the exchanged notes.
The Exchangeable Notes Warrants have a dilutive effect on the Company’s common stock to the extent that the
market price per share of the Company’s common stock exceeds their respective strike prices.
In connection with the repurchase of $151.1 million in aggregate principal amount of 2026 Exchangeable
Notes in 2025; 1.8 million underlying shares of the Exchangeable Notes Hedges and Exchangeable Notes
Warrants relating to the 2026 Exchangeable Notes were settled for no value.
The following tables present details of the Exchangeable Notes Hedges and Warrants outstanding at
December 31, 2025:
| | | |
| | | Approximate Equivalent Exchange Price per Share(a) |
| | | |
| |
2026 Exchangeable Notes Hedges | | | |
2030 Exchangeable Notes Hedges | | | |
| | | |
| | | Weighted Average Strike Price per Share(a) |
| | | |
| |
2026 Exchangeable Notes Warrants | | | |
2030 Exchangeable Notes Warrants | | | |
______________________
(a)Subject to adjustment upon the occurrence of specified events.
Long-term debt maturities
| |
Years Ending December 31, | |
| |
| |
| |
| |
| |
| |
| |
| |
Less: Current maturities of long-term debt | |
Less: Unamortized original issue discount | |
Less: Unamortized debt issuance costs | |
Total long-term debt, net | |
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 7—SHAREHOLDERS’ EQUITY
Description of Common Stock
Holders of Match Group common stock are entitled to one vote per share on all matters to be voted upon
by the stockholders. Holders of Match Group common stock are entitled to receive, share for share, such
dividends as may be declared by Match Group’s Board of Directors out of funds legally available therefor. In the
event of a liquidation, dissolution, or winding up, holders of the Company’s common stock are entitled to
receive, ratably, the assets available for distribution to stockholders after payment of all liabilities.
Reserved Common Shares
In connection with equity compensation plans, the Exchangeable Notes, and Exchangeable Notes
Warrants, 59.3 million shares of Match Group common stock are reserved at December 31, 2025.
Common Stock Repurchases
In January 2024, the Board of Directors approved a share repurchase program of up to $1.0 billion in
aggregate value of shares of Match Group stock (the “January 2024 Share Repurchase Program”). On December
10, 2024, the Board of Directors authorized a new repurchase program of up to $1.5 billion in aggregate value of
shares of Match Group common stock (the “December 2024 Share Repurchase Program”). The December 2024
Share Repurchase Program took effect when the January 2024 Share Repurchase Program was exhausted in
April 2025. Under the December 2024 Share Repurchase Program, shares of our common stock may be
purchased on a discretionary basis from time to time, subject to general business and market conditions and
other investment opportunities, through open market purchases, privately negotiated transactions or other
means, including through Rule 10b5-1 trading plans. The December 2024 Share Repurchase Program may be
suspended or discontinued at any time.
During the years ended December 31, 2025, 2024, and 2023, we repurchased 24.7 million, 22.2 million and
13.5 million shares of our common stock, respectively, for aggregate consideration, on a trade date basis, of
$788.8 million, $752.7 million and $546.2 million, respectively.
Preferred Stock
The Company has authorized 100,000,000 shares, $0.01 par value per share, of preferred stock. No shares
have been issued under this authorization.
Dividends
During the year ended December 31, 2025, total cash dividend payments were $186.3 million. No cash
dividends were paid during the years ended December 31, 2024 or 2023. On February 3, 2026, the Company’s
Board of Directors declared a cash dividend of $0.20 per share of outstanding common stock, to stockholders of
record as of the close of business on April 7, 2026, payable on April 21, 2026.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 8—ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables present the components of accumulated other comprehensive loss. For the years
ended December 31, 2025, 2024, and 2023, the Company’s accumulated other comprehensive loss relates to
foreign currency translation adjustments.
| | | | | |
| |
| | | | | |
| | | | | |
| |
| | | | | |
Other comprehensive income (loss) | | | | | |
Amounts reclassified into income | | | | | |
Net current period other comprehensive income (loss) | | | | | |
| | | | | |
At December 31, 2025, 2024, and 2023, there was no tax benefit or provision on the accumulated other
comprehensive loss.
NOTE 9—EARNINGS PER SHARE
The following table sets forth the computation of the basic and diluted earnings per share attributable to
Match Group shareholders:
| | | | | | | | | | | |
| |
| | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| (In thousands, except per share data) |
| | | | | | | | | | | |
| | | | | | | | | | | |
Net (income) loss attributable to noncontrolling interests | | | | | | | | | | | |
Impact from subsidiaries' dilutive securities | | | | | | | | | | | |
Dilutive impact of Exchangeable Notes, net of income tax(a) | | | | | | | | | | | |
Net income attributable to Match Group, Inc. shareholders | | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Weighted average basic shares outstanding | | | | | | | | | | | |
Dilutive securities(b)(c) | | | | | | | | | | | |
Dilutive shares from Exchangeable Notes, if-converted(a) | | | | | | | | | | | |
Denominator for earnings per share— weighted average shares(b)(c) | | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Earnings per share attributable to Match Group, Inc. shareholders | | | | | | | | | | | |
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
______________________
(a)The Company uses the if-converted method for calculating the dilutive impact of the outstanding
Exchangeable Notes. For the years ended December 31, 2025, 2024 and 2023, the Company adjusted
net income attributable to Match Group, Inc. shareholders for the cash interest expense, net of income
taxes, incurred on the 2026 and 2030 Exchangeable Notes. Dilutive shares were also included for the
same series of Exchangeable Notes.
(b)If the effect is dilutive, weighted average common shares outstanding include the incremental shares
that would be issued upon the assumed exercise of stock options, warrants, and subsidiary
denominated equity and vesting of restricted stock units. For the years ended December 31, 2025,
2024, and 2023, 15.5 million, 17.3 million, and 15.9 million potentially dilutive securities, respectively,
are excluded from the calculation of diluted earnings per share because their inclusion would have been
anti-dilutive.
(c)Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable
shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the
denominator for earnings per share if (i) the applicable market or performance condition(s) has been
met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting
periods. For the years ended December 31, 2025, 2024, and 2023, 2.7 million, 3.0 million, and 3.2
million market-based awards and PSUs, respectively, were excluded from the calculation of diluted
earnings per share because the market or performance conditions had not been met.
NOTE 10—STOCK-BASED COMPENSATION
The Company currently has one active stock and annual incentive plan, which was approved by
shareholders on June 21, 2024, and subsequently amended and restated with shareholder approval on June 18,
2025 (the 2024 plan). The Company also has three stock and annual incentive plans that have expired or no
longer have shares available for the future grant of equity awards pursuant to which certain equity awards
remain outstanding and which were adopted in 2015, 2017, and 2020. The 2015, 2017, and 2024 plans cover
stock options to acquire shares of Match Group common stock, RSUs, PSUs, and stock settled stock appreciation
rights denominated in the equity of certain of our subsidiaries. The 2024 plan authorizes the Company to grant
awards to its employees, officers, directors and consultants. At December 31, 2025, there were 18.7 million
shares available for the future grant of equity awards under the 2024 plan. The 2020 plan covers certain stock
options granted in 2020.
The 2024 plan has a stated term of ten years and provides that the exercise price of stock options granted
will not be less than the market price of the Company’s common stock on the grant date. The 2024 plan does not
specify grant dates or vesting schedules of awards as those determinations have been delegated to the
Compensation and Human Resources Committee of Match Group’s Board of Directors (the “Committee”). Each
grant agreement reflects the vesting schedule for that particular grant as determined by the Committee. RSUs,
PSUs, and market-based awards outstanding generally vest over a three- or four-year period.
Stock-based compensation expense recognized in the consolidated statement of operations includes
expense related to the Company’s stock options, RSUs, market-based awards, PSUs for which vesting is
considered probable, and equity instruments denominated in shares of subsidiaries. The amount of stock-based
compensation expense recognized is net of estimated forfeitures, as the expense recorded is based on awards
that are ultimately expected to vest. The forfeiture rate is estimated at the grant date based on historical
experience and revised, if necessary, in subsequent periods if actual forfeitures differ from the estimated rate. At
December 31, 2025, there is $304.6 million of unrecognized compensation cost, net of estimated forfeitures,
related to all outstanding equity-based awards, which is expected to be recognized over a weighted average
period of approximately 1.9 years.
The total income tax benefit recognized in the accompanying consolidated statement of operations for the
years ended December 31, 2025, 2024, and 2023 related to all stock-based compensation is $55.0 million, $28.7
million and $16.3 million, respectively.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The aggregate income tax benefit recognized related to the exercise of stock options for the years ended
December 31, 2025, 2024, and 2023 is $19.8 million, $5.8 million, and $3.2 million, respectively.
Stock Options
Stock options outstanding at December 31, 2025 and changes during the year ended December 31, 2025
are as follows:
| | | | | | | |
| |
| | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Term (In Years) | | |
| | | | | | | |
| (Shares and intrinsic value in thousands) |
Outstanding at January 1, 2025 | | | | | | | |
| | | | | | | |
| | | | | | | |
Outstanding and exercisable at December 31, 2025 | | | | | | | |
The aggregate intrinsic value in the table above represents the difference between Match Group’s closing
stock price on the last trading day of 2025 and the exercise price, multiplied by the number of in-the-money
options that would have been exercised had option holders exercised their options on December 31, 2025. The
total intrinsic value of stock options exercised during the years ended December 31, 2025 and 2024 is $28.2
million and $6.9 million, respectively. Cash received from Match Group stock option exercises for the years
ended December 31, 2025, 2024, and 2023 was $0.4 million, $6.5 million, and $13.0 million, respectively.
Restricted Stock Units, Performance-Based Stock Units, and Market-Based Awards
RSUs, PSUs, and market-based awards are awards in the form of phantom shares or units denominated in a
hypothetical equivalent number of shares of Match Group common stock. For market-based awards, the grant
date fair value was estimated using (i) for awards that vest based on the Company’s market performance relative
to other publicly-traded companies, a lattice model that incorporates a Monte Carlo simulation of the
Company’s total shareholder return relative to companies within the Nasdaq 100 Index or Nasdaq composite
index over various performance periods (“rTSR Awards”) or (ii) for an award that vests based on the Company’s
stock price, a lattice model that incorporates a Monte Carlo simulation of the Company’s stock price over various
performance periods (“Value Creation Award”).
Each RSU, PSU, and market-based award is subject to service-based vesting, where a specific period of
continued employment must pass before an award vests. PSUs also include performance-based vesting
conditions where certain performance targets set at the time of grant must be achieved before an award vests.
The number of market-based awards that ultimately vest for rTSR Awards is based on the Company’s market
performance relative to certain other publicly-traded companies and for the Value Creation Award is based on
the Company’s stock price. For RSU awards, the expense is measured at the grant date as the fair value of Match
Group common stock and expensed as stock-based compensation over the vesting term. For PSU awards, the
expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-
based compensation over the vesting term if the performance targets are considered probable of being
achieved.
RSUs, PSUs and market-based awards granted on or after February 1, 2024 are awarded dividend
equivalents, which are subject to the same vesting conditions as the underlying award, and settled in Match
Group common stock.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Unvested RSUs, PSUs, and market-based awards outstanding at December 31, 2025 and changes during the
year ended December 31, 2025 are as follows:
| | | | | | | | | | | |
| | | | | |
| | | Weighted Average Grant Date Fair Value | | | | Weighted Average Grant Date Fair Value | | | | Weighted Average Grant Date Fair Value |
| | | | | | | | | | | |
| |
Unvested at January 1, 2025 | | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Unvested at December 31, 2025 | | | | | | | | | | | |
______________________
(a)Represents the maximum shares issuable.
The weighted average fair value of RSUs and PSUs granted during the years ended December 31, 2025 and
2024, based on market prices of Match Group’s common stock on the grant date, was $33.74 and $35.78,
respectively. The total fair value of RSUs that vested during the years ended December 31, 2025 and 2024 was
$217.4 million and $239.9 million, respectively. The total fair value of PSUs that vested during the years ended
December 31, 2025 and 2024 was $16.8 million and $10.0 million, respectively.
There were 2.8 million and 1.3 million market-based awards granted during the years ended December 31,
2025 and 2024, respectively. The vesting of the rTSR Awards granted in 2025 and 2024 are dependent upon the
Company’s total shareholder return relative to companies within the Nasdaq 100 Index or Nasdaq composite
index over various performance periods. The vesting of the Value Creation Award granted in 2025 is dependent
upon the fulfillment of both a service condition and the achievement of a stock price hurdle during the
performance period. The service condition is such that half of the shares in each tranche will vest upon
achievement of the hurdle, subject to a minimum service period, and the other half will vest at the end of the
performance period. The market condition will be satisfied if the Company’s volume weighted average closing
stock price equals or exceeds the specified price hurdles over a 45 day calendar period. If at the end of the
performance period the Company has not hit the hurdle over a 45 day calendar period, but the volume weighted
average price over the last 10 trading days equals or exceeds a specified price hurdle, the performance period
will be extended by 90 days. The total fair value of market-based awards that vested during the year ended
December 31, 2025 was $0.8 million. No market-based awards vested during the year ended December 31,
2024.
Equity Instruments Denominated in Shares of Certain Subsidiaries
The Company has granted stock settled stock appreciation rights and restricted stock units, both
denominated in the equity of a certain non-publicly traded subsidiary to employees of the subsidiary. These
equity awards vest over a specified period of time. The value of the stock settled stock appreciation rights and
restricted stock units are based on the equity value of the subsidiary. The stock settled stock appreciation rights
awards only have value to the extent the relevant business appreciates in value above the initial value utilized to
determine the exercise price. The fair value of the common stock of the subsidiary is generally determined
through a third-party valuation pursuant to the terms of the respective subsidiary equity plan. The stock
appreciation rights and restricted stock units are both settled on a net basis, with the award holder entitled to
receive shares of Match Group common stock with a total value equal to the intrinsic value of the award at
exercise, less applicable withholding taxes. The number of shares of Match Group common stock ultimately
needed to settle these awards may vary significantly from the estimated number below as a result of
movements in our stock price and/or a determination of fair value of the relevant subsidiary that differs from
our estimate. The expense associated with these equity awards is initially measured at fair value at the grant
date and is expensed as stock-based compensation over the vesting term. At December 31, 2025, the number of
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
shares of Match Group common stock that would be required to settle these awards at estimated fair values,
including vested and unvested awards, net of an assumed 50% withholding tax, is 3.1 million shares and would
reduce the shares available for the future grant. The withholding taxes, which would be paid by the Company on
behalf of the employees at exercise or vesting, required to settle the vested and unvested awards at estimated
fair values on December 31, 2025 is $100.5 million assuming a 50% withholding tax rate. The corresponding
number of shares and withholding tax amount as of December 31, 2024 were 2.9 million shares and
$95.3 million.
Employee Stock Purchase Plan
The Match Group, Inc. 2021 Global Employee Stock Purchase Plan (the "ESPP") was approved by the
Company’s shareholders on June 15, 2021. Under the ESPP, eligible employees may purchase the Company’s
common stock at a 15% discount of the lower of the market price of our common stock on the date of
commencement of the applicable offering period or on the last day of the applicable six-month purchase period,
subject to certain purchase limits.
Under the ESPP, employees purchased 0.3 million shares at a weighted average price per share of $24.74
during the year ended December 31, 2025. At December 31, 2025, there were 1.9 million shares available for
future issuance under the ESPP. At December 31, 2025, there is $0.6 million of unrecognized compensation cost,
net of estimated forfeitures, related to the ESPP, which is expected to be recognized over a weighted average
period of approximately 0.5 years.
Capitalization of Stock-Based Compensation
For the years ended December 31, 2025, 2024 and 2023, $11.0 million, $6.6 million, and $11.7 million,
respectively, of stock-based compensation was capitalized related to the development of internal use software.
NOTE 11—SEGMENT AND GEOGRAPHIC INFORMATION
Our chief operating decision maker (“CODM”), who is our Chief Executive Officer, analyzes the results of
our business through four operating segments consisting of brands or groups of brands within our portfolio:
Tinder, Hinge, Evergreen & Emerging, and MG Asia. These four operating segments are also our reportable
segments. Our CODM primarily evaluates the operating results and performance of our segments through
revenue, operating income, and Adjusted EBITDA (numerically the same as our previous metric which was called
Adjusted Operating Income). These financial metrics are used to view operating trends, perform analytical
comparisons, compare performance between periods, and evaluate variances to forecast on a monthly basis.
The following table presents revenue by segment, which includes revenue from customers in the form of
direct revenue, indirect revenue, which is primarily advertising revenue, and intersegment revenue, which is
eliminated in consolidated results:
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables present the segment profitability measures, operating income (loss) and Adjusted
EBITDA, and a reconciliation of the total segment profitability measures to income before income taxes:
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Total segment operating income | | | | | |
Corporate and unallocated costs(a) | | | | | |
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| | | | | |
Income before income taxes | | | | | |
______________________
(a)Includes stock-based compensation and depreciation related to corporate.
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Total segment Adjusted EBITDA | | | | | |
Corporate and unallocated costs | | | | | |
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| | | | | |
Impairments and amortization of intangibles | | | | | |
| | | | | |
| | | | | |
Income before income taxes | | | | | |
Corporate and unallocated costs includes 1) corporate expenses (such as executive management, investor
relations, corporate development, board of director and public company listing fees), 2) portions of corporate
services (such as legal, human resources, accounting, and tax), and 3) certain centrally managed services and
technology that have not been allocated to the individual business segments (such as central trust and safety
operations and certain shared software).
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Our CODM does not review disaggregated assets on a segment basis; therefore, such information is not
presented. Interest income and other income, net are not allocated to individual segments as these are managed
on a consolidated basis. The accounting policies for segment reporting are the same as for our consolidated
financial statements.
The following tables present the significant segment expenses regularly reviewed by our CODM:
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| Year Ended December 31, 2025 |
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Employee compensation expense, excluding stock-based compensation expense | | | | | | | |
Other operating expenses(a) | | | | | | | |
Stock-based compensation(b) | | | | | | | |
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Impairment and amortization of intangible assets(b) | | | | | | | |
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| Year Ended December 31, 2024 |
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Employee compensation expense, excluding stock-based compensation expense | | | | | | | |
Other operating expenses(a) | | | | | | | |
Stock-based compensation(b) | | | | | | | |
| | | | | | | |
Impairment and amortization of intangible assets(b) | | | | | | | |
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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| Year Ended December 31, 2023 |
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Employee compensation expense, excluding stock-based compensation expense | | | | | | | |
Other operating expenses(a) | | | | | | | |
Stock-based compensation(b) | | | | | | | |
| | | | | | | |
Impairment and amortization of intangible assets(b) | | | | | | | |
______________________
(a)Other operating expenses primarily consists of office rent, business software, travel, indirect taxes, and
professional fees.
(b)Expense is a non-cash item and excluded from the profitability measure of Adjusted EBITDA.
Geographic Information
Revenue by geography is based on where the customer is located. The United States is the only country
from which revenue is greater than 10 percent of total revenue. Geographic information about revenue and
long-lived assets is presented below:
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Long-lived assets (excluding goodwill and intangible assets) | | | |
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 12—LEASES
The Company leases office space, data center facilities, and equipment used in connection with its
operations under various operating leases, many of which contain escalation clauses.
ROU assets represent the Company’s right to use the underlying assets for the lease term and lease
liabilities represent the present value of the Company’s obligation to make payments arising from leases. ROU
assets and related lease liabilities are based on the present value of fixed lease payments over the lease term
using the Company’s incremental borrowing rates on the lease commencement date. The Company combines
the lease and non-lease components of lease payments in determining ROU assets and related lease liabilities. If
the lease includes one or more options to extend the term of the lease, the renewal option is considered in the
lease term if it is reasonably certain the Company will exercise the options. Lease expense is recognized on a
straight-line basis over the term of the lease. Leases with an initial term of twelve months or less (“short-term
leases”) are not recorded on the accompanying consolidated balance sheet.
Variable lease payments consist primarily of common area maintenance, utilities, and taxes, which are not
included in the recognition of ROU assets and related lease liabilities. The Company’s lease agreements do not
contain any material residual value guarantees or material restrictive covenants.
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| | Balance Sheet Classification | | | | |
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Current lease liabilities | | Accrued expenses and other current liabilities | | | | |
Long-term lease liabilities | | Other long-term liabilities | | | | |
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| | Income Statement Classification | | Year Ended December 31, 2025 | | Year Ended December 31, 2024 |
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| | General and administrative expense | | | | |
Total fixed lease cost(a) | | | | | | |
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| | General and administrative expense | | | | |
Total variable lease cost | | | | | | |
| | | | | | |
______________________
(a)Includes approximately $0.5 million and $0.6 million of short-term lease cost for the years ended
December 31, 2025 and December 31, 2024, respectively.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Maturities of lease liabilities as of December 31, 2025(a):
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Less: Tenant improvement receivables | | |
Present value of lease liabilities | | |
______________________
(a)Operating lease payments exclude $29.3 million of legally binding minimum lease payments for leases
signed but not yet commenced.
The following are the weighted average assumptions used for lease term and discount rate:
| | | |
| Year Ended December 31, 2025 | | Year Ended December 31, 2024 |
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Right-of-use assets obtained in exchange for lease liabilities | | | |
Cash paid for amounts included in the measurement of lease liabilities | | | |
NOTE 13—COMMITMENTS AND CONTINGENCIES
Commitments
The Company has funding commitments in the form of purchase obligations and surety bonds. The
purchase obligations are $56.3 million for 2026, $73.6 million for 2027, and $70.3 million for 2028, for a total of
$200.2 million in purchase obligations. The purchase obligations primarily relate to web hosting service
commitments.
Contingencies
In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes
reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable
and the loss is reasonably estimable. Management has also identified certain other legal matters where we
believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management
currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably
possible, will not have a material impact on the liquidity, results of operations, or financial condition of the
Company, these matters are subject to inherent uncertainties and management’s view of these matters may
change in the future. The Company also evaluates other contingent matters, including income and non-income
tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is
possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a
material impact on the liquidity, results of operations, or financial condition of the Company. See “Note 3—
Income Taxes” for additional information related to income tax contingencies.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FTC Lawsuit Against Former Match Group
On September 25, 2019, the United States Federal Trade Commission (the “FTC”) filed a lawsuit in federal
district court in Texas against the company formerly known as Match Group, Inc. See FTC v. Match Group, Inc.,
No. 3:19:cv-02281-K (Northern District of Texas). The complaint alleges that, prior to mid-2018, for marketing
purposes Match.com notified non-paying users that other users were attempting to communicate with them,
even though Match.com had identified those subscriber accounts as potentially fraudulent, thereby inducing
non-paying users to subscribe and exposing them to the risk of fraud should they subscribe. The complaint also
challenges the adequacy of Match.com’s disclosure of the terms of its six-month guarantee, the efficacy of its
cancellation process, and its handling of chargeback disputes. The complaint seeks among other things
permanent injunctive relief, civil penalties, restitution, disgorgement, and costs of suit. On March 24, 2022, the
court granted our motion to dismiss with prejudice on Claims I and II of the complaint relating to communication
notifications and granted our motion to dismiss with respect to all requests for monetary damages on Claims III
and IV relating to the guarantee offer and chargeback policy. On July 19, 2022, the FTC filed an amended
complaint adding Match Group, LLC as a defendant. The FTC is seeking up to approximately $257 million in
damages and penalties. On September 11, 2023, both parties filed motions for summary judgment. On June 9,
2025, the parties reached an agreement in principle to settle the matter. The settlement was approved by the
Court, and payment of $14 million was made in the quarter ended September 30, 2025.
Irish Data Protection Commission Inquiry Regarding Tinder’s Practices
On February 3, 2020, we received a letter from the Irish Data Protection Commission (the “DPC”) notifying
us that the DPC had commenced an inquiry examining Tinder’s compliance with GDPR, focusing on Tinder’s
processes for handling access and deletion requests and Tinder’s user data retention policies. On January 8,
2024, the DPC provided us with a preliminary draft decision alleging that certain of Tinder’s access and retention
policies, largely relating to protecting the safety and privacy of Tinder’s users, violate GDPR requirements. We
filed our response to the preliminary draft decision on March 15, 2024. Our consolidated financial statements do
not reflect any provision for a loss with respect to this matter, as we do not believe there is a probable likelihood
of an unfavorable outcome. However, based on the preliminary draft decision and giving due consideration to
the uncertainties inherent in this process, there is at least a reasonable possibility of an exposure to loss, which
could be anywhere between a nominal amount and $60 million, which we do not believe would be material to
our business. We believe we have strong defenses to these claims and will defend vigorously against them.
Consumer Class Action Litigation Challenging Tinder’s Age-Tiered Pricing
On May 28, 2015, a putative state-wide class action was filed against Tinder in state court in California. See
Allan Candelore v. Tinder, Inc., No. BC583162 (Superior Court of California, County of Los Angeles). The complaint
principally alleges that Tinder violated California’s Unruh Civil Rights Act by offering and charging users over a
certain age a higher price than younger users for subscriptions to its premium Tinder Plus service. Plaintiff seeks
damages in an unspecified amount. On July 15, 2024, the court granted Plaintiff’s motion to certify a class of
approximately 270,000 individuals based upon California Tinder Plus and Tinder Gold subscribers age 29 and
over. On January 17, 2025, the court denied our motion to compel the class and the Plaintiff to arbitration. We
filed a Notice of Appeal on January 24, 2025, and on April 18, 2025, the court stayed the case pending our
appeal. On September 10, 2025, the parties agreed to settle the case on a class-wide basis for $60.5 million,
which is included in our consolidated financial statements as “general and administrative expense” and a related
accrual is included in “accrued expenses and other current liabilities.” On January 13, 2026, the court
preliminarily approved the settlement agreement. The settlement amount was placed into escrow in January
2026, pending the final court approval.
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 14—BENEFIT PLANS
Pursuant to the Match Group Retirement Savings Plan (the “Match Group Plan”), employees are eligible to
participate in a retirement savings plan sponsored by the Company in the United States, which is qualified under
Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 75% of their pre-tax
earnings, but not more than statutory limits. The employer match under the Match Group Plan is 100% of the
first 10% of a participant’s eligible earnings up to $10,000, subject to IRS limits on the Company’s matching
contribution that a participant contributes to the Match Group Plan.
Matching contributions under the plans for the years ended December 31, 2025, 2024, and 2023 were
$14.1 million, $14.5 million and $14.0 million, respectively.
Matching contributions are invested in the same manner that each participant’s voluntary contributions
are invested under the respective plans.
Internationally, Match Group also has or participates in various benefit plans, primarily defined
contribution plans. The Company’s contributions for these plans for the years ended December 31, 2025, 2024
and 2023 were $4.7 million, $5.2 million, and $6.4 million, respectively.
NOTE 15—CONSOLIDATED FINANCIAL STATEMENT DETAILS
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Capitalized mobile app fees | | | |
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Property and equipment, net: | | | |
Computer equipment and capitalized software | | | |
Buildings and building improvements | | | |
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Furniture and other equipment | | | |
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Accumulated depreciation and amortization | | | |
Property and equipment, net | | | |
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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Accrued expenses and other current liabilities: | | | |
Accrued employee compensation and benefits | | | |
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Accrued advertising expense | | | |
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Accrued expenses and other current liabilities | | | |
Cash and Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported
within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows:
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Cash and cash equivalents | | | | | | | |
Restricted cash included in other current assets | | | | | | | |
Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flow | | | | | | | |
Supplemental Disclosures of Cash Flow Information
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Cash paid during the year for interest | | | | | |
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 16—SUBSEQUENT EVENT
On February 6, 2026, the Company received notice from Apple that our Azar app would be removed from
the Apple App Store (the “App Store”) within 15 days of the notice. This notice was generated as a result of a
new evaluation by Apple of Azar’s compliance with Apple’s updated App Review Guidelines which were
published on February 6, 2026. Specifically, Apple suggested that Azar’s core concept was random or anonymous
chat, which Apple indicated was not allowed under the revised guidelines. On February 16, 2026, Apple notified
the Company that after further discussion and deliberation, they reaffirmed their initial decision and the Azar
app would be removed from the App Store as initially stated. Subsequently, Apple removed the Azar app from
the App Store on February 22, 2026.
Revenue from the Azar app represented approximately 4% of the Company’s consolidated revenue for the
years ended December 31, 2025 and 2024, a significant portion of which is processed through Apple’s App Store.
The Company continues to work with Apple to understand if modifications could result in the reinstatement of
the Azar app to the App Store. There is no guarantee these efforts will be successful.
As a result of this decision, and depending on estimates of the impact and whether any of our mitigation
efforts are successful, the Company will be evaluating the need for asset impairment charges during the quarter
ending March 31, 2026. This evaluation includes, but is not limited to, the following assets that existed as of
December 31, 2025:
•$61 million of indefinite-lived intangible asset associated with the Azar brand;
•$9 million of definite-lived intangible asset associated with the Azar customer list;
•$14 million of capitalized software development costs associated with the Azar app; and
•$83 million of goodwill associated with our MG Asia reporting unit, which includes the operations of the
Azar and Pairs brands.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Conclusion Regarding the Effectiveness of the Company’s Disclosure Controls and Procedures
The Company monitors and evaluates on an ongoing basis its disclosure controls and procedures in order
to improve their overall effectiveness. In the course of these evaluations, the Company modifies and refines its
internal processes as conditions warrant.
As required by Rule 13a-15(b) of the Exchange Act, Match Group management, including the Chief
Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), conducted an evaluation, as of the end of the
period covered by this report, of the effectiveness of the Company’s disclosure controls and procedures as
defined in Exchange Act Rule 13a-15(e). Based on this evaluation, the CEO and the CFO concluded that the
Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.
Management’s Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control
over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the Company. The Company’s
internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States. Management assessed the effectiveness of
the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, our
management used the criteria for effective internal control over financial reporting described in “Internal
Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway
Commission in 2013. Based on this assessment, management has determined that, as of December 31, 2025, the
Company’s internal control over financial reporting is effective. The effectiveness of our internal control over
financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered
public accounting firm, as stated in their attestation report, included herein.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Changes in Internal Control Over Financial Reporting
The Company monitors and evaluates on an ongoing basis its internal control over financial reporting in
order to improve its overall effectiveness. In the course of these evaluations, the Company modifies and refines
its internal processes as conditions warrant. As required by Rule 13a-15(d), Match Group management, including
the CEO and the CFO, also conducted an evaluation of the Company’s internal control over financial reporting to
determine whether any changes occurred during the quarter ended December 31, 2025 that have materially
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Based on that evaluation, there has been no such change during the quarter ended December 31, 2025.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Match Group, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Match Group, Inc. and subsidiaries’ internal control over financial reporting as of December 31,
2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion,
Match Group, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024,
the related consolidated statements of operations, comprehensive operations, shareholders’ equity and cash
flows for each of the three years in the period ended December 31, 2025, and the related notes and financial
statement schedule listed in the Index at Item 15(a) and our report dated February 26, 2026 expressed an
unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion
on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that
a material weakness exists, testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Ernst & Young LLP
New York, New York
February 26, 2026
Item 9B. Other Information
Insider Trading Arrangements
During the three months ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f)
under the Securities Exchange Act of 1934, as amended) of the Company adopted or terminated a “Rule 10b5-1
trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of
Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
The information required by Part III (Items 10, 11, 12, 13 and 14) has been incorporated by reference to
Match Group’s definitive Proxy Statement to be used in connection with its 2026 Annual Meeting of
Stockholders (the “2026 Proxy Statement”), as set forth below in accordance with General Instruction G(3) of
Form 10-K.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 401 of Regulation S-K relating to directors and executive officers of
Match Group is set forth in the sections entitled “Information Concerning Director Nominees and Other Board
Members” and “Information Concerning Match Group Executive Officers Who Are Not Directors,” respectively,
in the 2026 Proxy Statement. The information required by Item 406 of Regulation S-K relating to Match Group’s
Code of Ethics is set forth under the caption “Item 1—Business–Additional information—Code of ethics” of this
annual report and is incorporated herein by reference. The information required by subsections (c)(3), (d)(4) and
(d)(5) of Item 407 of Regulation S-K is set forth in the sections entitled “Corporate Governance” and “The Board
and Board Committees” in the 2026 Proxy Statement and is incorporated herein by reference. With regard to the
information required by Item 405 of Regulation S-K relating to compliance with Section 16(a) of the Exchange
Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in the 2026 Proxy Statement under
“Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference.
The Company has insider trading policies and procedures that govern the purchase, sale and other
dispositions of its securities by directors, officers, employees, contractors and the Company. We believe these
policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and
regulations and applicable listing standards. A copy of our insider trading policies and procedures are filed with
or incorporated by reference into this Annual Report on Form 10-K as Exhibits 19.1 and 19.2.
Item 11. Executive Compensation
The information required by Item 402 of Regulation S-K relating to executive and director compensation is
set forth in the sections entitled “Executive Compensation” and “Director Compensation” in the 2026 Proxy
Statement and is incorporated herein by reference. The information required by subsections (e)(4) and (e)(5) of
Item 407 of Regulation S-K relating to certain compensation committee matters is set forth in the sections
entitled “The Board and Board Committees,” “Compensation Committee Report” and “Compensation
Committee Interlocks and Insider Participation” in the 2026 Proxy Statement and is incorporated herein by
reference; provided, that the information set forth in the section entitled “Compensation Committee Report”
shall be deemed furnished herein and shall not be deemed incorporated by reference into any filing under the
Securities Act or the Exchange Act.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information regarding ownership of Match Group common stock required by Item 403 of Regulation S-
K and securities authorized for issuance under Match Group’s various equity compensation plans required by
Item 201(d) of Regulation S-K is set forth in the sections entitled “Security Ownership of Certain Beneficial
Owners and Management” and “Equity Compensation Plan Information,” respectively, in the 2026 Proxy
Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding certain relationships and related transactions involving Match Group required by
Item 404 of Regulation S-K and director independence determinations required by Item 407(a) of Regulation S-K
is set forth in the sections entitled “Certain Relationships and Related Person Transactions” and “Corporate
Governance,” respectively, in the 2026 Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Information required by Item 9(e) of Schedule 14A regarding the fees and services of Match Group’s
independent registered public accounting firm and the pre-approval policies and procedures applicable to
services provided to Match Group by such firm is set forth in the sections entitled “Fees Paid to Our Independent
Registered Public Accounting Firm” and “Audit and Non-Audit Services Pre-Approval Policy,” respectively, in the
2026 Proxy Statement and is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) List of documents filed as part of this Report:
(1) Consolidated Financial Statements of Match Group, Inc.
Report of Independent Registered Public Accounting Firm: Ernst & Young LLP (PCAOB ID: 42).
Consolidated Balance Sheet as of December 31, 2025 and 2024.
Consolidated Statement of Operations for the Years Ended December 31, 2025, 2024, and 2023.
Consolidated Statement of Comprehensive Operations for the Years Ended December 31, 2025, 2024, and
2023.
Consolidated Statement of Shareholders’ Equity for the Years Ended December 31, 2025, 2024, and 2023.
Consolidated Statement of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023.
Notes to Consolidated Financial Statements.
(2) Consolidated Financial Statement Schedule of Match Group, Inc.
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All other financial statements and schedules not listed have been omitted since the required information is
either included in the Consolidated Financial Statements or the notes thereto, is not applicable or is not
required.
(3) Exhibits
See Exhibit Index below for a complete list of Exhibits to this report.
Item 16. Form 10-K Summary
None.
EXHIBIT INDEX
The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed
herewith, incorporated by reference herein by reference to the location indicated, or furnished herewith.
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______________________
(1)Reflects management contracts and management and director compensatory plans.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities indicated on February 26, 2026:
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Schedule II
MATCH GROUP, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
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(a)Additions to the allowance for credit losses are charged to expense, net of the recovery of previous year
expenses, if any.
(b)Amounts are primarily related to certain foreign net operating losses.
(c)Amount is primarily related to deferred rate changes in certain foreign jurisdictions.
(d)Write-off of fully reserved accounts receivable.
(e)Amount is primarily related to foreign tax credits, foreign net operating losses, and foreign interest
deductions.
(f)Amount is related to currency translation adjustments on foreign net operating losses.
(g)Deductions to the deferred tax valuation allowance are primarily related to U.S. foreign tax credits and
state NOLs that we now expect to be able to utilize.
(h)Amount is primarily related to foreign interest deductions.
Exhibit 4.1
Description of Securities
Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934
As of December 31, 2025, Match Group, Inc. (“Match,” the “Company,” “we,” “our” and “us”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock, par value $0.001 (the “common stock”).
Description of Common Stock
The following description of our common stock is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our amended and restated certificate of incorporation (the “Certificate of Incorporation”) and our amended and restated bylaws (the “Bylaws”), each of which are incorporated by reference as exhibits to this Annual Report on Form 10-K. We encourage you to read our Certificate of Incorporation, our Bylaws and the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”) for additional information.
General
Match’s authorized capital stock consists of 1,600,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of preferred stock, par value $0.01 per share. As of February 20, 2026, there were 232,644,477 shares of common stock outstanding.
Voting Rights. Holders of our common stock are entitled to one vote per share on all matters voted on generally by all stockholders. Our board of directors (the “Board of Directors”) currently has three classes of directors, with each class of directors serving staggered three-year terms. Each share of our common stock has one vote in the election of each director in the class that is up for election in that year. Commencing with the election of directors at the 2026 annual meeting of stockholders, there shall be two classes of directors. Commencing with the election of directors at the 2027 annual meeting of stockholders, there shall be one class of directors. From and after the election of directors at the 2028 annual meeting of stockholders, the Board of Directors shall cease to be classified, and the directors elected at the 2028 annual meeting of stockholders (and each annual meeting of stockholders thereafter) shall be elected for a term expiring at the following annual meeting of stockholders. The Certificate of Incorporation does not provide for cumulative voting in the election of directors.
Dividends; Liquidation. Subject to any preferential rights of any outstanding series of preferred stock created by the Board of Directors from time to time, the holders of our common stock are entitled to such dividends as may be declared from time to time by the Board of Directors from funds legally available for payment of dividends and, upon liquidation, dissolution or winding up, will be entitled to receive all assets available for distribution after payment of a proper amount to the holders of any series of preferred stock that may be issued in the future.
Listing. Our common stock is traded on The NASDAQ Global Select Market under the trading symbol “MTCH.”
Transfer Agent. The transfer agent for our shares of common stock is Computershare Trust Company, N.A.
Anti-Takeover Provisions in the Certificate of Incorporation and Bylaws
The Certificate of Incorporation contains provisions that could delay or make more difficult the acquisition of Match by means of a hostile tender offer, open market purchases, a proxy contest, or otherwise. These provisions include, but are not limited to: (i) a classified board of directors, until our Board of Directors ceases to be classified as noted above, which prevents stockholders from electing an entirely new board of directors at an annual meeting, (ii) the prohibition on stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting, (iii) the removal of members of the Board of Directors from office by stockholders being permitted only for cause and with the affirmative vote of not less than a majority of the total voting power of shares of Match capital stock outstanding and entitled to vote, subject to any rights of holders of preferred stock
(however, from and after the 2026 annual meeting of stockholders, any director elected to a one-year term may be removed either with or without cause with the affirmative vote of the holders of not less than a majority of the total voting power of shares of stock issued and outstanding and entitled to vote in an election of directors, voting together as a single class), and (iv) the exclusive right of the Board of Directors to fill director vacancies, subject to any rights of holders of preferred stock. In addition, the Bylaws provide that only a majority of the Board of Directors may call a special meeting of stockholders.
Effect of Delaware Anti-Takeover Statute
Match is subject to Section 203 of the DGCL, which generally prevents Delaware corporations from engaging in a business combination with any interested stockholder for three years following the date that the stockholder became an interested stockholder, unless that business combination has been approved in one of a number of specific ways. For purposes of Section 203, a “business combination” includes, among other things, a merger or consolidation involving Match and the interested stockholder and a sale of more than 10% of Match’s assets. In general, the anti-takeover law defines an “interested stockholder” as any entity or person beneficially owning 15% or more of a corporation’s outstanding voting stock and any entity or person affiliated or associated with such entity or person. A Delaware corporation may “opt out” of Section 203 with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from amendments approved by holders of at least a majority of a corporation’s outstanding voting stock. Match has not “opted out” of the provisions of Section 203.
Limitations on Liability, Indemnification of Officers and Directors and Insurance
Section 145 of the DGCL provides that a corporation may indemnify directors and officers, as well as other employees and individuals, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the corporation. Section 145 of the DGCL also permits a corporation to pay expenses incurred by a director or officer in advance of the final disposition of a proceeding subject to receipt of an undertaking by such director or officer to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the corporation. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
The Certificate of Incorporation and Bylaws provide for indemnification of Match’s directors and officers (and their legal representatives), and of those serving at the request of the Board of Directors or officers as an employee or agent of the corporation, or as a director, officer, employee, or agent of another corporation, partnership, joint venture, or other enterprise, to the fullest extent authorized by the DGCL, except that Match shall indemnify a person for a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors. The Bylaws provide for mandatory advancement of expenses to persons entitled to indemnification in defending any action, suit or proceeding in advance of its final disposition, provided that if the DGCL so requires, such persons provide an undertaking to repay such amounts advanced if it is ultimately determined that such person is not entitled to indemnification. From time to time, Match’s directors and officers may be provided with indemnification agreements that are consistent with or greater than the foregoing provisions. In addition, to the extent that Match’s officers and directors also serve as executive officers or directors of subsidiaries of Match, such officers and directors will also be subject to indemnification consistent with the indemnification provisions of the charter documents of such subsidiaries. Match has policies of directors’ and officers’ liability insurance that insure directors and officers against the costs of defense, settlement and/or payment of judgment under certain circumstances. Match believes that these agreements and arrangements are necessary to attract and retain qualified persons as directors and officers.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation is not personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability: (i) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders; (ii) of a director or officer for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law; (iii) of a director for unlawful payments of dividends or unlawful stock repurchases or redemptions; (iv) of a director or officer for any transaction from which the director or officer derived an improper personal benefit; or (v) of an officer in any action by or in the right of the corporation. The Certificate of Incorporation provides for such limitation of liability of directors.
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Match Group, Inc. Notice of Restricted Stock Unit Grant (“Award Notice”) |
This Award Notice is to notify the Award Recipient set forth below that you have been granted an award (the “Award”) of restricted stock units (“RSUs”) under the Match Group, Inc. 2024 Stock and Annual Incentive Plan, as amended (the “2024 Plan”), subject to the attached Terms and Conditions for Restricted Stock Units, including the additional terms and conditions for your country set forth in the appendix attached thereto (the “Appendix” and, together with the Terms and Conditions for Restricted Stock Units, the “RSU T&C’s”), and the 2024 Plan. Capitalized terms used (but not defined) in this Award Notice shall have the meanings set forth in the 2024 Plan. |
Award Recipient: | __________________________________ |
Number of Shares Subject to RSUs | _________________ Shares |
Award Date: | _________________ |
Impact of a Termination of Employment | Except as otherwise provided in the attached RSU T&C’s or the 2024 Plan, upon your Termination of Employment, any and all unvested RSUs (including any Dividend Equivalents (as defined in the RSU T&C’s)) underlying your Award will be forfeited and canceled in their entirety. |
Terms and Conditions: | Your RSUs (and any Dividend Equivalents) are subject to the RSU T&C’s and to the 2024 Plan, which are incorporated herein by reference. A copy of the 2024 Plan is available upon request from Match Group’s People Department or by emailing Without a complete review of these documents, you will not have a full understanding of all the material terms of your RSUs. |
Vesting Schedule: | Subject to your continued employment with Match Group, Inc. (“Match Group”) or one of its Subsidiaries, your RSUs shall vest according to the schedule below. |
[INSERT VESTING SCHEDULE]
You are required to accept this Award of RSUs by clicking “Accept” on the Morgan Stanley Shareworks award acceptance page or providing your consent by such procedures as may be prescribed by Match Group (including by other electronic acceptance procedures) within 90 days after the “Award Date” contained in this Award Notice. If you do not accept the Award of RSUs within 90 days of the Award Date, the RSUs (including any Dividend Equivalents) will be cancelled and forfeited, and you will not be entitled to any of the RSUs (or any Dividend Equivalents), any of the Shares subject to the RSUs (or any Dividend Equivalents) or any equivalent benefit.
By accepting the RSUs, you acknowledge receipt of a copy of the 2024 Plan and agree (i) that this Award of RSUs is granted under and governed by the 2024 Plan, the RSU T&C’s and this Award Notice, (ii) that you have reviewed the 2024 Plan, the RSU T&C’s and this Award Notice in their entirety, have had an opportunity to obtain the advice of counsel, and fully understand all provisions of the 2024 Plan, the RSU T&C’s and this Award Notice, and (iii) to accept as binding, conclusive, and final all decisions or interpretations of the Committee upon any questions relating to the 2024 Plan, the RSU T&C’s and the Award Notice.
Terms and Conditions for Restricted Stock Units Granted Under the
Match Group, Inc. 2024 Stock and Annual Incentive Plan
Overview
These Terms and Conditions for Restricted Stock Units, including the additional terms and conditions for your country set forth in the appendix attached hereto (the “Appendix” and, together with these Terms and Conditions for Restricted Stock Units, the “RSU T&C’s”) apply to your award of restricted stock units (the “Award”) granted pursuant to Section 7 of the Match Group, Inc. 2024 Stock and Annual Incentive Plan, as amended (the “2024 Plan”) (and any associated Dividend Equivalents), and the Notice of Restricted Stock Unit Grant (the “Award Notice”) to which these RSU T&C’s are attached. All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the 2024 Plan.
Continuous Service
In order for your Award to vest, you must be continuously employed by Match Group, Inc. (“Match Group”) or one of its Subsidiaries during the Restriction Period (as defined below). Nothing in your Award Notice, these RSU T&C’s or the 2024 Plan shall confer upon you any right to continue in the employ or service of Match Group or any of its Subsidiaries or interfere in any way with their rights to terminate your employment or service at any time.
Vesting
Subject to these RSU T&C’s and the 2024 Plan, the restricted stock units (“RSUs”) in respect of your Award shall vest and no longer be subject to any restriction (such period during which such restriction applies is the “Restriction Period”) as specified in your Award Notice.
Dividend Equivalents
As of any date that Match Group pays an ordinary cash dividend on its Shares, you will be credited a number of dividend equivalents (“Dividend Equivalents”) equal to (i) the per share cash dividend amount paid by Match Group on its Shares on such date divided by the Fair Market Value of a Share on such date, multiplied by (ii) the total number of RSUs subject to the Award that are outstanding immediately prior to the record date for such dividend, rounded down to the nearest whole number. Any Dividend Equivalents credited pursuant to the foregoing sentence shall be subject to the same vesting, settlement and other terms, conditions and restrictions as the original RSUs to which they relate, including, but not limited to, the obligation to satisfy the Tax-Related Items defined and described below under “Responsibility for Taxes and Withholding.” No crediting of Dividend Equivalents shall be made pursuant to this section with respect to any RSUs which, immediately prior to the record date for that dividend, have either been settled pursuant to the section below titled “Settlement” or terminated for any reason.
Termination of Employment
The treatment of the RSUs in respect of your Award upon a Termination of Employment is set forth in these RSU T&C’s and the 2024 Plan. Except as set forth in your Award Notice, employment agreement (if applicable) or below, upon any Termination of Employment during the Restriction Period for any reason (including, for the avoidance of doubt, due to your death or Disability) any unvested portion of your Award (including any unvested Dividend Equivalents) shall be forfeited and canceled in its entirety effective immediately upon such event.
If: (i) your employment is terminated for Cause or if you resign in anticipation of being terminated for Cause or (ii) following any termination of your employment for any reason, Match Group becomes aware that during the two (2) years prior to such termination of employment there was an event or circumstance that would have been grounds for termination for Cause that caused or is reasonably likely to cause meaningful damage
(economic, reputational or otherwise) to Match Group and/or any of its Subsidiaries (the “Underlying Event”) (and which would not have been curable upon notice), then: (a) your Award (whether or not vested) (and any Dividend Equivalents) shall be forfeited and canceled in its entirety and (b) if your Award vested after the Underlying Event, then Match Group shall be entitled to recover from you at any time within two (2) years after such vesting, and you shall pay over to Match Group, any amounts realized as a result of such vesting. This remedy shall be without prejudice to, or waiver of, any other remedies Match Group and/or its Subsidiaries may have in such event.
Settlement
Subject to your satisfaction of any withholding obligations for Tax-Related Items defined and described immediately below under “Responsibility for Taxes and Withholding,” as soon as practicable after any RSUs and Dividend Equivalents in respect of your Award have vested and are no longer subject to the Restriction Period, such RSUs and Dividend Equivalents shall be settled. For each RSU or Dividend Equivalent settled, Match Group shall issue one Share for each RSU or Dividend Equivalent vesting. Notwithstanding the foregoing, Match Group shall be entitled to hold the Shares or cash issuable to you upon settlement of all RSUs and Dividend Equivalents that have vested until Match Group or the agent selected by Match Group to administer the 2024 Plan (the “Agent”) has received from you: (i) a duly executed Form W-9 or W-8, as applicable or (ii) payment for any Tax-Related Items of any kind required by law to be withheld with respect to such RSUs and Dividend Equivalents.
Responsibility for Taxes and Withholding
You acknowledge that, regardless of any action taken by Match Group or, if different, the Subsidiary or Affiliate for which you provide services (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the 2024 Plan and legally applicable or deemed applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by Match Group or the Employer. You further acknowledge that Match Group and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs (including any Dividend Equivalents) or the underlying shares, including, but not limited to, the grant, vesting or settlement of the RSUs and any Dividend Equivalents, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends or Dividend Equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs or any Dividend Equivalents to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that Match Group and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
In connection with any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to Match Group and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize Match Group and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of the following:
i.requiring you to make a payment in a form acceptable to Match Group; or
ii.withholding from your wages or other cash compensation payable to you, in accordance with applicable law; or
iii.withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs and any Dividend Equivalents either through a voluntary sale or through a mandatory sale arranged by Match Group (on your behalf pursuant to this authorization without further consent); or
iv.withholding in Shares to be issued upon settlement of the RSUs and any Dividend Equivalents, provided, however, that if you are a Section 16 officer of Match Group under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding in advance of the taxable event; or
v.any other method of withholding determined by Match Group and, to the extent required by and in accordance with applicable law or the 2024 Plan, approved by the Committee.
Match Group and/or the Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates, including maximum applicable rates in your jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash through the Employer’s normal payroll processes (with no entitlement to the equivalent in Common Stock) or, if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to Match Group and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding Shares, you are deemed to have been issued the full number of shares subject to the vested RSUs and any vested Dividend Equivalents, notwithstanding that a number of Shares are withheld for the purpose of paying the Tax-Related Items.
You agree to pay to Match Group or the Employer any amount of Tax-Related Items that Match Group or the Employer may be required to withhold or account for as a result of your participation in the 2024 Plan that cannot be satisfied by the means previously described. Match Group may refuse to honor the vesting of the RSUs and/or any Dividend Equivalents and/or refuse to issue or deliver the Shares to be issued upon settlement of the RSUs and/or any Dividend Equivalents or the proceeds from the sale of the Shares to be acquired upon settlement of the RSUs and/or any Dividend Equivalents if you fail to comply with your obligations in connection with the Tax-Related Items.
Change in Control
Change in Control. “Change in Control” is defined as set forth in the 2024 Plan. The vesting of your Award will not be accelerated upon a Change in Control of Match Group. However, in the event that you cease to be employed within the two (2) year period following a Change in Control of Match Group as a result of: (i) a termination without Cause or (ii) your resignation for Good Reason, then 100% of your Award shall vest in one lump sum installment as of the date of such event. The Disaffiliation of the business or subsidiary of Match Group by which you are employed or for which you are performing services at the time of such sale or other disposition by Match Group shall be considered a Termination of Employment (not a Change in Control of Match Group) and shall be governed by the applicable provisions of the 2024 Plan and the provision set forth under the caption “Termination of Employment” above; provided, however, that the Committee may deem it appropriate to make an equitable adjustment to the number of RSUs and the number and kind of Shares underlying the RSUs underlying your Award.
Non-Transferability of the RSUs
Until such time as your RSUs are ultimately settled, they (and any Dividend Equivalents) shall not be transferable by you by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise.
No Rights as a Stockholder
Except as otherwise specifically provided in the 2024 Plan, unless and until your RSUs and any Dividend Equivalents are settled, you shall not be entitled to any rights of a stockholder with respect to the RSUs and any Dividend Equivalents (including the right to vote the shares underlying your RSUs and the right to receive dividends (except as expressly provided above with respect to Dividend Equivalents), among other rights).
Other Restrictions
The RSUs and any Dividend Equivalents shall be subject to the requirement that, if at any time the Committee shall determine that: (i) the listing, registration or other qualification of the Shares subject or related thereto upon any securities exchange or under any state or federal law, or (ii) the consent or approval or permit of any government regulatory body, is necessary or desirable as a condition of (or in connection with) the delivery of shares, then in any such event, the award of RSUs shall not be effective unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.
Conflicts and Interpretation
In the event of any conflict between these RSU T&C’s and the 2024 Plan, the 2024 Plan shall control; provided, that an action or provision that is permissive under the terms of the 2024 Plan, and required under these RSU T&C’s, shall not be deemed a conflict and these RSU T&C’s shall control. In the event of any ambiguity in these RSU T&C’s, or any matters as to which these RSU T&C’s are silent, the 2024 Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to: (i) interpret the 2024 Plan, (ii) prescribe, amend and rescind rules and regulations relating to the 2024 Plan and (iii) make all other determinations deemed necessary or advisable for the administration of the 2024 Plan. In the event of any conflict between your Award Notice (or any other information posted by Match Group or the Agent online or given to you directly or indirectly through the Agent) and Match Group’s books and records, or (ii) ambiguity in the Award Notice (or any other information posted by Match Group or the Agent online or given to you directly or indirectly through the Agent), Match Group’s books and records shall control.
Amendment
Match Group may modify, amend or waive the terms of your RSUs and any outstanding Dividend Equivalents, prospectively or retroactively, but no such modification, amendment or waiver shall materially impair your rights without your consent, except as required by applicable law, NASDAQ or stock exchange rules, tax rules or accounting rules.
Data Privacy
Data Processing. Match Group and your Employer collects, uses, discloses and otherwise processes certain information about you for purposes of implementing, administering and managing the 2024 Plan. You understand that this information may include, without limitation, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in Match Group or its Subsidiaries, details of all equity awards or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in your favor (the “Personal Data”). The legal basis for the processing of your Personal Data, where required, is performance of this agreement or your consent, if such consent is required under applicable law.
Stock Plan Administration Service Providers. You understand that Match Group transfers your Personal Data, or parts thereof, to Morgan Stanley, an independent service provider based in the U.S., which assists Match Group with the implementation, administration and management of the 2024 Plan. In the future, Match Group may select different service providers and share your Personal Data with such different service providers that serve Match Group in a similar manner. Match Group’s service providers will open an account for you to receive and trade Shares acquired under the 2024 Plan and you may be asked to agree on separate terms and data processing practices with the service provider, which is a condition of any ability to participate in the 2024 Plan.
International Data Transfers. Match Group and, as of the date hereof, Morgan Stanley, are based in the U.S. If you are located outside the U.S., the legal basis, where required, for the transfer of Personal Data to the U.S. is performance of this agreement or your consent, if such consent is required under applicable law.
Data Retention. Match Group will process your Personal Data only as long as is necessary to implement, administer and manage your participation in the 2024 Plan, or to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. In the latter case, you understand and acknowledge that Match Group’s legal basis, where required, for the processing of your Personal Data would be compliance with the relevant laws or regulations. When Match Group no longer
needs Personal Data for any of the above purposes, you understand that Match Group will remove it from its systems.
Data Subject Rights. You understand that data subject rights regarding the processing of personal data vary depending on the applicable law. Additional location-based information on how Match Group and your Employer processes your Personal Data, including information regarding your rights under applicable data protection law are available at:
•California Employee Privacy Policy
•Canadian Employee Privacy Policy
•EU Employee Privacy Policy (FR)
•EU Employee Privacy Policy (ENG)
•EU Employee Privacy Policy (GER)
•APAC Employee Privacy Policy (ENG)
•APAC Employee Privacy Policy (JP)
•Egyptian Employee Privacy Policy
•Brazilian Employee Privacy Policy
You may also find a copy of these policies available on Workday.
Voluntariness and Consequences of Denial/Withdrawal of Consent. If you are located in a jurisdiction where your consent is required to process your Personal Data for the purposes of the 2024 Plan (e.g., South Korea), you understand that any participation in the 2024 Plan and your consent are purely voluntary. You may withdraw your consent at any time, with future effect and for any or no reason. If you withdraw your consent, Match Group cannot offer participation in the 2024 Plan or grant RSUs or other equity awards to you or administer or maintain such awards, and you will not be eligible to participate in the 2024 Plan. You further understand that denial or withdrawal of your consent would not affect your relationship with Match Group and/or your Employer and that you would merely forfeit the opportunities associated with the 2024 Plan.
Data Privacy Consent. If you are located in a jurisdiction where your consent is required to process your Personal Data for the purposes of the 2024 Plan (e.g., South Korea), you acknowledge that you have consented to the collection, use, disclosure, and onward transfer of your Personal Data to Stock Plan Administration Service Providers as outlined in the Notice of Data Processing South Korea.
Nature of Grant
In accepting the RSUs, you acknowledge, understand and agree that:
i.the 2024 Plan is established voluntarily by Match Group, it is discretionary in nature and it may be modified, amended, suspended or terminated by Match Group at any time, to the extent permitted by the 2024 Plan;
ii.no Subsidiary or Affiliate (including, but not limited to, the Employer) has any obligation to make any payment of any kind to you under these RSU T&C’s;
iii.the Award of the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
iv.all decisions with respect to future RSUs or other equity awards, if any, will be at the sole discretion of Match Group;
v.the Award of RSUs and your participation in the 2024 Plan shall not be interpreted as forming or amending an employment or service contract with Match Group or the Employer, and shall not interfere with the ability of Match Group, the Employer or any other Subsidiary or Affiliate, as applicable, to terminate your employment relationship (if any);
vi.you are voluntarily participating in the 2024 Plan;
vii.the RSUs, any Dividend Equivalents and the Shares subject to the RSUs and any Dividend Equivalents, and the income from and value of the same, are not intended to replace any pension rights or compensation;
viii.the RSUs, any Dividend Equivalents and the Shares subject to the RSUs and any Dividend Equivalents, and the income from and value of the same, are not part of normal or expected compensation for purposes of, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
ix.the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; and
x.no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs or any Dividend Equivalents resulting from the termination of your employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) or from the application of any clawback or recoupment policy adopted by Match Group or imposed by applicable law.
No Advice Regarding Grant
Match Group is not providing any tax, legal or financial advice, nor is Match Group making any recommendations regarding your participation in the 2024 Plan, or your acquisition or sale of the underlying Shares. You should consult with your own personal tax, legal and financial advisors regarding your participation in the 2024 Plan before taking any action related to the 2024 Plan.
Section 409A of the Code
Your Award is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). However, if: (i) any amounts or benefits payable in respect of your Award are determined to be non-qualified deferred compensation within the meaning of Section 409A, (ii) such amounts become payable upon a termination of employment and (iii) you are a “Specified Employee” (as defined under Section 409A) as of the date of your termination of employment, then such amounts or benefits (if any) shall be paid or provided to you in a single lump sum on the earlier of (x) the first day of the seventh month following your termination of employment and (y) your death.
In no event shall Match Group be required to pay you any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A with respect to any amounts or benefits paid to you in respect of your Award.
Language
You acknowledge that you are proficient in the English language, or have consulted with an advisor who is proficient in the English language, so as to enable you to understand the provisions of these RSU T&C’s and the 2024 Plan. If you have received these RSU T&C’s or any other document related to the 2024 Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise required by applicable law.
Appendix
Notwithstanding any provision in these Terms and Conditions for Restricted Stock Units, if you reside outside of and/or are subject to the laws of a country outside the United States, the RSUs (and any Dividend Equivalents) will be subject to additional or different terms and conditions for your country set forth in the Appendix, and by the acceptance of your RSUs, you agree to such additional terms and conditions for your country. Further, if you transfer your residence and/or employment to a country included in the Appendix after the grant of the RSUs, the additional or different terms and conditions for such country will apply to you to the extent Match Group determines, in its sole discretion, that the application of such additional terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of these RSU T&C’s and any reference to the RSU T&C’s herein includes the Appendix.
Severability
The provisions of these RSU T&C’s are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
Imposition of Other Requirements
Match Group reserves the right to impose other requirements on your participation in the 2024 Plan, on the RSUs (and any Dividend Equivalents) and on any Shares acquired under the 2024 Plan, to the extent Match Group determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Compliance with Law
Notwithstanding any other provision of the 2024 Plan or these RSU T&C’s, unless there is an exemption from any registration, qualification or other legal requirement applicable to the Shares, Match Group shall not be required to deliver any shares issuable upon settlement of the RSUs and any Dividend Equivalents prior to the completion of any registration or qualification of the shares under any U.S. or non-U.S. local, state or federal securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. local, state or federal governmental agency, which registration, qualification or approval Match Group shall, in its absolute discretion, deem necessary or advisable. You understand that Match Group is under no obligation to register or qualify the shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares. Further, you agree that Match Group shall have unilateral authority to amend these RSU T&C’s without your consent to the extent necessary to comply with securities or other laws applicable to issuance of shares.
Exchange Control, Foreign Asset/Account and/or Tax Reporting
Depending upon the country to which laws you are subject, you may have certain foreign asset/account and/or tax reporting requirements that may affect your ability to acquire or hold Shares under the 2024 Plan or cash received from participating in the 2024 Plan (including from any dividends or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country of residence. Your country may require that you report such accounts, assets or transactions to the applicable authorities in your country. You also may be required to repatriate cash received from participating in the 2024 Plan to your country within a certain period of time after
receipt. You are responsible for knowledge of and compliance with any such regulations and should speak with your personal tax, legal and financial advisors regarding same.
Waiver
You acknowledge that a waiver by Match Group of a breach of any provision of these RSU T&C’s shall not operate or be construed as a waiver of any other provision of these RSU T&C’s, or of any subsequent breach by you or any other Participant.
Governing Law
The Award of RSUs and these RSU T&C’s are governed by, and subject to, the laws of the State of Delaware, without reference to principles of conflict of laws.
| | | | | |
Match Group, Inc. Notice of Performance-Based Restricted Stock Unit Grant (“Award Notice”) |
This Award Notice is to notify the Award Recipient set forth below that you have been granted an award (the “Award”) of performance-based restricted stock units (“PSUs”) (the “Target PSUs”) under the Match Group, Inc. 2024 Stock and Annual Incentive Plan, as amended (the “2024 Plan”), that will vest based on the achieved results against the Performance Conditions as set forth on Attachment A. PSUs shall be settled in shares of Match Group common stock (“Shares”). Except as otherwise set forth herein, the PSUs will be subject to the attached Terms and Conditions for Performance-Based Restricted Stock Units, including the additional terms and conditions for your country set forth in the appendix attached thereto (the “Appendix” and, together with the Terms and Conditions for Performance-Based Restricted Stock Units, the “PSU T&C’s”), and the 2024 Plan. Capitalized terms used (but not defined) in this Award Notice shall have the meanings set forth in the 2024 Plan. |
Award Recipient: | __________________________________ |
Number of Shares Subject to Target PSUs | _________________ Shares |
Award Date: | _________________ |
Performance-Based Vesting Conditions | In order for the PSUs (and any Dividend Equivalents (as defined in the PSU T&C’s)) to vest, the award recipient must be continuously employed as a service provider by Match Group or one of its subsidiaries through the Vesting Date (the “Continuous Service Requirement”). Assuming the satisfaction of the Continuous Service Requirement, the number of PSUs (and any Dividend Equivalents) that will be earned and vest on the Vesting Date shall be determined by application of the Performance Conditions to the Target PSUs (and any Dividend Equivalents) as set forth on Attachment A, subject to the terms set forth in this Award Notice and the PSU T&C’s. The Committee shall retain the sole discretion to adjust any or all of the Performance Conditions to reflect any significant event that the Committee determines, in its good faith judgment, is likely to have a meaningful impact on the likelihood of the achievement of the Performance Conditions. Final determinations regarding the levels of Performance Conditions achieved (and corresponding number of PSUs (and any Dividend Equivalents) earned) shall be made by the Committee in good faith, based on its beliefs regarding the spirit and intent of the Plan. |
Impact of a Termination of Employment | Except as otherwise provided in the attached PSU T&C’s or the 2024 Plan, upon your Termination of Employment, any and all unvested PSUs (including any Dividend Equivalents (as defined in the PSU T&C’s)) underlying your Award will be forfeited and canceled in their entirety. |
Terms and Conditions: | Your PSUs (and any Dividend Equivalents) are subject to the PSU T&C’s and to the 2024 Plan, which are incorporated herein by reference. A copy of the 2024 Plan is available upon request from Match Group’s People Department or by emailing Without a complete review of these documents, you will not have a full understanding of all the material terms of your PSUs. |
You are required to accept this Award of PSUs by clicking “Accept” on the Morgan Stanley Shareworks award acceptance page or providing your consent by such procedures as may be prescribed by Match Group (including by other electronic acceptance procedures) within 90 days after the “Award Date” contained in this Award Notice. If you do not accept the Award of PSUs within 90 days of the Award Date, the PSUs (including any Dividend
Equivalents) will be cancelled and forfeited, and you will not be entitled to any of the PSUs (or any Dividend Equivalents), any of the Shares subject to the PSUs (or any Dividend Equivalents) or any equivalent benefit.
By accepting the PSUs, you acknowledge receipt of a copy of the 2024 Plan and agree (i) that this Award of PSUs is granted under and governed by the 2024 Plan, the PSU T&C’s and this Award Notice, (ii) that you have reviewed the 2024 Plan, the PSU T&C’s and this Award Notice in their entirety, have had an opportunity to obtain the advice of counsel, and fully understand all provisions of the 2024 Plan, the PSU T&C’s and this Award Notice, and (iii) to accept as binding, conclusive, and final all decisions or interpretations of the Committee upon any questions relating to the 2024 Plan, the PSU T&C’s and the Award Notice.
ATTACHMENT A
Terms and Conditions for Performance-Based Restricted Stock Units Granted Under the
Match Group, Inc. 2024 Stock and Annual Incentive Plan
Overview
These Terms and Conditions for Performance-Based Restricted Stock Units, including the additional terms and conditions for your country set forth in the appendix attached hereto (the “Appendix” and, together with these Terms and Conditions for Performance-Based Restricted Stock Units, the “PSU T&C’s”) apply to your award of performance-based restricted stock units (the “Award”) granted pursuant to Section 7 of the Match Group, Inc. 2024 Stock and Annual Incentive Plan, as amended (the “2024 Plan”) (and any associated Dividend Equivalents), and the Notice of Performance-Based Restricted Stock Unit Grant (the “Award Notice”) to which these PSU T&C’s are attached. All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the 2024 Plan.
Continuous Service
In order for your Award to vest, you must be continuously employed by Match Group, Inc. (“Match Group”) or one of its Subsidiaries during the Restriction Period (as defined below). Nothing in your Award Notice, these PSU T&C’s or the 2024 Plan shall confer upon you any right to continue in the employ or service of Match Group or any of its Subsidiaries or interfere in any way with their rights to terminate your employment or service at any time.
Vesting
Subject to these PSU T&C’s and the 2024 Plan, the performance-based restricted stock units (“PSUs”) in respect of your Award shall vest and no longer be subject to any restriction (such period during which such restriction applies is the “Restriction Period”) as specified in your Award Notice.
Dividend Equivalents
As of any date that Match Group pays an ordinary cash dividend on its Shares, you will be credited a number of dividend equivalents (“Dividend Equivalents”) equal to (i) the per share cash dividend amount paid by Match Group on its Shares on such date divided by the Fair Market Value of a Share on such date, multiplied by (ii) the total number of Target PSUs subject to the Award that are outstanding immediately prior to the record date for such dividend, rounded down to the nearest whole number. Any Dividend Equivalents credited pursuant to the foregoing sentence shall be subject to the same vesting, settlement and other terms, conditions and restrictions as the original PSUs to which they relate, including, but not limited to, the obligation to satisfy the Tax-Related Items defined and described below under “Responsibility for Taxes and Withholding.” No crediting of Dividend Equivalents shall be made pursuant to this section with respect to any PSUs which, immediately prior to the record date for that dividend, have either been settled pursuant to the section below titled “Settlement” or terminated for any reason.
Termination of Employment
The treatment of the PSUs in respect of your Award upon a Termination of Employment is set forth in these PSU T&C’s and the 2024 Plan. Except as set forth in your Award Notice, employment agreement (if applicable) or below, upon any Termination of Employment during the Restriction Period for any reason (including, for the avoidance of doubt, due to your death or Disability) any unvested portion of your Award (including any unvested Dividend Equivalents) shall be forfeited and canceled in its entirety effective immediately upon such event.
If: (i) your employment is terminated for Cause or if you resign in anticipation of being terminated for Cause or (ii) following any termination of your employment for any reason, Match Group becomes aware that during the two (2) years prior to such termination of employment there was an event or circumstance that would
have been grounds for termination for Cause that caused or is reasonably likely to cause meaningful damage (economic, reputational or otherwise) to Match Group and/or any of its Subsidiaries (the “Underlying Event”) (and which would not have been curable upon notice), then: (a) your Award (whether or not vested) (and any Dividend Equivalents) shall be forfeited and canceled in its entirety and (b) if your Award vested after the Underlying Event, then Match Group shall be entitled to recover from you at any time within two (2) years after such vesting, and you shall pay over to Match Group, any amounts realized as a result of such vesting. This remedy shall be without prejudice to, or waiver of, any other remedies Match Group and/or its Subsidiaries may have in such event.
Settlement
Subject to your satisfaction of any withholding obligations for Tax-Related Items defined and described immediately below under “Responsibility for Taxes and Withholding,” as soon as practicable after any PSUs and Dividend Equivalents in respect of your Award have vested and are no longer subject to the Restriction Period, such PSUs and Dividend Equivalents shall be settled. For each PSU or Dividend Equivalent settled, Match Group shall issue one Share for each PSU or Dividend Equivalent vesting. Notwithstanding the foregoing, Match Group shall be entitled to hold the Shares or cash issuable to you upon settlement of all PSUs and Dividend Equivalents that have vested until Match Group or the agent selected by Match Group to administer the 2024 Plan (the “Agent”) has received from you: (i) a duly executed Form W-9 or W-8, as applicable or (ii) payment for any Tax-Related Items of any kind required by law to be withheld with respect to such PSUs and Dividend Equivalents.
Responsibility for Taxes and Withholding
You acknowledge that, regardless of any action taken by Match Group or, if different, the Subsidiary or Affiliate for which you provide services (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the 2024 Plan and legally applicable or deemed applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by Match Group or the Employer. You further acknowledge that Match Group and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs (including any Dividend Equivalents) or the underlying shares, including, but not limited to, the grant, vesting or settlement of the PSUs and any Dividend Equivalents, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends or Dividend Equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PSUs or any Dividend Equivalents to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that Match Group and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
In connection with any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to Match Group and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize Match Group and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of the following:
i.requiring you to make a payment in a form acceptable to Match Group; or
ii.withholding from your wages or other cash compensation payable to you, in accordance with applicable law; or
iii.withholding from proceeds of the sale of Shares acquired upon settlement of the PSUs and any Dividend Equivalents either through a voluntary sale or through a mandatory sale arranged by Match Group (on your behalf pursuant to this authorization without further consent); or
iv.withholding in Shares to be issued upon settlement of the PSUs and any Dividend Equivalents, provided, however, that if you are a Section 16 officer of Match Group under the Exchange Act,
then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding in advance of the taxable event; or
v.any other method of withholding determined by Match Group and, to the extent required by and in accordance with applicable law or the 2024 Plan, approved by the Committee.
Match Group and/or the Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates, including maximum applicable rates in your jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash through the Employer’s normal payroll processes (with no entitlement to the equivalent in Common Stock) or, if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to Match Group and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding Shares, you are deemed to have been issued the full number of shares subject to the vested PSUs and any vested Dividend Equivalents, notwithstanding that a number of Shares are withheld for the purpose of paying the Tax-Related Items.
You agree to pay to Match Group or the Employer any amount of Tax-Related Items that Match Group or the Employer may be required to withhold or account for as a result of your participation in the 2024 Plan that cannot be satisfied by the means previously described. Match Group may refuse to honor the vesting of the PSUs and/or any Dividend Equivalents and/or refuse to issue or deliver the Shares to be issued upon settlement of the PSUs and/or any Dividend Equivalents or the proceeds from the sale of the Shares to be acquired upon settlement of the PSUs and/or any Dividend Equivalents if you fail to comply with your obligations in connection with the Tax-Related Items.
Change in Control
Change in Control. “Change in Control” is defined as set forth in the 2024 Plan. The vesting of your Award will not be accelerated upon a Change in Control of Match Group. However, in the event that you cease to be employed within the two (2) year period following a Change in Control of Match Group as a result of: (i) a termination without Cause or (ii) your resignation for Good Reason, then 100% of your Award shall vest in one lump sum installment as of the date of such event. The Disaffiliation of the business or subsidiary of Match Group by which you are employed or for which you are performing services at the time of such sale or other disposition by Match Group shall be considered a Termination of Employment (not a Change in Control of Match Group) and shall be governed by the applicable provisions of the 2024 Plan and the provision set forth under the caption “Termination of Employment” above; provided, however, that the Committee may deem it appropriate to make an equitable adjustment to the number of PSUs and the number and kind of Shares underlying the PSUs underlying your Award.
Non-Transferability of the PSUs
Until such time as your PSUs are ultimately settled, they (and any Dividend Equivalents) shall not be transferable by you by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise.
No Rights as a Stockholder
Except as otherwise specifically provided in the 2024 Plan, unless and until your PSUs and any Dividend Equivalents are settled, you shall not be entitled to any rights of a stockholder with respect to the PSUs and any Dividend Equivalents (including the right to vote the shares underlying your PSUs and the right to receive dividends (except as expressly provided above with respect to Dividend Equivalents), among other rights).
Other Restrictions
The PSUs and any Dividend Equivalents shall be subject to the requirement that, if at any time the Committee shall determine that: (i) the listing, registration or other qualification of the Shares subject or related thereto upon any securities exchange or under any state or federal law, or (ii) the consent or approval or permit of
any government regulatory body, is necessary or desirable as a condition of (or in connection with) the delivery of shares, then in any such event, the award of PSUs shall not be effective unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.
Conflicts and Interpretation
In the event of any conflict between these PSU T&C’s and the 2024 Plan, the 2024 Plan shall control; provided, that an action or provision that is permissive under the terms of the 2024 Plan, and required under these PSU T&C’s, shall not be deemed a conflict and these PSU T&C’s shall control. In the event of any ambiguity in these PSU T&C’s, or any matters as to which these PSU T&C’s are silent, the 2024 Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to: (i) interpret the 2024 Plan, (ii) prescribe, amend and rescind rules and regulations relating to the 2024 Plan and (iii) make all other determinations deemed necessary or advisable for the administration of the 2024 Plan. In the event of any conflict between your Award Notice (or any other information posted by Match Group or the Agent online or given to you directly or indirectly through the Agent) and Match Group’s books and records, or (ii) ambiguity in the Award Notice (or any other information posted by Match Group or the Agent online or given to you directly or indirectly through the Agent), Match Group’s books and records shall control.
Amendment
Match Group may modify, amend or waive the terms of your PSUs and any outstanding Dividend Equivalents, prospectively or retroactively, but no such modification, amendment or waiver shall materially impair your rights without your consent, except as required by applicable law, NASDAQ or stock exchange rules, tax rules or accounting rules.
Data Privacy
Data Processing. Match Group and your Employer collects, uses, discloses and otherwise processes certain information about you for purposes of implementing, administering and managing the 2024 Plan. You understand that this information may include, without limitation, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in Match Group or its Subsidiaries, details of all equity awards or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in your favor (the “Personal Data”). The legal basis for the processing of your Personal Data, where required, is performance of this agreement or your consent, if such consent is required under applicable law.
Stock Plan Administration Service Providers. You understand that Match Group transfers your Personal Data, or parts thereof, to Morgan Stanley, an independent service provider based in the U.S., which assists Match Group with the implementation, administration and management of the 2024 Plan. In the future, Match Group may select different service providers and share your Personal Data with such different service providers that serve Match Group in a similar manner. Match Group’s service providers will open an account for you to receive and trade Shares acquired under the 2024 Plan and you may be asked to agree on separate terms and data processing practices with the service provider, which is a condition of any ability to participate in the 2024 Plan.
International Data Transfers. Match Group and, as of the date hereof, Morgan Stanley, are based in the U.S. If you are located outside the U.S., the legal basis, where required, for the transfer of Personal Data to the U.S. is performance of this agreement or your consent, if such consent is required under applicable law.
Data Retention. Match Group will process your Personal Data only as long as is necessary to implement, administer and manage your participation in the 2024 Plan, or to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. In the latter case, you
understand and acknowledge that Match Group’s legal basis, where required, for the processing of your Personal Data would be compliance with the relevant laws or regulations. When Match Group no longer needs Personal Data for any of the above purposes, you understand that Match Group will remove it from its systems.
Data Subject Rights. You understand that data subject rights regarding the processing of personal data vary depending on the applicable law. Additional location-based information on how Match Group and your Employer processes your Personal Data, including information regarding your rights under applicable data protection law are available at:
•California Employee Privacy Policy
•Canadian Employee Privacy Policy
•EU Employee Privacy Policy (FR)
•EU Employee Privacy Policy (ENG)
•EU Employee Privacy Policy (GER)
•APAC Employee Privacy Policy (ENG)
•APAC Employee Privacy Policy (JP)
•Egyptian Employee Privacy Policy
•Brazilian Employee Privacy Policy
You may also find a copy of these policies available on Workday.
Voluntariness and Consequences of Denial/Withdrawal of Consent. If you are located in a jurisdiction where your consent is required to process your Personal Data for the purposes of the 2024 Plan (e.g., South Korea), you understand that any participation in the 2024 Plan and your consent are purely voluntary. You may withdraw your consent at any time, with future effect and for any or no reason. If you withdraw your consent, Match Group cannot offer participation in the 2024 Plan or grant PSUs or other equity awards to you or administer or maintain such awards, and you will not be eligible to participate in the 2024 Plan. You further understand that denial or withdrawal of your consent would not affect your relationship with Match Group and/or your Employer and that you would merely forfeit the opportunities associated with the 2024 Plan.
Data Privacy Consent. If you are located in a jurisdiction where your consent is required to process your Personal Data for the purposes of the 2024 Plan (e.g., South Korea), you acknowledge that you have consented to the collection, use, disclosure, and onward transfer of your Personal Data to Stock Plan Administration Service Providers as outlined in the Notice of Data Processing South Korea.
Nature of Grant
In accepting the PSUs, you acknowledge, understand and agree that:
i.the 2024 Plan is established voluntarily by Match Group, it is discretionary in nature and it may be modified, amended, suspended or terminated by Match Group at any time, to the extent permitted by the 2024 Plan;
ii.no Subsidiary or Affiliate (including, but not limited to, the Employer) has any obligation to make any payment of any kind to you under these PSU T&C’s;
iii.the Award of the PSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of PSUs, or benefits in lieu of PSUs, even if PSUs have been granted in the past;
iv.all decisions with respect to future PSUs or other equity awards, if any, will be at the sole discretion of Match Group;
v.the Award of PSUs and your participation in the 2024 Plan shall not be interpreted as forming or amending an employment or service contract with Match Group or the Employer, and shall not interfere with the ability of Match Group, the Employer or any other Subsidiary or Affiliate, as applicable, to terminate your employment relationship (if any);
vi.you are voluntarily participating in the 2024 Plan;
vii.the PSUs, any Dividend Equivalents and the Shares subject to the PSUs and any Dividend Equivalents, and the income from and value of the same, are not intended to replace any pension rights or compensation;
viii.the PSUs, any Dividend Equivalents and the Shares subject to the PSUs and any Dividend Equivalents, and the income from and value of the same, are not part of normal or expected compensation for purposes of, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
ix.the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; and
x.no claim or entitlement to compensation or damages shall arise from forfeiture of the PSUs or any Dividend Equivalents resulting from the termination of your employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) or from the application of any clawback or recoupment policy adopted by Match Group or imposed by applicable law.
No Advice Regarding Grant
Match Group is not providing any tax, legal or financial advice, nor is Match Group making any recommendations regarding your participation in the 2024 Plan, or your acquisition or sale of the underlying Shares. You should consult with your own personal tax, legal and financial advisors regarding your participation in the 2024 Plan before taking any action related to the 2024 Plan.
Section 409A of the Code
Your Award is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). However, if: (i) any amounts or benefits payable in respect of your Award are determined to be non-qualified deferred compensation within the meaning of Section 409A, (ii) such amounts become payable upon a termination of employment and (iii) you are a “Specified Employee” (as defined under Section 409A) as of the date of your termination of employment, then such amounts or benefits (if any) shall be paid or provided to you in a single lump sum on the earlier of (x) the first day of the seventh month following your termination of employment and (y) your death.
In no event shall Match Group be required to pay you any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A with respect to any amounts or benefits paid to you in respect of your Award.
Language
You acknowledge that you are proficient in the English language, or have consulted with an advisor who is proficient in the English language, so as to enable you to understand the provisions of these PSU T&C’s and the 2024 Plan. If you have received these PSU T&C’s or any other document related to the 2024 Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise required by applicable law.
Appendix
Notwithstanding any provision in these Terms and Conditions for Performance-Based Restricted Stock Units, if you reside outside of and/or are subject to the laws of a country outside the United States, the PSUs (and any Dividend Equivalents) will be subject to additional or different terms and conditions for your country set forth in the Appendix, and by the acceptance of your PSUs, you agree to such additional terms and conditions for your country. Further, if you transfer your residence and/or employment to a country included in the Appendix after the grant of the PSUs, the additional or different terms and conditions for such country will apply to you to the extent Match Group determines, in its sole discretion, that the application of such additional terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of these PSU T&C’s and any reference to the PSU T&C’s herein includes the Appendix.
Severability
The provisions of these PSU T&C’s are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
Imposition of Other Requirements
Match Group reserves the right to impose other requirements on your participation in the 2024 Plan, on the PSUs (and any Dividend Equivalents) and on any Shares acquired under the 2024 Plan, to the extent Match Group determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Compliance with Law
Notwithstanding any other provision of the 2024 Plan or these PSU T&C’s, unless there is an exemption from any registration, qualification or other legal requirement applicable to the Shares, Match Group shall not be required to deliver any shares issuable upon settlement of the PSUs and any Dividend Equivalents prior to the completion of any registration or qualification of the shares under any U.S. or non-U.S. local, state or federal securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. local, state or federal governmental agency, which registration, qualification or approval Match Group shall, in its absolute discretion, deem necessary or advisable. You understand that Match Group is under no obligation to register or qualify the shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares. Further, you agree that Match Group shall have unilateral authority to amend these PSU T&C’s without your consent to the extent necessary to comply with securities or other laws applicable to issuance of shares.
Exchange Control, Foreign Asset/Account and/or Tax Reporting
Depending upon the country to which laws you are subject, you may have certain foreign asset/account and/or tax reporting requirements that may affect your ability to acquire or hold Shares under the 2024 Plan or cash received from participating in the 2024 Plan (including from any dividends or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country of residence. Your country may require that you report such accounts, assets or transactions to the applicable authorities in your country. You also may be required to repatriate cash received from participating in the 2024 Plan to your country within a certain period of time after receipt. You are responsible for knowledge of and compliance with any such regulations and should speak with your personal tax, legal and financial advisors regarding same.
Waiver
You acknowledge that a waiver by Match Group of a breach of any provision of these PSU T&C’s shall not operate or be construed as a waiver of any other provision of these PSU T&C’s, or of any subsequent breach by you or any other Participant.
Governing Law
The Award of PSUs and these PSU T&C’s are governed by, and subject to, the laws of the State of Delaware, without reference to principles of conflict of laws.
Securities Trading Policy
(September 2025)
Background and Purpose
We have adopted this Securities Trading Policy (this “Policy”) to help you comply with U.S. securities laws and to protect the reputation of Match Group, Inc. (“Match Group”) for integrity and ethical conduct. Under the securities laws, it is generally illegal for any person to trade in the securities of Match Group or any other company while in the possession of material non-public information about that company. It is also generally illegal for any such person to give material non-public information about Match Group or any other company to others who then trade based on that information. The consequences of prohibited insider trading or the sharing of material non-public information can be severe for both individuals engaging in such behavior and for Match Group. People who violate the law, as well as Match Group, its directors and officers and the managers of the person violating the rules may be required to pay major civil or criminal penalties and could be subject to private lawsuits in connection with the violation of the insider trading laws.
Scope
This Policy applies to the following: (1) directors, officers, employees, contractors and consultants of Match Group and its subsidiaries; (2) the spouses, domestic partners, minor children (even if financially independent) of such directors, officers, employees, contractors or consultants; (3) anyone to whom Match Group directors, officers, employees, contractors or consultants provide significant financial support; and (4) any entity or account which any of the persons listed above have or share the power, directly or indirectly, to make investment decisions over, whether or not such persons have a financial interest in such entity or account (which we define, together with the persons listed in (2) and (3) above, as “Affiliated Persons and Entities”). This Policy applies to you regardless of where you are located when you trade in Match Group securities.
This Policy governs sales, purchases, gifts and other transfers of all types of securities of Match Group, including common stock, preferred stock, warrants, debt securities and options, puts and calls (“Match Group Securities”). This Policy’s trading restrictions also apply to (i) the sale or transfer of stock you acquire through participation in Match Group’s Employee Stock Purchase Plan or the vesting or exercise of Match Group equity awards, (ii) the cashless exercise of stock options through a broker, and (iii) the trading of Match Group Securities through a retirement or health savings account.
What is “Insider Trading?”
•U.S. securities laws prohibit a person from trading securities if the person possesses material non-public information about the issuer of the securities. These laws also prohibit persons who are aware of such information from disclosing or ‘tipping’ this information to others who may trade.
•Information is material if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision or if it could be expected to affect the market price of a security. Material information can be favorable or unfavorable. What is material is usually determined on a case-by-case basis, in light of all the surrounding circumstances. If it is not clear whether information is material, it should be treated as if it is material.
•Information should be considered non-public if it has not been disclosed in reports filed with the U. S. Securities and Exchange Commission or in a widely disseminated press release. If it is not clear whether information has been sufficiently publicized, it should be treated as if it is non-public.
•Examples of information which could be material include (but are not limited to):
oEarnings reports, projections and other financial information;
oKey performance indicators;
oProposed major spending programs;
oPending or threatened regulatory or litigation proceedings, investigations or the resolution thereof;
oSignificant changes in senior management;
oA pending or proposed merger, acquisition or divestiture of a significant business or significant assets, or the expansion or curtailment of operations;
oSecurities offerings or other financings;
oChanges in debt ratings, or analyst upgrades or downgrades;
oSignificant changes in accounting treatment, write-offs or effective tax rate;
oNew major contracts, suppliers, customers, or the loss thereof;
oNew major product or feature launches;
oCybersecurity incidents, including any breach of information systems that results in the exposure or loss of user information, in particular personal information;
oLiquidity problems;
oChanges in auditors or auditor notification that Match Group may no longer rely on an audit report; and
oStock splits or other corporate actions.
General Securities Trading Policy -- Prohibition of Insider Trading
You may not buy, sell, gift or otherwise transfer Match Group Securities if you are in possession of any material non-public information relating to Match Group, and may transact only when all material information known to you has been available to investors generally for at least two business days, except for transactions with Match Group itself or pursuant to a Rule 10b5-1 trading plan approved in advance by Match Group’s Chief Legal Officer.
Prohibition on “Tipping”
You may not pass on to any person any material non-public information concerning Match Group, whether or not you have any information regarding such person’s intention to engage in any transaction involving Match Group Securities, except to persons within Match Group whose positions require them to know such information. You should not discuss material non-public information concerning Match Group in public places. Additionally, you may not recommend to any
person that such person engage in or refrain from engaging in any transaction involving Match Group Securities if you are in possession of material non-public information regarding Match Group.
Material Non-Public Information and Securities of Other Companies
The foregoing provisions also apply to material non-public information, and transacting in securities, of other companies if you obtain material non-public information relating to such companies in the course of performing your duties for Match Group.
Trading Windows
Match Group encourages an open and transparent workplace culture. To avoid insider trading or the appearance of insider trading, you are permitted to buy, sell, gift or otherwise transfer Match Group Securities only during designated trading windows, which begin on the second trading day following the day on which Match Group publicly releases its annual or quarterly financial results and end on the 7th day of the third month of each fiscal quarter, unless otherwise specified by Match Group’s Chief Legal Officer. Outside of trading windows, no purchases, sales or other transfers of Match Group Securities are permitted, except for transactions with Match Group itself or pursuant to a Rule 10b5-1 trading plan approved in advance by Match Group’s Chief Legal Officer. Even during a trading window, you are prohibited from buying, selling, gifting or otherwise transferring Match Group Securities if you are aware of material non-public information.
The prohibition against trading outside of a trading window also means that brokers cannot fulfill “limit orders” outside of a trading window. All limit orders must be closed out prior to the end of a trading window.
Match Group may restrict trading even during a trading window, as circumstances dictate. In such event, Match Group’s Chief Legal Officer may notify individuals that they should not engage in any transactions involving Match Group Securities. No reasons may be provided, and the closing of the trading window may itself constitute material non-public information that should not be communicated.
Because of their access to confidential information on a regular basis, this Policy subjects directors, executive officers and certain other designated individuals (“Match Group Insiders”) to additional restrictions on trading, which are described in Appendix A attached to this Policy. You will receive notice if you are deemed a Match Group Insider.
Post-Termination Transactions
Upon termination of service as a director, officer, employee, contractor or consultant of Match Group or one of its subsidiaries, you continue to be subject to the restrictions on securities trading contained in the U.S. securities laws, as well as to Match Group’s policy regarding the safeguarding of confidential information. If your service terminates outside of a trading window, you and your Affiliated Persons and Entities will continue to be subject to the trading window requirements described in this Policy until the beginning of the next trading window.
Prohibition on Derivatives and Frequent Trading
You may not at any time engage in transactions in publicly traded options, such as puts, calls, prepaid variable forward contracts and equity swaps, or other derivatives that are designed to hedge or speculate on any change in the market value of or relating to Match Group Securities, or engage in short sales with respect to Match Group Securities. This prohibition extends to all forms of hedging transactions, such as zero-cost collars and forward sale contracts, as they involve the establishment of a short position in Match Group Securities.
Prohibition on Pledging of Securities, Margin Accounts
Pledged securities may be sold by the pledgee without the pledgor’s consent. For example, securities held in a margin account may be sold without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because such a sale or foreclosure may occur at a time when you have material non-public information or are otherwise not permitted to trade in Match Group Securities, you may not pledge Match Group Securities in any manner, including by purchasing Match Group Securities on margin, holding Match Group Securities in an account utilizing margin, or otherwise pledging Match Group securities as collateral for a loan.
Transactions by Affiliated Persons and Entities
This Policy also applies to your Affiliated Persons and Entities. You are responsible for the transactions of Affiliated Persons and Entities and therefore should make them aware of the need to confer with you before they transact in Match Group Securities, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account.
Individual Responsibility
You have ethical and legal obligations to maintain the confidentiality of information about Match Group and to not engage in transactions in Match Group Securities while in possession of material non-public information. In all cases, the responsibility for determining whether you are in possession of material non-public information rests with you, and any action on the part of Match Group, Match Group’s Chief Legal Officer or any other Match Group employee pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws.
Penalties for Insider Trading and Other Violations
Penalties for trading on or impermissibly communicating material non-public information are severe and may be applied against the individual, as well as against Match Group and controlling persons of Match Group. A person can be subject to some or all of the penalties noted below even if they do not personally benefit from the violation. Penalties include but are not limited to:
1.Civil injunctions;
2.Disgorgement of profits;
3.Jail sentences; and
4.Fines.
In addition, any violation of this Policy can be expected to result in serious sanctions by Match Group, including dismissal, suspension without pay, loss of pay or bonus, loss of benefits, demotion or other sanctions, whether or not the violation of Match Group policy or procedure also constituted a violation of law.
Questions
If you have any questions regarding a particular securities transaction, or this Policy generally, please do not hesitate to contact Match Group’s Legal Department.
Appendix A
Additional Procedures for Insiders
Match Group Insiders are subject to additional trading restrictions by virtue of their regular or routine access to material non-public information or by virtue of their involvement with a project that results in knowledge of material non-public information. Match Group Insiders are subject to the following restrictions on trading in Match Group Securities in addition to those set forth elsewhere in this Policy.
•Insiders. Match Group Insiders consist of directors and executive officers of Match Group and such other persons as may be designated from time to time and informed of such status by Match Group’s Chief Legal Officer or such officer’s designee. Affiliated Persons and Entities of the persons listed above are also considered Insiders.
•Pre-Clearance. All purchases, sales, gifts and other transfers of Match Group Securities by Match Group Insiders and their Affiliated Persons and Entities must be approved in advance by Match Group’s Chief Legal Officer or such officer’s designee. Pre-cleared transactions not completed within two business days of the date of approval will require new pre-clearance. Match Group’s Chief Legal Officer may choose to shorten this period in their sole discretion.
It is still the responsibility of each Match Group Insider and their Affiliated Persons and Entities to determine whether or not they have material nonpublic information both when a pre-clearance request is submitted and at the time any trade is executed. Even after obtaining pre-clearance, you may not trade Match Group Securities if you become subject to a blackout period or become aware of material nonpublic information prior to the trade being executed.
Match Group, Inc. Subsidiaries
As of December 31, 2025* | | | | | | | | |
| Entity | | Jurisdiction of Formation |
| | |
| Eureka, Inc. | | Japan |
| GDA, LLC | | Delaware |
| Hinge, Inc. | | Delaware |
| Hyperconnect LLC | | South Korea |
| Match Group Americas, LLC | | Delaware |
| Match Group FinanceCo 2, Inc. | | Delaware |
| Match Group FinanceCo 3, Inc. | | Delaware |
| Match Group Holdings I, LLC | | Delaware |
| Match Group Holdings II, LLC | | Delaware |
| Meetic SAS | | France |
| MTCH Technology Services Limited | | Ireland |
| Plentyoffish Media ULC | | British Columbia |
| Tinder LLC | | Delaware |
* Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of Match Group, Inc. are omitted because, considered in the aggregate as a single subsidiary, they would not constitute a significant subsidiary as of the end of the year covered by this Annual Report on Form 10-K.
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1)Registration Statement (Form S-8 No. 333-239709 and No. 333-236420) pertaining to the 2015 Stock and Annual Incentive Plan of Match Group, Inc.;
(2)Registration Statement (Form S-8 No. 333-239711 and No. 333-236420) pertaining to the 2017 Stock and Annual Incentive Plan of Match Group, Inc.;
(3)Registration Statement (Form S-8, No. 333-236420) pertaining to the 2020 Stock and Annual Incentive Plan of Match Group, Inc.;
(4)Registration Statement (Form S-8, No. 333-239711, No. 333-285335 and 333-289283) pertaining to the 2024 Stock and Annual Incentive Plan of Match Group, Inc.;
(5)Registration Statement (Form S-8, No. 333-257618) pertaining to the Match Group, Inc. 2021 Global Employee Stock Purchase Plan of Match Group, Inc.; and
(6)Registration Statement (Form S-3, No. 333-271669) of Match Group, Inc.
of our reports dated February 26, 2026, with respect to the consolidated financial statements and schedule of Match Group, Inc. and subsidiaries, and the effectiveness of internal control over financial reporting of Match Group, Inc. and subsidiaries, included in this Annual Report (Form 10-K) of Match Group, Inc. and subsidiaries for the year ended December 31, 2025.
New York, New York
February 26, 2026
Exhibit 31.1
Certification
I, Spencer Rascoff, certify that:
1. I have reviewed this report on Form 10-K for the fiscal year ended December 31, 2025 of Match Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| | | | | | | | | | | |
| Dated: | February 26, 2026 | | /s/ SPENCER RASCOFF |
| | | Spencer Rascoff Chief Executive Officer |
Exhibit 31.2
Certification
I, Steven Bailey, certify that:
1. I have reviewed this report on Form 10-K for the fiscal year ended December 31, 2025 of Match Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| | | | | | | | | | | |
| Dated: | February 26, 2026 | | /s/ STEVEN BAILEY |
| | | Steven Bailey Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Spencer Rascoff, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
(1) the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 of Match Group, Inc. (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Match Group, Inc.
| | | | | | | | | | | |
| Dated: | February 26, 2026 | | /s/ SPENCER RASCOFF |
| | | Spencer Rascoff Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Steven Bailey, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
(1) the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 of Match Group, Inc. (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Match Group, Inc.
| | | | | | | | | | | |
| Dated: | February 26, 2026 | | /s/ STEVEN BAILEY |
| | | Steven Bailey Chief Financial Officer |
v3.25.4
Cover Page - USD ($)
|
12 Months Ended |
|
|
Dec. 31, 2025 |
Feb. 20, 2026 |
Jun. 30, 2025 |
| Cover [Abstract] |
|
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10-K
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true
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|
|
| Document Period End Date |
Dec. 31, 2025
|
|
|
| Current Fiscal Year End Date |
--12-31
|
|
|
| Document Transition Report |
false
|
|
|
| Entity File Number |
001-34148
|
|
|
| Entity Registrant Name |
Match Group, Inc.
|
|
|
| Entity Incorporation, State or Country Code |
DE
|
|
|
| Entity Tax Identification Number |
59-2712887
|
|
|
| Entity Address, Address Line One |
8750 North Central Expressway
|
|
|
| Entity Address, Address Line Two |
Suite 1400
|
|
|
| Entity Address, City or Town |
Dallas
|
|
|
| Entity Address, State or Province |
TX
|
|
|
| Entity Address, Postal Zip Code |
75231
|
|
|
| City Area Code |
214
|
|
|
| Local Phone Number |
576-9352
|
|
|
| Title of 12(b) Security |
Common Stock, par value $0.001
|
|
|
| Trading Symbol |
MTCH
|
|
|
| Security Exchange Name |
NASDAQ
|
|
|
| Entity Well-known Seasoned Issuer |
Yes
|
|
|
| Entity Voluntary Filers |
No
|
|
|
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Yes
|
|
|
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Yes
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Large Accelerated Filer
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| Entity Common Stock, Shares Outstanding |
|
232,644,477
|
|
| Entity Public Float |
|
|
$ 7,426,689,174
|
| 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.
|
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| Entity Central Index Key |
0000891103
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2025
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v3.25.4
CONSOLIDATED BALANCE SHEET - USD ($)
$ in Thousands |
Dec. 31, 2025 |
Dec. 31, 2024 |
| ASSETS |
|
|
| Cash and cash equivalents |
$ 1,027,838
|
$ 965,993
|
| Short-term investments |
3,461
|
4,734
|
| Accounts receivable, net of allowance of $304 and $379, respectively |
303,495
|
324,963
|
| Other current assets |
92,500
|
102,072
|
| Total current assets |
1,427,294
|
1,397,762
|
| Property and equipment, net |
131,159
|
158,189
|
| Goodwill |
2,339,350
|
2,310,730
|
| Intangible assets, net |
192,929
|
215,448
|
| Deferred income taxes |
216,057
|
262,557
|
| Other non-current assets |
154,022
|
121,085
|
| TOTAL ASSETS |
4,460,811
|
4,465,771
|
| LIABILITIES |
|
|
| Current maturities of long-term debt, net |
423,580
|
0
|
| Accounts payable |
9,577
|
18,262
|
| Deferred revenue |
151,337
|
166,142
|
| Accrued expenses and other current liabilities |
422,051
|
365,057
|
| Total current liabilities |
1,006,545
|
549,461
|
| Long-term debt, net |
3,549,099
|
3,848,983
|
| Income taxes payable |
43,522
|
33,332
|
| Deferred income taxes |
10,732
|
11,770
|
| Other long-term liabilities |
104,309
|
85,882
|
| Commitments and contingencies |
|
|
| SHAREHOLDERS’ EQUITY |
|
|
| Common stock; $0.001 par value; authorized 1,600,000,000 shares; 300,166,909 and 294,432,137 shares issued; and 232,530,646 and 251,460,397 outstanding at December 31, 2025 and December 31, 2024, respectively |
300
|
294
|
| Additional paid-in capital |
8,721,015
|
8,756,482
|
| Retained deficit |
(5,966,307)
|
(6,579,753)
|
| Accumulated other comprehensive loss |
(422,620)
|
(449,611)
|
| Treasury stock; 67,636,263 and 42,971,740 shares, respectively |
(2,585,892)
|
(1,791,071)
|
| Total Match Group, Inc. shareholders’ equity |
(253,504)
|
(63,659)
|
| Noncontrolling interests |
108
|
2
|
| Total shareholders’ equity |
(253,396)
|
(63,657)
|
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ 4,460,811
|
$ 4,465,771
|
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 38: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 39: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1
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Reference 40: http://www.xbrl.org/2003/role/disclosureRef
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-Section 45
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Reference 41: http://www.xbrl.org/2003/role/disclosureRef
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-Section 45
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-Subparagraph (a)
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Reference 42: http://www.xbrl.org/2003/role/exampleRef
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Reference 48: http://www.xbrl.org/2003/role/disclosureRef
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Reference 49: http://www.xbrl.org/2003/role/disclosureRef
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Reference 50: http://www.xbrl.org/2003/role/disclosureRef
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Reference 51: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section S99
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Reference 52: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 56: http://www.xbrl.org/2003/role/disclosureRef
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Reference 57: http://www.xbrl.org/2003/role/disclosureRef
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v3.25.4
CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($)
$ in Thousands |
Dec. 31, 2025 |
Dec. 31, 2024 |
| Statement of Financial Position [Abstract] |
|
|
| Accounts receivable allowance and reserves |
$ 304
|
$ 379
|
| Common stock, par value (USD per share) |
$ 0.001
|
$ 0.001
|
| Common stock authorized (shares) |
1,600,000,000
|
1,600,000,000
|
| Common stock issued (shares) |
300,166,909
|
294,432,137
|
| Common stock outstanding (shares) |
232,530,646
|
251,460,397
|
| Treasury stock, (shares) |
67,636,263
|
42,971,740
|
| X |
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-Topic 210
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-Paragraph 1
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 20
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-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479344/326-20-45-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
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v3.25.4
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Revenue |
$ 3,487,197
|
$ 3,479,373
|
$ 3,364,504
|
| Operating costs and expenses: |
|
|
|
| Cost of revenue (exclusive of depreciation shown separately below) |
948,374
|
991,273
|
954,014
|
| Selling and marketing expense |
625,541
|
622,100
|
586,262
|
| General and administrative expense |
485,585
|
438,839
|
413,609
|
| Product development expense |
449,508
|
442,175
|
384,185
|
| Depreciation |
67,112
|
87,499
|
61,807
|
| Impairments and amortization of intangibles |
38,548
|
74,175
|
47,731
|
| Total operating costs and expenses |
2,614,668
|
2,656,061
|
2,447,608
|
| Operating income |
872,529
|
823,312
|
916,896
|
| Interest expense |
(147,551)
|
(160,071)
|
(159,887)
|
| Other income, net |
21,025
|
40,815
|
19,772
|
| Income before income taxes |
746,003
|
704,056
|
776,781
|
| Income tax provision |
(132,542)
|
(152,743)
|
(125,309)
|
| Net income |
613,461
|
551,313
|
651,472
|
| Net (income) loss attributable to noncontrolling interests |
(15)
|
(37)
|
67
|
| Net income attributable to Match Group, Inc. shareholders |
$ 613,446
|
$ 551,276
|
$ 651,539
|
| Net earnings per share attributable to Match Group, Inc. shareholders: |
|
|
|
| Basic (USD per share) |
$ 2.53
|
$ 2.12
|
$ 2.36
|
| Diluted (USD per share) |
$ 2.38
|
$ 2.02
|
$ 2.26
|
| Stock-based compensation expense by function: |
|
|
|
| Total stock-based compensation expense |
$ 258,202
|
$ 267,381
|
$ 232,099
|
| Cost of revenue |
|
|
|
| Stock-based compensation expense by function: |
|
|
|
| Total stock-based compensation expense |
6,501
|
7,015
|
5,934
|
| Selling and marketing expense |
|
|
|
| Stock-based compensation expense by function: |
|
|
|
| Total stock-based compensation expense |
11,655
|
12,620
|
9,730
|
| General and administrative expense |
|
|
|
| Stock-based compensation expense by function: |
|
|
|
| Total stock-based compensation expense |
90,402
|
103,554
|
98,510
|
| Product development expense |
|
|
|
| Stock-based compensation expense by function: |
|
|
|
| Total stock-based compensation expense |
$ 149,644
|
$ 144,192
|
$ 117,925
|
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v3.25.4
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Statement of Comprehensive Income [Abstract] |
|
|
|
| Net income |
$ 613,461
|
$ 551,313
|
$ 651,472
|
| Other comprehensive income (loss), net of tax |
|
|
|
| Change in foreign currency translation adjustment |
26,986
|
(64,172)
|
(16,279)
|
| Total other comprehensive income (loss) |
26,986
|
(64,172)
|
(16,279)
|
| Comprehensive income |
640,447
|
487,141
|
635,193
|
| Comprehensive (income) loss attributable to noncontrolling interests: |
|
|
|
| Net (income) loss attributable to noncontrolling interests |
(15)
|
(37)
|
67
|
| Change in foreign currency translation adjustment attributable to noncontrolling interests |
5
|
32
|
(10)
|
| Comprehensive (income) loss attributable to noncontrolling interests |
(10)
|
(5)
|
57
|
| Comprehensive income attributable to Match Group, Inc. shareholders |
$ 640,437
|
$ 487,136
|
$ 635,250
|
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v3.25.4
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - USD ($)
shares in Thousands, $ in Thousands |
Total |
Redeemable Noncontrolling Interests |
Total Match Group, Inc. Shareholders’ Equity |
Common Stock |
Additional Paid-in Capital |
Retained (Deficit) Earnings |
Accumulated Other Comprehensive (Loss) Income |
Treasury Stock |
Noncontrolling Interests |
| Balance at beginning of period at Dec. 31, 2022 |
|
$ 0
|
|
|
|
|
|
|
|
| Increase (Decrease) in Redeemable Noncontrolling Interests |
|
|
|
|
|
|
|
|
|
| Net (loss) income |
|
(184)
|
|
|
|
|
|
|
|
| Purchase of redeemable noncontrolling interests |
|
(295)
|
|
|
|
|
|
|
|
| Adjustment of redeemable noncontrolling interests to fair value |
|
479
|
|
|
|
|
|
|
|
| Balance at end of period at Dec. 31, 2023 |
|
0
|
|
|
|
|
|
|
|
| Balance at beginning of period at Dec. 31, 2022 |
$ (358,881)
|
|
$ (359,875)
|
$ 287
|
$ 8,273,637
|
$ (7,782,568)
|
$ (369,182)
|
$ (482,049)
|
$ 994
|
| Balance at beginning of period (shares) at Dec. 31, 2022 |
|
|
|
286,817
|
|
|
|
|
|
| Increase (Decrease) in Shareholders' Equity |
|
|
|
|
|
|
|
|
|
| Net (loss) income |
651,656
|
|
651,539
|
|
|
651,539
|
|
|
117
|
| Other comprehensive (loss) income, net of tax |
(16,279)
|
|
(16,289)
|
|
|
|
(16,289)
|
|
10
|
| Stock-based compensation expense |
243,826
|
|
243,826
|
|
243,826
|
|
|
|
|
| Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes and employee stock purchase plan |
13,983
|
|
13,983
|
$ 3
|
13,980
|
|
|
|
|
| Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes (shares) |
|
|
|
2,814
|
|
|
|
|
|
| Purchase of treasury stock |
(550,489)
|
|
(550,489)
|
|
|
|
|
(550,489)
|
|
| Adjustment of redeemable noncontrolling interests to fair value |
(479)
|
|
(479)
|
|
(479)
|
|
|
|
|
| Adjustment of noncontrolling interests to fair value |
0
|
|
(2,100)
|
|
(2,100)
|
|
|
|
2,100
|
| Purchase of noncontrolling interest |
(2,404)
|
|
753
|
|
753
|
|
|
|
(3,157)
|
| Noncontrolling interest created by the exercise of subsidiary denominated equity award |
0
|
|
(411)
|
|
(411)
|
|
|
|
411
|
| Other |
(6)
|
|
(6)
|
|
(6)
|
|
|
|
0
|
| Balance at end of period at Dec. 31, 2023 |
(19,073)
|
|
(19,548)
|
$ 290
|
8,529,200
|
(7,131,029)
|
(385,471)
|
(1,032,538)
|
475
|
| Balance at end of period (shares) at Dec. 31, 2023 |
|
|
|
289,631
|
|
|
|
|
|
| Balance at end of period at Dec. 31, 2024 |
|
0
|
|
|
|
|
|
|
|
| Increase (Decrease) in Shareholders' Equity |
|
|
|
|
|
|
|
|
|
| Net (loss) income |
551,313
|
|
551,276
|
|
|
551,276
|
|
|
37
|
| Other comprehensive (loss) income, net of tax |
(64,172)
|
|
(64,140)
|
|
|
|
(64,140)
|
|
(32)
|
| Stock-based compensation expense |
273,942
|
|
273,942
|
|
273,942
|
|
|
|
|
| Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes and employee stock purchase plan |
2,142
|
|
2,142
|
$ 4
|
2,138
|
|
|
|
|
| Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes (shares) |
|
|
|
4,801
|
|
|
|
|
|
| Dividends and dividend equivalents declared |
(48,892)
|
|
(48,892)
|
|
(48,892)
|
|
|
|
|
| Dividend equivalents payable |
1,116
|
|
1,116
|
|
1,116
|
|
|
|
|
| Purchase of treasury stock |
(758,533)
|
|
(758,533)
|
|
|
|
|
(758,533)
|
|
| Adjustment of noncontrolling interests to fair value |
0
|
|
(1,418)
|
|
(1,418)
|
|
|
|
1,418
|
| Purchase of noncontrolling interest |
(1,622)
|
|
397
|
|
397
|
|
|
|
(2,019)
|
| Noncontrolling interest created by the exercise of subsidiary denominated equity award |
150
|
|
0
|
|
|
|
|
|
150
|
| Other |
(28)
|
|
(1)
|
|
(1)
|
|
|
|
(27)
|
| Balance at end of period at Dec. 31, 2024 |
(63,657)
|
|
(63,659)
|
$ 294
|
8,756,482
|
(6,579,753)
|
(449,611)
|
(1,791,071)
|
2
|
| Balance at end of period (shares) at Dec. 31, 2024 |
|
|
|
294,432
|
|
|
|
|
|
| Balance at end of period at Dec. 31, 2025 |
|
$ 0
|
|
|
|
|
|
|
|
| Increase (Decrease) in Shareholders' Equity |
|
|
|
|
|
|
|
|
|
| Net (loss) income |
613,461
|
|
613,446
|
|
|
613,446
|
|
|
15
|
| Other comprehensive (loss) income, net of tax |
26,986
|
|
26,991
|
|
|
|
26,991
|
|
(5)
|
| Stock-based compensation expense |
269,253
|
|
269,253
|
|
269,253
|
|
|
|
|
| Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes and employee stock purchase plan |
(121,884)
|
|
(121,884)
|
$ 6
|
(121,890)
|
|
|
|
|
| Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes (shares) |
|
|
|
5,735
|
|
|
|
|
|
| Dividends and dividend equivalents declared |
(189,621)
|
|
(189,621)
|
|
(189,621)
|
|
|
|
|
| Dividend equivalents payable |
6,961
|
|
6,961
|
|
6,961
|
|
|
|
|
| Purchase of treasury stock |
(794,821)
|
|
(794,821)
|
|
|
|
|
(794,821)
|
|
| Adjustment of noncontrolling interests to fair value |
0
|
|
(75)
|
|
(75)
|
|
|
|
75
|
| Purchase of noncontrolling interest |
(179)
|
|
(95)
|
|
(95)
|
|
|
|
(84)
|
| Noncontrolling interest created by the exercise of subsidiary denominated equity award |
105
|
|
|
|
|
|
|
|
105
|
| Balance at end of period at Dec. 31, 2025 |
$ (253,396)
|
|
$ (253,504)
|
$ 300
|
$ 8,721,015
|
$ (5,966,307)
|
$ (422,620)
|
$ (2,585,892)
|
$ 108
|
| Balance at end of period (shares) at Dec. 31, 2025 |
|
|
|
300,167
|
|
|
|
|
|
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-Topic 250
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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v3.25.4
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Statement of Cash Flows [Abstract] |
|
|
|
| Net income |
$ 613,461
|
$ 551,313
|
$ 651,472
|
| Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
| Stock-based compensation expense |
258,202
|
267,381
|
232,099
|
| Depreciation |
67,112
|
87,499
|
61,807
|
| Impairments and amortization of intangibles |
38,548
|
74,175
|
47,731
|
| Deferred income taxes |
44,935
|
(14,952)
|
26,612
|
| Other adjustments, net |
(593)
|
2,019
|
9,932
|
| Changes in assets and liabilities |
|
|
|
| Accounts receivable |
23,624
|
(29,788)
|
(107,412)
|
| Other assets |
45,914
|
25,337
|
25,055
|
| Accounts payable and other liabilities |
17,228
|
(9,395)
|
(5,961)
|
| Income taxes payable and receivable |
(11,911)
|
22,213
|
(3,337)
|
| Deferred revenue |
(16,140)
|
(43,083)
|
(41,207)
|
| Net cash provided by operating activities |
1,080,380
|
932,719
|
896,791
|
| Cash flows from investing activities: |
|
|
|
| Capital expenditures |
(56,765)
|
(50,578)
|
(67,412)
|
| Other, net |
9,934
|
(7,960)
|
(9,169)
|
| Net cash used in investing activities |
(46,831)
|
(58,538)
|
(76,581)
|
| Cash flows from financing activities: |
|
|
|
| Proceeds from Senior Notes offerings |
700,000
|
0
|
0
|
| Principal payments on Term Loan |
(425,000)
|
0
|
0
|
| Payments to settle exchangeable notes |
(147,825)
|
0
|
0
|
| Debt issuance costs |
(8,811)
|
0
|
0
|
| Proceeds from issuance of common stock pursuant to stock-based awards and employee stock purchase plan |
6,659
|
13,584
|
19,916
|
| Withholding taxes paid on behalf of employees on net settled stock-based awards |
(128,543)
|
(11,441)
|
(5,933)
|
| Purchase of treasury stock |
(788,810)
|
(752,674)
|
(546,198)
|
| Dividends |
(186,255)
|
0
|
0
|
| Purchase of noncontrolling interests |
(84)
|
(1,291)
|
(1,872)
|
| Other, net |
(6,225)
|
(6,482)
|
19
|
| Net cash used in financing activities |
(984,894)
|
(758,304)
|
(534,068)
|
| Total cash provided |
48,655
|
115,877
|
286,142
|
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
13,190
|
(12,324)
|
3,782
|
| Net increase in cash, cash equivalents, and restricted cash |
61,845
|
103,553
|
289,924
|
| Cash, cash equivalents, and restricted cash at beginning of period |
965,993
|
862,440
|
572,516
|
| Cash, cash equivalents, and restricted cash at end of period |
$ 1,027,838
|
$ 965,993
|
$ 862,440
|
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v3.25.4
ORGANIZATION
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
| ORGANIZATION |
NOTE 1—ORGANIZATION Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to help people make meaningful connections. Our global portfolio of brands includes Tinder®, Hinge®, Match®, Meetic®, OkCupid®, Pairs™, Plenty Of Fish®, Azar®, BLK®, and more, each built to increase our users’ likelihood of connecting with others. Through our trusted brands, we provide tailored services to meet the varying preferences of our users. Match Group has four operating segments, Tinder, Hinge, Evergreen and Emerging, and Match Group Asia (“MG Asia”). As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match Group, Inc. and its subsidiaries, unless the context indicates otherwise.
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v3.25.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Accounting Policies [Abstract] |
|
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company, and all entities in which the Company has a controlling financial interest. Intercompany transactions and accounts have been eliminated. Accounting for Investments in Equity Securities Investments in equity securities, other than those of our consolidated subsidiaries, are accounted for at fair value or under the measurement alternative of the Financial Accounting Standards Board’s (“FASB”) equity securities guidance, with any changes to fair value recognized within other income, net each reporting period. Under the measurement alternative, equity investments without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar securities of the same issuer, the value of which is generally determined based on a market approach as of the transaction date. A security will be considered identical or similar if it has identical or similar rights to the equity securities held by the Company. The Company reviews its investments in equity securities without readily determinable fair values for impairment each reporting period when there are qualitative factors or events that indicate possible impairment. Factors we consider in making this determination include negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. When indicators of impairment exist, the Company prepares quantitative assessments of the fair value of our investments in equity securities, which require judgment and the use of estimates. When our assessment indicates that the fair value of the investment is below its carrying value, the Company writes down the investment to its fair value and records the corresponding charge within other income, net. Accounting Estimates Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the fair values of cash equivalents; the carrying value of accounts receivable, including the determination of the allowance for credit losses; the carrying value of right-of-use assets (“ROU assets”); the useful lives and recoverability of definite-lived intangible assets and property and equipment; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of equity securities without readily determinable fair values; contingencies; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets, and other factors that the Company considers relevant. Revenue Recognition The Company accounts for a contract with a customer when it has approval and commitment from all parties, the rights of the parties and payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenue is recognized when control of the promised services is transferred to our customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company’s revenue is primarily derived directly from users in the form of recurring subscriptions. Subscription revenue is presented net of credits and credit card chargebacks. Subscribers pay in advance, primarily by credit card or through mobile app stores, and, subject to certain conditions identified in our terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period, which generally ranges from one week to six months. Revenue is also earned from online advertising and the purchase of à la carte features. Online advertising revenue is recognized when an advertisement is displayed. Revenue from the purchase of à la carte features is recognized based on usage. Revenue associated with offline events is recognized when each event occurs. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed. Transaction Price The objective of determining the transaction price is to estimate the amount of consideration the Company is due in exchange for its services, including amounts that are variable. The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate each reporting period. The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of revenue. For contracts that have an original duration of one year or less, the Company does not consider the time value of money. Assets Recognized from the Costs to Obtain a Contract with a Customer The Company has determined that certain costs, primarily mobile app store fees, meet the requirements to be capitalized as a cost of obtaining a contract. The Company recognizes an asset for these costs if we expect to recover those costs. Mobile app store fees are amortized over the period of contract performance. Specifically, the Company capitalizes and amortizes mobile app store fees as revenue is recognized for both subscription and à la carte features. During the years ended December 31, 2025 and 2024, the Company recognized expense of $692.7 million and $696.6 million, respectively, related to the amortization of these costs. The contract asset balances at December 31, 2025, 2024, and 2023 related to costs to obtain a contract are $23.2 million, $28.6 million, and $33.1 million, respectively, included in “Other current assets” in the accompanying consolidated balance sheet. Accounts Receivables, Net of Allowance for Credit Losses The majority of our users purchase our services through mobile app stores. At December 31, 2025, two mobile app stores accounted for approximately 74% and 19%, respectively, of our gross accounts receivables. The comparable amounts at December 31, 2024 were 78% and 16%, respectively. We evaluate the credit worthiness of these two mobile app stores on an ongoing basis and do not require collateral from these entities. We generally collect these balances between 30 and 45 days following the purchase. Payments made directly through our applications are processed by third-party payment processors. We generally collect these balances within 3 to 5 days following the purchase. The Company also maintains allowances to reserve for potential credits issued to users or other revenue adjustments. The amounts of these reserves are based primarily upon historical experience. Accounts receivable related to indirect revenue include amounts billed and currently due from customers. The Company maintains an allowance for credit losses to provide for the estimated amount of accounts receivable that will not be collected. The allowance for credit losses is based upon historical collection trends adjusted for economic conditions using reasonable and supportable forecasts. The time between the Company issuance of an invoice and payment due date is not significant; customer payments that are not collected in advance of the transfer of promised services are generally due no later than 30 days from invoice date. Deferred Revenue Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of our performance obligation is one year or less. The deferred revenue balances are $151.3 million, $166.1 million, and $211.3 million at December 31, 2025, 2024, and 2023, respectively. During the years ended December 31, 2025 and 2024, the Company recognized $166.1 million and $211.3 million of revenue that was included in the deferred revenue balance as of December 31, 2024 and 2023, respectively. At December 31, 2025 and 2024, there is no non-current portion of deferred revenue. Disaggregation of Revenue The following table presents disaggregated revenue: | | | | | | | For the Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | Indirect Revenue (principally advertising revenue) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
______________________ (a)Primarily consists of the brands Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands. (b)Primarily consists of the brands Pairs™ and Azar®. Cash and Cash Equivalents Cash and cash equivalents include cash and short-term investments, with maturities of less than 91 days from the date of purchase. Domestically, cash equivalents primarily consist of (i) AAA rated government money market funds and (ii) time deposits. Internationally, cash equivalents primarily consist of (i) time deposits and (ii) money market funds. Property and Equipment Property and equipment, including significant improvements, are recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or, in the case of leasehold improvements, the lease term, if shorter. | | | | Buildings and building improvements | | Computer equipment and capitalized software | | Furniture and other equipment | | | |
The Company capitalizes certain internal use software costs including external direct costs utilized in developing or obtaining the software and compensation for personnel directly associated with the development of the software. Capitalization of such costs begins when the preliminary project stage is complete and ceases when the project is substantially complete and ready for its intended purpose. The net book value of capitalized internal use software is $68.6 million and $60.2 million at December 31, 2025 and 2024, respectively. Business Combinations The purchase price of each acquisition is attributed to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets that either arise from a contractual or legal right or are separable from goodwill. The Company typically engages outside valuation experts to assist in the allocation of purchase price to the identifiable intangible assets acquired, but management has ultimate responsibility for the valuation methods, models, and inputs used and the resulting purchase price allocation. The excess purchase price over the net tangible and identifiable intangible assets is recorded as goodwill and assigned to the reporting unit that is expected to benefit from the combination as of the acquisition date. Goodwill and Indefinite-Lived Intangible Assets The Company assesses goodwill on its four reporting units and indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if an event occurs or circumstances indicate that it is more likely than not the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset is below its carrying value. Goodwill When the Company elects to perform a qualitative assessment and concludes it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit’s goodwill is necessary; otherwise, a quantitative assessment is performed to further assess if any goodwill impairment exists. If the Company concludes that it is more likely than not that there may be an impairment, the fair value of each reporting unit will be determined and compared to its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of a reporting unit exceeds its estimated fair value, an impairment loss equal to the excess is recorded. If measuring the estimated fair value of each operating unit, the Company uses a combination of an income approach and a market approach. Under the income approach, a discounted cash flow analysis is performed with assumptions and estimates of forecast operating cash flows including, revenue growth rates, profitability margins, and discount rates, which all vary among reporting units. The market approach utilizes the guideline public companies method and is based on revenue and income multiple data derived from publicly traded peer group companies. There are significant judgments inherent in each analysis, including estimating the amount and timing of expected future cash flows, the selection of appropriate discount rates, and the peer group companies used. The Company performed a qualitative impairment assessment as of October 1, 2025 and 2024 and concluded that it was more likely than not that the fair values of each reporting unit exceeded their carrying values. Indefinite-Lived Intangible Assets The Company has the option to qualitatively assess whether it is more likely than not that the fair values of its indefinite-lived intangible assets are less than their carrying values. The Company performed a qualitative impairment assessment for certain indefinite-lived assets as of October 1, 2025 and concluded that it was more likely than not that the fair values of those indefinite-lived intangible assets exceeded their carrying values. For assets in which a quantitative assessment is performed, the Company determines the fair value of its indefinite-lived intangible assets using an avoided royalty discounted cash flow (“DCF”) valuation analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license the specific trade names and trademarks. The future cash flows are based on the Company’s most recent forecast and budget and, for years beyond the budget, the Company’s estimates are based, in part, on forecasted growth rates. Assumptions used in the avoided royalty DCF analyses, including the discount rate and royalty rate, are assessed when a quantitative assessment is performed based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors. The discount rate used in the Company’s 2025 quantitative assessment as part of the annual indefinite-lived impairment assessment was 14%, and the royalty rate used was 6%. If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment equal to the excess is recorded. At December 31, 2025 and 2024, based on those indefinite-lived intangible assets for which a quantitative analyses was performed, none of the Company’s indefinite-lived intangible assets fair values were identified as being below 110% of their carrying value. While it is believed that the assumptions used in our quantitative analysis were reasonable, changes in these assumptions, including lowering forecasts for revenue and margin, lowering the long-term growth rate, or changes in the future discount rate assumptions, could result in a future impairment. During the third quarter ended September 30, 2024, in connection with our decision to terminate certain of our live streaming services and our Hakuna app, we recognized impairment charges of $28.7 million related to indefinite-lived intangible assets in the Match Group Asia and Evergreen & Emerging segments. For certain assets with no remaining cash flows, the Company fully impaired the asset. For assets with remaining cash flows, the Company conducted discounted cash flow valuations. In connection with the annual impairment assessment, the Company reviews the useful lives for intangible assets and whether events or changes in circumstances indicate that an indefinite life may no longer be appropriate. During the year ended December 31, 2024, the Company reclassified certain indefinite-lived intangible assets with a carrying value of $47.2 million to the definite-lived intangible asset category because these assets were no longer considered to have an indefinite life. No such assets were identified during the year ended December 31, 2025. Long-Lived Assets and Intangible Assets with Definite Lives Long-lived assets, which consist of ROU assets, property and equipment, and intangible assets with definite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. The carrying value of a long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the long-lived asset group exceeds its fair value. Amortization of definite-lived intangible assets is computed either on a straight-line basis or based on the pattern in which the economic benefits of the asset will be realized. During the year ended December 31, 2024, in connection with our decision to terminate certain of our live streaming services and our Hakuna app, we recognized impairment charges of $1.9 million related to definite-lived intangible assets in the Match Group Asia and Evergreen & Emerging segments. Fair Value Measurements The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are: •Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. •Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company’s Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used. •Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. The Company’s non-financial assets, such as goodwill, intangible assets, ROU assets, and property and equipment, are adjusted to fair value only when an impairment is recognized. The Company’s financial assets, comprising of equity securities without readily determinable fair values, are adjusted to fair value when observable price changes are identified or an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs. Advertising Costs Advertising costs are expensed in the period incurred (when the advertisement first runs for production costs that are initially capitalized) and represent online marketing, including fees paid to search engines and social media sites, and offline marketing. Advertising expense is $550.4 million, $546.8 million and $519.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. Legal Costs Legal costs are expensed as incurred. Income Taxes We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. We record a provision for income taxes for the anticipated tax consequences of our reported results of operations using the asset and liability method. Under this method, we recognize deferred income tax assets and liabilities for the future tax consequences of temporary differences between the financial reporting and tax bases of asset and liabilities, as well as for net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be realized or settled. We recognize the deferred income tax effects of a change in tax rates in the period of enactment. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income, and tax planning strategies in assessing the need for a valuation allowance. We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained based on the technical merits of the position. Such tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. This measurement step is inherently difficult and requires subjective estimations of such amounts to determine the probability of various possible outcomes. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustment. We make adjustments to our unrecognized tax benefits when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. Although we believe that we have adequately reserved for our uncertain tax positions, the final outcome of these matters may vary significantly from our estimates. To the extent that the final outcome of these matters is different from the amounts recorded, such differences will affect the income tax provision in the period in which such determination is made, and could have a material impact on our financial condition and operating results. Earnings Per Share Basic earnings per share is computed by dividing net income attributable to Match Group shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur from restricted stock units (“RSUs”), stock options and other commitments to issue common stock using the treasury stock or the as if converted methods, as applicable. See “Note 9—Earnings per Share” for additional information on dilutive securities. Foreign Currency Translation and Transaction Gains and Losses The financial position and operating results of foreign entities whose primary economic environment is based on their local currency are consolidated using the local currency as the functional currency. These local currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local currency revenue and expenses of these operations are translated at average rates of exchange during the period. Translation gains and losses are included in accumulated other comprehensive income as a component of shareholders’ equity. Transaction gains and losses resulting from assets and liabilities denominated in a currency other than the functional currency are included in the consolidated statement of operations as a component of “other (expense) income, net.” See “Note 15—Consolidated Financial Statement Details” for additional information regarding foreign currency exchange gains and losses. Translation gains and losses relating to foreign entities that are liquidated or substantially liquidated are reclassified out of accumulated other comprehensive loss into income. A gain of $0.8 million and less than $0.1 million during the years ended December 31, 2025 and 2024, respectively, is included in “other income, net” in the accompanying consolidated statement of operations. There were no such gains or losses for the year ended December 31, 2023. Stock-Based Compensation Stock-based compensation is measured at the grant date based on the fair value of the award and is generally expensed over the requisite service period. See “Note 10—Stock-based Compensation” for a discussion of the Company’s stock-based compensation plans. Certain Risks and Concentrations The Company’s business is subject to certain risks and concentrations, including dependence on third-party technology providers, exposure to risks associated with online commerce security, and credit card fraud. Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents. Cash and cash equivalents are principally maintained with financial institutions and are not covered by deposit insurance. Recent Accounting Pronouncements Accounting pronouncements adopted by the Company In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, which requires additional disclosures around the income tax rate reconciliation and income taxes paid. The new standard is effective for our reporting on Form 10-K for the year ended December 31, 2025. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU No. 2023-09 disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented. We adopted the new standard on a retrospective basis with the additional required disclosures included in Note 3—Income Taxes. Accounting pronouncements not yet adopted by the Company In November 2024, the FASB issued ASU No. 2024-03, which requires more detailed disclosures about specified categories of expenses, including employee compensation, within certain expense captions presented on the face of the income statement and to disclose selling expenses. ASU No. 2024-03 is effective for our annual reporting on Form 10-K for the year ended December 31, 2027 and within interim periods beginning on our Form 10-Q for the quarter ended March 31, 2028. The new standard may be applied prospectively or retrospectively, and early adoption is permitted. We expect ASU No. 2024-03 to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition. We are currently evaluating when we will adopt the ASU. In November 2024, the FASB issued ASU No. 2024-04, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishment of convertible debt. ASU No. 2024-04 is effective for our annual reporting on Form 10-K for the year ended December 31, 2026. The new standard may be applied prospectively or retrospectively, and early adoption is permitted. We intend to adopt ASU No. 2024-04 for the year ended December 31, 2026. The ASU adoption will only impact our results of operations and financial condition to the extent we have an induced conversion or extinguishment of our convertible debt. In September 2025, the FASB issued ASU No. 2025-06, which updates the accounting for internal use software. The ASU updates the criteria that must be met for entities to begin capitalizing software costs. ASU No. 2025-06 is effective for the Company starting January 1, 2028. The new standard may be adopted prospectively, retrospectively, or via modified prospective transition method, and early adoption is permitted. We are currently evaluating ASU No. 2025-06 and its impact on our results of operations, cash flows, and financial condition and evaluating when we will adopt the ASU. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation.
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v3.25.4
INCOME TAXES
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12 Months Ended |
Dec. 31, 2025 |
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| Income Tax Disclosure [Abstract] |
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| INCOME TAXES |
NOTE 3—INCOME TAXES U.S. and foreign income before income taxes are as follows: The components of the income tax provision (benefit) are as follows: | | | | | | | | | | | | | | | | | | | | | | Current income tax provision: | | | | | | | | | | | | | | | | | | | | | | | | Current income tax provision | | | | | | Deferred income tax provision (benefit): | | | | | | | | | | | | | | | | | | | | | | | | Deferred income tax provision (benefit) | | | | | | | | | | | |
On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (“the Act”). The Act provides changes to U.S. federal tax law, including current expensing of U.S. research expenditures, immediate expensing of eligible capital expenditures, modifications to the limitation of business interest expense, and changes to other tax provisions impacting 2025 and later years. The provisions of the Act resulted in a reduction of 2025 cash tax payments, and we expect a reduction in the cash tax payments for 2026 as well. Additionally, the 2025 effective tax rate was negatively affected by the passage of the Act, primarily due to a lower deduction for U.S. income derived from foreign sources as a result of the current expensing of U.S. research expenditures. We continue to monitor interpretive guidance related to the Act. The impacts of the legislation are reflected in the consolidated financial statements as of and for the year ended December 31, 2025. A number of countries have enacted or are actively drafting legislation to implement the Organization for Economic Cooperation and Development's international tax framework, including the Pillar II minimum tax regime. The Company analyzed the impact of enacted legislation and determined it does not have a material impact to the income tax provision. The Company is continuing to monitor future developments, including the newly-introduced side-by-side safe harbor, which would exclude U.S.-parented multinational enterprises from the scope of certain Pillar II taxes. Cash paid for income taxes, net of refunds received, by jurisdiction are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total income taxes paid, net of refunds received | | | | | |
The tax effects of cumulative temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below. The valuation allowance is primarily related to deferred tax assets for foreign net operating losses. | | | | | | | | | | | | | | | | | | | | Net operating loss carryforwards | | | | | | | | Capitalized research expenses | | | | Disallowed interest carryforwards | | | | | | | | | | | | | | | | | | | | | | | | Total deferred tax assets | | | | | | | | Deferred tax assets, net of valuation allowance | | | | Deferred tax liabilities: | | | | | | | | | | | | | | | | | | | | Total deferred tax liabilities | | | | | | | |
Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when the taxes are paid or recovered. At December 31, 2025, the Company has federal and state net operating losses (“NOLs”) of $5.0 million and $141.2 million, respectively. While subject to limitation under Section 382 of the Internal Revenue code, federal NOLs of $5.0 million are expected to be used through 2037. Of the state NOLs, $1.3 million can be carried forward indefinitely and $139.9 million will expire at various times between 2026 and 2045. State NOLs of $100.4 million can be used against future taxable income without restriction and the remaining NOLs are subject to separate return limitations under applicable state law. At December 31, 2025, the Company has foreign NOLs of $625.4 million available to offset future income. Of these foreign NOLs, $108.9 million can be carried forward indefinitely and $516.5 million will expire at various times between 2026 and 2042. Foreign NOLs of $564.6 million can be used against future taxable income without restriction and the remaining NOLs are subject to limitation under each respective taxing jurisdiction’s law. During 2025, the Company recognized tax benefits related to NOLs of $1.1 million. At December 31, 2025, the Company has foreign disallowed interest carryforwards of $51.7 million that can be carried forward indefinitely and can be used against future taxable income. At December 31, 2025, the Company has tax credit carryforwards of $65.3 million. Of this amount, $63.6 million relates to state and foreign tax credits for research activities, of which $6.3 million will expire at various times between 2032 and 2045. Additionally, the Company has $1.7 million of other credits, primarily consisting of foreign employment tax credits which expire at various times between 2031 and 2032. The Company regularly assesses the realizability of deferred tax assets considering all available evidence, including, to the extent applicable, the nature, frequency, and severity of prior cumulative losses, forecasts of future taxable income, tax filing status, the duration of statutory carryforward periods, available tax planning and historical experience. During the year ended December 31, 2025, we recorded a $4.5 million net increase to the valuation allowance, primarily related to an increase in the foreign disallowed interest carryforwards. At December 31, 2025, the Company had a valuation allowance of $161.2 million related to the portion of NOLs, credits, and other deferred tax assets for which it is more likely than not that the tax benefit will not be realized. A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income tax provision at the federal statutory rate | | | | | | | | | | | | State income taxes, net of federal benefit(a) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Change in valuation allowance | | | | | | | | | | | | | | | | | | | | | | | | Other foreign jurisdictions | | | | | | | | | | | | Effect of cross-border tax laws | | | | | | | | | | | | Foreign derived intangible income deduction | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Change in valuation allowance | | | | | | | | | | | | Nontaxable or nondeductible items | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Changes in uncertain tax positions | | | | | | | | | | | | | | | | | | | | | | | |
______________________ (a)The majority (greater than 50%) of the tax effect in this category was made up of New Jersey, New York, and New York City in 2025; Illinois, New Jersey, New York, New York City, and Pennsylvania in 2024; and California, Illinois, New Jersey, New York, Pennsylvania and South Carolina in 2023. The 2025 income tax provision was impacted by benefits from a lower tax rate on U.S. income derived from foreign sources and research credits. The 2024 income tax provision was impacted by nondeductible stock-based compensation and state income taxes partially offset by benefits from a lower tax rate on U.S. income derived from foreign sources and research credits. The 2023 income tax provision benefited primarily from (i) the release of a valuation allowance associated with U.S. foreign tax credits that we now expect to utilize, (ii) a lower tax rate on U.S. income derived from foreign sources, and (iii) the generation of research credits. These benefits were partially offset by state income taxes and nondeductible stock-based compensation. A reconciliation of the beginning and ending amount of unrecognized tax benefits, including penalties but excluding interest, is as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Additions based on tax positions related to the current year | | | | | | Additions for tax positions of prior years | | | | | | Reductions for tax positions of prior years | | | | | | | | | | | | Expiration of applicable statute of limitations | | | | | | | | | | | |
The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Our income tax provision for each of the years ended December 31, 2025, 2024, and 2023, includes an increase (decrease) of interest and penalties of $2.0 million, $0.7 million, and $(0.3) million, respectively. At December 31, 2025 and 2024, noncurrent income taxes payable include accrued interest and penalties of $3.6 million and $1.6 million, respectively. Match Group is routinely under audit by federal, state, local, and foreign authorities in the area of income tax. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service (“IRS”) has substantially completed its audit of the Company’s federal income tax returns for years through December 31, 2019. Although the 2020 and 2021 tax years are closed to assessment, adjustments to taxable income may still be made if it impacts net operating loss or credit carryforwards coming out of that year. Returns filed in various other jurisdictions are open to examination for tax years beginning with 2015. Although we believe that we have adequately reserved for our uncertain tax positions, the final tax outcome of these matters may vary significantly from our estimates. At December 31, 2025 and 2024, unrecognized tax benefits, including interest, were $64.0 million and $50.3 million, respectively. If unrecognized tax benefits at December 31, 2025 are subsequently recognized, $58.5 million, net of related interest, would reduce income tax expense. The comparable amount as of December 31, 2024 was $46.6 million. Generally, our ability to distribute the $339.9 million cash and cash equivalents held by our foreign subsidiaries at December 31, 2025 is limited to that subsidiary’s distributable reserves and after considering other corporate legal restrictions. To the extent distributable from earnings, most foreign cash can be repatriated without significant tax costs. The remaining excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries is indefinitely reinvested, and the determination of any deferred tax liability on this amount is not practicable.
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v3.25.4
GOODWILL AND INTANGIBLE ASSETS
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Goodwill and Intangible Assets Disclosure [Abstract] |
|
| GOODWILL AND INTANGIBLE ASSETS |
NOTE 4—GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets, net, are as follows: | | | | | | | | | | | | | | | | | | | | Intangible assets with indefinite lives | | | | Intangible assets with definite lives, net | | | | Total goodwill and intangible assets, net | | | |
The following table presents the balance of goodwill, including the changes in the carrying value of goodwill, for the years ended December 31, 2025 and 2024: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance at December 31, 2023 | | | | | | | | | | | Foreign Exchange Translation | | | | | | | | | | | | | | | | | | | | | | Reallocation to segments in the third quarter of 2024(a) | | | | | | | | | | | Foreign Exchange Translation | | | | | | | | | | | Balance at December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | Foreign Exchange Translation | | | | | | | | | | | Balance at December 31, 2025 | | | | | | | | | | |
______________________ (a)Represents the reallocation of goodwill to four reporting units. As a result of the change to our operating segments in the third quarter of 2024, we reassessed our reporting units and determined that the four operating segments are also our reporting units for the purpose of evaluating goodwill for impairment. The Company re-allocated goodwill to each of the four reporting units based on their relative fair values as of September 30, 2024. This change in reporting units is considered a triggering event that requires a goodwill impairment assessment to be performed immediately before and after the change. There was no goodwill impairment identified in either the before or after impairment tests. During the year ended December 31, 2024, in connection with our decision to terminate certain of our live streaming services and our Hakuna app, we recognized impairment charges of $30.6 million related to indefinite- and definite-lived intangible assets in the Match Group Asia and Evergreen & Emerging segments. For certain assets with no remaining cash flow, the Company fully impaired the asset. For assets with remaining cash flows, the Company conducted discounted cash flow valuations. The Company also reclassified an indefinite-lived intangible asset with a carrying value of $47.2 million to the definite-lived intangible asset category during the year ended December 31, 2024 because the asset is no longer considered to have an indefinite life. Intangible assets with indefinite lives are trade names and trademarks acquired in various acquisitions. At December 31, 2025 and 2024, intangible assets with definite lives are as follows: | | | | | | | | | | | | | | | | | Weighted- Average Useful Life (Years) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | Weighted- Average Useful Life (Years) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2025, amortization of intangible assets with definite lives is estimated to be as follows:
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-Topic 350
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-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/350-30/tableOfContent
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v3.25.4
FINANCIAL INSTRUMENTS
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Fair Value Disclosures [Abstract] |
|
| FINANCIAL INSTRUMENTS |
NOTE 5—FINANCIAL INSTRUMENTS Equity securities without readily determinable fair values At December 31, 2025 and 2024, the carrying value of the Company’s investments in equity securities without readily determinable fair values totaled $33.3 million and $19.3 million, respectively, and is included in “Other non-current assets” in the accompanying consolidated balance sheet. The cumulative downward adjustments (including impairments) and cumulative upward adjustments to the carrying value of equity securities without readily determinable fair values held as of December 31, 2025 were $2.2 million and $6.7 million, respectively. For the year ended December 31, 2025, we recognized impairments of $0.1 million and upward adjustments of $6.7 million, which are included in “Other income (expense), net” in the accompanying consolidated statement of operations. For the year ended December 31, 2024, there were no adjustments, either downward or upward, to the carrying value of equity securities without readily determinable fair values. Fair Value Measurements The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis: | | | | | | | | | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Total Fair Value Measurements | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Digital assets (cost basis of $10,167) | | | | | | | | | | | |
| | | | | | | | | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Total Fair Value Measurements | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial instruments measured at fair value only for disclosure purposes The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current maturities of long-term debt, net (a)(b) | | | | | | | | Long-term debt, net (a)(b) | | | | | | | |
______________________ (a)At December 31, 2025, the carrying value of current maturities of long-term debt, net includes unamortized debt issuance costs of $0.3 million. At December 31, 2025 and 2024, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $25.9 million and $26.0 million, respectively. (b)At December 31, 2025, the fair value of the outstanding 2026 Exchangeable Notes and 2030 Exchangeable Notes is $417.0 million and $517.0 million, respectively. At December 31, 2024, the fair value of the outstanding 2026 Exchangeable Notes and 2030 Exchangeable Notes is $541.2 million and $498.0 million, respectively. At December 31, 2025 and 2024, the fair value of long-term debt, net is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs.
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- DefinitionThe entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
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-Topic 820
-SubTopic 10
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-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107
Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100
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-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
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-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A
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-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E
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-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A
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-Topic 820
-SubTopic 10
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-Section 50
-Paragraph 6A
-Subparagraph (f)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A
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-Subparagraph (e)
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-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A
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-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
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-Topic 820
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-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
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-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1
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v3.25.4
LONG-TERM DEBT, NET
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Debt Disclosure [Abstract] |
|
| LONG-TERM DEBT, NET |
NOTE 6—LONG-TERM DEBT, NET Long-term debt, net consists of: | | | | | | | | | | | | | | | | Credit Facility due March 20, 2029(a) | | | | Term Loan due February 13, 2027 | | | | 5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15 | | | | 4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1 | | | | 5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15 | | | | 4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1 | | | | 3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1 | | | | 6.125% Senior Notes due September 15, 2033 (the “6.125% Senior Notes”); interest payable each March 15 and September 15, commencing on March 15, 2026 | | | | 0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15 | | | | 2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15 | | | | | | | | Less: Current maturities of long-term debt | | | | Less: Unamortized original issue discount | | | | Less: Unamortized debt issuance costs | | | | Total long-term debt, net | | | |
______________________ (a)Subject to springing maturity, described below. The following diagram illustrates where debt is held in our corporate structure as of December 31, 2025. Credit Facility and Term Loan MG Holdings II is the borrower under a credit agreement (as amended, the “Credit Agreement”) that provides for the Credit Facility and the Term Loan. The maturity date of the Credit Facility is the earlier of (x) March 20, 2029 and (y) the date that is 91 days prior to the maturity date of the existing senior notes due 2027, 2028, or 2029, or any new indebtedness used to refinance such senior notes that matures prior to the date that is 91 days after March 20, 2029, in each case if and only if at least $250 million in aggregate principal amount of such debt is outstanding on such date. At both December 31, 2025 and 2024, the Credit Facility has a borrowing capacity of $500 million. At both December 31, 2025 and 2024, there were no outstanding borrowings, $0.6 million in outstanding letters of credit, and $499.4 million of availability under the Credit Facility. The annual commitment fee on undrawn funds, which is based on MG Holdings II’s consolidated net leverage ratio, was 25 basis points as of December 31, 2025. Borrowings under the Credit Facility bear interest, at MG Holdings II’s option, at a base rate or a term secured overnight financing rate plus an applicable adjustment (“Adjusted Term SOFR”), plus an applicable margin based on MG Holdings II’s consolidated net leverage ratio. If MG Holdings II borrows under the Credit Facility, it will be required to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0. On January 21, 2025, we repaid the $425 million Term Loan in full utilizing cash on hand. At December 31, 2024, the outstanding balance on the Term Loan was $425 million. The Term Loan bore interest at Adjusted Term SOFR plus 1.75% and the applicable rate was 6.22% at December 31, 2024. The Credit Agreement includes covenants that would limit the ability of MG Holdings II to pay dividends, make distributions, or repurchase MG Holdings II’s stock in the event MG Holdings II’s secured net leverage ratio exceeds 4.25 to 1.0, or if an event of default has occurred. The Credit Agreement includes additional covenants that limit the ability of MG Holdings II and its subsidiaries to, among other things, incur indebtedness, pay dividends, or make distributions. Obligations under the Credit Facility are unconditionally guaranteed by certain MG Holdings II wholly-owned domestic subsidiaries and are also secured by the stock of certain MG Holdings II domestic and foreign subsidiaries. The outstanding borrowings, if any, under the Credit Facility have priority over the Senior Notes to the extent of the value of the assets securing the borrowings under the Credit Agreement. Senior Notes The 6.125% Senior Notes were issued on August 20, 2025. The proceeds from these notes will be used to repay all of the outstanding 2026 Exchangeable Notes at, or prior to, their maturity and for general corporate purposes. At any time prior to September 15, 2028, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes be redeemed at the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date: The 3.625% Senior Notes were issued on October 4, 2021. The proceeds from these notes were used to redeem a portion of the then outstanding 0.875% Exchangeable Senior Notes due October 1, 2022 and for general corporate purposes. At any time prior to October 1, 2026, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date: The 4.625% Senior Notes were issued on May 19, 2020, and are currently redeemable at par, together with accrued and unpaid interest. The proceeds from these notes were used to redeem then outstanding senior notes, to pay expenses associated with the offering, and for general corporate purposes. The 4.125% Senior Notes were issued on February 11, 2020. The proceeds from these notes were used to fund a portion of a distribution in 2020. At any time prior to May 1, 2025, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date: The 5.625% Senior Notes were issued on February 15, 2019, and are currently redeemable. The proceeds from these notes were used to repay outstanding borrowings under the Credit Facility, to pay expenses associated with the offering, and for general corporate purposes. These notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date: The 5.00% Senior Notes were issued on December 4, 2017, and are currently redeemable at par, together with accrued and unpaid interest. The proceeds, along with cash on hand, were used to redeem then outstanding senior notes and pay the related call premium. The indenture governing the 5.00% Senior Notes contains covenants that would limit MG Holdings II’s ability to pay dividends or to make distributions and repurchase or redeem MG Holdings II’s stock in the event a default has occurred or MG Holdings II’s consolidated leverage ratio (as defined in the indenture) exceeds 5.0 to 1.0. At December 31, 2025, there were no limitations pursuant thereto. There are additional covenants in the 5.00% Senior Notes indenture that limit the ability of MG Holdings II and its subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the event MG Holdings II is not in compliance with specified financial ratios, and (ii) incur liens, enter into agreements restricting their ability to pay dividends, enter into transactions with affiliates, or consolidate, merge, or sell substantially all of their assets. The indentures governing the 3.625%, 4.125%, 4.625%, 5.625%, and 6.125% Senior Notes are less restrictive than the indentures governing the 5.00% Senior Notes and generally only limit MG Holdings II’s and its subsidiaries’ ability to, among other things, create liens on assets, or consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets. The Senior Notes all rank equally in right of payment. Exchangeable Notes During 2019, Match Group FinanceCo 2, Inc. and Match Group FinanceCo 3, Inc., direct, wholly-owned subsidiaries of the Company, issued $575.0 million aggregate principal amount of 2026 Exchangeable Notes and $575.0 million aggregate principal amount of 2030 Exchangeable Notes, respectively. The 2026 and 2030 Exchangeable Notes (collectively the “Exchangeable Notes”) are guaranteed by the Company but are not guaranteed by MG Holdings II or any of its subsidiaries. The following table presents details of the outstanding exchangeable features: | | | | | | | Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable(a) | | Approximate Equivalent Exchange Price per Share(a) | | | | | | | | | | | | | | |
______________________ (a)Subject to adjustment upon the occurrence of specified events. As more specifically set forth in the applicable indentures, the Exchangeable Notes are exchangeable under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price on each applicable trading day; (2) during the five-business day period after any five-consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the exchange rate on each such trading day; (3) if the issuer calls the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events as further described in the indentures governing the respective Exchangeable Notes. On or after the respective exchangeable dates noted in the table above, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion of their Exchangeable Notes regardless of the foregoing conditions. Upon exchange, the issuer, in its sole discretion, has the option to settle the Exchangeable Notes with any of the three following alternatives: (1) shares of the Company’s common stock, (2) cash, or (3) a combination of cash and shares of the Company's common stock. It is the Company’s intention to settle the Exchangeable Notes with cash equal to the face amount of the notes upon exchange. Any dilution arising from the 2026 and 2030 Exchangeable Notes would be mitigated by the 2026 and 2030 Exchangeable Notes Hedges (defined below), respectively. There were not any 2026 or 2030 Exchangeable Notes presented for exchange during the years ended December 31, 2025 and 2024. Neither of the 2026 and 2030 Exchangeable Notes were exchangeable as of December 31, 2025. On September 8, 2025, we repurchased $76.4 million aggregate principal amount of 2026 Exchangeable Notes for $74.4 million in cash. The gain on extinguishment of the notes of $1.8 million is included in “other income, net” in the accompanying consolidated statement of operations. Additionally, on November 13, 2025, we repurchased $74.8 million aggregate principal amount of 2026 Exchangeable Notes for $73.4 million in cash. The gain on extinguishment of the notes of $1.2 million is included in “other income, net” in the accompanying consolidated statement of operations. At both December 31, 2025 and December 31, 2024, there was no value in excess of the principal of each of the 2026 and 2030 Exchangeable Notes outstanding on an if-converted basis using the Company’s stock price on December 31, 2025 and December 31, 2024, respectively. Additionally, all or any portion of the 2026 Exchangeable Notes may be redeemed for cash at the respective issuer’s option, at any time and, for the 2030 Exchangeable Notes, on or after July 20, 2026, if the last reported sale price of the Company’s common stock has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which the notice of redemption is provided, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the applicable issuer provides notice of redemption, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The following table sets forth the components of the outstanding Exchangeable Notes as of December 31, 2025 and 2024: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Less: unamortized debt issuance costs | | | | | | | | Net carrying value included in current maturities of long- term debt, net | | | | | | | | Net carrying value included in long-term debt, net | | | | | | | |
The following table sets forth interest expense recognized related to the Exchangeable Notes for the years ended December 31, 2025, 2024, and 2023: | | | | Year Ended December 31, 2025 | | | | | | | | | | | | Contractual interest expense | | | | Amortization of debt issuance costs | | | | Total interest expense recognized | | | |
| | | | Year Ended December 31, 2024 | | | | | | | | | | | | Contractual interest expense | | | | Amortization of debt issuance costs | | | | Total interest expense recognized | | | |
| | | | Year Ended December 31, 2023 | | | | | | | | | | | | Contractual interest expense | | | | Amortization of debt issuance costs | | | | Total interest expense recognized | | | |
The effective interest rates for the 2026 and 2030 Exchangeable Notes are 1.2% and 2.2%, respectively. Exchangeable Notes Hedges and Warrants In connection with the Exchangeable Notes offerings, the Company purchased call options allowing the Company to purchase initially (subject to adjustment upon the occurrence of specified events) the same number of shares that would be issuable upon the exchange of the applicable Exchangeable Notes at the price per share set forth below (the “Exchangeable Notes Hedges”), and sold warrants allowing the counterparty to purchase (subject to adjustment upon the occurrence of specified events) shares at the per share price set forth below (the “Exchangeable Notes Warrants”). The Exchangeable Notes Hedges are expected to reduce the potential dilutive effect on the Company’s common stock upon any exchange of notes and/or offset any cash payment Match Group FinanceCo 2, Inc. or Match Group FinanceCo 3, Inc. is required to make in excess of the principal amount of the exchanged notes. The Exchangeable Notes Warrants have a dilutive effect on the Company’s common stock to the extent that the market price per share of the Company’s common stock exceeds their respective strike prices. In connection with the repurchase of $151.1 million in aggregate principal amount of 2026 Exchangeable Notes in 2025; 1.8 million underlying shares of the Exchangeable Notes Hedges and Exchangeable Notes Warrants relating to the 2026 Exchangeable Notes were settled for no value. The following tables present details of the Exchangeable Notes Hedges and Warrants outstanding at December 31, 2025: | | | | | | | Approximate Equivalent Exchange Price per Share(a) | | | | | | | 2026 Exchangeable Notes Hedges | | | | 2030 Exchangeable Notes Hedges | | | |
| | | | | | | Weighted Average Strike Price per Share(a) | | | | | | | 2026 Exchangeable Notes Warrants | | | | 2030 Exchangeable Notes Warrants | | | |
______________________ (a)Subject to adjustment upon the occurrence of specified events. Long-term debt maturities | | Years Ending December 31, | | | | | | | | | | | | | | | | | | Less: Current maturities of long-term debt | | Less: Unamortized original issue discount | | Less: Unamortized debt issuance costs | | Total long-term debt, net | |
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v3.25.4
SHAREHOLDERS' EQUITY
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Stockholders' Equity Note [Abstract] |
|
| SHAREHOLDERS' EQUITY |
NOTE 7—SHAREHOLDERS’ EQUITY Description of Common Stock Holders of Match Group common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of Match Group common stock are entitled to receive, share for share, such dividends as may be declared by Match Group’s Board of Directors out of funds legally available therefor. In the event of a liquidation, dissolution, or winding up, holders of the Company’s common stock are entitled to receive, ratably, the assets available for distribution to stockholders after payment of all liabilities. Reserved Common Shares In connection with equity compensation plans, the Exchangeable Notes, and Exchangeable Notes Warrants, 59.3 million shares of Match Group common stock are reserved at December 31, 2025. Common Stock Repurchases In January 2024, the Board of Directors approved a share repurchase program of up to $1.0 billion in aggregate value of shares of Match Group stock (the “January 2024 Share Repurchase Program”). On December 10, 2024, the Board of Directors authorized a new repurchase program of up to $1.5 billion in aggregate value of shares of Match Group common stock (the “December 2024 Share Repurchase Program”). The December 2024 Share Repurchase Program took effect when the January 2024 Share Repurchase Program was exhausted in April 2025. Under the December 2024 Share Repurchase Program, shares of our common stock may be purchased on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans. The December 2024 Share Repurchase Program may be suspended or discontinued at any time. During the years ended December 31, 2025, 2024, and 2023, we repurchased 24.7 million, 22.2 million and 13.5 million shares of our common stock, respectively, for aggregate consideration, on a trade date basis, of $788.8 million, $752.7 million and $546.2 million, respectively. Preferred Stock The Company has authorized 100,000,000 shares, $0.01 par value per share, of preferred stock. No shares have been issued under this authorization. Dividends During the year ended December 31, 2025, total cash dividend payments were $186.3 million. No cash dividends were paid during the years ended December 31, 2024 or 2023. On February 3, 2026, the Company’s Board of Directors declared a cash dividend of $0.20 per share of outstanding common stock, to stockholders of record as of the close of business on April 7, 2026, payable on April 21, 2026.
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v3.25.4
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Equity [Abstract] |
|
| ACCUMULATED OTHER COMPREHENSIVE LOSS |
NOTE 8—ACCUMULATED OTHER COMPREHENSIVE LOSS The following tables present the components of accumulated other comprehensive loss. For the years ended December 31, 2025, 2024, and 2023, the Company’s accumulated other comprehensive loss relates to foreign currency translation adjustments. | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other comprehensive income (loss) | | | | | | Amounts reclassified into income | | | | | | Net current period other comprehensive income (loss) | | | | | | | | | | | |
At December 31, 2025, 2024, and 2023, there was no tax benefit or provision on the accumulated other comprehensive loss.
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v3.25.4
EARNINGS PER SHARE
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Earnings Per Share [Abstract] |
|
| EARNINGS PER SHARE |
NOTE 9—EARNINGS PER SHARE The following table sets forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (In thousands, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | Net (income) loss attributable to noncontrolling interests | | | | | | | | | | | | Impact from subsidiaries' dilutive securities | | | | | | | | | | | | Dilutive impact of Exchangeable Notes, net of income tax(a) | | | | | | | | | | | | Net income attributable to Match Group, Inc. shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted average basic shares outstanding | | | | | | | | | | | | Dilutive securities(b)(c) | | | | | | | | | | | | Dilutive shares from Exchangeable Notes, if-converted(a) | | | | | | | | | | | | Denominator for earnings per share— weighted average shares(b)(c) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Earnings per share attributable to Match Group, Inc. shareholders | | | | | | | | | | | |
______________________ (a)The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Notes. For the years ended December 31, 2025, 2024 and 2023, the Company adjusted net income attributable to Match Group, Inc. shareholders for the cash interest expense, net of income taxes, incurred on the 2026 and 2030 Exchangeable Notes. Dilutive shares were also included for the same series of Exchangeable Notes. (b)If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options, warrants, and subsidiary denominated equity and vesting of restricted stock units. For the years ended December 31, 2025, 2024, and 2023, 15.5 million, 17.3 million, and 15.9 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (c)Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods. For the years ended December 31, 2025, 2024, and 2023, 2.7 million, 3.0 million, and 3.2 million market-based awards and PSUs, respectively, were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.
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v3.25.4
STOCK-BASED COMPENSATION
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Share-Based Payment Arrangement [Abstract] |
|
| STOCK-BASED COMPENSATION |
NOTE 10—STOCK-BASED COMPENSATION The Company currently has one active stock and annual incentive plan, which was approved by shareholders on June 21, 2024, and subsequently amended and restated with shareholder approval on June 18, 2025 (the 2024 plan). The Company also has three stock and annual incentive plans that have expired or no longer have shares available for the future grant of equity awards pursuant to which certain equity awards remain outstanding and which were adopted in 2015, 2017, and 2020. The 2015, 2017, and 2024 plans cover stock options to acquire shares of Match Group common stock, RSUs, PSUs, and stock settled stock appreciation rights denominated in the equity of certain of our subsidiaries. The 2024 plan authorizes the Company to grant awards to its employees, officers, directors and consultants. At December 31, 2025, there were 18.7 million shares available for the future grant of equity awards under the 2024 plan. The 2020 plan covers certain stock options granted in 2020. The 2024 plan has a stated term of ten years and provides that the exercise price of stock options granted will not be less than the market price of the Company’s common stock on the grant date. The 2024 plan does not specify grant dates or vesting schedules of awards as those determinations have been delegated to the Compensation and Human Resources Committee of Match Group’s Board of Directors (the “Committee”). Each grant agreement reflects the vesting schedule for that particular grant as determined by the Committee. RSUs, PSUs, and market-based awards outstanding generally vest over a three- or four-year period. Stock-based compensation expense recognized in the consolidated statement of operations includes expense related to the Company’s stock options, RSUs, market-based awards, PSUs for which vesting is considered probable, and equity instruments denominated in shares of subsidiaries. The amount of stock-based compensation expense recognized is net of estimated forfeitures, as the expense recorded is based on awards that are ultimately expected to vest. The forfeiture rate is estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods if actual forfeitures differ from the estimated rate. At December 31, 2025, there is $304.6 million of unrecognized compensation cost, net of estimated forfeitures, related to all outstanding equity-based awards, which is expected to be recognized over a weighted average period of approximately 1.9 years. The total income tax benefit recognized in the accompanying consolidated statement of operations for the years ended December 31, 2025, 2024, and 2023 related to all stock-based compensation is $55.0 million, $28.7 million and $16.3 million, respectively. The aggregate income tax benefit recognized related to the exercise of stock options for the years ended December 31, 2025, 2024, and 2023 is $19.8 million, $5.8 million, and $3.2 million, respectively. Stock Options Stock options outstanding at December 31, 2025 and changes during the year ended December 31, 2025 are as follows: | | | | | | | | | | | | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Term (In Years) | | | | | | | | | | | | (Shares and intrinsic value in thousands) | Outstanding at January 1, 2025 | | | | | | | | | | | | | | | | | | | | | | | | Outstanding and exercisable at December 31, 2025 | | | | | | | |
The aggregate intrinsic value in the table above represents the difference between Match Group’s closing stock price on the last trading day of 2025 and the exercise price, multiplied by the number of in-the-money options that would have been exercised had option holders exercised their options on December 31, 2025. The total intrinsic value of stock options exercised during the years ended December 31, 2025 and 2024 is $28.2 million and $6.9 million, respectively. Cash received from Match Group stock option exercises for the years ended December 31, 2025, 2024, and 2023 was $0.4 million, $6.5 million, and $13.0 million, respectively. Restricted Stock Units, Performance-Based Stock Units, and Market-Based Awards RSUs, PSUs, and market-based awards are awards in the form of phantom shares or units denominated in a hypothetical equivalent number of shares of Match Group common stock. For market-based awards, the grant date fair value was estimated using (i) for awards that vest based on the Company’s market performance relative to other publicly-traded companies, a lattice model that incorporates a Monte Carlo simulation of the Company’s total shareholder return relative to companies within the Nasdaq 100 Index or Nasdaq composite index over various performance periods (“rTSR Awards”) or (ii) for an award that vests based on the Company’s stock price, a lattice model that incorporates a Monte Carlo simulation of the Company’s stock price over various performance periods (“Value Creation Award”). Each RSU, PSU, and market-based award is subject to service-based vesting, where a specific period of continued employment must pass before an award vests. PSUs also include performance-based vesting conditions where certain performance targets set at the time of grant must be achieved before an award vests. The number of market-based awards that ultimately vest for rTSR Awards is based on the Company’s market performance relative to certain other publicly-traded companies and for the Value Creation Award is based on the Company’s stock price. For RSU awards, the expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-based compensation over the vesting term. For PSU awards, the expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock- based compensation over the vesting term if the performance targets are considered probable of being achieved. RSUs, PSUs and market-based awards granted on or after February 1, 2024 are awarded dividend equivalents, which are subject to the same vesting conditions as the underlying award, and settled in Match Group common stock. Unvested RSUs, PSUs, and market-based awards outstanding at December 31, 2025 and changes during the year ended December 31, 2025 are as follows: | | | | | | | | | | | | | | | | | | | | | Weighted Average Grant Date Fair Value | | | | Weighted Average Grant Date Fair Value | | | | Weighted Average Grant Date Fair Value | | | | | | | | | | | | | | | Unvested at January 1, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Unvested at December 31, 2025 | | | | | | | | | | | |
______________________ (a)Represents the maximum shares issuable. The weighted average fair value of RSUs and PSUs granted during the years ended December 31, 2025 and 2024, based on market prices of Match Group’s common stock on the grant date, was $33.74 and $35.78, respectively. The total fair value of RSUs that vested during the years ended December 31, 2025 and 2024 was $217.4 million and $239.9 million, respectively. The total fair value of PSUs that vested during the years ended December 31, 2025 and 2024 was $16.8 million and $10.0 million, respectively. There were 2.8 million and 1.3 million market-based awards granted during the years ended December 31, 2025 and 2024, respectively. The vesting of the rTSR Awards granted in 2025 and 2024 are dependent upon the Company’s total shareholder return relative to companies within the Nasdaq 100 Index or Nasdaq composite index over various performance periods. The vesting of the Value Creation Award granted in 2025 is dependent upon the fulfillment of both a service condition and the achievement of a stock price hurdle during the performance period. The service condition is such that half of the shares in each tranche will vest upon achievement of the hurdle, subject to a minimum service period, and the other half will vest at the end of the performance period. The market condition will be satisfied if the Company’s volume weighted average closing stock price equals or exceeds the specified price hurdles over a 45 day calendar period. If at the end of the performance period the Company has not hit the hurdle over a 45 day calendar period, but the volume weighted average price over the last 10 trading days equals or exceeds a specified price hurdle, the performance period will be extended by 90 days. The total fair value of market-based awards that vested during the year ended December 31, 2025 was $0.8 million. No market-based awards vested during the year ended December 31, 2024. Equity Instruments Denominated in Shares of Certain Subsidiaries The Company has granted stock settled stock appreciation rights and restricted stock units, both denominated in the equity of a certain non-publicly traded subsidiary to employees of the subsidiary. These equity awards vest over a specified period of time. The value of the stock settled stock appreciation rights and restricted stock units are based on the equity value of the subsidiary. The stock settled stock appreciation rights awards only have value to the extent the relevant business appreciates in value above the initial value utilized to determine the exercise price. The fair value of the common stock of the subsidiary is generally determined through a third-party valuation pursuant to the terms of the respective subsidiary equity plan. The stock appreciation rights and restricted stock units are both settled on a net basis, with the award holder entitled to receive shares of Match Group common stock with a total value equal to the intrinsic value of the award at exercise, less applicable withholding taxes. The number of shares of Match Group common stock ultimately needed to settle these awards may vary significantly from the estimated number below as a result of movements in our stock price and/or a determination of fair value of the relevant subsidiary that differs from our estimate. The expense associated with these equity awards is initially measured at fair value at the grant date and is expensed as stock-based compensation over the vesting term. At December 31, 2025, the number of shares of Match Group common stock that would be required to settle these awards at estimated fair values, including vested and unvested awards, net of an assumed 50% withholding tax, is 3.1 million shares and would reduce the shares available for the future grant. The withholding taxes, which would be paid by the Company on behalf of the employees at exercise or vesting, required to settle the vested and unvested awards at estimated fair values on December 31, 2025 is $100.5 million assuming a 50% withholding tax rate. The corresponding number of shares and withholding tax amount as of December 31, 2024 were 2.9 million shares and $95.3 million. Employee Stock Purchase Plan The Match Group, Inc. 2021 Global Employee Stock Purchase Plan (the "ESPP") was approved by the Company’s shareholders on June 15, 2021. Under the ESPP, eligible employees may purchase the Company’s common stock at a 15% discount of the lower of the market price of our common stock on the date of commencement of the applicable offering period or on the last day of the applicable six-month purchase period, subject to certain purchase limits. Under the ESPP, employees purchased 0.3 million shares at a weighted average price per share of $24.74 during the year ended December 31, 2025. At December 31, 2025, there were 1.9 million shares available for future issuance under the ESPP. At December 31, 2025, there is $0.6 million of unrecognized compensation cost, net of estimated forfeitures, related to the ESPP, which is expected to be recognized over a weighted average period of approximately 0.5 years. Capitalization of Stock-Based Compensation For the years ended December 31, 2025, 2024 and 2023, $11.0 million, $6.6 million, and $11.7 million, respectively, of stock-based compensation was capitalized related to the development of internal use software.
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v3.25.4
SEGMENT AND GEOGRAPHIC INFORMATION
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Segment Reporting [Abstract] |
|
| SEGMENT AND GEOGRAPHIC INFORMATION |
NOTE 11—SEGMENT AND GEOGRAPHIC INFORMATION Our chief operating decision maker (“CODM”), who is our Chief Executive Officer, analyzes the results of our business through four operating segments consisting of brands or groups of brands within our portfolio: Tinder, Hinge, Evergreen & Emerging, and MG Asia. These four operating segments are also our reportable segments. Our CODM primarily evaluates the operating results and performance of our segments through revenue, operating income, and Adjusted EBITDA (numerically the same as our previous metric which was called Adjusted Operating Income). These financial metrics are used to view operating trends, perform analytical comparisons, compare performance between periods, and evaluate variances to forecast on a monthly basis. The following table presents revenue by segment, which includes revenue from customers in the form of direct revenue, indirect revenue, which is primarily advertising revenue, and intersegment revenue, which is eliminated in consolidated results: The following tables present the segment profitability measures, operating income (loss) and Adjusted EBITDA, and a reconciliation of the total segment profitability measures to income before income taxes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total segment operating income | | | | | | Corporate and unallocated costs(a) | | | | | | | | | | | | | | | | | | Income before income taxes | | | | | |
______________________ (a)Includes stock-based compensation and depreciation related to corporate. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total segment Adjusted EBITDA | | | | | | Corporate and unallocated costs | | | | | | | | | | | | | | | | | | Impairments and amortization of intangibles | | | | | | | | | | | | | | | | | | Income before income taxes | | | | | |
Corporate and unallocated costs includes 1) corporate expenses (such as executive management, investor relations, corporate development, board of director and public company listing fees), 2) portions of corporate services (such as legal, human resources, accounting, and tax), and 3) certain centrally managed services and technology that have not been allocated to the individual business segments (such as central trust and safety operations and certain shared software). Our CODM does not review disaggregated assets on a segment basis; therefore, such information is not presented. Interest income and other income, net are not allocated to individual segments as these are managed on a consolidated basis. The accounting policies for segment reporting are the same as for our consolidated financial statements. The following tables present the significant segment expenses regularly reviewed by our CODM: | | | | | | | | | Year Ended December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Employee compensation expense, excluding stock-based compensation expense | | | | | | | | Other operating expenses(a) | | | | | | | | Stock-based compensation(b) | | | | | | | | | | | | | | | | Impairment and amortization of intangible assets(b) | | | | | | | |
| | | | | | | | | Year Ended December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Employee compensation expense, excluding stock-based compensation expense | | | | | | | | Other operating expenses(a) | | | | | | | | Stock-based compensation(b) | | | | | | | | | | | | | | | | Impairment and amortization of intangible assets(b) | | | | | | | |
| | | | | | | | | Year Ended December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Employee compensation expense, excluding stock-based compensation expense | | | | | | | | Other operating expenses(a) | | | | | | | | Stock-based compensation(b) | | | | | | | | | | | | | | | | Impairment and amortization of intangible assets(b) | | | | | | | |
______________________ (a)Other operating expenses primarily consists of office rent, business software, travel, indirect taxes, and professional fees. (b)Expense is a non-cash item and excluded from the profitability measure of Adjusted EBITDA. Geographic Information Revenue by geography is based on where the customer is located. The United States is the only country from which revenue is greater than 10 percent of total revenue. Geographic information about revenue and long-lived assets is presented below: | | | | | | | | | | | | | | | | Long-lived assets (excluding goodwill and intangible assets) | | | | | | | | | | | | | | | | | | | |
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v3.25.4
LEASES
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Leases [Abstract] |
|
| LEASES |
NOTE 12—LEASES The Company leases office space, data center facilities, and equipment used in connection with its operations under various operating leases, many of which contain escalation clauses. ROU assets represent the Company’s right to use the underlying assets for the lease term and lease liabilities represent the present value of the Company’s obligation to make payments arising from leases. ROU assets and related lease liabilities are based on the present value of fixed lease payments over the lease term using the Company’s incremental borrowing rates on the lease commencement date. The Company combines the lease and non-lease components of lease payments in determining ROU assets and related lease liabilities. If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the options. Lease expense is recognized on a straight-line basis over the term of the lease. Leases with an initial term of twelve months or less (“short-term leases”) are not recorded on the accompanying consolidated balance sheet. Variable lease payments consist primarily of common area maintenance, utilities, and taxes, which are not included in the recognition of ROU assets and related lease liabilities. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. | | | | | | | | | Balance Sheet Classification | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current lease liabilities | | Accrued expenses and other current liabilities | | | | | Long-term lease liabilities | | Other long-term liabilities | | | | | | | | | | | |
| | | | | | | | | Income Statement Classification | | Year Ended December 31, 2025 | | Year Ended December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | General and administrative expense | | | | | Total fixed lease cost(a) | | | | | | | | | | | | | | | | | | | | | | | General and administrative expense | | | | | Total variable lease cost | | | | | | | | | | | | | |
______________________ (a)Includes approximately $0.5 million and $0.6 million of short-term lease cost for the years ended December 31, 2025 and December 31, 2024, respectively. Maturities of lease liabilities as of December 31, 2025(a): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Less: Tenant improvement receivables | | | Present value of lease liabilities | | |
______________________ (a)Operating lease payments exclude $29.3 million of legally binding minimum lease payments for leases signed but not yet commenced. The following are the weighted average assumptions used for lease term and discount rate: | | | | | Year Ended December 31, 2025 | | Year Ended December 31, 2024 | | | | | | | | | | | Right-of-use assets obtained in exchange for lease liabilities | | | | Cash paid for amounts included in the measurement of lease liabilities | | | |
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v3.25.4
COMMITMENTS AND CONTINGENCIES
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Commitments and Contingencies Disclosure [Abstract] |
|
| COMMITMENTS AND CONTINGENCIES |
NOTE 13—COMMITMENTS AND CONTINGENCIES Commitments The Company has funding commitments in the form of purchase obligations and surety bonds. The purchase obligations are $56.3 million for 2026, $73.6 million for 2027, and $70.3 million for 2028, for a total of $200.2 million in purchase obligations. The purchase obligations primarily relate to web hosting service commitments. Contingencies In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See “Note 3— Income Taxes” for additional information related to income tax contingencies. FTC Lawsuit Against Former Match Group On September 25, 2019, the United States Federal Trade Commission (the “FTC”) filed a lawsuit in federal district court in Texas against the company formerly known as Match Group, Inc. See FTC v. Match Group, Inc., No. 3:19:cv-02281-K (Northern District of Texas). The complaint alleges that, prior to mid-2018, for marketing purposes Match.com notified non-paying users that other users were attempting to communicate with them, even though Match.com had identified those subscriber accounts as potentially fraudulent, thereby inducing non-paying users to subscribe and exposing them to the risk of fraud should they subscribe. The complaint also challenges the adequacy of Match.com’s disclosure of the terms of its six-month guarantee, the efficacy of its cancellation process, and its handling of chargeback disputes. The complaint seeks among other things permanent injunctive relief, civil penalties, restitution, disgorgement, and costs of suit. On March 24, 2022, the court granted our motion to dismiss with prejudice on Claims I and II of the complaint relating to communication notifications and granted our motion to dismiss with respect to all requests for monetary damages on Claims III and IV relating to the guarantee offer and chargeback policy. On July 19, 2022, the FTC filed an amended complaint adding Match Group, LLC as a defendant. The FTC is seeking up to approximately $257 million in damages and penalties. On September 11, 2023, both parties filed motions for summary judgment. On June 9, 2025, the parties reached an agreement in principle to settle the matter. The settlement was approved by the Court, and payment of $14 million was made in the quarter ended September 30, 2025. Irish Data Protection Commission Inquiry Regarding Tinder’s Practices On February 3, 2020, we received a letter from the Irish Data Protection Commission (the “DPC”) notifying us that the DPC had commenced an inquiry examining Tinder’s compliance with GDPR, focusing on Tinder’s processes for handling access and deletion requests and Tinder’s user data retention policies. On January 8, 2024, the DPC provided us with a preliminary draft decision alleging that certain of Tinder’s access and retention policies, largely relating to protecting the safety and privacy of Tinder’s users, violate GDPR requirements. We filed our response to the preliminary draft decision on March 15, 2024. Our consolidated financial statements do not reflect any provision for a loss with respect to this matter, as we do not believe there is a probable likelihood of an unfavorable outcome. However, based on the preliminary draft decision and giving due consideration to the uncertainties inherent in this process, there is at least a reasonable possibility of an exposure to loss, which could be anywhere between a nominal amount and $60 million, which we do not believe would be material to our business. We believe we have strong defenses to these claims and will defend vigorously against them. Consumer Class Action Litigation Challenging Tinder’s Age-Tiered Pricing On May 28, 2015, a putative state-wide class action was filed against Tinder in state court in California. See Allan Candelore v. Tinder, Inc., No. BC583162 (Superior Court of California, County of Los Angeles). The complaint principally alleges that Tinder violated California’s Unruh Civil Rights Act by offering and charging users over a certain age a higher price than younger users for subscriptions to its premium Tinder Plus service. Plaintiff seeks damages in an unspecified amount. On July 15, 2024, the court granted Plaintiff’s motion to certify a class of approximately 270,000 individuals based upon California Tinder Plus and Tinder Gold subscribers age 29 and over. On January 17, 2025, the court denied our motion to compel the class and the Plaintiff to arbitration. We filed a Notice of Appeal on January 24, 2025, and on April 18, 2025, the court stayed the case pending our appeal. On September 10, 2025, the parties agreed to settle the case on a class-wide basis for $60.5 million, which is included in our consolidated financial statements as “general and administrative expense” and a related accrual is included in “accrued expenses and other current liabilities.” On January 13, 2026, the court preliminarily approved the settlement agreement. The settlement amount was placed into escrow in January 2026, pending the final court approval.
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v3.25.4
BENEFIT PLANS
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Retirement Benefits [Abstract] |
|
| BENEFIT PLANS |
NOTE 14—BENEFIT PLANS Pursuant to the Match Group Retirement Savings Plan (the “Match Group Plan”), employees are eligible to participate in a retirement savings plan sponsored by the Company in the United States, which is qualified under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 75% of their pre-tax earnings, but not more than statutory limits. The employer match under the Match Group Plan is 100% of the first 10% of a participant’s eligible earnings up to $10,000, subject to IRS limits on the Company’s matching contribution that a participant contributes to the Match Group Plan. Matching contributions under the plans for the years ended December 31, 2025, 2024, and 2023 were $14.1 million, $14.5 million and $14.0 million, respectively. Matching contributions are invested in the same manner that each participant’s voluntary contributions are invested under the respective plans. Internationally, Match Group also has or participates in various benefit plans, primarily defined contribution plans. The Company’s contributions for these plans for the years ended December 31, 2025, 2024 and 2023 were $4.7 million, $5.2 million, and $6.4 million, respectively.
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v3.25.4
CONSOLIDATED FINANCIAL STATEMENT DETAILS
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
| CONSOLIDATED FINANCIAL STATEMENT DETAILS |
NOTE 15—CONSOLIDATED FINANCIAL STATEMENT DETAILS | | | | | | | | | | | | | | | | | | | | | | | | Capitalized mobile app fees | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Property and equipment, net: | | | | Computer equipment and capitalized software | | | | Buildings and building improvements | | | | | | | | | | | | Furniture and other equipment | | | | | | | | | | | | Accumulated depreciation and amortization | | | | Property and equipment, net | | | |
| | | | | | | | | | | | | | | | Accrued expenses and other current liabilities: | | | | Accrued employee compensation and benefits | | | | | | | | Accrued advertising expense | | | | | | | | | | | | | | | | | | | | Accrued expenses and other current liabilities | | | |
Cash and Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | | | | | | | Restricted cash included in other current assets | | | | | | | | Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flow | | | | | | | |
Supplemental Disclosures of Cash Flow Information | | | | | | | | | | | | | | | | | | | | | | Cash paid during the year for interest | | | | | |
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v3.25.4
SUBSEQUENT EVENT
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Subsequent Events [Abstract] |
|
| SUBSEQUENT EVENT |
NOTE 16—SUBSEQUENT EVENT On February 6, 2026, the Company received notice from Apple that our Azar app would be removed from the Apple App Store (the “App Store”) within 15 days of the notice. This notice was generated as a result of a new evaluation by Apple of Azar’s compliance with Apple’s updated App Review Guidelines which were published on February 6, 2026. Specifically, Apple suggested that Azar’s core concept was random or anonymous chat, which Apple indicated was not allowed under the revised guidelines. On February 16, 2026, Apple notified the Company that after further discussion and deliberation, they reaffirmed their initial decision and the Azar app would be removed from the App Store as initially stated. Subsequently, Apple removed the Azar app from the App Store on February 22, 2026. Revenue from the Azar app represented approximately 4% of the Company’s consolidated revenue for the years ended December 31, 2025 and 2024, a significant portion of which is processed through Apple’s App Store. The Company continues to work with Apple to understand if modifications could result in the reinstatement of the Azar app to the App Store. There is no guarantee these efforts will be successful. As a result of this decision, and depending on estimates of the impact and whether any of our mitigation efforts are successful, the Company will be evaluating the need for asset impairment charges during the quarter ending March 31, 2026. This evaluation includes, but is not limited to, the following assets that existed as of December 31, 2025: •$61 million of indefinite-lived intangible asset associated with the Azar brand; •$9 million of definite-lived intangible asset associated with the Azar customer list; •$14 million of capitalized software development costs associated with the Azar app; and •$83 million of goodwill associated with our MG Asia reporting unit, which includes the operations of the Azar and Pairs brands.
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v3.25.4
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] |
|
| SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS |
Schedule II MATCH GROUP, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS | | | | | | | | | | | Balance at Beginning of Period | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Allowance for credit losses | | | | | | | | | | Deferred tax valuation allowance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Allowance for credit losses | | | | | | | | | | Deferred tax valuation allowance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Allowance for credit losses | | | | | | | | | | Deferred tax valuation allowance | | | | | | | | | | | | | | | | | | | |
______________________ (a)Additions to the allowance for credit losses are charged to expense, net of the recovery of previous year expenses, if any. (b)Amounts are primarily related to certain foreign net operating losses. (c)Amount is primarily related to deferred rate changes in certain foreign jurisdictions. (d)Write-off of fully reserved accounts receivable. (e)Amount is primarily related to foreign tax credits, foreign net operating losses, and foreign interest deductions. (f)Amount is related to currency translation adjustments on foreign net operating losses. (g)Deductions to the deferred tax valuation allowance are primarily related to U.S. foreign tax credits and state NOLs that we now expect to be able to utilize. (h)Amount is primarily related to foreign interest deductions.
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v3.25.4
Cybersecurity Risk Management and Strategy Disclosure
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Cybersecurity Risk Management, Strategy, and Governance [Line Items] |
|
| Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block] |
Match Group maintains an information security program designed to identify, protect against, detect, respond to, and manage reasonably foreseeable cybersecurity risks and threats. Our information security teams, led by our Senior Vice President, Security Engineering, is responsible for assessing and managing our exposure to information security risks, including by: •Implementing and enforcing physical, operational and technical security policies, procedures and controls; •Conducting, and engaging independent third-party experts to conduct, when appropriate, internal and external security assessments and audits, including assessments of our cybersecurity policies, standards, processes, and practices, and the security posture of third-party vendors and partners; and •Collaborating with our development teams to engineer and integrate security as part of the product development lifecycle. We have implemented cybersecurity controls to attempt to detect and address threats arising from our use of third-party service providers. We have established incident response and recovery plans across Match Group’s businesses, and we have conducted cybersecurity awareness training for our employees, including incident response personnel and senior management. For key third parties, security risk assessments are conducted during onboarding, contract renewal, and when an increased risk profile is identified. We also require specified security controls and other responsibilities from our service providers and we investigate security incidents affecting them as deemed necessary. Our policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats are integrated into our overall risk management program and are based on frameworks established by the International Organization for Standardization (“ISO”) and other applicable industry standards. This does not imply that we meet any particular technical standards, specifications or requirements, only that we use ISO and other applicable industry standards as guides to help us identify, assess and manage cybersecurity risks relevant to our business. We have also obtained various industry certifications and attestations that demonstrate our dedication to protecting the data our users entrust to us, including for Tinder and Hinge. We conduct periodic reviews and tests of our information security program and leverage audits by our internal audit team and testing by our red team. When appropriate, we employ external services to conduct tabletop exercises, penetration and vulnerability testing, simulations, and other exercises to evaluate the effectiveness of our information security program and improve our security measures and planning across Match Group’s businesses. The results of these assessments are reported to the Audit Committee of our Board of Directors. We have not identified risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us. However, we face ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect our business strategy, results of operations, or financial condition, and our systems periodically experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse or theft of personal information (of third parties, employees and our users) and other data, confidential information or intellectual property. Any significant disruption to our service or unauthorized access to our systems could result in a loss of users and adversely affect our business, financial condition, and results of operations. Further, a penetration of our systems or a third-party’s systems or other misappropriation or misuse of personal information could subject us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business, financial condition, and results of operations. While Match Group maintains cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. For additional discussion of cybersecurity risks, see “Item 1A Risk factors—Risks relating to our business—We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely affected by cyberattacks experienced by third parties.”
|
| Cybersecurity Risk Management Processes Integrated [Flag] |
true
|
| Cybersecurity Risk Management Processes Integrated [Text Block] |
Our policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats are integrated into our overall risk management program and are based on frameworks established by the International Organization for Standardization (“ISO”) and other applicable industry standards. This does not imply that we meet any particular technical standards, specifications or requirements, only that we use ISO and other applicable industry standards as guides to help us identify, assess and manage cybersecurity risks relevant to our business.
|
| Cybersecurity Risk Management Third Party Engaged [Flag] |
true
|
| Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] |
true
|
| Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] |
false
|
| Cybersecurity Risk Board of Directors Oversight [Text Block] |
Our Board of Directors, in coordination with the Audit Committee, oversees our management of cybersecurity risk, including our annual risk assessment, where we assess key risks within the company, including security and technology risks and cybersecurity threats. The Audit Committee directly oversees our cybersecurity program. The Audit Committee receives regular cybersecurity updates from management. Cybersecurity reviews by the Audit Committee or the Board of Directors occur regularly, including as determined to be necessary or advisable.
|
| Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] |
The Audit Committee receives regular cybersecurity updates from management.
|
| Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] |
The Audit Committee receives regular cybersecurity updates from management. Cybersecurity reviews by the Audit Committee or the Board of Directors occur regularly, including as determined to be necessary or advisable.
|
| Cybersecurity Risk Role of Management [Text Block] |
Our cybersecurity program is managed by our SVP, Security Engineering, who reports to our Chief Legal Officer. Our SVP, Security Engineering, has over 20 years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at other public companies. Our information security program encompasses partnerships among teams that are responsible for cyber governance, prevention, detection and remediation activities within our cybersecurity environment. Team members have relevant certifications, educational and industry experience, including experience holding similar positions at other large technology companies. The information security teams provide regular reports to senior management and other relevant teams on various cybersecurity threats, assessments and findings. Our information security leadership reports directly to the Audit Committee or the Board of Directors on our cybersecurity program and efforts to prevent, detect, mitigate, and remediate issues. We also maintain an escalation process to inform senior management and the Board of Directors of material issues and make determinations with respect to any required disclosures.
|
| Cybersecurity Risk Management Positions or Committees Responsible [Flag] |
true
|
| Cybersecurity Risk Management Positions or Committees Responsible [Text Block] |
Our cybersecurity program is managed by our SVP, Security Engineering, who reports to our Chief Legal Officer.
|
| Cybersecurity Risk Management Expertise of Management Responsible [Text Block] |
Our SVP, Security Engineering, has over 20 years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at other public companies. Our information security program encompasses partnerships among teams that are responsible for cyber governance, prevention, detection and remediation activities within our cybersecurity environment. Team members have relevant certifications, educational and industry experience, including experience holding similar positions at other large technology companies.
|
| Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] |
The information security teams provide regular reports to senior management and other relevant teams on various cybersecurity threats, assessments and findings. Our information security leadership reports directly to the Audit Committee or the Board of Directors on our cybersecurity program and efforts to prevent, detect, mitigate, and remediate issues. We also maintain an escalation process to inform senior management and the Board of Directors of material issues and make determinations with respect to any required disclosures.
|
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v3.25.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Accounting Policies [Abstract] |
|
| Nature of Operations |
Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to help people make meaningful connections. Our global portfolio of brands includes Tinder®, Hinge®, Match®, Meetic®, OkCupid®, Pairs™, Plenty Of Fish®, Azar®, BLK®, and more, each built to increase our users’ likelihood of connecting with others. Through our trusted brands, we provide tailored services to meet the varying preferences of our users. Match Group has four operating segments, Tinder, Hinge, Evergreen and Emerging, and Match Group Asia (“MG Asia”).
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| Basis of Presentation and Consolidation |
Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company, and all entities in which the Company has a controlling financial interest. Intercompany transactions and accounts have been eliminated.
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| Accounting for Investments in Equity Securities |
Accounting for Investments in Equity Securities Investments in equity securities, other than those of our consolidated subsidiaries, are accounted for at fair value or under the measurement alternative of the Financial Accounting Standards Board’s (“FASB”) equity securities guidance, with any changes to fair value recognized within other income, net each reporting period. Under the measurement alternative, equity investments without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar securities of the same issuer, the value of which is generally determined based on a market approach as of the transaction date. A security will be considered identical or similar if it has identical or similar rights to the equity securities held by the Company. The Company reviews its investments in equity securities without readily determinable fair values for impairment each reporting period when there are qualitative factors or events that indicate possible impairment. Factors we consider in making this determination include negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. When indicators of impairment exist, the Company prepares quantitative assessments of the fair value of our investments in equity securities, which require judgment and the use of estimates. When our assessment indicates that the fair value of the investment is below its carrying value, the Company writes down the investment to its fair value and records the corresponding charge within other income, net.
|
| Accounting Estimates |
Accounting Estimates Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the fair values of cash equivalents; the carrying value of accounts receivable, including the determination of the allowance for credit losses; the carrying value of right-of-use assets (“ROU assets”); the useful lives and recoverability of definite-lived intangible assets and property and equipment; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of equity securities without readily determinable fair values; contingencies; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets, and other factors that the Company considers relevant.
|
| Revenue Recognition |
Revenue Recognition The Company accounts for a contract with a customer when it has approval and commitment from all parties, the rights of the parties and payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenue is recognized when control of the promised services is transferred to our customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company’s revenue is primarily derived directly from users in the form of recurring subscriptions. Subscription revenue is presented net of credits and credit card chargebacks. Subscribers pay in advance, primarily by credit card or through mobile app stores, and, subject to certain conditions identified in our terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period, which generally ranges from one week to six months. Revenue is also earned from online advertising and the purchase of à la carte features. Online advertising revenue is recognized when an advertisement is displayed. Revenue from the purchase of à la carte features is recognized based on usage. Revenue associated with offline events is recognized when each event occurs. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed. Transaction Price The objective of determining the transaction price is to estimate the amount of consideration the Company is due in exchange for its services, including amounts that are variable. The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate each reporting period. The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of revenue. For contracts that have an original duration of one year or less, the Company does not consider the time value of money. Assets Recognized from the Costs to Obtain a Contract with a Customer The Company has determined that certain costs, primarily mobile app store fees, meet the requirements to be capitalized as a cost of obtaining a contract. The Company recognizes an asset for these costs if we expect to recover those costs. Mobile app store fees are amortized over the period of contract performance. Specifically, the Company capitalizes and amortizes mobile app store fees as revenue is recognized for both subscription and à la carte features. During the years ended December 31, 2025 and 2024, the Company recognized expense of $692.7 million and $696.6 million, respectively, related to the amortization of these costs. The contract asset balances at December 31, 2025, 2024, and 2023 related to costs to obtain a contract are $23.2 million, $28.6 million, and $33.1 million, respectively, included in “Other current assets” in the accompanying consolidated balance sheet. Accounts Receivables, Net of Allowance for Credit Losses The majority of our users purchase our services through mobile app stores. At December 31, 2025, two mobile app stores accounted for approximately 74% and 19%, respectively, of our gross accounts receivables. The comparable amounts at December 31, 2024 were 78% and 16%, respectively. We evaluate the credit worthiness of these two mobile app stores on an ongoing basis and do not require collateral from these entities. We generally collect these balances between 30 and 45 days following the purchase. Payments made directly through our applications are processed by third-party payment processors. We generally collect these balances within 3 to 5 days following the purchase. The Company also maintains allowances to reserve for potential credits issued to users or other revenue adjustments. The amounts of these reserves are based primarily upon historical experience. Accounts receivable related to indirect revenue include amounts billed and currently due from customers. The Company maintains an allowance for credit losses to provide for the estimated amount of accounts receivable that will not be collected. The allowance for credit losses is based upon historical collection trends adjusted for economic conditions using reasonable and supportable forecasts. The time between the Company issuance of an invoice and payment due date is not significant; customer payments that are not collected in advance of the transfer of promised services are generally due no later than 30 days from invoice date. Deferred Revenue Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of our performance obligation is one year or less. The deferred revenue balances are $151.3 million, $166.1 million, and $211.3 million at December 31, 2025, 2024, and 2023, respectively. During the years ended December 31, 2025 and 2024, the Company recognized $166.1 million and $211.3 million of revenue that was included in the deferred revenue balance as of December 31, 2024 and 2023, respectively. At December 31, 2025 and 2024, there is no non-current portion of deferred revenue.
|
| Cash and Cash Equivalents |
Cash and Cash Equivalents Cash and cash equivalents include cash and short-term investments, with maturities of less than 91 days from the date of purchase. Domestically, cash equivalents primarily consist of (i) AAA rated government money market funds and (ii) time deposits. Internationally, cash equivalents primarily consist of (i) time deposits and (ii) money market funds.
|
| Property and Equipment |
Property and Equipment Property and equipment, including significant improvements, are recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or, in the case of leasehold improvements, the lease term, if shorter. | | | | Buildings and building improvements | | Computer equipment and capitalized software | | Furniture and other equipment | | | |
The Company capitalizes certain internal use software costs including external direct costs utilized in developing or obtaining the software and compensation for personnel directly associated with the development of the software. Capitalization of such costs begins when the preliminary project stage is complete and ceases when the project is substantially complete and ready for its intended purpose.
|
| Business Combinations |
Business Combinations The purchase price of each acquisition is attributed to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets that either arise from a contractual or legal right or are separable from goodwill. The Company typically engages outside valuation experts to assist in the allocation of purchase price to the identifiable intangible assets acquired, but management has ultimate responsibility for the valuation methods, models, and inputs used and the resulting purchase price allocation. The excess purchase price over the net tangible and identifiable intangible assets is recorded as goodwill and assigned to the reporting unit that is expected to benefit from the combination as of the acquisition date.
|
| Goodwill and Indefinite-Lived Intangible Assets |
Goodwill and Indefinite-Lived Intangible Assets The Company assesses goodwill on its four reporting units and indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if an event occurs or circumstances indicate that it is more likely than not the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset is below its carrying value. Goodwill When the Company elects to perform a qualitative assessment and concludes it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit’s goodwill is necessary; otherwise, a quantitative assessment is performed to further assess if any goodwill impairment exists. If the Company concludes that it is more likely than not that there may be an impairment, the fair value of each reporting unit will be determined and compared to its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of a reporting unit exceeds its estimated fair value, an impairment loss equal to the excess is recorded. If measuring the estimated fair value of each operating unit, the Company uses a combination of an income approach and a market approach. Under the income approach, a discounted cash flow analysis is performed with assumptions and estimates of forecast operating cash flows including, revenue growth rates, profitability margins, and discount rates, which all vary among reporting units. The market approach utilizes the guideline public companies method and is based on revenue and income multiple data derived from publicly traded peer group companies. There are significant judgments inherent in each analysis, including estimating the amount and timing of expected future cash flows, the selection of appropriate discount rates, and the peer group companies used. The Company performed a qualitative impairment assessment as of October 1, 2025 and 2024 and concluded that it was more likely than not that the fair values of each reporting unit exceeded their carrying values. Indefinite-Lived Intangible Assets The Company has the option to qualitatively assess whether it is more likely than not that the fair values of its indefinite-lived intangible assets are less than their carrying values. The Company performed a qualitative impairment assessment for certain indefinite-lived assets as of October 1, 2025 and concluded that it was more likely than not that the fair values of those indefinite-lived intangible assets exceeded their carrying values. For assets in which a quantitative assessment is performed, the Company determines the fair value of its indefinite-lived intangible assets using an avoided royalty discounted cash flow (“DCF”) valuation analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license the specific trade names and trademarks. The future cash flows are based on the Company’s most recent forecast and budget and, for years beyond the budget, the Company’s estimates are based, in part, on forecasted growth rates. Assumptions used in the avoided royalty DCF analyses, including the discount rate and royalty rate, are assessed when a quantitative assessment is performed based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors.
|
| Long-Lived Assets and Intangible Assets with Definite Lives |
Long-Lived Assets and Intangible Assets with Definite Lives Long-lived assets, which consist of ROU assets, property and equipment, and intangible assets with definite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. The carrying value of a long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the long-lived asset group exceeds its fair value. Amortization of definite-lived intangible assets is computed either on a straight-line basis or based on the pattern in which the economic benefits of the asset will be realized. During the year ended December 31, 2024, in connection with our decision to terminate certain of our live streaming services and our Hakuna app, we recognized impairment charges of $1.9 million related to definite-lived intangible assets in the Match Group Asia and Evergreen & Emerging segments.
|
| Fair Value Measurements |
Fair Value Measurements The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are: •Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. •Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company’s Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used. •Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. The Company’s non-financial assets, such as goodwill, intangible assets, ROU assets, and property and equipment, are adjusted to fair value only when an impairment is recognized. The Company’s financial assets, comprising of equity securities without readily determinable fair values, are adjusted to fair value when observable price changes are identified or an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs.
|
| Advertising Costs |
Advertising Costs Advertising costs are expensed in the period incurred (when the advertisement first runs for production costs that are initially capitalized) and represent online marketing, including fees paid to search engines and social media sites, and offline marketing.
|
| Legal Costs |
Legal Costs Legal costs are expensed as incurred.
|
| Income Taxes |
Income Taxes We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. We record a provision for income taxes for the anticipated tax consequences of our reported results of operations using the asset and liability method. Under this method, we recognize deferred income tax assets and liabilities for the future tax consequences of temporary differences between the financial reporting and tax bases of asset and liabilities, as well as for net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be realized or settled. We recognize the deferred income tax effects of a change in tax rates in the period of enactment. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income, and tax planning strategies in assessing the need for a valuation allowance. We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained based on the technical merits of the position. Such tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. This measurement step is inherently difficult and requires subjective estimations of such amounts to determine the probability of various possible outcomes. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustment. We make adjustments to our unrecognized tax benefits when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. Although we believe that we have adequately reserved for our uncertain tax positions, the final outcome of these matters may vary significantly from our estimates. To the extent that the final outcome of these matters is different from the amounts recorded, such differences will affect the income tax provision in the period in which such determination is made, and could have a material impact on our financial condition and operating results.
|
| Earnings Per Share |
Earnings Per Share Basic earnings per share is computed by dividing net income attributable to Match Group shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur from restricted stock units (“RSUs”), stock options and other commitments to issue common stock using the treasury stock or the as if converted methods, as applicable.
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| Foreign Currency Translation and Transaction Gains and Losses |
Foreign Currency Translation and Transaction Gains and Losses The financial position and operating results of foreign entities whose primary economic environment is based on their local currency are consolidated using the local currency as the functional currency. These local currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local currency revenue and expenses of these operations are translated at average rates of exchange during the period. Translation gains and losses are included in accumulated other comprehensive income as a component of shareholders’ equity. Transaction gains and losses resulting from assets and liabilities denominated in a currency other than the functional currency are included in the consolidated statement of operations as a component of “other (expense) income, net.” See “Note 15—Consolidated Financial Statement Details” for additional information regarding foreign currency exchange gains and losses. Translation gains and losses relating to foreign entities that are liquidated or substantially liquidated are reclassified out of accumulated other comprehensive loss into income.
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| Stock-Based Compensation |
Stock-Based Compensation Stock-based compensation is measured at the grant date based on the fair value of the award and is generally expensed over the requisite service period.
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| Certain Risks and Concentrations |
Certain Risks and Concentrations The Company’s business is subject to certain risks and concentrations, including dependence on third-party technology providers, exposure to risks associated with online commerce security, and credit card fraud. Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents. Cash and cash equivalents are principally maintained with financial institutions and are not covered by deposit insurance.
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| Recent Accounting Pronouncements |
Recent Accounting Pronouncements Accounting pronouncements adopted by the Company In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, which requires additional disclosures around the income tax rate reconciliation and income taxes paid. The new standard is effective for our reporting on Form 10-K for the year ended December 31, 2025. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU No. 2023-09 disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented. We adopted the new standard on a retrospective basis with the additional required disclosures included in Note 3—Income Taxes. Accounting pronouncements not yet adopted by the Company In November 2024, the FASB issued ASU No. 2024-03, which requires more detailed disclosures about specified categories of expenses, including employee compensation, within certain expense captions presented on the face of the income statement and to disclose selling expenses. ASU No. 2024-03 is effective for our annual reporting on Form 10-K for the year ended December 31, 2027 and within interim periods beginning on our Form 10-Q for the quarter ended March 31, 2028. The new standard may be applied prospectively or retrospectively, and early adoption is permitted. We expect ASU No. 2024-03 to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition. We are currently evaluating when we will adopt the ASU. In November 2024, the FASB issued ASU No. 2024-04, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishment of convertible debt. ASU No. 2024-04 is effective for our annual reporting on Form 10-K for the year ended December 31, 2026. The new standard may be applied prospectively or retrospectively, and early adoption is permitted. We intend to adopt ASU No. 2024-04 for the year ended December 31, 2026. The ASU adoption will only impact our results of operations and financial condition to the extent we have an induced conversion or extinguishment of our convertible debt. In September 2025, the FASB issued ASU No. 2025-06, which updates the accounting for internal use software. The ASU updates the criteria that must be met for entities to begin capitalizing software costs. ASU No. 2025-06 is effective for the Company starting January 1, 2028. The new standard may be adopted prospectively, retrospectively, or via modified prospective transition method, and early adoption is permitted. We are currently evaluating ASU No. 2025-06 and its impact on our results of operations, cash flows, and financial condition and evaluating when we will adopt the ASU.
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| Reclassifications |
Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation.
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v3.25.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Accounting Policies [Abstract] |
|
| Schedule of Disaggregation of Revenue |
The following table presents disaggregated revenue: | | | | | | | For the Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | Indirect Revenue (principally advertising revenue) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
______________________ (a)Primarily consists of the brands Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands. (b)Primarily consists of the brands Pairs™ and Azar®.
|
| Schedule of Estimated Useful Lives |
| | | | Buildings and building improvements | | Computer equipment and capitalized software | | Furniture and other equipment | | | |
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v3.25.4
INCOME TAXES (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Income Tax Disclosure [Abstract] |
|
| Schedule of Income Before Income Taxes and Non-controlling Interest |
U.S. and foreign income before income taxes are as follows:
|
| Schedule of Components of Income Tax Expense (Benefit) |
The components of the income tax provision (benefit) are as follows: | | | | | | | | | | | | | | | | | | | | | | Current income tax provision: | | | | | | | | | | | | | | | | | | | | | | | | Current income tax provision | | | | | | Deferred income tax provision (benefit): | | | | | | | | | | | | | | | | | | | | | | | | Deferred income tax provision (benefit) | | | | | | | | | | | |
|
| Schedule of Tax Payments, Net of Refunds Received |
Cash paid for income taxes, net of refunds received, by jurisdiction are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total income taxes paid, net of refunds received | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Cash paid during the year for interest | | | | | |
|
| Schedule of Deferred Tax Assets and Liabilities |
The tax effects of cumulative temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below. The valuation allowance is primarily related to deferred tax assets for foreign net operating losses. | | | | | | | | | | | | | | | | | | | | Net operating loss carryforwards | | | | | | | | Capitalized research expenses | | | | Disallowed interest carryforwards | | | | | | | | | | | | | | | | | | | | | | | | Total deferred tax assets | | | | | | | | Deferred tax assets, net of valuation allowance | | | | Deferred tax liabilities: | | | | | | | | | | | | | | | | | | | | Total deferred tax liabilities | | | | | | | |
|
| Schedule of Income Tax Rate Reconciliation |
A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income tax provision at the federal statutory rate | | | | | | | | | | | | State income taxes, net of federal benefit(a) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Change in valuation allowance | | | | | | | | | | | | | | | | | | | | | | | | Other foreign jurisdictions | | | | | | | | | | | | Effect of cross-border tax laws | | | | | | | | | | | | Foreign derived intangible income deduction | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Change in valuation allowance | | | | | | | | | | | | Nontaxable or nondeductible items | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Changes in uncertain tax positions | | | | | | | | | | | | | | | | | | | | | | | |
______________________ (a)The majority (greater than 50%) of the tax effect in this category was made up of New Jersey, New York, and New York City in 2025; Illinois, New Jersey, New York, New York City, and Pennsylvania in 2024; and California, Illinois, New Jersey, New York, Pennsylvania and South Carolina in 2023.
|
| Schedule of Unrecognized Tax Benefits Roll Forward |
A reconciliation of the beginning and ending amount of unrecognized tax benefits, including penalties but excluding interest, is as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Additions based on tax positions related to the current year | | | | | | Additions for tax positions of prior years | | | | | | Reductions for tax positions of prior years | | | | | | | | | | | | Expiration of applicable statute of limitations | | | | | | | | | | | |
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-Topic 235
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v3.25.4
GOODWILL AND INTANGIBLE ASSETS (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Goodwill and Intangible Assets Disclosure [Abstract] |
|
| Schedule of Goodwill and Intangible Assets, Net |
Goodwill and intangible assets, net, are as follows: | | | | | | | | | | | | | | | | | | | | Intangible assets with indefinite lives | | | | Intangible assets with definite lives, net | | | | Total goodwill and intangible assets, net | | | |
|
| Schedule of Goodwill by Reporting Unit |
The following table presents the balance of goodwill, including the changes in the carrying value of goodwill, for the years ended December 31, 2025 and 2024: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance at December 31, 2023 | | | | | | | | | | | Foreign Exchange Translation | | | | | | | | | | | | | | | | | | | | | | Reallocation to segments in the third quarter of 2024(a) | | | | | | | | | | | Foreign Exchange Translation | | | | | | | | | | | Balance at December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | Foreign Exchange Translation | | | | | | | | | | | Balance at December 31, 2025 | | | | | | | | | | |
______________________ (a)Represents the reallocation of goodwill to four reporting units. As a result of the change to our operating segments in the third quarter of 2024, we reassessed our reporting units and determined that the four operating segments are also our reporting units for the purpose of evaluating goodwill for impairment. The Company re-allocated goodwill to each of the four reporting units based on their relative fair values as of September 30, 2024. This change in reporting units is considered a triggering event that requires a goodwill impairment assessment to be performed immediately before and after the change. There was no goodwill impairment identified in either the before or after impairment tests.
|
| Schedule of Intangible Assets with Definite Lives |
At December 31, 2025 and 2024, intangible assets with definite lives are as follows: | | | | | | | | | | | | | | | | | Weighted- Average Useful Life (Years) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | Weighted- Average Useful Life (Years) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| Schedule of Expected Amortization of Intangible Assets |
At December 31, 2025, amortization of intangible assets with definite lives is estimated to be as follows:
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v3.25.4
FINANCIAL INSTRUMENTS (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Fair Value Disclosures [Abstract] |
|
| Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis |
The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis: | | | | | | | | | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Total Fair Value Measurements | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Digital assets (cost basis of $10,167) | | | | | | | | | | | |
| | | | | | | | | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Total Fair Value Measurements | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| Schedule of Carrying Value and Fair Value of Financial Instruments |
The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current maturities of long-term debt, net (a)(b) | | | | | | | | Long-term debt, net (a)(b) | | | | | | | |
______________________ (a)At December 31, 2025, the carrying value of current maturities of long-term debt, net includes unamortized debt issuance costs of $0.3 million. At December 31, 2025 and 2024, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $25.9 million and $26.0 million, respectively. (b)At December 31, 2025, the fair value of the outstanding 2026 Exchangeable Notes and 2030 Exchangeable Notes is $417.0 million and $517.0 million, respectively. At December 31, 2024, the fair value of the outstanding 2026 Exchangeable Notes and 2030 Exchangeable Notes is $541.2 million and $498.0 million, respectively.
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v3.25.4
LONG-TERM DEBT, NET (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Debt Disclosure [Abstract] |
|
| Schedule of Long-term Debt |
Long-term debt, net consists of: | | | | | | | | | | | | | | | | Credit Facility due March 20, 2029(a) | | | | Term Loan due February 13, 2027 | | | | 5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15 | | | | 4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1 | | | | 5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15 | | | | 4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1 | | | | 3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1 | | | | 6.125% Senior Notes due September 15, 2033 (the “6.125% Senior Notes”); interest payable each March 15 and September 15, commencing on March 15, 2026 | | | | 0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15 | | | | 2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15 | | | | | | | | Less: Current maturities of long-term debt | | | | Less: Unamortized original issue discount | | | | Less: Unamortized debt issuance costs | | | | Total long-term debt, net | | | |
______________________ (a)Subject to springing maturity, described below. The following table presents details of the outstanding exchangeable features: | | | | | | | Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable(a) | | Approximate Equivalent Exchange Price per Share(a) | | | | | | | | | | | | | | |
______________________ (a)Subject to adjustment upon the occurrence of specified events.
|
| Schedule of Debt Instrument Redemption |
|
| Schedule of Exchangeable Notes Hedge and Warrants |
The following table sets forth the components of the outstanding Exchangeable Notes as of December 31, 2025 and 2024: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Less: unamortized debt issuance costs | | | | | | | | Net carrying value included in current maturities of long- term debt, net | | | | | | | | Net carrying value included in long-term debt, net | | | | | | | |
December 31, 2025: | | | | | | | Approximate Equivalent Exchange Price per Share(a) | | | | | | | 2026 Exchangeable Notes Hedges | | | | 2030 Exchangeable Notes Hedges | | | |
| | | | | | | Weighted Average Strike Price per Share(a) | | | | | | | 2026 Exchangeable Notes Warrants | | | | 2030 Exchangeable Notes Warrants | | | |
______________________ (a)Subject to adjustment upon the occurrence of specified events.
|
| Schedule of Interest Expense, Exchangeable Notes |
The following table sets forth interest expense recognized related to the Exchangeable Notes for the years ended December 31, 2025, 2024, and 2023: | | | | Year Ended December 31, 2025 | | | | | | | | | | | | Contractual interest expense | | | | Amortization of debt issuance costs | | | | Total interest expense recognized | | | |
| | | | Year Ended December 31, 2024 | | | | | | | | | | | | Contractual interest expense | | | | Amortization of debt issuance costs | | | | Total interest expense recognized | | | |
| | | | Year Ended December 31, 2023 | | | | | | | | | | | | Contractual interest expense | | | | Amortization of debt issuance costs | | | | Total interest expense recognized | | | |
|
| Schedule of Long-term Debt Maturities |
Long-term debt maturities | | Years Ending December 31, | | | | | | | | | | | | | | | | | | Less: Current maturities of long-term debt | | Less: Unamortized original issue discount | | Less: Unamortized debt issuance costs | | Total long-term debt, net | |
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v3.25.4
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Equity [Abstract] |
|
| Schedule of Accumulated Other Comprehensive Loss |
The following tables present the components of accumulated other comprehensive loss. For the years ended December 31, 2025, 2024, and 2023, the Company’s accumulated other comprehensive loss relates to foreign currency translation adjustments. | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other comprehensive income (loss) | | | | | | Amounts reclassified into income | | | | | | Net current period other comprehensive income (loss) | | | | | | | | | | | |
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v3.25.4
EARNINGS PER SHARE (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Earnings Per Share [Abstract] |
|
| Schedule of Computation of Basic and Diluted Earnings per Share |
The following table sets forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (In thousands, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | Net (income) loss attributable to noncontrolling interests | | | | | | | | | | | | Impact from subsidiaries' dilutive securities | | | | | | | | | | | | Dilutive impact of Exchangeable Notes, net of income tax(a) | | | | | | | | | | | | Net income attributable to Match Group, Inc. shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted average basic shares outstanding | | | | | | | | | | | | Dilutive securities(b)(c) | | | | | | | | | | | | Dilutive shares from Exchangeable Notes, if-converted(a) | | | | | | | | | | | | Denominator for earnings per share— weighted average shares(b)(c) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Earnings per share attributable to Match Group, Inc. shareholders | | | | | | | | | | | |
______________________ (a)The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Notes. For the years ended December 31, 2025, 2024 and 2023, the Company adjusted net income attributable to Match Group, Inc. shareholders for the cash interest expense, net of income taxes, incurred on the 2026 and 2030 Exchangeable Notes. Dilutive shares were also included for the same series of Exchangeable Notes. (b)If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options, warrants, and subsidiary denominated equity and vesting of restricted stock units. For the years ended December 31, 2025, 2024, and 2023, 15.5 million, 17.3 million, and 15.9 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (c)Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods. For the years ended December 31, 2025, 2024, and 2023, 2.7 million, 3.0 million, and 3.2 million market-based awards and PSUs, respectively, were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.
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v3.25.4
STOCK-BASED COMPENSATION (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Share-Based Payment Arrangement [Abstract] |
|
| Schedule of Changes in Outstanding Stock Options |
Stock options outstanding at December 31, 2025 and changes during the year ended December 31, 2025 are as follows: | | | | | | | | | | | | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Term (In Years) | | | | | | | | | | | | (Shares and intrinsic value in thousands) | Outstanding at January 1, 2025 | | | | | | | | | | | | | | | | | | | | | | | | Outstanding and exercisable at December 31, 2025 | | | | | | | |
|
| Schedule of Restricted Stock Units and Performance Stock Units |
Unvested RSUs, PSUs, and market-based awards outstanding at December 31, 2025 and changes during the year ended December 31, 2025 are as follows: | | | | | | | | | | | | | | | | | | | | | Weighted Average Grant Date Fair Value | | | | Weighted Average Grant Date Fair Value | | | | Weighted Average Grant Date Fair Value | | | | | | | | | | | | | | | Unvested at January 1, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Unvested at December 31, 2025 | | | | | | | | | | | |
______________________ (a)Represents the maximum shares issuable.
|
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v3.25.4
SEGMENT AND GEOGRAPHIC INFORMATION (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Segment Reporting [Abstract] |
|
| Schedule of Segment Reporting Information |
The following table presents revenue by segment, which includes revenue from customers in the form of direct revenue, indirect revenue, which is primarily advertising revenue, and intersegment revenue, which is eliminated in consolidated results: The following tables present the significant segment expenses regularly reviewed by our CODM: | | | | | | | | | Year Ended December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Employee compensation expense, excluding stock-based compensation expense | | | | | | | | Other operating expenses(a) | | | | | | | | Stock-based compensation(b) | | | | | | | | | | | | | | | | Impairment and amortization of intangible assets(b) | | | | | | | |
| | | | | | | | | Year Ended December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Employee compensation expense, excluding stock-based compensation expense | | | | | | | | Other operating expenses(a) | | | | | | | | Stock-based compensation(b) | | | | | | | | | | | | | | | | Impairment and amortization of intangible assets(b) | | | | | | | |
| | | | | | | | | Year Ended December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Employee compensation expense, excluding stock-based compensation expense | | | | | | | | Other operating expenses(a) | | | | | | | | Stock-based compensation(b) | | | | | | | | | | | | | | | | Impairment and amortization of intangible assets(b) | | | | | | | |
______________________ (a)Other operating expenses primarily consists of office rent, business software, travel, indirect taxes, and professional fees. (b)Expense is a non-cash item and excluded from the profitability measure of Adjusted EBITDA.
|
| Schedule of Reconciliation of Operating Income (Loss) and Adjusted Operating Income (Loss) |
The following tables present the segment profitability measures, operating income (loss) and Adjusted EBITDA, and a reconciliation of the total segment profitability measures to income before income taxes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total segment operating income | | | | | | Corporate and unallocated costs(a) | | | | | | | | | | | | | | | | | | Income before income taxes | | | | | |
______________________ (a)Includes stock-based compensation and depreciation related to corporate. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total segment Adjusted EBITDA | | | | | | Corporate and unallocated costs | | | | | | | | | | | | | | | | | | Impairments and amortization of intangibles | | | | | | | | | | | | | | | | | | Income before income taxes | | | | | |
|
| Schedule of Revenue and Long-lived Assets |
Revenue by geography is based on where the customer is located. The United States is the only country from which revenue is greater than 10 percent of total revenue. Geographic information about revenue and long-lived assets is presented below: | | | | | | | | | | | | | | | | Long-lived assets (excluding goodwill and intangible assets) | | | | | | | | | | | | | | | | | | | |
|
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v3.25.4
LEASES (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Leases [Abstract] |
|
| Schedule of Lease Assets and Liabilities |
| | | | | | | | | Balance Sheet Classification | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current lease liabilities | | Accrued expenses and other current liabilities | | | | | Long-term lease liabilities | | Other long-term liabilities | | | | | | | | | | | |
|
| Schedule of Lease Cost |
| | | | | | | | | Income Statement Classification | | Year Ended December 31, 2025 | | Year Ended December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | General and administrative expense | | | | | Total fixed lease cost(a) | | | | | | | | | | | | | | | | | | | | | | | General and administrative expense | | | | | Total variable lease cost | | | | | | | | | | | | | |
______________________ (a)Includes approximately $0.5 million and $0.6 million of short-term lease cost for the years ended December 31, 2025 and December 31, 2024, respectively.
|
| Schedule of Maturity of Lease Liabilities |
Maturities of lease liabilities as of December 31, 2025(a): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Less: Tenant improvement receivables | | | Present value of lease liabilities | | |
______________________ (a)Operating lease payments exclude $29.3 million of legally binding minimum lease payments for leases signed but not yet commenced.
|
| Schedule of Weighted-Average Lease Term and Discount Rate of Leases |
The following are the weighted average assumptions used for lease term and discount rate:
|
| Schedule of Other Lease Information |
| | | | | Year Ended December 31, 2025 | | Year Ended December 31, 2024 | | | | | | | | | | | Right-of-use assets obtained in exchange for lease liabilities | | | | Cash paid for amounts included in the measurement of lease liabilities | | | |
|
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-Topic 842
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v3.25.4
CONSOLIDATED FINANCIAL STATEMENT DETAILS (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
| Schedule of Other Current Assets |
| | | | | | | | | | | | | | | | | | | | | | | | Capitalized mobile app fees | | | | | | | | | | | |
|
| Schedule of Property and Equipment, Net |
| | | | | | | | | | | | | | | | Property and equipment, net: | | | | Computer equipment and capitalized software | | | | Buildings and building improvements | | | | | | | | | | | | Furniture and other equipment | | | | | | | | | | | | Accumulated depreciation and amortization | | | | Property and equipment, net | | | |
|
| Schedule of Accrued Expenses and Other Current Liabilities |
| | | | | | | | | | | | | | | | Accrued expenses and other current liabilities: | | | | Accrued employee compensation and benefits | | | | | | | | Accrued advertising expense | | | | | | | | | | | | | | | | | | | | Accrued expenses and other current liabilities | | | |
|
| Schedule of Other Income, Net |
|
| Schedule of Cash and Cash Equivalents |
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | | | | | | | Restricted cash included in other current assets | | | | | | | | Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flow | | | | | | | |
|
| Schedule of Restricted Cash |
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | | | | | | | Restricted cash included in other current assets | | | | | | | | Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flow | | | | | | | |
|
| Schedule of Supplemental Disclosure of Cash Flow Information |
Cash paid for income taxes, net of refunds received, by jurisdiction are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total income taxes paid, net of refunds received | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Cash paid during the year for interest | | | | | |
|
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| X |
- DefinitionTabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 1
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-Section S99
-Paragraph 1
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v3.25.4
| X |
- DefinitionNumber of operating segments. An operating segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise), (b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. An operating segment may engage in business activities for which it has yet to earn revenues, for example, start-up operations may be operating segments before earning revenues. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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-Section 55
-Paragraph 49
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-Section 50
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v3.25.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)
|
3 Months Ended |
12 Months Ended |
|
Sep. 30, 2024
USD ($)
|
Dec. 31, 2025
USD ($)
reporting_unit
app_store
|
Dec. 31, 2024
USD ($)
|
Dec. 31, 2023
USD ($)
|
| Capitalized Contract Costs |
|
|
|
|
| Amortization of capitalized contract costs |
|
$ 692,700,000
|
$ 696,600,000
|
|
| Contract assets |
|
$ 23,200,000
|
28,600,000
|
$ 33,100,000
|
| Number of app stores | app_store |
|
2
|
|
|
| Revenue from contract with customer, due date (no later than) |
|
30 days
|
|
|
| Current deferred revenue |
|
$ 151,337,000
|
166,142,000
|
211,300,000
|
| Deferred revenue recognized |
|
166,100,000
|
211,300,000
|
|
| Non-current deferred revenue |
|
$ 0
|
0
|
|
| Cash equivalents: |
|
|
|
|
| Maturity period from date of purchase for cash and cash equivalents (in days, less than) |
|
91 days
|
|
|
| Property and Equipment |
|
|
|
|
| Property and equipment, net |
|
$ 131,159,000
|
$ 158,189,000
|
|
| Goodwill and Indefinite-Lived Intangible Assets |
|
|
|
|
| Number of reporting units | reporting_unit |
|
4
|
|
|
| Indefinite-lived intangible assets, fair value to carrying value, percentage (less than) |
|
|
110.00%
|
|
| Impairments and amortization of intangibles |
|
$ 38,548,000
|
$ 74,175,000
|
47,731,000
|
| Reclassification from indefinite-lived intangible asset to definite-lived intangible asset |
|
|
$ 47,200,000
|
|
| Long-Lived Assets and Intangible Assets with Definite Lives |
|
|
|
|
| Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] |
|
|
Impairments and amortization of intangibles
|
|
| Impairments and amortization of intangibles |
|
|
$ 1,900,000
|
|
| Advertising Costs |
|
|
|
|
| Advertising expense |
|
550,400,000
|
546,800,000
|
519,600,000
|
| Accumulated Foreign Currency Adjustment Attributable to Parent |
|
|
|
|
| Foreign Currency Translation and Transaction Gains and Losses |
|
|
|
|
| Amount of gains (losses) reclassified to earnings (less than in 2024) |
|
$ 800,000
|
100,000
|
$ 0
|
| MG Asia, Evergreen And Emerging Segment |
|
|
|
|
| Goodwill and Indefinite-Lived Intangible Assets |
|
|
|
|
| Impairments and amortization of intangibles |
$ 28,700,000
|
|
|
|
| Indefinite-lived Intangible Assets | Discount Rate |
|
|
|
|
| Goodwill and Indefinite-Lived Intangible Assets |
|
|
|
|
| Measurement input (as a percent) |
|
0.14
|
|
|
| Indefinite-lived Intangible Assets | Royalty Rate |
|
|
|
|
| Goodwill and Indefinite-Lived Intangible Assets |
|
|
|
|
| Measurement input (as a percent) |
|
0.06
|
|
|
| Software and Software Development Costs |
|
|
|
|
| Property and Equipment |
|
|
|
|
| Property and equipment, net |
|
$ 68,600,000
|
$ 60,200,000
|
|
| App Store #1 | Accounts Receivable | Customer Concentration Risk |
|
|
|
|
| Capitalized Contract Costs |
|
|
|
|
| Concentration risk (percent) |
|
74.00%
|
78.00%
|
|
| App Store #2 | Accounts Receivable | Customer Concentration Risk |
|
|
|
|
| Capitalized Contract Costs |
|
|
|
|
| Concentration risk (percent) |
|
19.00%
|
16.00%
|
|
| Minimum |
|
|
|
|
| Capitalized Contract Costs |
|
|
|
|
| Subscription period |
|
7 days
|
|
|
| Minimum | App Store |
|
|
|
|
| Capitalized Contract Costs |
|
|
|
|
| Account receivable, collection term |
|
30 days
|
|
|
| Minimum | Purchase Made Through Applications |
|
|
|
|
| Capitalized Contract Costs |
|
|
|
|
| Account receivable, collection term |
|
3 days
|
|
|
| Maximum |
|
|
|
|
| Capitalized Contract Costs |
|
|
|
|
| Subscription period |
|
6 months
|
|
|
| Maximum | App Store |
|
|
|
|
| Capitalized Contract Costs |
|
|
|
|
| Account receivable, collection term |
|
45 days
|
|
|
| Maximum | Purchase Made Through Applications |
|
|
|
|
| Capitalized Contract Costs |
|
|
|
|
| Account receivable, collection term |
|
5 days
|
|
|
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- DefinitionAmount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 720
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-Section 55
-Paragraph 1
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 720
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-Section 50
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-Topic 340
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479483/340-40-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (f)
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
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| X |
- DefinitionFor an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
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v3.25.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Disaggregation of Revenue [Line Items] |
|
|
|
| Total Direct Revenue |
$ 3,487,197
|
$ 3,479,373
|
$ 3,364,504
|
| Direct Revenue: |
|
|
|
| Disaggregation of Revenue [Line Items] |
|
|
|
| Total Direct Revenue |
3,414,877
|
3,417,978
|
3,308,131
|
| Direct Revenue: | Tinder |
|
|
|
| Disaggregation of Revenue [Line Items] |
|
|
|
| Total Direct Revenue |
1,862,922
|
1,940,619
|
1,917,629
|
| Direct Revenue: | Hinge |
|
|
|
| Disaggregation of Revenue [Line Items] |
|
|
|
| Total Direct Revenue |
690,870
|
550,435
|
396,485
|
| Direct Revenue: | Evergreen & Emerging |
|
|
|
| Disaggregation of Revenue [Line Items] |
|
|
|
| Total Direct Revenue |
593,763
|
642,988
|
691,426
|
| Direct Revenue: | Match Group Asia |
|
|
|
| Disaggregation of Revenue [Line Items] |
|
|
|
| Total Direct Revenue |
267,322
|
283,936
|
302,591
|
| Indirect Revenue (principally advertising revenue) |
|
|
|
| Disaggregation of Revenue [Line Items] |
|
|
|
| Total Direct Revenue |
$ 72,320
|
$ 61,395
|
$ 56,373
|
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v3.25.4
INCOME TAXES - Income Before Income Taxes and Non-controlling Interest (Details) - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Income Tax Disclosure [Abstract] |
|
|
|
| U.S. |
$ 661,835
|
$ 677,842
|
$ 708,333
|
| Foreign |
84,168
|
26,214
|
68,448
|
| Income before income taxes |
$ 746,003
|
$ 704,056
|
$ 776,781
|
v3.25.4
INCOME TAXES - Components of Income Tax Expense (Benefit) (Details) - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Current income tax provision: |
|
|
|
| Federal |
$ 28,990
|
$ 106,510
|
$ 54,523
|
| State |
12,063
|
18,039
|
16,136
|
| Foreign |
46,554
|
43,146
|
28,038
|
| Current income tax provision |
87,607
|
167,695
|
98,697
|
| Deferred income tax provision (benefit): |
|
|
|
| Federal |
43,748
|
(2,672)
|
33,267
|
| State |
(1,545)
|
(5,916)
|
(669)
|
| Foreign |
2,732
|
(6,364)
|
(5,986)
|
| Deferred income tax provision (benefit) |
44,935
|
(14,952)
|
26,612
|
| Income tax provision |
$ 132,542
|
$ 152,743
|
$ 125,309
|
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v3.25.4
INCOME TAXES - Schedule of Tax Payments, Net of Refunds Received (Details) - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Income Tax Paid, by Individual Jurisdiction [Line Items] |
|
|
|
| U.S. Federal |
$ 35,772
|
$ 81,412
|
$ 62,293
|
| U.S. State and Local |
13,424
|
18,845
|
17,686
|
| Foreign |
|
|
|
| Total Foreign |
50,322
|
45,225
|
22,055
|
| Total income taxes paid, net of refunds received |
99,518
|
145,482
|
102,034
|
| Brazil |
|
|
|
| Foreign |
|
|
|
| Total Foreign |
10,159
|
9,480
|
8,181
|
| Canada |
|
|
|
| Foreign |
|
|
|
| Total Foreign |
10,145
|
7,727
|
3,794
|
| France |
|
|
|
| Foreign |
|
|
|
| Total Foreign |
11,557
|
12,819
|
1,311
|
| Japan |
|
|
|
| Foreign |
|
|
|
| Total Foreign |
11,033
|
13,382
|
10,857
|
| Other |
|
|
|
| Foreign |
|
|
|
| Total Foreign |
$ 7,428
|
$ 1,817
|
$ (2,088)
|
v3.25.4
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands |
Dec. 31, 2025 |
Dec. 31, 2024 |
| Deferred tax assets: |
|
|
| Net operating loss carryforwards |
$ 155,548
|
$ 165,959
|
| Tax credit carryforwards |
49,277
|
71,222
|
| Capitalized research expenses |
99,442
|
127,428
|
| Disallowed interest carryforwards |
14,460
|
6,837
|
| Stock-based compensation |
25,622
|
30,671
|
| Accrued expenses |
36,451
|
19,963
|
| Exchangeable notes |
20,085
|
28,821
|
| Lease liabilities |
27,927
|
24,229
|
| Other |
8,620
|
6,066
|
| Total deferred tax assets |
437,432
|
481,196
|
| Less valuation allowance |
(161,210)
|
(156,710)
|
| Deferred tax assets, net of valuation allowance |
276,222
|
324,486
|
| Deferred tax liabilities: |
|
|
| Intangible assets |
(41,196)
|
(45,769)
|
| Right-of-use assets |
(24,010)
|
(19,981)
|
| Property and equipment |
(1,261)
|
(4,403)
|
| Other |
(4,430)
|
(3,546)
|
| Total deferred tax liabilities |
(70,897)
|
(73,699)
|
| Net deferred tax assets |
$ 205,325
|
$ 250,787
|
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v3.25.4
INCOME TAXES - Narrative (Details) - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Operating Loss Carryforwards |
|
|
|
| Income tax benefit related to net operating loss carryforwards |
$ 1,100
|
|
|
| Disallowed interest carryforwards |
14,460
|
$ 6,837
|
|
| Tax credit carryforwards |
65,300
|
|
|
| Increase (decrease) in valuation allowance |
4,500
|
|
|
| Valuation allowance at end of period |
161,200
|
|
|
| Increase (decrease) in unrecognized tax benefits, income tax penalties and interest accrued |
2,000
|
700
|
$ (300)
|
| Noncurrent income taxes payable, accrued interest and penalties |
3,600
|
1,600
|
|
| Income tax penalties and interest accrued |
64,000
|
50,300
|
|
| Tax positions for which the ultimate deductibility is highly certain but timing is uncertain |
58,500
|
$ 46,600
|
|
| Undistributed earnings of foreign subsidiaries |
339,900
|
|
|
| Research tax credit carryforward |
|
|
|
| Operating Loss Carryforwards |
|
|
|
| Tax credit carryforwards |
63,600
|
|
|
| Expires Between 2032 and 2045 |
|
|
|
| Operating Loss Carryforwards |
|
|
|
| Tax credit carryforwards |
6,300
|
|
|
| Federal |
|
|
|
| Operating Loss Carryforwards |
|
|
|
| Net operating loss carryforwards |
5,000
|
|
|
| Net operating loss carryforwards subject to expiration |
5,000
|
|
|
| State |
|
|
|
| Operating Loss Carryforwards |
|
|
|
| Net operating loss carryforwards |
141,200
|
|
|
| Net operating loss carryforwards not subject to restriction |
100,400
|
|
|
| State | Carried forward indefinitely |
|
|
|
| Operating Loss Carryforwards |
|
|
|
| Net operating loss carryforwards not subject to expiration |
1,300
|
|
|
| State | Expires Between 2026 and 2045 |
|
|
|
| Operating Loss Carryforwards |
|
|
|
| Net operating loss carryforwards subject to expiration |
139,900
|
|
|
| Foreign |
|
|
|
| Operating Loss Carryforwards |
|
|
|
| Net operating loss carryforwards |
625,400
|
|
|
| Net operating loss carryforwards not subject to restriction |
564,600
|
|
|
| Disallowed interest carryforwards |
51,700
|
|
|
| Foreign | Tax credit carryforward, other |
|
|
|
| Operating Loss Carryforwards |
|
|
|
| Tax credit carryforwards |
1,700
|
|
|
| Foreign | Carried forward indefinitely |
|
|
|
| Operating Loss Carryforwards |
|
|
|
| Net operating loss carryforwards not subject to expiration |
108,900
|
|
|
| Foreign | Expires Between 2026 and 2042 |
|
|
|
| Operating Loss Carryforwards |
|
|
|
| Net operating loss carryforwards subject to expiration |
$ 516,500
|
|
|
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v3.25.4
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] |
|
|
|
| Income tax provision at the federal statutory rate |
$ 156,661
|
$ 147,852
|
$ 163,124
|
| State income taxes, net of federal benefit |
7,539
|
15,866
|
11,955
|
| Other |
4,239
|
5,300
|
1,007
|
| Effect of cross-border tax laws |
|
|
|
| Foreign derived intangible income deduction |
(39,579)
|
(41,392)
|
(38,730)
|
| Foreign tax credits |
(14,171)
|
(9,414)
|
(7,950)
|
| Other |
186
|
162
|
0
|
| Tax credits |
|
|
|
| Research credits |
(14,569)
|
(9,761)
|
(11,380)
|
| Nontaxable or nondeductible items |
|
|
|
| Stock-based compensation |
1,081
|
18,950
|
28,245
|
| Other |
1,919
|
4,007
|
1,348
|
| Changes in uncertain tax positions |
1,087
|
(6,939)
|
(3,832)
|
| Income tax provision |
$ 132,542
|
$ 152,743
|
$ 125,309
|
| Effective Income Tax Rate Reconciliation, Percent [Abstract] |
|
|
|
| Income tax provision at the federal statutory rate |
21.00%
|
21.00%
|
21.00%
|
| State income taxes, net of federal benefit |
1.00%
|
2.30%
|
1.50%
|
| Change in valuation allowance |
|
|
0.00%
|
| Other |
0.60%
|
0.80%
|
0.10%
|
| Effect of cross-border tax laws |
|
|
|
| Foreign derived intangible income deduction |
(5.30%)
|
(5.90%)
|
(5.00%)
|
| Foreign tax credits |
(1.90%)
|
(1.30%)
|
(1.00%)
|
| Other |
0.00%
|
0.00%
|
0.00%
|
| Tax credits |
|
|
|
| Research credits |
(2.00%)
|
(1.40%)
|
(1.50%)
|
| Nontaxable or nondeductible items |
|
|
|
| Stock-based compensation |
0.10%
|
2.70%
|
3.60%
|
| Other |
0.30%
|
0.60%
|
0.20%
|
| Changes in uncertain tax positions |
0.10%
|
(1.00%)
|
(0.50%)
|
| Income tax provision |
17.80%
|
21.70%
|
16.10%
|
| Brazil |
|
|
|
| Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] |
|
|
|
| Foreign tax effects |
$ 10,449
|
$ 9,352
|
$ 7,956
|
| Effective Income Tax Rate Reconciliation, Percent [Abstract] |
|
|
|
| Foreign tax effects |
1.40%
|
1.30%
|
1.00%
|
| Canada |
|
|
|
| Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] |
|
|
|
| Change in valuation allowance |
$ 6,344
|
$ 7,521
|
$ 0
|
| Effective Income Tax Rate Reconciliation, Percent [Abstract] |
|
|
|
| Change in valuation allowance |
0.90%
|
1.10%
|
|
| Other |
|
|
|
| Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] |
|
|
|
| Foreign tax effects |
$ 11,171
|
$ 11,239
|
$ 4,817
|
| Effective Income Tax Rate Reconciliation, Percent [Abstract] |
|
|
|
| Foreign tax effects |
1.50%
|
1.60%
|
0.60%
|
| United States |
|
|
|
| Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] |
|
|
|
| Change in valuation allowance |
$ 185
|
$ 0
|
$ (31,251)
|
| Effective Income Tax Rate Reconciliation, Percent [Abstract] |
|
|
|
| Change in valuation allowance |
0.00%
|
0.00%
|
(4.00%)
|
v3.25.4
INCOME TAXES - Income Tax Contingencies (Details) - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Reconciliation of beginning and ending amount of unrecognized tax benefits, excluding interest |
|
|
|
| Balance at beginning of period |
$ 48,664
|
$ 45,047
|
$ 43,340
|
| Additions based on tax positions related to the current year |
11,402
|
13,166
|
7,397
|
| Additions for tax positions of prior years |
8,272
|
921
|
4,532
|
| Reductions for tax positions of prior years |
(7,533)
|
(58)
|
(615)
|
| Settlements |
(279)
|
(9,615)
|
(852)
|
| Expiration of applicable statute of limitations |
(98)
|
(797)
|
(8,755)
|
| Balance at end of period |
$ 60,428
|
$ 48,664
|
$ 45,047
|
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v3.25.4
GOODWILL AND INTANGIBLE ASSETS - Goodwill and Intangible Assets, Net (Details) - USD ($)
$ in Thousands |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Goodwill and Intangible Assets Disclosure [Abstract] |
|
|
|
| Goodwill |
$ 2,339,350
|
$ 2,310,730
|
$ 2,342,612
|
| Intangible assets with indefinite lives |
105,583
|
96,931
|
|
| Intangible assets with definite lives, net |
87,346
|
118,517
|
|
| Total goodwill and intangible assets, net |
$ 2,532,279
|
$ 2,526,178
|
|
| X |
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v3.25.4
GOODWILL AND INTANGIBLE ASSETS - Goodwill by Reporting Unit (Details)
$ in Thousands |
|
3 Months Ended |
9 Months Ended |
12 Months Ended |
|
Sep. 30, 2024
segment
|
Dec. 31, 2024
USD ($)
|
Sep. 30, 2024
USD ($)
|
Dec. 31, 2025
USD ($)
reporting_unit
segment
|
Dec. 31, 2024
USD ($)
|
| Goodwill |
|
|
|
|
|
| Balance at the beginning of the period |
|
|
$ 2,342,612
|
$ 2,310,730
|
$ 2,342,612
|
| Additions |
|
|
|
27,533
|
|
| Foreign Exchange Translation |
|
$ (9,002)
|
(19,883)
|
1,087
|
|
| Other Adjustments |
|
|
|
|
(2,997)
|
| Reallocation to segments in the third quarter of 2024 |
|
|
|
|
0
|
| Balance at the end of the period |
|
2,310,730
|
|
$ 2,339,350
|
2,310,730
|
| Number of reporting units | reporting_unit |
|
|
|
4
|
|
| Number of operating segments | segment |
4
|
|
|
4
|
|
| Tinder |
|
|
|
|
|
| Goodwill |
|
|
|
|
|
| Balance at the beginning of the period |
|
|
0
|
$ 1,532,968
|
0
|
| Additions |
|
|
|
0
|
|
| Foreign Exchange Translation |
|
0
|
0
|
0
|
|
| Other Adjustments |
|
|
|
|
0
|
| Reallocation to segments in the third quarter of 2024 |
|
|
|
|
1,532,968
|
| Balance at the end of the period |
|
1,532,968
|
|
1,532,968
|
1,532,968
|
| Hinge |
|
|
|
|
|
| Goodwill |
|
|
|
|
|
| Balance at the beginning of the period |
|
|
0
|
512,846
|
0
|
| Additions |
|
|
|
0
|
|
| Foreign Exchange Translation |
|
0
|
0
|
0
|
|
| Other Adjustments |
|
|
|
|
0
|
| Reallocation to segments in the third quarter of 2024 |
|
|
|
|
512,846
|
| Balance at the end of the period |
|
512,846
|
|
512,846
|
512,846
|
| Evergreen & Emerging |
|
|
|
|
|
| Goodwill |
|
|
|
|
|
| Balance at the beginning of the period |
|
|
0
|
182,517
|
0
|
| Additions |
|
|
|
27,533
|
|
| Foreign Exchange Translation |
|
0
|
0
|
0
|
|
| Other Adjustments |
|
|
|
|
0
|
| Reallocation to segments in the third quarter of 2024 |
|
|
|
|
182,517
|
| Balance at the end of the period |
|
182,517
|
|
210,050
|
182,517
|
| MG Asia |
|
|
|
|
|
| Goodwill |
|
|
|
|
|
| Balance at the beginning of the period |
|
|
0
|
82,399
|
0
|
| Additions |
|
|
|
0
|
|
| Foreign Exchange Translation |
|
(9,002)
|
$ 0
|
1,087
|
|
| Other Adjustments |
|
|
|
|
0
|
| Reallocation to segments in the third quarter of 2024 |
|
|
|
|
91,401
|
| Balance at the end of the period |
|
$ 82,399
|
|
$ 83,486
|
$ 82,399
|
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v3.25.4
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets with Definite Lives (Details) - USD ($)
$ in Thousands |
Dec. 31, 2025 |
Dec. 31, 2024 |
| Intangible assets with definite lives |
|
|
| Gross Carrying Amount |
$ 259,913
|
$ 248,687
|
| Accumulated Amortization |
(172,567)
|
(130,170)
|
| Total |
$ 87,346
|
$ 118,517
|
| Weighted-Average Useful Life (Years) |
7 years 8 months 12 days
|
7 years 1 month 6 days
|
| Customer lists |
|
|
| Intangible assets with definite lives |
|
|
| Gross Carrying Amount |
$ 102,521
|
$ 100,218
|
| Accumulated Amortization |
(93,334)
|
(71,659)
|
| Total |
$ 9,187
|
$ 28,559
|
| Weighted-Average Useful Life (Years) |
5 years
|
5 years
|
| Patent and technology |
|
|
| Intangible assets with definite lives |
|
|
| Gross Carrying Amount |
$ 44,837
|
$ 43,988
|
| Accumulated Amortization |
(43,525)
|
(38,547)
|
| Total |
$ 1,312
|
$ 5,441
|
| Weighted-Average Useful Life (Years) |
10 years
|
5 years 10 months 24 days
|
| Trade names |
|
|
| Intangible assets with definite lives |
|
|
| Gross Carrying Amount |
$ 112,537
|
$ 104,463
|
| Accumulated Amortization |
(35,690)
|
(19,946)
|
| Total |
$ 76,847
|
$ 84,517
|
| Weighted-Average Useful Life (Years) |
8 years
|
7 years 10 months 24 days
|
| Other |
|
|
| Intangible assets with definite lives |
|
|
| Gross Carrying Amount |
$ 18
|
$ 18
|
| Accumulated Amortization |
(18)
|
(18)
|
| Total |
$ 0
|
$ 0
|
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v3.25.4
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v3.25.4
FINANCIAL INSTRUMENTS - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($)
$ in Thousands |
Dec. 31, 2025 |
Dec. 31, 2024 |
| Short-term investments: |
|
|
| Short-term investments |
$ 3,461
|
$ 4,734
|
| Intangible assets: |
|
|
| Total |
387,404
|
389,742
|
| Intangible assets with indefinite lives |
105,583
|
96,931
|
| Digital Assets |
|
|
| Intangible assets: |
|
|
| Digital assets (cost basis of $10,167) |
7,216
|
|
| Time deposits |
|
|
| Short-term investments: |
|
|
| Short-term investments |
3,461
|
4,734
|
| Quoted Market Prices in Active Markets for Identical Assets (Level 1) |
|
|
| Intangible assets: |
|
|
| Total |
232,053
|
264,008
|
| Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Digital Assets |
|
|
| Intangible assets: |
|
|
| Digital assets (cost basis of $10,167) |
7,216
|
|
| Intangible assets with indefinite lives |
10,167
|
|
| Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Time deposits |
|
|
| Short-term investments: |
|
|
| Short-term investments |
0
|
0
|
| Significant Other Observable Inputs (Level 2) |
|
|
| Intangible assets: |
|
|
| Total |
155,351
|
125,734
|
| Significant Other Observable Inputs (Level 2) | Digital Assets |
|
|
| Intangible assets: |
|
|
| Digital assets (cost basis of $10,167) |
0
|
|
| Significant Other Observable Inputs (Level 2) | Time deposits |
|
|
| Short-term investments: |
|
|
| Short-term investments |
3,461
|
4,734
|
| Money market funds |
|
|
| Cash equivalents: |
|
|
| Cash equivalents |
224,837
|
264,008
|
| Money market funds | Quoted Market Prices in Active Markets for Identical Assets (Level 1) |
|
|
| Cash equivalents: |
|
|
| Cash equivalents |
224,837
|
264,008
|
| Money market funds | Significant Other Observable Inputs (Level 2) |
|
|
| Cash equivalents: |
|
|
| Cash equivalents |
0
|
0
|
| Time deposits |
|
|
| Cash equivalents: |
|
|
| Cash equivalents |
151,890
|
121,000
|
| Time deposits | Quoted Market Prices in Active Markets for Identical Assets (Level 1) |
|
|
| Cash equivalents: |
|
|
| Cash equivalents |
0
|
0
|
| Time deposits | Significant Other Observable Inputs (Level 2) |
|
|
| Cash equivalents: |
|
|
| Cash equivalents |
$ 151,890
|
$ 121,000
|
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v3.25.4
FINANCIAL INSTRUMENTS - Carrying Value and Fair Value of Financial Instruments (Details) - USD ($)
$ in Thousands |
Dec. 31, 2025 |
Dec. 31, 2024 |
| Fair Value, Balance Sheet Grouping, Financial Statement Captions |
|
|
| Current maturities of long-term debt, net |
$ (423,854)
|
$ 0
|
| Long-term debt, net |
(3,549,099)
|
|
| Debt issuance costs |
300
|
|
| 2026 Exchangeable Notes | Senior Notes |
|
|
| Fair Value, Balance Sheet Grouping, Financial Statement Captions |
|
|
| Current maturities of long-term debt, net |
(423,580)
|
0
|
| 2030 Exchangeable Notes | Senior Notes |
|
|
| Fair Value, Balance Sheet Grouping, Financial Statement Captions |
|
|
| Current maturities of long-term debt, net |
0
|
0
|
| Carrying Value |
|
|
| Fair Value, Balance Sheet Grouping, Financial Statement Captions |
|
|
| Current maturities of long-term debt, net |
(423,580)
|
0
|
| Long-term debt, net |
(3,549,099)
|
(3,848,983)
|
| Unamortized original issue discount and debt issuance costs |
25,900
|
26,000
|
| Fair Value |
|
|
| Fair Value, Balance Sheet Grouping, Financial Statement Captions |
|
|
| Current maturities of long-term debt, net |
(416,966)
|
0
|
| Long-term debt, net |
(3,450,867)
|
(3,578,976)
|
| Fair Value | 2026 Exchangeable Notes | Senior Notes |
|
|
| Fair Value, Balance Sheet Grouping, Financial Statement Captions |
|
|
| Long-term debt fair value |
417,000
|
541,200
|
| Fair Value | 2030 Exchangeable Notes | Senior Notes |
|
|
| Fair Value, Balance Sheet Grouping, Financial Statement Captions |
|
|
| Long-term debt fair value |
$ 517,000
|
$ 498,000
|
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v3.25.4
LONG-TERM DEBT, NET - Long-term Debt (Details) - USD ($)
$ in Thousands |
Dec. 31, 2025 |
Dec. 31, 2024 |
| Long-term Debt |
|
|
| Total long-term debt |
$ 3,998,854
|
$ 3,875,000
|
| Less: Current maturities of long-term debt |
423,854
|
0
|
| Less: Unamortized original issue discount |
1,043
|
2,554
|
| Less: Unamortized debt issuance costs |
24,858
|
23,463
|
| Total long-term debt, net |
3,549,099
|
3,848,983
|
| Credit Facility | Credit Facility due March 20, 2029 |
|
|
| Long-term Debt |
|
|
| Total long-term debt |
0
|
0
|
| Term Loan | Term Loan due February 13, 2027 |
|
|
| Long-term Debt |
|
|
| Total long-term debt |
$ 0
|
425,000
|
| Senior Notes | 5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15 |
|
|
| Long-term Debt |
|
|
| Stated interest rate (as a percent) |
5.00%
|
|
| Total long-term debt |
$ 450,000
|
450,000
|
| Senior Notes | 4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1 |
|
|
| Long-term Debt |
|
|
| Stated interest rate (as a percent) |
4.625%
|
|
| Total long-term debt |
$ 500,000
|
500,000
|
| Senior Notes | 5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15 |
|
|
| Long-term Debt |
|
|
| Stated interest rate (as a percent) |
5.625%
|
|
| Total long-term debt |
$ 350,000
|
350,000
|
| Senior Notes | 4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1 |
|
|
| Long-term Debt |
|
|
| Stated interest rate (as a percent) |
4.125%
|
|
| Total long-term debt |
$ 500,000
|
500,000
|
| Senior Notes | 3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1 |
|
|
| Long-term Debt |
|
|
| Stated interest rate (as a percent) |
3.625%
|
|
| Total long-term debt |
$ 500,000
|
500,000
|
| Senior Notes | 6.125% Senior Notes due September 15, 2033 (the “6.125% Senior Notes”); interest payable each March 15 and September 15, commencing on March 15, 2026 |
|
|
| Long-term Debt |
|
|
| Stated interest rate (as a percent) |
6.125%
|
|
| Total long-term debt |
$ 700,000
|
0
|
| Senior Notes | 0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15 |
|
|
| Long-term Debt |
|
|
| Stated interest rate (as a percent) |
0.875%
|
|
| Total long-term debt |
$ 423,854
|
575,000
|
| Less: Current maturities of long-term debt |
423,580
|
0
|
| Less: Unamortized debt issuance costs |
274
|
2,371
|
| Total long-term debt, net |
$ 0
|
572,629
|
| Senior Notes | 2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15 |
|
|
| Long-term Debt |
|
|
| Stated interest rate (as a percent) |
2.00%
|
|
| Total long-term debt |
$ 575,000
|
575,000
|
| Less: Current maturities of long-term debt |
0
|
0
|
| Less: Unamortized debt issuance costs |
4,531
|
5,592
|
| Total long-term debt, net |
$ 570,469
|
$ 569,408
|
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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v3.25.4
LONG-TERM DEBT, NET - Narrative (Details)
shares in Millions |
|
|
|
|
12 Months Ended |
|
|
Nov. 13, 2025
USD ($)
|
Sep. 08, 2025
USD ($)
|
Jan. 21, 2025
USD ($)
|
Mar. 20, 2024
USD ($)
|
Dec. 31, 2025
USD ($)
trading_day
shares
|
Dec. 31, 2024
USD ($)
|
Dec. 31, 2019
USD ($)
|
| Long-term Debt |
|
|
|
|
|
|
|
| Principal |
|
|
|
|
$ 3,998,854,000
|
$ 3,875,000,000
|
|
| Maximum |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Threshold trading days | trading_day |
|
|
|
|
5
|
|
|
| Minimum |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Threshold trading days | trading_day |
|
|
|
|
1
|
|
|
| Credit Fcility |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Debt instrument maturity term (in days) |
|
|
|
91 days
|
|
|
|
| Maximum borrowing capacity |
|
|
|
|
$ 500,000,000
|
500,000,000
|
|
| Remaining borrowing capacity |
|
|
|
|
499,400,000
|
499,400,000
|
|
| Credit Fcility | Letter of Credit |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Borrowings outstanding under credit facility |
|
|
|
|
$ 600,000
|
600,000
|
|
| Credit Facility and Term Loan | Minimum |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Maximum leverage ratio |
|
|
|
|
4.25
|
|
|
| Credit Facility | Credit Fcility |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Debt instrument maturity term (in days) |
|
|
|
91 days
|
|
|
|
| Debt maturity terms, threshold aggregated principal amount of other indebtedness |
|
|
|
$ 250,000,000
|
|
|
|
| Borrowings outstanding under credit facility |
|
|
|
|
$ 0
|
0
|
|
| Annual commitment fee (as a percent) |
|
|
|
|
0.25%
|
|
|
| Principal |
|
|
|
|
$ 0
|
0
|
|
| Credit Facility | Credit Fcility | Maximum |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Maximum leverage ratio |
|
|
|
|
5.0
|
|
|
| Term Loan | Term Loan |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Repayments of debt |
|
|
$ 425,000,000
|
|
|
|
|
| Principal |
|
|
|
|
$ 0
|
$ 425,000,000
|
|
| Basis spread on variable rate (as a percent) |
|
|
|
|
|
1.75%
|
|
| Effective interest rate (as a percent) |
|
|
|
|
|
6.22%
|
|
| Senior Notes |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Threshold trading days | trading_day |
|
|
|
|
20
|
|
|
| Threshold consecutive trading days | trading_day |
|
|
|
|
30
|
|
|
| Exchange price on applicable trading day (as a percent) |
|
|
|
|
130.00%
|
|
|
| Period of reported sale price of common stock |
|
|
|
|
5 days
|
|
|
| Period of consecutive reported sale price of common stock |
|
|
|
|
5 days
|
|
|
| Proportion of product of last reported price (as a percent) |
|
|
|
|
98.00%
|
|
|
| Senior Notes | Maximum |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Maximum leverage ratio |
|
|
|
|
5.0
|
|
|
| Senior Notes | 6.125% Senior Notes |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Principal |
|
|
|
|
$ 700,000,000
|
$ 0
|
|
| Stated interest rate (as a percent) |
|
|
|
|
6.125%
|
|
|
| Senior Notes | 3.625% Senior Notes |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Principal |
|
|
|
|
$ 500,000,000
|
500,000,000
|
|
| Stated interest rate (as a percent) |
|
|
|
|
3.625%
|
|
|
| Senior Notes | 0.875% Exchangeable Senior Notes due October 1, 2022 |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Stated interest rate (as a percent) |
|
|
|
|
0.875%
|
|
|
| Senior Notes | 4.625% Senior Notes |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Principal |
|
|
|
|
$ 500,000,000
|
500,000,000
|
|
| Stated interest rate (as a percent) |
|
|
|
|
4.625%
|
|
|
| Senior Notes | 4.125% Senior Notes |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Principal |
|
|
|
|
$ 500,000,000
|
500,000,000
|
|
| Stated interest rate (as a percent) |
|
|
|
|
4.125%
|
|
|
| Senior Notes | 5.625% Senior Notes |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Principal |
|
|
|
|
$ 350,000,000
|
350,000,000
|
|
| Stated interest rate (as a percent) |
|
|
|
|
5.625%
|
|
|
| Senior Notes | 5.00% Senior Notes |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Principal |
|
|
|
|
$ 450,000,000
|
450,000,000
|
|
| Stated interest rate (as a percent) |
|
|
|
|
5.00%
|
|
|
| Senior Notes | Exchangeable Notes | Match Group FinanceCo 2, Inc. & Match Group FinanceCo 3, Inc. |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Threshold trading days | trading_day |
|
|
|
|
20
|
|
|
| Threshold consecutive trading days | trading_day |
|
|
|
|
30
|
|
|
| Exchange price on applicable trading day (as a percent) |
|
|
|
|
130.00%
|
|
|
| Redemption price relative to principal amount (as a percent) |
|
|
|
|
100.00%
|
|
|
| Senior Notes | 2026 Exchangeable Notes |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Principal |
|
|
|
|
$ 423,854,000
|
575,000,000
|
|
| Effective interest rate (as a percent) |
|
|
|
|
1.20%
|
|
|
| Stated interest rate (as a percent) |
|
|
|
|
0.875%
|
|
|
| Face amount of debt instrument |
|
|
|
|
|
|
$ 575,000,000.0
|
| Senior Notes | 2030 Exchangeable Notes |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Principal |
|
|
|
|
$ 575,000,000
|
$ 575,000,000
|
|
| Effective interest rate (as a percent) |
|
|
|
|
2.20%
|
|
|
| Stated interest rate (as a percent) |
|
|
|
|
2.00%
|
|
|
| Face amount of debt instrument |
|
|
|
|
|
|
$ 575,000,000.0
|
| Senior Notes | 0.875% Exchangeable Senior Notes Due June 15, 2026 |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Repayments of debt |
$ 73,400,000
|
$ 74,400,000
|
|
|
|
|
|
| Repurchase amount |
74,800,000
|
76,400,000
|
|
|
$ 151,100,000
|
|
|
| Gain (loss) on extinguishment of debt |
$ 1,200,000
|
$ 1,800,000
|
|
|
|
|
|
| Senior Notes | 0.875% Exchangeable Senior Notes Due June 15, 2026 | Exchangeable Notes Hedge |
|
|
|
|
|
|
|
| Long-term Debt |
|
|
|
|
|
|
|
| Warrant settlement (in shares) | shares |
|
|
|
|
1.8
|
|
|
| Warrant settlement, value |
|
|
|
|
$ 0
|
|
|
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v3.25.4
LONG-TERM DEBT, NET - Redemption of 6.125% Notes (Details) - Senior Notes - 6.125% Senior Notes due September 15, 2033 (the “6.125% Senior Notes”); interest payable each March 15 and September 15, commencing on March 15, 2026
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Debt Instrument, Redemption, Period One |
|
| Debt Instrument, Redemption |
|
| Redemption price relative to principal amount (as a percent) |
103.063%
|
| Debt Instrument, Redemption, Period Two |
|
| Debt Instrument, Redemption |
|
| Redemption price relative to principal amount (as a percent) |
101.531%
|
| Debt Instrument, Redemption, Period Three |
|
| Debt Instrument, Redemption |
|
| Redemption price relative to principal amount (as a percent) |
100.00%
|
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-Section 50
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v3.25.4
LONG-TERM DEBT, NET - Redemption of 3.625% Notes (Details) - Senior Notes - 3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Debt Instrument, Redemption, Period One |
|
| Debt Instrument, Redemption |
|
| Redemption price relative to principal amount (as a percent) |
101.813%
|
| Debt Instrument, Redemption, Period Two |
|
| Debt Instrument, Redemption |
|
| Redemption price relative to principal amount (as a percent) |
101.208%
|
| Debt Instrument, Redemption, Period Three |
|
| Debt Instrument, Redemption |
|
| Redemption price relative to principal amount (as a percent) |
100.604%
|
| Debt Instrument, Redemption, Period Four |
|
| Debt Instrument, Redemption |
|
| Redemption price relative to principal amount (as a percent) |
100.00%
|
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-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (e)
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v3.25.4
LONG-TERM DEBT, NET - Redemption of 4.125% Notes (Details) - Senior Notes - 4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Debt Instrument, Redemption, Period One |
|
| Debt Instrument, Redemption |
|
| Redemption price relative to principal amount (as a percent) |
102.063%
|
| Debt Instrument, Redemption, Period Two |
|
| Debt Instrument, Redemption |
|
| Redemption price relative to principal amount (as a percent) |
101.375%
|
| Debt Instrument, Redemption, Period Three |
|
| Debt Instrument, Redemption |
|
| Redemption price relative to principal amount (as a percent) |
100.688%
|
| Debt Instrument, Redemption, Period Four |
|
| Debt Instrument, Redemption |
|
| Redemption price relative to principal amount (as a percent) |
100.00%
|
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-SubTopic 470
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (e)
-Publisher FASB
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v3.25.4
LONG-TERM DEBT, NET - Redemption of 5.625% Notes (Details) - Senior Notes - 5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Debt Instrument, Redemption, Period One |
|
| Debt Instrument, Redemption |
|
| Redemption price relative to principal amount (as a percent) |
101.875%
|
| Debt Instrument, Redemption, Period Two |
|
| Debt Instrument, Redemption |
|
| Redemption price relative to principal amount (as a percent) |
100.938%
|
| Debt Instrument, Redemption, Period Three |
|
| Debt Instrument, Redemption |
|
| Redemption price relative to principal amount (as a percent) |
100.00%
|
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-Topic 942
-SubTopic 470
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477734/942-470-50-3
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v3.25.4
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-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
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v3.25.4
LONG-TERM DEBT, NET - Components of Exchangeable Notes (Details) - USD ($)
$ in Thousands |
Dec. 31, 2025 |
Dec. 31, 2024 |
| Long-term Debt |
|
|
| Principal |
$ 3,998,854
|
$ 3,875,000
|
| Less: Unamortized debt issuance costs |
24,858
|
23,463
|
| Net carrying value included in current maturities of long-term debt, net |
423,854
|
0
|
| Net carrying value included in long-term debt, net |
3,549,099
|
3,848,983
|
| Senior Notes | 2026 Exchangeable Notes |
|
|
| Long-term Debt |
|
|
| Principal |
423,854
|
575,000
|
| Less: Unamortized debt issuance costs |
274
|
2,371
|
| Net carrying value included in current maturities of long-term debt, net |
423,580
|
0
|
| Net carrying value included in long-term debt, net |
0
|
572,629
|
| Senior Notes | 2030 Exchangeable Notes |
|
|
| Long-term Debt |
|
|
| Principal |
575,000
|
575,000
|
| Less: Unamortized debt issuance costs |
4,531
|
5,592
|
| Net carrying value included in current maturities of long-term debt, net |
0
|
0
|
| Net carrying value included in long-term debt, net |
$ 570,469
|
$ 569,408
|
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v3.25.4
LONG-TERM DEBT, NET - Interest Expense, Exchangeable Notes (Details) - Senior Notes - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| 2026 Exchangeable Notes |
|
|
|
| Long-term Debt |
|
|
|
| Contractual interest expense |
$ 4,740
|
$ 5,031
|
$ 5,031
|
| Amortization of debt issuance costs |
1,787
|
1,605
|
1,586
|
| Total interest expense recognized |
6,527
|
6,636
|
6,617
|
| 2030 Exchangeable Notes |
|
|
|
| Long-term Debt |
|
|
|
| Contractual interest expense |
11,500
|
11,500
|
11,500
|
| Amortization of debt issuance costs |
1,061
|
1,038
|
1,015
|
| Total interest expense recognized |
$ 12,561
|
$ 12,538
|
$ 12,515
|
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v3.25.4
LONG-TERM DEBT, NET - Long-Term Debt Maturities (Details) - USD ($)
$ in Thousands |
Dec. 31, 2025 |
Dec. 31, 2024 |
| Debt Disclosure [Abstract] |
|
|
| 2026 |
$ 423,854
|
|
| 2027 |
450,000
|
|
| 2028 |
500,000
|
|
| 2029 |
350,000
|
|
| 2030 |
1,075,000
|
|
| 2031 |
500,000
|
|
| 2033 |
700,000
|
|
| Total |
3,998,854
|
$ 3,875,000
|
| Less: Current maturities of long-term debt |
423,854
|
0
|
| Less: Unamortized original issue discount |
1,043
|
2,554
|
| Less: Unamortized debt issuance costs |
24,858
|
$ 23,463
|
| Total long-term debt, net |
$ 3,549,099
|
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
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-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
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-Section 50
-Paragraph 1E
-Subparagraph (d)
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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v3.25.4
SHAREHOLDERS' EQUITY (Details)
$ / shares in Units, $ in Thousands |
|
12 Months Ended |
|
|
|
Feb. 03, 2026
$ / shares
|
Dec. 31, 2025
USD ($)
vote
$ / shares
shares
|
Dec. 31, 2024
USD ($)
$ / shares
shares
|
Dec. 31, 2023
USD ($)
shares
|
Dec. 10, 2024
USD ($)
|
Jan. 31, 2024
USD ($)
|
| Share-based Compensation Arrangement by Share-based Payment Award |
|
|
|
|
|
|
| Number of votes per share | vote |
|
1
|
|
|
|
|
| Common stock shares reserved (shares) |
|
59,300,000
|
|
|
|
|
| Amount authorized to be repurchased | $ |
|
|
|
|
$ 1,500,000
|
$ 1,000,000
|
| Treasury stock, shares, acquired (shares) |
|
24,700,000
|
22,200,000
|
13,500,000
|
|
|
| Retirement of treasury stock | $ |
|
$ 788,800
|
$ 752,700
|
$ 546,200
|
|
|
| Preferred stock authorized (shares) |
|
100,000,000
|
|
|
|
|
| Preferred stock, par value (USD per share) | $ / shares |
|
$ 0.01
|
|
|
|
|
| Preferred stock issued (shares) |
|
0
|
|
|
|
|
| Payments of dividends | $ |
|
$ 186,255
|
$ 0
|
$ 0
|
|
|
| Dividends per share of common stock (USD per share) | $ / shares |
|
$ 0.76
|
$ 0.19
|
|
|
|
| Subsequent Event |
|
|
|
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award |
|
|
|
|
|
|
| Dividends per share of common stock (USD per share) | $ / shares |
$ 0.20
|
|
|
|
|
|
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| X |
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v3.25.4
ACCUMULATED OTHER COMPREHENSIVE LOSS - Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Accumulated Other Comprehensive Loss |
|
|
|
| Balance at beginning of period |
$ (63,657)
|
$ (19,073)
|
$ (358,881)
|
| Total other comprehensive income (loss) |
26,986
|
(64,172)
|
(16,279)
|
| Balance at end of period |
(253,396)
|
(63,657)
|
(19,073)
|
| Accumulated Other Comprehensive Loss |
|
|
|
| Accumulated Other Comprehensive Loss |
|
|
|
| Balance at beginning of period |
(449,611)
|
(385,471)
|
(369,182)
|
| Other comprehensive income (loss) |
26,200
|
(64,144)
|
(16,289)
|
| Amounts reclassified into income |
791
|
4
|
0
|
| Total other comprehensive income (loss) |
26,991
|
(64,140)
|
(16,289)
|
| Balance at end of period |
$ (422,620)
|
$ (449,611)
|
$ (385,471)
|
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v3.25.4
EARNINGS PER SHARE (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Numerator: Basic |
|
|
|
| Net income |
$ 613,461
|
$ 551,313
|
$ 651,472
|
| Net (income) loss attributable to noncontrolling interests |
(15)
|
(37)
|
67
|
| Net income attributable to Match Group, Inc. shareholders |
613,446
|
551,276
|
651,539
|
| Numerator: Diluted |
|
|
|
| Net income |
613,461
|
551,313
|
651,472
|
| Net (income) loss attributable to noncontrolling interests |
(15)
|
(37)
|
67
|
| Impact from subsidiaries' dilutive securities |
(7)
|
(24)
|
(81)
|
| Dilutive impact of Exchangeable Notes, net of income tax |
10,155
|
12,691
|
12,684
|
| Net income attributable to Match Group, Inc. shareholders |
$ 623,594
|
$ 563,943
|
$ 664,142
|
| Denominator: Basic |
|
|
|
| Weighted average basic shares outstanding (shares) |
242,676
|
260,299
|
275,773
|
| Denominator: Diluted |
|
|
|
| Weighted average basic shares outstanding (shares) |
242,676
|
260,299
|
275,773
|
| Dilutive securities (shares) |
6,612
|
5,367
|
4,114
|
| Dilutive shares from Exchangeable Notes, if-converted (shares) |
13,187
|
13,397
|
13,397
|
| Denominator for earnings per share—weighted average shares (shares) |
262,475
|
279,063
|
293,284
|
| Earnings per share: |
|
|
|
| Earnings per share attributable to Match Group, Inc. shareholders - basic (USD per share) |
$ 2.53
|
$ 2.12
|
$ 2.36
|
| Earnings per share attributable to Match Group, Inc. shareholders - diluted (USD per share) |
$ 2.38
|
$ 2.02
|
$ 2.26
|
| Stock Options, Warrants, and Subsidiary Denominated Equity |
|
|
|
| Antidilutive Securities Excluded from Computation of Earnings Per Share |
|
|
|
| Potentially dilutive securities excluded from the calculation of diluted earnings per share (shares) |
15,500
|
17,300
|
15,900
|
| Market based awards and performance based options and units |
|
|
|
| Antidilutive Securities Excluded from Computation of Earnings Per Share |
|
|
|
| Potentially dilutive securities excluded from the calculation of diluted earnings per share (shares) |
2,700
|
3,000
|
3,200
|
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-Section 45
-Paragraph 10
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v3.25.4
STOCK-BASED COMPENSATION - Narrative (Details)
$ / shares in Units, shares in Thousands, $ in Millions |
12 Months Ended |
|
Dec. 31, 2025
USD ($)
plan
day
$ / shares
shares
|
Dec. 31, 2024
USD ($)
$ / shares
shares
|
Dec. 31, 2023
USD ($)
|
| Share-based Compensation Arrangement by Share-based Payment Award |
|
|
|
| Number of active stock-based compensation plans | plan |
1
|
|
|
| Number of former stock-based compensation plans | plan |
3
|
|
|
| Shares available for grant (shares) | shares |
18,700
|
|
|
| Term of share-based compensation plan |
10 years
|
|
|
| Unrecognized compensation cost |
$ 304.6
|
|
|
| Weighted-average period of recognition (in years) |
1 year 10 months 24 days
|
|
|
| Excess tax benefits from stock-based awards |
$ 55.0
|
$ 28.7
|
$ 16.3
|
| Tax benefit realized from stock option exercises |
19.8
|
5.8
|
3.2
|
| Intrinsic value of options exercised in period |
28.2
|
6.9
|
|
| Cash received from stock option exercises |
$ 0.4
|
$ 6.5
|
13.0
|
| Withholding tax rate |
50.00%
|
|
|
| Number of common shares required to settle (shares) | shares |
3,100
|
2,900
|
|
| Cash required to settle vested and unvested interests at fair value |
$ 100.5
|
$ 95.3
|
|
| Common stock shares reserved for issuance under incentive plans (shares) | shares |
59,300
|
|
|
| Stock based compensation capitalized |
$ 11.0
|
$ 6.6
|
$ 11.7
|
| RSUs and PSUs |
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award |
|
|
|
| Weighted average grant date fair value of market-based awards (USD per share) | $ / shares |
$ 33.74
|
$ 35.78
|
|
| RSUs |
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award |
|
|
|
| Weighted average grant date fair value of market-based awards (USD per share) | $ / shares |
$ 33.74
|
|
|
| Fair value of equity awards other than options vested during period |
$ 217.4
|
$ 239.9
|
|
| Number of equity awards other than options granted during period (shares) | shares |
7,349
|
|
|
| PSUs |
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award |
|
|
|
| Weighted average grant date fair value of market-based awards (USD per share) | $ / shares |
$ 0
|
|
|
| Fair value of equity awards other than options vested during period |
$ 16.8
|
10.0
|
|
| Number of equity awards other than options granted during period (shares) | shares |
0
|
|
|
| Market-based awards |
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award |
|
|
|
| Weighted average grant date fair value of market-based awards (USD per share) | $ / shares |
$ 40.97
|
|
|
| Fair value of equity awards other than options vested during period |
$ 0.8
|
$ 0.0
|
|
| Number of equity awards other than options granted during period (shares) | shares |
2,765
|
1,300
|
|
| Market condition period |
45 days
|
|
|
| Number of trading days | day |
10
|
|
|
| Extended performance period |
90 days
|
|
|
| Employee Stock |
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award |
|
|
|
| Weighted-average period of recognition (in years) |
6 months
|
|
|
| Discount of the stock price from market price |
15.00%
|
|
|
| Purchase period (in months) |
6 months
|
|
|
| Number of shares purchased under ESPP (shares) | shares |
300
|
|
|
| Average price per share of shares purchased under ESPP (USD per share) | $ / shares |
$ 24.74
|
|
|
| Common stock shares reserved for issuance under incentive plans (shares) | shares |
1,900
|
|
|
| Unrecognized compensation cost, ESPP |
$ 0.6
|
|
|
| Minimum | RSUs |
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award |
|
|
|
| Vesting period |
3 years
|
|
|
| Maximum | RSUs |
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award |
|
|
|
| Vesting period |
4 years
|
|
|
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v3.25.4
STOCK-BASED COMPENSATION - Changes in Outstanding Stock Options (Details)
$ / shares in Units, shares in Thousands, $ in Thousands |
12 Months Ended |
|
Dec. 31, 2025
USD ($)
$ / shares
shares
|
|---|
| Shares |
|
| Balance at beginning of period (shares) | shares |
2,712
|
| Exercised (shares) | shares |
(1,768)
|
| Expired (shares) | shares |
(173)
|
| Balance at end of period (shares) | shares |
771
|
| Weighted Average Exercise Price |
|
| Balance at beginning of period (USD per share) | $ / shares |
$ 21.39
|
| Exercised (USD per share) | $ / shares |
18.12
|
| Expired (USD per share) | $ / shares |
39.52
|
| Balance at end of period (USD per share) | $ / shares |
$ 24.82
|
| Options, Additional Disclosures |
|
| Weighted average contractual term at period end (in years) |
1 year 2 months 12 days
|
| Aggregate intrinsic value of options outstanding | $ |
$ 8,668
|
| Options exercisable (shares) | shares |
771
|
| Weighted average exercise price, Options exercisable (USD per share) | $ / shares |
$ 24.82
|
| Weighted average contractual term, Options exercisable (in years) |
1 year 2 months 12 days
|
| Aggregate intrinsic value of options exercisable | $ |
$ 8,668
|
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-SubTopic 10
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-Section S99
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v3.25.4
STOCK-BASED COMPENSATION - Restricted Stock Units and Performance Stock Units (Details) - $ / shares
shares in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
| RSUs |
|
|
| Number of shares |
|
|
| Balance at beginning of period (shares) |
8,777
|
|
| Granted (shares) |
7,349
|
|
| Vested (shares) |
(4,769)
|
|
| Forfeited (shares) |
(2,849)
|
|
| Expired (shares) |
0
|
|
| Balance at end of period (shares) |
8,508
|
8,777
|
| Weighted Average Grant Date Fair Value |
|
|
| Balance at beginning of period (USD per share) |
$ 43.12
|
|
| Granted (USD per share) |
33.74
|
|
| Vested (USD per share) |
45.59
|
|
| Forfeited (USD per share) |
37.54
|
|
| Expired (USD per share) |
0
|
|
| Balance at end of period (USD per share) |
$ 35.51
|
$ 43.12
|
| PSUs |
|
|
| Number of shares |
|
|
| Balance at beginning of period (shares) |
1,454
|
|
| Granted (shares) |
0
|
|
| Vested (shares) |
(416)
|
|
| Forfeited (shares) |
(270)
|
|
| Expired (shares) |
0
|
|
| Balance at end of period (shares) |
768
|
1,454
|
| Weighted Average Grant Date Fair Value |
|
|
| Balance at beginning of period (USD per share) |
$ 41.31
|
|
| Granted (USD per share) |
0
|
|
| Vested (USD per share) |
40.53
|
|
| Forfeited (USD per share) |
38.28
|
|
| Expired (USD per share) |
0
|
|
| Balance at end of period (USD per share) |
$ 42.80
|
$ 41.31
|
| Market-based awards |
|
|
| Number of shares |
|
|
| Balance at beginning of period (shares) |
2,976
|
|
| Granted (shares) |
2,765
|
1,300
|
| Vested (shares) |
(16)
|
|
| Forfeited (shares) |
(1,546)
|
|
| Expired (shares) |
(828)
|
|
| Balance at end of period (shares) |
3,351
|
2,976
|
| Weighted Average Grant Date Fair Value |
|
|
| Balance at beginning of period (USD per share) |
$ 69.58
|
|
| Granted (USD per share) |
40.97
|
|
| Vested (USD per share) |
49.19
|
|
| Forfeited (USD per share) |
47.97
|
|
| Expired (USD per share) |
123.42
|
|
| Balance at end of period (USD per share) |
$ 42.73
|
$ 69.58
|
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v3.25.4
SEGMENT AND GEOGRAPHIC INFORMATION - Schedule of Segment Reporting Information (Details) - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Revenue |
$ 3,487,197
|
$ 3,479,373
|
$ 3,364,504
|
| Operating segments | Tinder |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Revenue |
1,924,711
|
1,991,137
|
1,963,610
|
| Operating segments | Hinge |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Revenue |
690,872
|
550,435
|
396,485
|
| Operating segments | Evergreen & Emerging |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Revenue |
608,093
|
654,168
|
700,925
|
| Operating segments | MG Asia |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Revenue |
268,166
|
284,522
|
303,484
|
| Eliminations |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Revenue |
$ (4,645)
|
$ (889)
|
$ 0
|
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v3.25.4
SEGMENT AND GEOGRAPHIC INFORMATION - Schedule of Reconciliation of Operating Income (Loss) to Earnings before Income Taxes (Details) - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Operating income (loss): |
$ 872,529
|
$ 823,312
|
$ 916,896
|
| Interest expense |
(147,551)
|
(160,071)
|
(159,887)
|
| Other income, net |
21,025
|
40,815
|
19,772
|
| Income before income taxes |
746,003
|
704,056
|
776,781
|
| Operating segments |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Operating income (loss): |
1,068,448
|
1,044,447
|
1,103,565
|
| Operating segments | Tinder |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Operating income (loss): |
832,638
|
889,222
|
955,519
|
| Operating segments | Hinge |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Operating income (loss): |
166,286
|
121,482
|
74,261
|
| Operating segments | Evergreen & Emerging |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Operating income (loss): |
63,266
|
66,088
|
82,460
|
| Operating segments | MG Asia |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Operating income (loss): |
6,258
|
(32,345)
|
(8,675)
|
| Corporate and unallocated costs |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Operating income (loss): |
$ (195,919)
|
$ (221,135)
|
$ (186,669)
|
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v3.25.4
SEGMENT AND GEOGRAPHIC INFORMATION - Schedule of Reconciliation of Adjusted EBITA to Earnings before Income Taxes (Details) - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Stock-based compensation |
$ (258,202)
|
$ (267,381)
|
$ (232,099)
|
| Depreciation |
(67,112)
|
(87,499)
|
(61,807)
|
| Impairments and amortization of intangibles |
(38,548)
|
(74,175)
|
(47,731)
|
| Interest expense |
(147,551)
|
(160,071)
|
(159,887)
|
| Other income, net |
21,025
|
40,815
|
19,772
|
| Income before income taxes |
746,003
|
704,056
|
776,781
|
| Tinder |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Depreciation |
(19,127)
|
(37,660)
|
(25,197)
|
| Impairments and amortization of intangibles |
0
|
0
|
0
|
| Hinge |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Depreciation |
(3,934)
|
(2,323)
|
(1,926)
|
| Impairments and amortization of intangibles |
0
|
0
|
0
|
| Evergreen & Emerging |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Depreciation |
(24,252)
|
(21,732)
|
(18,732)
|
| Impairments and amortization of intangibles |
(14,370)
|
(27,676)
|
(12,336)
|
| MG Asia |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Depreciation |
(14,887)
|
(20,834)
|
(11,671)
|
| Impairments and amortization of intangibles |
(24,178)
|
(46,499)
|
(35,395)
|
| Operating segments |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Adjusted EBITDA: |
1,374,661
|
1,414,725
|
1,382,592
|
| Operating segments | Tinder |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Adjusted EBITDA: |
941,351
|
1,017,023
|
1,049,360
|
| Operating segments | Hinge |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Adjusted EBITDA: |
226,499
|
166,478
|
107,646
|
| Operating segments | Evergreen & Emerging |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Adjusted EBITDA: |
140,436
|
170,418
|
163,796
|
| Operating segments | MG Asia |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Adjusted EBITDA: |
66,375
|
60,806
|
61,790
|
| Corporate and unallocated costs |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Adjusted EBITDA: |
$ (138,270)
|
$ (162,358)
|
$ (124,059)
|
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v3.25.4
SEGMENT AND GEOGRAPHIC INFORMATION - Schedule of Significant Segment Expenses (Detail) - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| Stock-based compensation |
$ 258,202
|
$ 267,381
|
$ 232,099
|
| Depreciation |
67,112
|
87,499
|
61,807
|
| Impairment and amortization of intangible assets |
38,548
|
74,175
|
47,731
|
| Tinder |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| In-app purchase fees |
390,395
|
414,908
|
417,571
|
| Cost of acquisition |
180,590
|
183,220
|
167,566
|
| Variable expense |
112,408
|
122,053
|
119,333
|
| Employee compensation expense, excluding stock-based compensation expense |
188,431
|
197,157
|
167,019
|
| Other operating expenses |
111,536
|
56,776
|
42,761
|
| Stock-based compensation |
89,586
|
90,141
|
68,644
|
| Depreciation |
19,127
|
37,660
|
25,197
|
| Impairment and amortization of intangible assets |
0
|
0
|
0
|
| Hinge |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| In-app purchase fees |
176,095
|
151,467
|
110,093
|
| Cost of acquisition |
121,966
|
98,808
|
67,758
|
| Variable expense |
25,695
|
17,100
|
15,004
|
| Employee compensation expense, excluding stock-based compensation expense |
112,495
|
95,445
|
79,084
|
| Other operating expenses |
28,122
|
21,137
|
16,900
|
| Stock-based compensation |
56,279
|
42,673
|
31,459
|
| Depreciation |
3,934
|
2,323
|
1,926
|
| Impairment and amortization of intangible assets |
0
|
0
|
0
|
| Evergreen & Emerging |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| In-app purchase fees |
62,896
|
70,735
|
70,012
|
| Cost of acquisition |
193,684
|
195,738
|
202,831
|
| Variable expense |
27,563
|
41,592
|
63,779
|
| Employee compensation expense, excluding stock-based compensation expense |
122,880
|
131,039
|
148,285
|
| Other operating expenses |
60,634
|
44,646
|
52,222
|
| Stock-based compensation |
38,548
|
54,922
|
50,268
|
| Depreciation |
24,252
|
21,732
|
18,732
|
| Impairment and amortization of intangible assets |
14,370
|
27,676
|
12,336
|
| MG Asia |
|
|
|
| Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] |
|
|
|
| In-app purchase fees |
61,610
|
63,292
|
70,251
|
| Cost of acquisition |
72,785
|
73,407
|
77,456
|
| Variable expense |
18,715
|
28,321
|
29,296
|
| Employee compensation expense, excluding stock-based compensation expense |
34,685
|
40,632
|
42,338
|
| Other operating expenses |
13,996
|
18,064
|
22,353
|
| Stock-based compensation |
21,052
|
25,818
|
23,399
|
| Depreciation |
14,887
|
20,834
|
11,671
|
| Impairment and amortization of intangible assets |
$ 24,178
|
$ 46,499
|
$ 35,395
|
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v3.25.4
SEGMENT AND GEOGRAPHIC INFORMATION - Revenue and Long-Lived Assets (Details) - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Revenue and Long-lived Assets by Geography |
|
|
|
| Revenue |
$ 3,487,197
|
$ 3,479,373
|
$ 3,364,504
|
| Long-lived assets (excluding goodwill and intangible assets) |
131,159
|
158,189
|
|
| United States |
|
|
|
| Revenue and Long-lived Assets by Geography |
|
|
|
| Revenue |
1,531,905
|
1,593,611
|
1,541,012
|
| Long-lived assets (excluding goodwill and intangible assets) |
101,947
|
119,638
|
|
| South Korea |
|
|
|
| Revenue and Long-lived Assets by Geography |
|
|
|
| Long-lived assets (excluding goodwill and intangible assets) |
14,846
|
16,608
|
|
| All other countries |
|
|
|
| Revenue and Long-lived Assets by Geography |
|
|
|
| Revenue |
1,955,292
|
1,885,762
|
$ 1,823,492
|
| Long-lived assets (excluding goodwill and intangible assets) |
$ 14,366
|
$ 21,943
|
|
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v3.25.4
LEASES - Balance Sheet Information (Details) - USD ($)
$ in Thousands |
Dec. 31, 2025 |
Dec. 31, 2024 |
| Assets: |
|
|
| Right-of-use assets |
$ 101,932
|
$ 86,417
|
| Liabilities: |
|
|
| Current lease liabilities |
16,644
|
19,213
|
| Long-term lease liabilities |
101,668
|
84,583
|
| Total lease liabilities |
$ 118,312
|
$ 103,796
|
| Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] |
Other non-current assets
|
Other non-current assets
|
| Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] |
Accrued expenses and other current liabilities
|
Accrued expenses and other current liabilities
|
| Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] |
Other long-term liabilities
|
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|
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v3.25.4
LEASES - Lease Cost (Details) - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
| Lessee, Lease, Description [Line Items] |
|
|
| Total fixed lease cost |
$ 23,403
|
$ 23,907
|
| Total variable lease cost |
3,589
|
3,809
|
| Net lease cost |
26,992
|
27,716
|
| Short-term lease cost |
500
|
600
|
| Cost of revenue |
|
|
| Lessee, Lease, Description [Line Items] |
|
|
| Total fixed lease cost |
2,004
|
1,875
|
| Total variable lease cost |
637
|
441
|
| General and administrative expense |
|
|
| Lessee, Lease, Description [Line Items] |
|
|
| Total fixed lease cost |
21,399
|
22,032
|
| Total variable lease cost |
$ 2,952
|
$ 3,368
|
| X |
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-Topic 842
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v3.25.4
LEASES - Operating Lease Liabilities Maturities (Details) - USD ($)
$ in Thousands |
Dec. 31, 2025 |
Dec. 31, 2024 |
| Leases [Abstract] |
|
|
| 2026 |
$ 24,452
|
|
| 2027 |
20,067
|
|
| 2028 |
19,862
|
|
| 2029 |
20,242
|
|
| 2030 |
16,911
|
|
| After 2030 |
42,475
|
|
| Total |
144,009
|
|
| Less: Interest |
(21,842)
|
|
| Less: Tenant improvement receivables |
(3,855)
|
|
| Present value of lease liabilities |
118,312
|
$ 103,796
|
| Minimum lease payments for leases signed but not yet commenced |
$ 29,300
|
|
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-Topic 942
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-Paragraph 2
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 842
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-Topic 942
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-Topic 942
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-Topic 942
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-Topic 942
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-Topic 942
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-Topic 942
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v3.25.4
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| Period Type: |
duration |
|
| X |
- DefinitionWeighted average discount rate for operating lease calculated at point in time. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 842
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 53
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479589/842-20-55-53
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 842
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (g)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478964/842-20-50-4
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-Topic 842
-SubTopic 20
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-Section 55
-Paragraph 53
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479589/842-20-55-53
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 842
-SubTopic 20
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v3.25.4
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-Topic 842
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-Section 45
-Paragraph 5
-Subparagraph (c)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 842
-SubTopic 20
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-Section 50
-Paragraph 4
-Subparagraph (g)(1)
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-URI https://asc.fasb.org/1943274/2147478964/842-20-50-4
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-Topic 842
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-URI https://asc.fasb.org/1943274/2147479589/842-20-55-53
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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|
v3.25.4
COMMITMENTS AND CONTINGENCIES (Details)
|
|
|
3 Months Ended |
|
|
|
|
Sep. 10, 2025
USD ($)
|
Jul. 19, 2022
USD ($)
|
Sep. 30, 2025
USD ($)
|
Dec. 31, 2025
USD ($)
lawsuit
|
Jul. 15, 2024
individual
|
Jan. 08, 2024
USD ($)
|
| Other Commitments [Line Items] |
|
|
|
|
|
|
| Loss contingency reserve |
|
|
|
$ 0
|
|
|
| Number of lawsuits with possible material impact (one or more) | lawsuit |
|
|
|
1
|
|
|
| Guarantee term |
|
|
|
6 months
|
|
|
| FTC v. Match Group, Inc. |
|
|
|
|
|
|
| Other Commitments [Line Items] |
|
|
|
|
|
|
| Loss contingency, damages sought |
|
$ 257,000,000
|
|
|
|
|
| Payments for legal settlements |
|
|
$ 14,000,000
|
|
|
|
| Allan Candelore v. Tinder, Inc. |
|
|
|
|
|
|
| Other Commitments [Line Items] |
|
|
|
|
|
|
| Payments for legal settlements |
$ 60,500,000
|
|
|
|
|
|
| Number of individuals in a class action lawsuit | individual |
|
|
|
|
270,000
|
|
| Minimum | Legal Case With Irish Data Protection Commission |
|
|
|
|
|
|
| Other Commitments [Line Items] |
|
|
|
|
|
|
| Loss contingency, estimate of possible loss |
|
|
|
|
|
$ 0
|
| Maximum | Legal Case With Irish Data Protection Commission |
|
|
|
|
|
|
| Other Commitments [Line Items] |
|
|
|
|
|
|
| Loss contingency, estimate of possible loss |
|
|
|
|
|
$ 60,000,000
|
| Purchase Obligation |
|
|
|
|
|
|
| Other Commitments [Line Items] |
|
|
|
|
|
|
| Purchase obligations due in 2026 |
|
|
|
$ 56,300,000
|
|
|
| Purchase obligation, to be paid in 2027 |
|
|
|
73,600,000
|
|
|
| Purchase obligation, to be paid in 2028 |
|
|
|
70,300,000
|
|
|
| Total purchase obligations |
|
|
|
$ 200,200,000
|
|
|
| X |
- DefinitionLoss Contingencies, Number Of Individuals In A Class Action Lawsuit
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|
| X |
- DefinitionNumber of Lawsuits with Possible Material Impact
| Name: |
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| Namespace Prefix: |
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| Data Type: |
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| Balance Type: |
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| Period Type: |
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|
| X |
- DefinitionProduct And Services, Guarantee Term
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| X |
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-Topic 450
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-1
Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 450
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-Section 50
-Paragraph 10
-Publisher FASB
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| X |
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-Topic 450
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 450
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-4
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 450
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| X |
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-Topic 275
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-Section 50
-Paragraph 9
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 720
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-Section 50
-Paragraph 1
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 460
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-Section 55
-Paragraph 27
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 450
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-Section 50
-Paragraph 9
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-9
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 450
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-Section 50
-Paragraph 4
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-URI https://asc.fasb.org/1943274/2147483076/450-20-50-4
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 460
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-Section 50
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 460
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-Section 50
-Paragraph 2
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|
| X |
- DefinitionThe amount of cash paid for the settlement of litigation or for other legal issues during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (g)
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-Topic 230
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|
| X |
- DefinitionMinimum amount of purchase arrangement in which the entity has agreed to expend funds to procure goods or services from a supplier. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
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-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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-Section S50
-Paragraph 4
-Publisher FASB
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
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-Section S99
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-Publisher FASB
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|
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-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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-Section S50
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
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-Topic 942
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-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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-Topic 942
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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|
| X |
- Details
| Name: |
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| Namespace Prefix: |
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| Data Type: |
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| Balance Type: |
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| Period Type: |
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|
| X |
- Details
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|
| X |
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| X |
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v3.25.4
BENEFIT PLANS (Details) - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Defined Contribution Plan Disclosure |
|
|
|
| Employee contribution limit per calendar year (as a percent of pre-tax earnings, up to statutory limit) |
75.00%
|
|
|
| Employer contribution per dollar employee contributes up to contribution limit (as a percent) |
100.00%
|
|
|
| Employer contribution limit per calendar year (as a percent of compensation, up to statutory limit) |
10.00%
|
|
|
| Defined contribution plan, maximum annual contributions per employee, amount |
$ 10
|
|
|
| United States |
|
|
|
| Defined Contribution Plan Disclosure |
|
|
|
| Employer matching contributions during period |
14,100
|
$ 14,500
|
$ 14,000
|
| Foreign Plan |
|
|
|
| Defined Contribution Plan Disclosure |
|
|
|
| Employer matching contributions during period |
$ 4,700
|
$ 5,200
|
$ 6,400
|
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-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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|
v3.25.4
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Other Current Assets (Details) - USD ($)
$ in Thousands |
Dec. 31, 2025 |
Dec. 31, 2024 |
| Other current assets: |
|
|
| Prepaid expenses |
$ 33,966
|
$ 40,936
|
| Capitalized mobile app fees |
23,153
|
28,629
|
| Other |
35,381
|
32,507
|
| Other current assets |
$ 92,500
|
$ 102,072
|
| X |
- DefinitionCapitalized Mobile Application Fees, Current
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mtch_CapitalizedMobileApplicationFeesCurrent |
| Namespace Prefix: |
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| Data Type: |
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| Balance Type: |
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| Period Type: |
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|
| X |
- DefinitionAmount of current assets classified as other. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
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v3.25.4
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Property and Equipment, Net (Details) - USD ($)
$ in Thousands |
Dec. 31, 2025 |
Dec. 31, 2024 |
| Property and equipment, net: |
|
|
| Property and equipment, gross |
$ 455,055
|
$ 465,367
|
| Accumulated depreciation and amortization |
(323,896)
|
(307,178)
|
| Property and equipment, net |
131,159
|
158,189
|
| Computer equipment and capitalized software |
|
|
| Property and equipment, net: |
|
|
| Property and equipment, gross |
327,047
|
294,359
|
| Buildings and building improvements |
|
|
| Property and equipment, net: |
|
|
| Property and equipment, gross |
20,184
|
68,493
|
| Leasehold improvements |
|
|
| Property and equipment, net: |
|
|
| Property and equipment, gross |
61,588
|
60,536
|
| Land |
|
|
| Property and equipment, net: |
|
|
| Property and equipment, gross |
6,473
|
11,565
|
| Furniture and other equipment |
|
|
| Property and equipment, net: |
|
|
| Property and equipment, gross |
13,102
|
17,060
|
| Projects in progress |
|
|
| Property and equipment, net: |
|
|
| Property and equipment, gross |
$ 26,661
|
$ 13,354
|
| X |
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v3.25.4
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands |
Dec. 31, 2025 |
Dec. 31, 2024 |
| Accrued expenses and other current liabilities: |
|
|
| Accrued employee compensation and benefits |
$ 112,121
|
$ 112,802
|
| Accrued legal settlement |
60,500
|
0
|
| Accrued advertising expense |
51,275
|
50,284
|
| Accrued non-income taxes |
28,937
|
41,133
|
| Accrued interest expense |
44,516
|
29,899
|
| Dividend payable |
44,181
|
47,776
|
| Other |
80,521
|
83,163
|
| Accrued expenses and other current liabilities |
$ 422,051
|
$ 365,057
|
| X |
- DefinitionCarrying value as of the balance sheet date of obligations incurred through that date and payable for advertising of the entity's goods and services. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(20))
-Publisher FASB
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v3.25.4
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Other Income, Net (Details) - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
|
| Interest income |
$ 21,935
|
$ 41,105
|
$ 26,772
|
| Foreign currency losses |
(8,316)
|
(579)
|
(7,919)
|
| Other |
7,406
|
289
|
919
|
| Other income, net |
$ 21,025
|
$ 40,815
|
$ 19,772
|
| X |
- DefinitionAmount, before tax, of realized and unrealized gain (loss) from foreign currency transaction. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section S99
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-Publisher FASB
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-Topic 830
-SubTopic 20
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-Section 35
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v3.25.4
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
|
|
| Cash and cash equivalents |
$ 1,027,838
|
$ 965,993
|
$ 862,440
|
$ 572,395
|
| Restricted cash included in other current assets |
0
|
0
|
0
|
121
|
| Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flow |
$ 1,027,838
|
$ 965,993
|
$ 862,440
|
$ 572,516
|
| X |
- DefinitionAmount of cash and cash equivalent. Cash includes, but is not limited to, currency on hand, demand deposit with financial institution, and account with general characteristic of demand deposit. Cash equivalent includes, but is not limited to, short-term, highly liquid investment that is both readily convertible to known amount of cash and so near maturity that it presents insignificant risk of change in value because of change in interest rate. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(1))
-Publisher FASB
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v3.25.4
| X |
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v3.25.4
SUBSEQUENT EVENT (Details) - USD ($)
$ in Thousands |
|
12 Months Ended |
|
Feb. 06, 2026 |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Subsequent Event [Line Items] |
|
|
|
|
| Intangible assets with indefinite lives |
|
$ 105,583
|
$ 96,931
|
|
| Intangible assets with definite lives, net |
|
87,346
|
118,517
|
|
| Goodwill |
|
2,339,350
|
$ 2,310,730
|
$ 2,342,612
|
| Azar App |
|
|
|
|
| Subsequent Event [Line Items] |
|
|
|
|
| Intangible assets with indefinite lives |
|
61,000
|
|
|
| Intangible assets with definite lives, net |
|
9,000
|
|
|
| Capitalized software development costs |
|
14,000
|
|
|
| Azar App | MG Asia |
|
|
|
|
| Subsequent Event [Line Items] |
|
|
|
|
| Goodwill |
|
$ 83,000
|
|
|
| Azar App | Revenue from Contract with Customer Benchmark | Product Concentration Risk |
|
|
|
|
| Subsequent Event [Line Items] |
|
|
|
|
| Concentration risk (percent) |
|
4.00%
|
4.00%
|
|
| Azar App | Subsequent Event |
|
|
|
|
| Subsequent Event [Line Items] |
|
|
|
|
| Notice period |
15 days
|
|
|
|
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| X |
- DefinitionThe carrying amount of capitalized computer software costs net of accumulated amortization as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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v3.25.4
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($)
$ in Thousands |
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Allowance for credit losses |
|
|
|
| Movement in Valuation Allowances and Reserves |
|
|
|
| Balance at Beginning of Period |
$ 379
|
$ 603
|
$ 387
|
| Charges to Income |
0
|
75
|
368
|
| Charges to Other Accounts |
(70)
|
(300)
|
(151)
|
| Deductions |
(5)
|
1
|
(1)
|
| Balance at End of Period |
304
|
379
|
603
|
| Deferred tax valuation allowance |
|
|
|
| Movement in Valuation Allowances and Reserves |
|
|
|
| Balance at Beginning of Period |
156,710
|
159,675
|
71,132
|
| Charges to Income |
7,810
|
8,860
|
127,700
|
| Charges to Other Accounts |
1,476
|
(1,109)
|
(142)
|
| Deductions |
(4,786)
|
(10,716)
|
(39,015)
|
| Balance at End of Period |
161,210
|
156,710
|
159,675
|
| Other reserves |
|
|
|
| Movement in Valuation Allowances and Reserves |
|
|
|
| Balance at Beginning of Period |
5,065
|
7,466
|
6,563
|
| Balance at End of Period |
$ 3,978
|
$ 5,065
|
$ 7,466
|
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