Match Group, Inc. (MTCH) · Quarterly Report (10-Q) SEC Filing

PART I FINANCIAL INFORMATION Item 1. Consolidated Financial Statements MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited) June 30, 2026 December 31, 2025 (In thousands, except share data) ASSETS Cash and cash equivalents $580,580 $1,027,838 Short-term investments 3,228 3,461 Accounts receivable, net of allowance of $306 and $304, respectively 279,307 303,495 Other current assets 89,111 92,500 Total current assets 952,226 1,427,294 Property and equipment, net of accumulated depreciation and amortization of $330,290 and $323,896, respectively 146,255 131,159 Goodwill 2,335,189 2,339,350 Intangible assets, net of accumulated amortization of $180,126 and $172,567, respectively 152,985 192,929 Deferred income taxes 180,442 216,057 Other non-current assets 266,818 154,022 TOTAL ASSETS $4,033,915 $4,460,811 LIABILITIES AND SHAREHOLDERS EQUITY LIABILITIES Current maturities of long-term debt, net $ $423,580 Accounts payable 26,609 9,577 Deferred revenue 152,738 151,337 Accrued expenses and other current liabilities 373,025 422,051 Total current liabilities 552,372 1,006,545 Long-term debt, net 3,551,878 3,549,099 Income taxes payable 48,806 43,522 Deferred income taxes 1,552 10,732 Other long-term liabilities 116,362 104,309 Commitments and contingencies SHAREHOLDERS EQUITY Common stock; $0.001 par value; authorized 1,600,000,000 shares; 304,807,863 and 300,166,909 shares issued; and 229,905,859 and 232,530,646 outstanding at June 30, 2026 and December 31, 2025, respectively 305 300 Additional paid-in capital 8,663,665 8,721,015 Retained deficit (5,628,924) (5,966,307) Accumulated other comprehensive loss (441,337) (422,620) Treasury stock; 74,902,004 and 67,636,263 shares, respectively (2,830,764) (2,585,892) Total Match Group, Inc. shareholders equity (237,055) (253,504) Noncontrolling interests 108 Total shareholders equity (237,055) (253,396) TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $4,033,915 $4,460,811 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 4 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (In thousands, except per share data) Revenue $853,105 $863,738 $1,717,039 $1,694,916 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 204,262 241,938 414,918 478,846 Selling and marketing expense 158,253 148,254 321,283 305,350 General and administrative expense 106,468 136,555 195,596 248,075 Product development expense 114,816 114,511 231,621 235,365 Depreciation 15,325 18,061 29,457 39,790 Impairment and amortization of intangibles 8,531 10,498 42,298 20,976 Total operating costs and expenses 607,655 669,817 1,235,173 1,328,402 Operating income 245,450 193,921 481,866 366,514 Interest expense (42,381) (32,160) (84,906) (67,416) Other income (expense), net 11,579 (4,056) 18,219 (1,440) Income before income taxes 214,648 157,705 415,179 297,658 Income tax provision (44,102) (32,227) (77,788) (54,609) Net income 170,546 125,478 337,391 243,049 Net income attributable to noncontrolling interests (8) (1) Net income attributable to Match Group, Inc. shareholders $170,546 $125,478 $337,383 $243,048 Net earnings per share attributable to Match Group, Inc. shareholders: Basic $0.73 $0.51 $1.45 $0.98 Diluted $0.70 $0.49 $1.37 $0.93 Stock-based compensation expense by function: Cost of revenue $1,379 $1,715 $2,846 $3,550 Selling and marketing expense 2,726 3,124 5,334 5,866 General and administrative expense 22,968 25,736 42,730 52,742 Product development expense 34,948 36,892 69,678 75,703 Total stock-based compensation expense $62,021 $67,467 $120,588 $137,861 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 5 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (In thousands) Net income $170,546 $125,478 $337,391 $243,049 Other comprehensive (loss) income, net of tax Change in foreign currency translation adjustment (7,196) 36,500 (18,719) 48,643 Total other comprehensive (loss) income (7,196) 36,500 (18,719) 48,643 Comprehensive income 163,350 161,978 318,672 291,692 Components of comprehensive (income) loss attributable to noncontrolling interests: Net income attributable to noncontrolling interests (8) (1) Change in foreign currency translation adjustment attributable to noncontrolling interests 2 (6) Comprehensive income attributable to noncontrolling interests (6) (7) Comprehensive income attributable to Match Group, Inc. shareholders $163,350 $161,978 $318,666 $291,685 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 6 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY (Unaudited) Three Months Ended June 30, 2026 Match Group Shareholders Equity Common Stock $0.001 Par Value $ Shares Additional Paid-in Capital Retained (Deficit) Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Shareholders Equity (In thousands) Balance as of March 31, 2026 $303 303,494 $8,661,187 $(5,799,470) $(434,141) $(2,645,996) $(218,117) Net income for the three months ended June 30, 2026 170,546 170,546 Other comprehensive loss, net of tax (7,196) (7,196) Stock-based compensation expense 66,188 66,188 Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes 2 1,314 (17,769) (17,767) Dividend and dividend equivalents declared ($0.20 per share of Common Stock and Restricted Stock Units) (46,907) (46,907) Dividend equivalent payable 966 966 Purchase of treasury stock (184,768) (184,768) Balance as of June 30, 2026 $305 304,808 $8,663,665 $(5,628,924) $(441,337) $(2,830,764) $(237,055) 7 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY (Unaudited) Three Months Ended June 30, 2025 Match Group Shareholders Equity Common Stock $0.001 Par Value $ Shares Additional Paid-in Capital Retained (Deficit) Earnings Accumulated Other Comprehensive (Loss) Income Treasury Stock Total Match Group Shareholders Equity Noncontrolling Interests Total Shareholders Equity (In thousands) Balance as of March 31, 2025 $298 297,661 $8,703,295 $(6,462,183) $(437,474) $(1,986,648) $(182,712) $ $(182,712) Net income for the three months ended June 30, 2025 125,478 125,478 125,478 Other comprehensive income, net of tax 36,500 36,500 36,500 Stock-based compensation expense 70,786 70,786 70,786 Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes 814 (7,953) (7,953) (7,953) Dividend and dividend equivalent declared ($0.19 per share of Common Stock and Restricted Stock Units) (47,344) (47,344) (47,344) Purchase of treasury stock (227,005) (227,005) (227,005) Purchase of noncontrolling interest (95) (95) (95) Noncontrolling interest created by the exercise of subsidiary denominated equity awards 105 105 Dividend equivalent payable 1,464 1,464 1,464 Balance as of June 30, 2025 $298 298,475 $8,720,153 $(6,336,705) $(400,974) $(2,213,653) $(230,881) $105 $(230,776) 8 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY (Unaudited) Six Months Ended June 30, 2026 Match Group Shareholders Equity Common Stock $0.001 Par Value $ Shares Additional Paid-in Capital Retained (Deficit) Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Match Group Shareholders Equity Noncontrolling Interests Total Shareholders Equity (In thousands) Balance as of December 31, 2025 $300 300,167 $8,721,015 $(5,966,307) $(422,620) $(2,585,892) $(253,504) $108 $(253,396) Net income for the six months ended June 30, 2026 337,383 337,383 8 337,391 Other comprehensive loss, net of tax (18,717) (18,717) (2) (18,719) Stock-based compensation expense 129,800 129,800 129,800 Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes 5 4,641 (94,175) (94,170) (94,170) Dividend and dividend equivalent declared ($0.40 per share of Common Stock and Restricted Stock Units) (101,039) (101,039) (101,039) Dividend equivalent payable 8,310 8,310 8,310 Purchase of noncontrolling interest 97 97 (457) (360) Purchase of treasury stock (244,872) (244,872) (244,872) Adjustment of noncontrolling interests to fair value (343) (343) 343 Balance as of June 30, 2026 $305 304,808 $8,663,665 $(5,628,924) $(441,337) $(2,830,764) $(237,055) $ $(237,055) 9 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY (Unaudited) (Continued) Six Months Ended June 30, 2025 Match Group Shareholders Equity Common Stock $0.001 Par Value $ Shares Additional Paid-in Capital Retained (Deficit) Earnings Accumulated Other Comprehensive (Loss) Income Treasury Stock Total Match Group Shareholders Equity Noncontrolling Interests Total Shareholders Equity (In thousands) Balance as of December 31, 2024 $294 294,432 $8,756,482 $(6,579,753) $(449,611) $(1,791,071) $(63,659) $2 $(63,657) Net income for the six months ended June 30, 2025 243,048 243,048 1 243,049 Other comprehensive income, net of tax 48,637 48,637 6 48,643 Stock-based compensation expense 143,298 143,298 143,298 Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes 4 4,043 (86,327) (86,323) (86,323) Dividend and dividend equivalent declared ($0.38 per share of Common Stock and Restricted Stock Units) (97,401) (97,401) (97,401) Dividend equivalent payable 4,271 4,271 4,271 Purchase of noncontrolling interest (95) (95) (84) (179) Purchase of treasury stock (422,582) (422,582) (422,582) Adjustment of noncontrolling interests to fair value (75) (75) 75 Noncontrolling interest created by the exercise of subsidiary denominated equity awards 105 105 Balance as of June 30, 2025 $298 298,475 $8,720,153 $(6,336,705) $(400,974) $(2,213,653) $(230,881) $105 $(230,776) The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 10 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Six Months Ended June 30, 2026 2025 (In thousands) Net income $337,391 $243,049 Adjustments to reconcile net income to net cash provided by operating activities: Stock-based compensation expense 120,588 137,861 Depreciation 29,457 39,790 Impairments and amortization of intangibles 42,298 20,976 Deferred income taxes 26,726 (7,908) Other adjustments, net (1,985) 15,721 Changes in assets and liabilities Accounts receivable 22,487 (12,739) Other assets 12,570 32,304 Accounts payable and other liabilities (47,425) (19,438) Income taxes payable and receivable 20,060 (6,071) Deferred revenue 2,032 (6,586) Net cash provided by operating activities 564,199 436,959 Cash flows from investing activities: Capital expenditures (37,698) (28,297) Purchases of investments (112,000) Other, net 12 (25,976) Net cash used in investing activities (149,686) (54,273) Cash flows from financing activities: Principal payments on Term Loan (425,000) Payments to settle exchangeable notes (423,854) Proceeds from issuance of common stock pursuant to stock-based awards and employee stock purchase plan 3,157 3,598 Withholding taxes paid on behalf of employees on net settled stock-based awards (92,489) (89,921) Purchases of treasury stock (245,400) (419,676) Dividends (90,929) (94,968) Purchase of noncontrolling interests (232) (84) Other, net (6,010) (6,225) Net cash used in financing activities (855,757) (1,032,276) Total cash used (441,244) (649,590) Effect of exchange rate changes on cash and cash equivalents (6,014) 18,840 Net decrease in cash and cash equivalents (447,258) (630,750) Cash and cash equivalents at beginning of period 1,027,838 965,993 Cash and cash equivalents at end of period $580,580 $335,243 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 11 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to help people make meaningful connections. Our global portfolio of brands includes Tinder , Hinge , Match , Meetic , OkCupid , Pairs , Plenty Of Fish , Azar , BLK , and more, each built to increase our users likelihood of connecting with others. Through our trusted brands, we provide tailored services to meet the varying preferences of our users. Match Group has three operating segments, Tinder, Hinge, and Everyone Everywhere. As used herein, Match Group, the Company, we, our, us, and similar terms refer to Match Group, Inc. and its subsidiaries, unless the context indicates otherwise. Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles ( GAAP ). The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. Intercompany transactions and accounts have been eliminated. In management s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in management s opinion, all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of our consolidated financial position, consolidated results of operations and consolidated cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated statements and notes thereto included in the Company s Annual Report on Form 10-K for the year ended December 31, 2025. Accounting Estimates Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the fair values of cash equivalents; the carrying value of accounts receivable, including the determination of the allowance for credit losses; the carrying value of right-of-use assets; the useful lives and recoverability of definite-lived intangible assets and property and equipment; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of equity securities without readily determinable fair values; contingencies; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets, and other factors that the Company considers relevant. Accounting for Investments and Equity Securities Investments in equity securities, other than those of our consolidated subsidiaries, are accounted for at fair value or under the measurement alternative of the Financial Accounting Standards Board s ( FASB ) equity securities guidance, with any changes to fair value recognized within other income (expense), net each reporting period. Under the measurement alternative, equity investments without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or a similar investment of the same issuer; value is generally determined based on a market approach as of the transaction date. 12 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) A security will be considered identical or similar if it has identical or similar rights to the equity securities held by the Company. The Company reviews its equity securities without readily determinable fair values for impairment each reporting period when there are qualitative factors or events that indicate possible impairment. Factors we consider in making this determination include negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. When indicators of impairment exist, the Company prepares quantitative assessments of the fair value of our investments in equity securities, which require judgment and the use of estimates. When our assessment indicates that the fair value of the investment is below the carrying value, the Company writes down the security to its fair value and records the corresponding charge within other income (expense), net. Revenue Recognition Revenue is recognized when control of the promised services are transferred to our customers, and in the amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Deferred Revenue Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company's performance. The Company s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of our performance obligation is one year or less. The current deferred revenue balance as of December 31, 2025 was $151.3 million. During the six months ended June 30, 2026, the Company recognized $146.6 million of revenue that was included in the deferred revenue balance as of December 31, 2025. The current deferred revenue balance at June 30, 2026 is $152.7 million. At June 30, 2026 and December 31, 2025, there was no non-current portion of deferred revenue. Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed. 13 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) Disaggregation of Revenue The following table presents disaggregated revenue: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (In thousands) Revenue: Direct Revenue $839,933 $845,451 $1,687,791 $1,657,900 Indirect Revenue (principally advertising revenue) 13,172 18,287 29,248 37,016 Total Revenue $853,105 $863,738 $1,717,039 $1,694,916 Direct Revenue: Tinder $457,464 $461,151 $912,161 $908,554 Hinge 203,533 167,505 398,030 319,746 Everyone Everywhere(a) 178,936 216,795 377,600 429,600 Total Direct Revenue $839,933 $845,451 $1,687,791 $1,657,900 ______________________ (a)Primarily consists of the brands Match , Meetic , OkCupid , Plenty Of Fish , Pairs , Azar , and a number of demographically focused brands. Recent Accounting Pronouncements Accounting pronouncements adopted by the Company In November 2024, the FASB issued Accounting Standard Update ( ASU ) No. 2024-04, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishment of convertible debt. We adopted ASU No. 2024-04 effective January 1, 2026. We adopted the new standard on a prospective basis. No induced conversions have occurred subsequent to the adoption of ASU 2024-04. Accounting pronouncements not yet adopted by the Company In November 2024, the FASB issued ASU No. 2024-03, which requires more detailed disclosures about specified categories of expenses, including employee compensation, within certain expense captions presented on the face of the income statement, and disclosure of selling expenses. ASU No. 2024-03 is effective for our annual reporting on Form 10-K for the year ended December 31, 2027 and within interim periods beginning on our Form 10-Q for the quarter ended March 31, 2028. The new standard may be applied prospectively or retrospectively, and early adoption is permitted. We expect ASU No. 2024-03 to only impact our disclosures with no impact to our results of operations, cash flows, and financial condition. We are currently evaluating when we will adopt the ASU. In September 2025, the FASB issued ASU No. 2025-06, which updates the accounting for internal use software. The ASU updates the criteria that must be met for entities to begin capitalizing software costs. ASU No. 2025-06 is effective for the Company starting January 1, 2028. The new standard may be adopted prospectively, retrospectively, or via modified prospective transition method, and early adoption is permitted. We are currently evaluating ASU No. 2025-06 and its impact on our results of operations, cash flows, and financial condition and evaluating when we will adopt the ASU. 14 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) NOTE 2 INCOME TAXES At the end of each interim period, the Company estimates the annual effective income tax rate and applies that rate to its ordinary year-to-date income or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects, is individually computed and recognized in the interim period in which it occurs. In addition, the effect of changes in enacted tax laws or rates, tax status, and judgment on the realizability of beginning-of-the-year deferred tax assets in future years or unrecognized tax benefits is recognized in the interim period in which the change occurs. The computation of the estimated annual effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of the realization of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or our tax environment changes. To the extent that the estimated annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in the income tax provision in the quarter in which the change occurs. For the three months ended June 30, 2026 and 2025, the Company recorded an income tax provision of $44.1 million and $32.2 million, respectively. For the six months ended June 30, 2026 and 2025, the Company recorded an income tax provision of $77.8 million and $54.6 million, respectively. The effective tax rates for the three-months ended June 30, 2026 and 2025 of 21% and 20%, respectively, were at or lower than the statutory rate primarily due to the lower tax rate on U.S. income derived from foreign sources and research credits. These effects were partially offset by state income taxes, nondeductible stock-based compensation, and foreign income taxed at higher rates. The effective tax rates for the six-months ended June 30, 2026 and 2025 of 19% and 18%, respectively, were lower than the statutory rate for the same reasons. The six-months ended June 30, 2026 and 2025 also included excess tax benefits generated by the exercise and vesting of stock-based awards. Match Group is routinely under audit by federal, state, local, and foreign authorities in the area of income tax. These audits include a review of the timing and amount of income and deductions, and the allocation of such income and deductions among various tax jurisdictions. The Internal Revenue Service ( IRS ) has completed its audit of the Company s federal income tax returns for years through December 31, 2019. Although the 2020 and 2021 tax years are closed to assessment, adjustments to taxable income may still be made if it impacts net operating loss or credit carryforwards brought forward from that year. Returns filed in various other jurisdictions are open to examination for tax years beginning with 2015. Although we believe that we have adequately reserved for our uncertain tax positions, the final tax outcome of these matters may vary significantly from our estimates. At June 30, 2026 and December 31, 2025, unrecognized tax benefits, including interest and penalties, were $70.9 million and $64.0 million, respectively. If unrecognized tax benefits at June 30, 2026 are subsequently recognized, income tax expense would be reduced by $69.9 million, net of related deferred tax assets and interest. The comparable amount as of December 31, 2025 was $58.5 million. The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Accruals of interest and penalties for the three months ended June 30, 2026 and 2025 were not material. At June 30, 2026, noncurrent income taxes payable includes accrued interest and penalties of $4.8 million. The comparable amount as of December 31, 2025 was $3.6 million. 15 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) NOTE 3 FINANCIAL INSTRUMENTS Equity securities without readily determinable fair values At June 30, 2026 and December 31, 2025, the carrying value of the Company s investments in equity securities without readily determinable fair values totaled $145.3 million and $33.3 million, respectively, and is included in Other non-current assets in the accompanying consolidated balance sheet. The increase is primarily due to a $100.0 million minority investment in Sniffies. The cumulative downward adjustments (including impairments) and upward adjustments to the carrying value of equity securities without readily determinable fair values through June 30, 2026 were $1.1 million and $6.7 million, respectively. For both the six months ended June 30, 2026 and 2025, there were no adjustments to the carrying value of equity securities without readily determinable fair values. For all equity securities without readily determinable fair values as of June 30, 2026 and December 31, 2025, the Company has elected the measurement alternative. For both the three and six months ended June 30, 2026 and 2025, under the measurement alternative election, the Company did not identify any fair value adjustments using observable price changes in orderly transactions for an identical or similar investment of the same issuer. Fair Value Measurements The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are: Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company s Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used. Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. 16 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) The following tables present the Company s financial instruments that are measured at fair value on a recurring basis: June 30, 2026 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $166,704 $ $166,704 Time deposits 17,000 17,000 Short-term investments: Time deposits 3,228 3,228 Intangible assets: Digital assets (cost basis of $15,167) 14,353 14,353 Total $181,057 $20,228 $201,285 December 31, 2025 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $224,837 $ $224,837 Time deposits 151,890 151,890 Short-term investments: Time deposits 3,461 3,461 Intangible assets: Digital assets (cost basis of $10,167) 7,216 7,216 Total $232,053 $155,351 $387,404 Assets measured at fair value on a nonrecurring basis The Company s non-financial assets, such as goodwill, intangible assets, property and equipment, and right-of-use assets, are adjusted to fair value only when an impairment charge is recognized. The Company s financial assets, comprised of equity securities without readily determinable fair values, are adjusted to fair value when observable price changes are identified or an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs. During the quarter ended March 31, 2026, Apple removed the Azar app from the Apple App Store following a February 6, 2026 update to Apple s App Review Guidelines. Updates were subsequently made to the app to comply with the updated guidelines, which led to the reinstatement of a new version of the Azar app. Based on these recent events, the financial outlook for Azar changed and the Company performed impairment assessments for the non-financial assets associated with Azar. An impairment charge of $25.2 million related to the Azar trade name was recognized in the quarter ended March 31, 17 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) 2026 based on a $33.4 million current fair value, which was determined using an avoided royalty discounted cash flow valuation. The Company also reclassified the Azar trade name from indefinite- lived intangible assets to the definite-lived intangible asset category as of March 31, 2026. Financial instruments measured at fair value only for disclosure purposes The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes. June 30, 2026 December 31, 2025 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Current maturities of long-term debt (a) (b) $ $ $(423,580) $(416,966) Long-term debt, net (a) (b) $(3,551,878) $(3,420,771) $(3,549,099) $(3,450,867) ______________________ (a)At December 31, 2025, the carrying value of current maturities of long-term debt, net includes unamortized debt issuance costs of $0.3 million. At June 30, 2026 and December 31, 2025, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $23.1 million and $25.9 million, respectively. (b)At June 30, 2026, the fair value of the 2030 Exchangeable Notes (described in Note 4 Long- term Debt, net ) is $523.4 million. At December 31, 2025, the fair value of the 2026 Exchangeable Notes (described in Note 4 Long-term Debt, net ) and 2030 Exchangeable Notes is $417.0 million and $517.0 million, respectively. At June 30, 2026 and December 31, 2025, the fair value of long-term debt, net, is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs. 18 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) NOTE 4 LONG-TERM DEBT, NET Long-term debt consists of: June 30, 2026 December 31, 2025 (In thousands) Credit Facility due March 20, 2029(a) $ $ 5.00% Senior Notes due December 15, 2027 (the 5.00% Senior Notes ); interest payable each June 15 and December 15 450,000 450,000 4.625% Senior Notes due June 1, 2028 (the 4.625% Senior Notes ); interest payable each June 1 and December 1 500,000 500,000 5.625% Senior Notes due February 15, 2029 (the 5.625% Senior Notes ); interest payable each February 15 and August 15 350,000 350,000 4.125% Senior Notes due August 1, 2030 (the 4.125% Senior Notes ); interest payable each February 1 and August 1 500,000 500,000 3.625% Senior Notes due October 1, 2031 (the 3.625% Senior Notes ); interest payable each April 1 and October 1 500,000 500,000 6.125% Senior Notes due September 15, 2033 (the 6.125% Senior Notes ); interest payable each March 15 and September 15 700,000 700,000 0.875% Exchangeable Senior Notes due June 15, 2026 (the 2026 Exchangeable Notes ) 423,854 2.00% Exchangeable Senior Notes due January 15, 2030 (the 2030 Exchangeable Notes ); interest payable each January 15 and July 15 575,000 575,000 Total debt 3,575,000 3,998,854 Less: Current maturities of long-term debt 423,854 Less: Unamortized original issue discount 788 1,043 Less: Unamortized debt issuance costs 22,334 24,858 Total long-term debt, net $3,551,878 $3,549,099 ______________________ (a)Subject to springing maturity, described below. Credit Facility Our wholly-owned subsidiary, Match Group Holdings II, LLC ( MG Holdings II ), is the borrower under a credit agreement (as amended, the Credit Agreement ) that provides for a revolving credit facility (the Credit Facility ). The Credit Facility has a borrowing capacity of $500 million. The maturity date of the Credit Facility is the earlier of (x) March 20, 2029 and (y) the date that is 91 days prior to the maturity date of the existing senior notes due 2027, 2028, or 2029, or any new indebtedness used to refinance such senior notes that matures prior to the date that is 91 days after March 20, 2029, in each case if and only if at least $250 million in aggregate principal amount of such debt is outstanding on such date. At both June 30, 2026 and December 31, 2025, there were no outstanding borrowings, $0.6 million in outstanding letters of credit, and $499.4 million of availability under the Credit Facility. The annual commitment fee on undrawn funds, which is based on MG Holdings II s consolidated net leverage ratio, was 25 basis points as of June 30, 2026. Borrowings under the Credit Facility bear interest, at MG Holdings II s option, at a base rate or a term secured overnight financing rate plus an applicable adjustment ( Adjusted Term SOFR ), plus an applicable margin based on MG Holdings II s consolidated net leverage ratio. If MG Holdings II borrows under the Credit Facility, it will be required to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0. 19 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) The Credit Agreement includes covenants that would limit the ability of MG Holdings II to pay dividends, make distributions, or repurchase MG Holdings II s stock in the event MG Holdings II s consolidated net leverage ratio exceeds 4.25 to 1.0, or if an event of default has occurred. The Credit Agreement includes additional covenants that limit the ability of MG Holdings II and its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions. Obligations under the Credit Facility are unconditionally guaranteed by certain MG Holdings II wholly-owned domestic subsidiaries and are also secured by the stock of certain MG Holdings II domestic and foreign subsidiaries. Outstanding borrowings, if any, have priority over the Senior Notes to the extent of the value of the assets securing the borrowings under the Credit Agreement. Senior Notes The 5.00% Senior Notes were issued on December 4, 2017. These notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The 4.625% Senior Notes were issued on May 19, 2020. These notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The 5.625% Senior Notes were issued on February 15, 2019. These notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The 4.125% Senior Notes were issued on February 11, 2020. These notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The 3.625% Senior Notes were issued on October 4, 2021. At any time prior to October 1, 2026, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The 6.125% Senior Notes were issued on August 20, 2025. At any time prior to September 15, 2028, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The indenture governing the 5.00% Senior Notes contains covenants that would limit MG Holdings II s ability to pay dividends or to make distributions and repurchase or redeem MG Holdings II s stock in the event a default has occurred or MG Holdings II s consolidated leverage ratio (as defined in the indenture) exceeds 5.0 to 1.0. No such limitations were in effect at June 30, 2026. There are additional covenants in the 5.00% Senior Notes indenture that limit the ability of MG Holdings II and its subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the event MG Holdings II is not in compliance with specified financial ratios, and (ii) incur liens, enter into agreements restricting their ability to pay dividends, enter into transactions with affiliates, or consolidate, merge or sell substantially all of their assets. The indentures governing the 3.625%, 4.125%, 4.625%, 5.625%, and 6.125% Senior Notes are less restrictive than the indenture governing the 5.00% Senior Notes and generally only limit MG Holdings II s and its subsidiaries ability to, among other things, create liens on assets, or consolidate, merge, sell or otherwise dispose of all or substantially all of their assets. The Senior Notes all rank equally in right of payment. 20 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) Exchangeable Notes During 2019, Match Group FinanceCo 2, Inc. and Match Group FinanceCo 3, Inc., direct, wholly- owned subsidiaries of the Company, issued $575.0 million aggregate principal amount of 2026 Exchangeable Notes and $575.0 million aggregate principal amount of 2030 Exchangeable Notes, respectively. In June 2026, at maturity, the Company settled, at par, the outstanding aggregate principal amount of the 2026 Exchangeable Notes, paying $423.9 million. The 2030 Exchangeable Notes are exchangeable, subject to adjustment upon the occurrence of specified events, at a rate of 12.3011 shares of the Company's common stock per $1,000 principal amount of notes, which represents an approximate equivalent exchange price of $81.29 per share. The 2030 Exchangeable Notes become exchangeable on October 15, 2029. The 2030 Exchangeable Notes are guaranteed by the Company but are not guaranteed by MG Holdings II or any of its subsidiaries. As more specifically set forth in the indenture, the 2030 Exchangeable Notes are exchangeable under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price on each applicable trading day; (2) during the five-business day period after any five-consecutive trading day period (the measurement period ) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the exchange rate on each such trading day; (3) if the issuer calls the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events as further described in the indentures governing the notes. On or after the exchangeable date, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion of their 2030 Exchangeable Notes regardless of the foregoing conditions. Upon exchange, the issuer, in its sole discretion, has the option to settle the 2030 Exchangeable Notes with cash, shares of the Company s common stock, or a combination of cash and shares of the Company's common stock. Any shares issued in further settlement of the 2030 Exchangeable Notes would be offset by shares received upon exercise of the Exchangeable Note Hedges (described below). There were not any 2026 or 2030 Exchangeable Notes presented for exchange during the six months ended June 30, 2026. The 2030 Exchangeable Notes were not exchangeable as of June 30, 2026. At both June 30, 2026 and December 31, 2025, there was no value in excess of the principal of the 2030 Exchangeable Notes outstanding on an if-converted basis using the Company s stock price on June 30, 2026 and December 31, 2025, respectively. Additionally, all or any portion of the 2030 Exchangeable Notes may be redeemed for cash, at the issuer s option, at any time, if the last reported sale price of the Company s common stock has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which the notice of redemption is provided, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the issuer provides notice of 21 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) redemption, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The following table sets forth the components of the outstanding Exchangeable Notes as of June 30, 2026 and December 31, 2025: June 30, 2026 December 31, 2025 2030 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Principal $575,000 $423,854 $575,000 Less: Unamortized debt issuance costs 3,993 274 4,531 Net carrying value included in current maturities of long-term debt, net $ $423,580 $ Net carrying value included in long-term debt, net $571,007 $ $570,469 The following table sets forth interest expense recognized related to the Exchangeable Notes: Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 2026 Exchangeable Notes 2030 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $773 $2,875 $1,258 $2,875 Amortization of debt issuance costs 125 271 400 265 Total interest expense recognized $898 $3,146 $1,658 $3,140 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 2026 Exchangeable Notes 2030 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $1,700 $5,750 $2,516 $5,750 Amortization of debt issuance costs 274 538 795 526 Total interest expense recognized $1,974 $6,288 $3,311 $6,276 The effective interest rate for the 2030 Exchangeable Notes is 2.2%. Exchangeable Notes Hedges and Warrants In connection with the 2030 Exchangeable Notes offering, the Company purchased call options (the "Exchangeable Notes Hedges") allowing it to purchase, initially, the same number of shares issuable upon exchange of the 2030 Exchangeable Notes, at the price per share set forth below, subject to adjustment upon the occurrence of specified events. Additionally, in connection with the offerings of the 2026 Exchangeable Notes and the 2030 Exchangeable Notes, the Company sold warrants (the "Warrants") allowing the counterparty to purchase shares at the per share prices set forth below, subject to adjustment upon the occurrence of specified events. 22 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) The Exchangeable Notes Hedges are expected to reduce the potential dilutive effect on the Company s common stock upon any exchange of the 2030 Exchangeable Notes and/or offset any cash payment Match Group FinanceCo 3, Inc. is required to make in excess of the principal amount of the exchanged notes. The Warrants have a dilutive effect on the Company s common stock to the extent that the market price per share of the Company s common stock exceeds their respective strike prices. At June 30, 2026, the outstanding Exchangeable Notes Hedges grant the Company the option to purchase 7.1 million shares of the Company's common stock, at an approximate equivalent exchange price of $81.29 per share. At June 30, 2026, the outstanding Warrants associated with the 2030 Exchangeable Notes allow the counterparty to purchase 7.1 million shares of the Company's common stock, at a weighted average strike price of $130.14 per share. The Warrants associated with the 2026 Exchangeable Notes remain outstanding until September 15, 2026 and allow the counterparty to purchase 5.0 million shares of the Company's common stock, at weighted average strike price of $130.08 per share. NOTE 5 ACCUMULATED OTHER COMPREHENSIVE LOSS The following table presents the components of accumulated other comprehensive loss. For each of the three and six months ended June 30, 2026 and 2025, the Company s accumulated other comprehensive loss relates to foreign currency translation adjustments. Three Months Ended June 30, 2026 2025 (In thousands) Balance at April 1 $(434,141) $(437,474) Other comprehensive (loss) income before reclassifications (7,230) 36,500 Amounts reclassified into earnings 34 Net period other comprehensive (loss) income (7,196) 36,500 Balance at June 30 $(441,337) $(400,974) Six Months Ended June 30, 2026 2025 (In thousands) Balance at January 1 $(422,620) $(449,611) Other comprehensive (loss) income before reclassifications (18,755) 47,846 Amounts reclassified into earnings 38 791 Net period other comprehensive (loss) income (18,717) 48,637 Balance at June 30 $(441,337) $(400,974) At both June 30, 2026 and 2025, there was no tax benefit or provision on the accumulated other comprehensive loss. 23 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) NOTE 6 EARNINGS PER SHARE The following table sets forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders: Three Months Ended June 30, 2026 2025 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net income $170,546 $170,546 $125,478 $125,478 Impact from subsidiaries dilutive securities (3) Dilutive impact of Exchangeable Notes, net of income tax(a) 2,800 3,173 Net income attributable to Match Group, Inc. shareholders $170,546 $173,346 $125,478 $128,648 Denominator Weighted average basic shares outstanding 232,504 232,504 244,370 244,370 Dilutive securities(b)(c) 4,023 5,861 Dilutive shares from Exchangeable Notes, if-converted(a) 11,230 13,542 Denominator for earnings per share weighted average shares(b)(c) 232,504 247,757 244,370 263,773 Earnings per share: Earnings per share attributable to Match Group, Inc. shareholders $0.73 $0.70 $0.51 $0.49 Six Months Ended June 30, 2026 2025 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net income $337,391 $337,391 $243,049 $243,049 Net income attributable to noncontrolling interests (8) (8) (1) (1) Impact from subsidiaries dilutive securities (7) Dilutive impact of Exchangeable Notes, net of income tax(a) 5,718 6,346 Net income attributable to Match Group, Inc. shareholders $337,383 $343,101 $243,048 $249,387 Denominator Weighted average basic shares outstanding 232,970 232,970 247,731 247,731 Dilutive securities(b)(c) 5,030 6,601 Dilutive shares from Exchangeable Notes, if-converted(a) 11,620 13,500 Denominator for earnings per share weighted average shares(b)(c) 232,970 249,620 247,731 267,832 Earnings per share: Earnings per share attributable to Match Group, Inc. shareholders $1.45 $1.37 $0.98 $0.93 24 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) ______________________ (a)The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Notes. For each of the three and six months ended June 30, 2026 and 2025, the Company adjusted net income attributable to Match Group, Inc. shareholders for the cash interest expense, net of income taxes, incurred on the 2026 and 2030 Exchangeable Notes. Dilutive shares were also included for the same series of Exchangeable Notes. (b)If the effect is dilutive, weighted average common shares outstanding includes the incremental shares that would be issued upon the assumed exercise of stock options, warrants, and subsidiary denominated equity and vesting of restricted stock units. For the three and six months ended June 30, 2026, 13.9 million and 13.2 million potentially dilutive securities, respectively, and for the three and six months ended June 30, 2025, 22.1 million and 21.9 million, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (c)Market-based awards and performance-based restricted stock units ( PSUs ) are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods. For both the three and six months ended June 30, 2026, 1.8 million market-based awards and PSUs, and for both the three and six months ended June 30, 2025, 3.3 million market-based awards and PSUs, were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met. NOTE 7 SEGMENT INFORMATION During the quarter ended June 30, 2026, our chief operating decision maker ( CODM ) reorganized our brands into three operating segments following certain organizational and management changes. Specifically, the Evergreen and Emerging and MG Asia operating segments were combined into a new segment called Everyone Everywhere. This change has been reflected in all historical periods presented. The Tinder and Hinge operating segments remain unchanged. Our CODM, who is our Chief Executive Officer, analyzes the results of our business through three operating segments consisting of brands or groups of brands within our portfolio: Tinder, Hinge, and Everyone Everywhere. These three operating segments are also our reportable segments. Our CODM primarily evaluates the operating results and performance of our segments through revenue, operating income, and Adjusted EBITDA. These financial metrics are used to view operating trends, perform analytical comparisons, compare performance between periods, and evaluate variances to forecast on a monthly basis. 25 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) The following table presents revenue by segment, which includes revenue from customers in the form of direct revenue, indirect revenue, which is primarily advertising revenue, and intersegment revenue, which is eliminated in consolidated results: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (In thousands) Revenue: Tinder $469,413 $476,701 $938,051 $940,117 Hinge 203,533 167,505 398,030 319,748 Everyone Everywhere 181,981 220,504 384,457 436,756 Eliminations (1,822) (972) (3,499) (1,705) Total $853,105 $863,738 $1,717,039 $1,694,916 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: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (In thousands) Operating income (loss): Tinder $210,890 $216,968 $426,814 $410,316 Hinge 63,094 38,926 119,206 67,551 Everyone Everywhere 21,001 (4,659) 24,902 5,466 Total segment operating income 294,985 251,235 570,922 483,333 Corporate and unallocated costs(a) (49,535) (57,314) (89,056) (116,819) Interest expense (42,381) (32,160) (84,906) (67,416) Other income (expense), net 11,579 (4,056) 18,219 (1,440) Income before income taxes $214,648 $157,705 $415,179 $297,658 ______________________ (a)Includes stock-based compensation and depreciation related to corporate functions. 26 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (In thousands) Adjusted EBITDA: Tinder $232,999 $246,214 $470,051 $474,682 Hinge 79,443 53,835 149,960 96,410 Everyone Everywhere 54,094 32,023 114,582 79,678 Total segment Adjusted EBITDA 366,536 332,072 734,593 650,770 Corporate and unallocated costs (35,209) (42,125) (60,384) (85,629) Stock-based compensation (62,021) (67,467) (120,588) (137,861) Depreciation (15,325) (18,061) (29,457) (39,790) Impairment and amortization of intangibles (8,531) (10,498) (42,298) (20,976) Interest expense (42,381) (32,160) (84,906) (67,416) Other income (expense), net 11,579 (4,056) 18,219 (1,440) Income before income taxes $214,648 $157,705 $415,179 $297,658 Corporate and unallocated costs includes 1) corporate expenses (such as executive management, investor relations, corporate development, and board of director and public company listing fees), 2) portions of corporate services (such as legal, human resources, accounting, and tax), and 3) certain centrally managed services and technology that have not been allocated to the individual business segments (such as central trust and safety operations and certain shared software). Our CODM does not review disaggregated assets on a segment basis; therefore, such information is not presented. Interest income and other income, net are not allocated to individual segments as these are managed on a consolidated basis. The accounting policies for segment reporting are the same as for our consolidated financial statements. 27 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) The following tables present the significant segment expenses regularly reviewed by our CODM: Three Months Ended June 30, 2026 Tinder Hinge Everyone Everywhere (In thousands) In-app purchase fees $84,901 $35,245 $18,187 Cost of acquisition 58,038 37,625 50,476 Variable expense 26,146 11,594 10,952 Employee compensation expense, excluding stock- based compensation expense 43,252 30,294 34,592 Other operating expenses(a) 24,077 9,332 13,680 Stock-based compensation(b) 20,432 14,446 13,799 Depreciation(b) 1,677 1,903 10,763 Amortization of intangible assets(b) 8,531 Three Months Ended June 30, 2025 Tinder Hinge Everyone Everywhere (In thousands) In-app purchase fees $98,285 $45,645 $33,091 Cost of acquisition 39,284 28,873 64,214 Variable expense 27,857 5,485 11,563 Employee compensation expense, excluding stock- based compensation expense 51,620 26,715 46,625 Other operating expenses(a) 13,441 6,952 32,988 Stock-based compensation(b) 23,722 14,044 16,061 Depreciation(b) 5,524 865 10,123 Amortization of intangible assets(b) 10,498 28 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) Six Months Ended June 30, 2026 Tinder Hinge Everyone Everywhere (In thousands) In-app purchase fees $173,670 $70,745 $41,616 Cost of acquisition 115,038 73,593 107,228 Variable expense 51,892 21,355 21,061 Employee compensation expense, excluding stock- based compensation expense 88,681 65,444 71,990 Other operating expenses(a) 38,719 16,933 27,980 Stock-based compensation(b) 40,008 27,128 26,851 Depreciation(b) 3,229 3,626 20,531 Impairment and amortization of intangible assets(b) 42,298 Six Months Ended June 30, 2025 Tinder Hinge Everyone Everywhere (In thousands) In-app purchase fees $193,528 $87,312 $65,262 Cost of acquisition 84,901 54,399 133,012 Variable expense 58,241 10,431 23,247 Employee compensation expense, excluding stock- based compensation expense 103,515 58,461 90,426 Other operating expenses(a) 25,250 12,735 45,131 Stock-based compensation(b) 49,037 27,276 33,122 Depreciation(b) 15,329 1,583 20,114 Amortization of intangible assets(b) 20,976 ______________________ (a)Other operating expenses primarily consists of office rent, business software, travel, indirect taxes, and professional fees. (b)Expense is a non-cash item and excluded from the profitability measure of Adjusted EBITDA. NOTE 8 CONTINGENCIES In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management s view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See Note 2 Income Taxes for additional information related to income tax contingencies. 29 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued) Irish Data Protection Commission Inquiry Regarding Tinder s Practices On February 3, 2020, we received a letter from the Irish Data Protection Commission (the DPC ) notifying us that the DPC had commenced an inquiry examining Tinder s compliance with the EU s General Data Protection Regulation ( GDPR ), focusing on Tinder s processes for handling access and deletion requests and Tinder s user data retention policies. On January 8, 2024, the DPC provided us with a preliminary draft decision alleging that certain of Tinder s access and retention policies, largely relating to protecting the safety and privacy of Tinder s users, violate GDPR requirements. We filed our response to the preliminary draft decision on March 15, 2024, and the DPC issued its draft decision on July 9, 2026 with a proposed fine between 8 million and 11 million. We recorded a $9.1 million provision for this matter during the quarter ended June 30, 2026, which is included in our consolidated financial statements as general and administrative expense and a related accrual is included in accrued expenses and other current liabilities. We believe we have strong defenses to these claims and will defend vigorously against them. 30 Table of Contents Item 2. Management s Discussion and Analysis of Financial Condition and Results of Operations During the quarter ended June 30, 2026, we reorganized our brands into three operating segments. Specifically, the Evergreen and Emerging and MG Asia operating segments were combined into a new segment called Everyone Everywhere. This change has been reflected in all historical periods presented. The Tinder and Hinge operating segments remain unchanged. Key Terms: Operating and financial metrics: Tinder consists of the world-wide activity of the brand Tinder . Hinge consists of the world-wide activity of the brand Hinge . Everyone Everywhere ( E&E ) consists of the world-wide activity of the brands Match , Meetic , OkCupid , Plenty Of Fish , Pairs , Azar , BLK , Chispa , The League , Upward , Salams , HER , and other smaller brands. Corporate and unallocated costs includes 1) corporate expenses (such as executive management, investor relations, corporate development, board of directors, and public company listing fees), 2) portions of corporate services (such as legal, human resources, accounting, and tax), and 3) certain centrally managed services and technology that have not been allocated to the individual business segments (such as central trust and safety operations and certain shared software). Direct Revenue is revenue that is received directly from end users of our services and includes both subscription and la carte revenue. Indirect Revenue is revenue that is not received directly from an end user of our services, substantially all of which is advertising revenue. Payers are unique users at a brand level in a given month from whom we earned Direct Revenue. When presented as a quarter-to-date or year-to-date value, Payers represents the average of the monthly values for the respective period presented. At a consolidated level and a business unit level to the extent a business unit consists of multiple brands, duplicate Payers may exist when we earn revenue from the same individual at multiple brands in a given month, as we are unable to identify unique individuals across brands in the Match Group portfolio. Revenue Per Payer ( RPP ) is the average monthly revenue earned from a Payer and is Direct Revenue for a period divided by the Payers in the period, further divided by the number of months in the period. Operating costs and expenses: Cost of revenue consists primarily of the amortization of in-app purchase fees, Variable Expenses (defined below), and employee compensation expense and stock-based compensation expense for personnel engaged in data center and customer care functions. Selling and marketing expense consists primarily of cost of acquisition expense and employee compensation expense and stock-based compensation expense for personnel engaged in selling and marketing, sales support, and public relations functions. General and administrative expense consists primarily of employee compensation expense and stock-based compensation expense for personnel engaged in executive management, finance, legal, tax, and human resources, fees for professional services (including transaction- related costs for acquisitions), and facilities costs. Product development expense consists primarily of employee compensation expense and stock-based compensation expense that are not capitalized for personnel engaged in the design, development, testing, and enhancement of our services and related technology. 31 Table of Contents In-app purchase fees consists of the amortization of in-app purchase fees, which are monies paid to Apple and Google in connection with the processing of in-app purchases of subscriptions and service features through the in-app payment systems provided by Apple and Google. Additionally, fees paid to Apple and Google for transactions not processed through their in-app payment systems are included within in-app purchase fees. Variable Expenses consists primarily of hosting fees, credit card processing fees, and rent, energy, and bandwidth costs associated with data centers. Cost of acquisition consists primarily of advertising expenditures, including online marketing (fees paid to search engines and social media sites), offline marketing, including television and print advertising, and production of advertising content. Employee compensation expense consists primarily of compensation expense (excluding stock-based compensation expense) and other employee-related costs that are not capitalized. Stock-based compensation expense consists principally of expense associated with awards of restricted stock units ( RSUs ), performance-based RSUs, and market-based awards that is not capitalized. These expenses are not paid in cash. Long-term debt: Credit Facility - The revolving credit facility under the credit agreement of MG Holdings II. As of June 30, 2026 and December 31, 2025, there was $0.6 million outstanding in letters of credit and $499.4 million of availability under the Credit Facility. 5.00% Senior Notes - MG Holdings II s 5.00% Senior Notes due December 15, 2027, with interest payable each June 15 and December 15, which were issued on December 4, 2017. As of June 30, 2026, $450 million aggregate principal amount was outstanding. 4.625% Senior Notes - MG Holdings II s 4.625% Senior Notes due June 1, 2028, with interest payable each June 1 and December 1, which were issued on May 19, 2020. As of June 30, 2026, $500 million aggregate principal amount was outstanding. 5.625% Senior Notes - MG Holdings II s 5.625% Senior Notes due February 15, 2029, with interest payable each February 15 and August 15, which were issued on February 15, 2019. As of June 30, 2026, $350 million aggregate principal amount was outstanding. 4.125% Senior Notes - MG Holdings II s 4.125% Senior Notes due August 1, 2030, with interest payable each February 1 and August 1, which were issued on February 11, 2020. As of June 30, 2026, $500 million aggregate principal amount was outstanding. 3.625% Senior Notes - MG Holdings II s 3.625% Senior Notes due October 1, 2031, with interest payable each April 1 and October 1, which were issued on October 4, 2021. As of June 30, 2026, $500 million aggregate principal amount was outstanding. 6.125% Senior Notes - MG Holdings II s 6.125% Senior Notes due September 15, 2033, with interest payable each March 15 and September 15, which were issued on August 20, 2025. The proceeds from the issuance of these notes were used to repay all of the outstanding 2026 Exchangeable Notes at their maturity or earlier, and the remaining proceeds were used for general corporate purposes. As of June 30, 2026, $700 million aggregate principal amount was outstanding. 2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes which were repaid at maturity on June 15, 2026. 2030 Exchangeable Notes - The 2.00% Exchangeable Senior Notes due January 15, 2030 issued by Match Group FinanceCo 3, Inc., a subsidiary of the Company, which are exchangeable into shares of the Company's common stock. Interest is payable each January 15 and July 15. As of June 30, 2026, $575 million aggregate principal amount was outstanding. 32 Table of Contents Non-GAAP financial measure: Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ( Adjusted EBITDA ) - is a Non-GAAP financial measure. See Non-GAAP Financial Measures below for the definition of Adjusted EBITDA and a reconciliation of net income attributable to Match Group, Inc. to Adjusted EBITDA. Management Overview Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to help people make meaningful connections. Our global portfolio of brands includes Tinder , Hinge , Match , Meetic , OkCupid , Pairs , Plenty Of Fish , Azar , BLK , and more, each built to increase our users likelihood of connecting with others. Through our trusted brands, we provide tailored services to meet the varying preferences of our users. We manage our portfolio of brands in three business units: Tinder, Hinge, and Everyone Everywhere. As used herein, Match Group, the Company, we, our, us, and similar terms refer to Match Group, Inc. and its subsidiaries, unless the context indicates otherwise. For a more detailed description of the Company s operating businesses, see Item 1. Business of the Company s Annual Report on Form 10-K for the year ended December 31, 2025. Azar Business Update On February 22, 2026, Apple removed the Azar app from the Apple App Store following a February 6, 2026 update to Apple s App Review Guidelines. Updates were subsequently made to the app to comply with the updated guidelines, which led to the reinstatement of a new version on April 6, 2026. The app updates necessitated by the new guidelines and the temporary removal from the app store resulted in lower Direct Revenue for the three and six months ended June 30, 2026. During the quarter ended March 31, 2026, we also updated the business forecast associated with the Azar app, which resulted in an impairment of $25.2 million to the indefinite-lived asset associated with the Azar trade name. Additional Information Investors and others should note that we announce material financial and operational information to our investors using our investor relations website at https://ir.mtch.com, our newsroom website at https://mtch.com/news, Tinder s newsroom website at www.tinderpressroom.com, Hinge s newsroom website at https://hinge.co/press, Securities and Exchange Commission ( SEC ) filings, press releases, and public conference calls. We use these channels as well as social media to communicate with our users and the public about our company, our services, and other issues. It is possible that the information we post on social media could be deemed to be material information. Accordingly, investors, the media, and others interested in our company should monitor the websites listed above and the social media channels listed on our investor relations website in addition to following our SEC filings, press releases, and public conference calls. Neither the information on our website, nor the information on the website of any Match Group business, is incorporated by reference into this report, or into any other filings with, or into any other information furnished or submitted to, the SEC. 33 Table of Contents Results of Operations for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 Revenue Three Months Ended June 30, Six Months Ended June 30, 2026 $ Change % Change 2025 2026 $ Change % Change 2025 (In thousands, except RPP) Revenue Direct Revenue: Tinder $457,464 $(3,687) (1)% $461,151 $912,161 $3,607 % $908,554 Hinge 203,533 36,028 22% 167,505 398,030 78,284 24% 319,746 Everyone Everywhere 178,936 (37,859) (17)% 216,795 377,600 (52,000) (12)% 429,600 Total Direct Revenue 839,933 (5,518) (1)% 845,451 1,687,791 29,891 2% 1,657,900 Indirect Revenue 13,172 (5,115) (28)% 18,287 29,248 (7,768) (21)% 37,016 Total Revenue $853,105 $(10,633) (1)% $863,738 $1,717,039 $22,123 1% $1,694,916 Payers: Tinder 8,518 (452) (5)% 8,970 8,575 (463) (5)% 9,038 Hinge 2,049 302 17% 1,747 2,003 281 16% 1,722 Everyone Everywhere 2,683 (693) (21)% 3,376 2,807 (579) (17)% 3,386 Total 13,250 (843) (6)% 14,093 13,385 (761) (5)% 14,146 (Change calculated using non-rounded numbers) RPP: Tinder $17.90 $0.76 4% $17.14 $17.73 $0.98 6% $16.75 Hinge $33.11 $1.15 4% $31.96 $33.12 $2.18 7% $30.94 Everyone Everywhere $22.24 $0.84 4% $21.40 $22.42 $1.27 6% $21.15 Total $21.13 $1.13 6% $20.00 $21.02 $1.49 8% $19.53 For the three months ended June 30, 2026 compared to the three months ended June 30, 2025 Tinder Direct Revenue declined 1%, driven by a 5% decrease in Payers, partially offset by an increase in RPP of 4%. Hinge Direct Revenue grew 22%, driven by 17% Payer growth, reflecting Hinge s continued European expansion, and 4% RPP growth. E&E Direct Revenue declined 17%, including a $19 million decrease in revenue at Azar impacted by the temporary Azar app removal discussed in the Azar business update above. Additional decreases occurred at several other brands within E&E. Indirect Revenue decreased due to lower direct advertisement revenue compared to 2025. For the six months ended June 30, 2026 compared to the six months ended June 30, 2025 Tinder Direct Revenue increased $3.6 million, essentially flat compared to 2025. Direct Revenue benefited from a 6% increase in RPP, which was positively impacted by the weakening of the U.S. dollar compared to the Euro, mostly offset by a 5% decrease in Payers. On a consistent foreign exchange rate basis, Direct Revenue declined $22.9 million, or 3%. Hinge Direct Revenue grew $78.3 million, or 24%. Revenue growth was driven by continued growth in the US and other English speaking markets and in European expansion markets. Payers increased 16%, and RPP increased 7%. RPP was positively impacted by the weakening of the U.S. dollar compared to the Euro. 34 Table of Contents E&E Direct Revenue declined $52.0 million, or 12%. The decline at E&E was driven by lower revenue at Azar, reflecting the temporary app removal, as well as Payer declines at several other E&E brands, partially offset by higher RPP. RPP was positively impacted by the weakening of the U.S. dollar compared to the Euro. Indirect Revenue decreased due to lower direct advertisement revenue compared to 2025. Cost of revenue (exclusive of depreciation) For the three months ended June 30, 2026 compared to the three months ended June 30, 2025 Three Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) Cost of revenue $204,262 $(37,676) (16)% $241,938 Percentage of revenue 24% 28% Cost of revenue decreased across all segments primarily due to Payers shifting from app store payments to alternate payment methods, resulting in $38.0 million lower in-app purchase fees and an increase of $4.6 million in credit card processing fees. For the six months ended June 30, 2026 compared to the six months ended June 30, 2025 Six Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) Cost of revenue $414,918 $(63,928) (13)% $478,846 Percentage of revenue 24% 28% Cost of revenue decreased across all segments primarily due to the factors described above in the three-month discussion. Selling and marketing expense For the three months ended June 30, 2026 compared to the three months ended June 30, 2025 Three Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) Selling and marketing expense $158,253 $9,999 7% $148,254 Percentage of revenue 19% 17% Selling and marketing expense increased 7% primarily due to higher cost of acquisition expense at Tinder and Hinge, partially offset by reductions at E&E. For the six months ended June 30, 2026 compared to the six months ended June 30, 2025 Six Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) Selling and marketing expense $321,283 $15,933 5% $305,350 Percentage of revenue 19% 18% Selling and marketing expense increased 5% primarily due to the factors described above in the three-month discussion. 35 Table of Contents General and administrative expense For the three months ended June 30, 2026 compared to the three months ended June 30, 2025 Three Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) General and administrative expense $106,468 $(30,087) (22)% $136,555 Percentage of revenue 12% 16% General and administrative expense decreased primarily due to a decrease in employee compensation of $12.0 million primarily within E&E and Corporate and Unallocated Costs due to a reduction in severance expense and reduced headcount. Additionally, legal expense decreased $15.1 million primarily within E&E, partially offset by an increase at Tinder. For the six months ended June 30, 2026 compared to the six months ended June 30, 2025 Six Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) General and administrative expense $195,596 $(52,479) (21)% $248,075 Percentage of revenue 11% 15% General and administrative expense decreased primarily due to a decrease in employee compensation of $20.6 million primarily within Corporate and Unallocated Costs and E&E due to reduced headcount and a reduction in severance expense compared to 2025. Stock-based compensation decreased $10.0 million primarily within Hinge and Tinder mostly due to headcount reductions. Additionally, legal expense decreased $16.6 million primarily within E&E, partially offset by an increase at Tinder. Product development expense For the three months ended June 30, 2026 compared to the three months ended June 30, 2025 Three Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) Product development expense $114,816 $305 % $114,511 Percentage of revenue 13% 13% Product development expense was flat with lower employee and stock-based compensation expense at Tinder and E&E; mostly offset by increased employee and stock-based compensation expense at Hinge and increased expense at Tinder and Hinge related to utilization of AI. For the six months ended June 30, 2026 compared to the six months ended June 30, 2025 Six Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) Product development expense $231,621 $(3,744) (2)% $235,365 Percentage of revenue 13% 14% Product development expense decreased 2% primarily due to the lower compensation expense noted in the three-month discussion above, partially offset by the incremental expense associated with AI utilization. 36 Table of Contents Depreciation For the three months ended June 30, 2026 compared to the three months ended June 30, 2025 Three Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) Depreciation $15,325 $(2,736) (15)% $18,061 Percentage of revenue 2% 2% Depreciation was lower in 2026 compared to 2025 primarily due to a decrease in depreciation of internally developed software at Tinder as certain assets became fully depreciated in the prior year, partially offset by increases within Hinge and E&E. For the six months ended June 30, 2026 compared to the six months ended June 30, 2025 Six Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) Depreciation $29,457 $(10,333) (26)% $39,790 Percentage of revenue 2% 2% Depreciation was lower in 2026 compared to 2025 primarily due to a decrease in depreciation of internally developed software at Tinder as certain assets became fully depreciated in the prior year. Impairments and amortization of intangibles For the three months ended June 30, 2026 compared to the three months ended June 30, 2025 Three Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) Amortization of intangibles $8,531 $(1,967) (19)% $10,498 Percentage of revenue 1% 1% Amortization of intangibles decreased primarily due to certain acquired assets having been fully amortized in 2025. For the six months ended June 30, 2026 compared to the six months ended June 30, 2025 Six Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) Impairments and amortization of intangibles $42,298 $21,322 102% $20,976 Percentage of revenue 2% 1% Impairments and amortization of intangibles increased primarily due to impairments of intangible assets at E&E of $25.2 million as discussed in the Azar business update above. 37 Table of Contents Net Income, Operating income, and Adjusted EBITDA Three Months Ended June 30, Six Months Ended June 30, 2026 $ Change % Change 2025 2026 $ Change % Change 2025 (Dollars in thousands) Net income attributable to Match Group, Inc. shareholders $170,546 $45,068 36% $125,478 $337,383 $94,335 39% $243,048 Operating income (loss) Tinder $210,890 $(6,078) (3)% $216,968 $426,814 $16,498 4% $410,316 Hinge 63,094 24,168 62% 38,926 119,206 51,655 76% 67,551 Everyone Everywhere 21,001 25,660 NM (4,659) 24,902 19,436 356% 5,466 Corporate and unallocated costs (49,535) 7,779 (14)% (57,314) (89,056) 27,763 (24)% (116,819) Operating income $245,450 $51,529 27% $193,921 $481,866 $115,352 31% $366,514 Adjusted EBITDA Tinder $232,999 $(13,215) (5)% $246,214 $470,051 $(4,631) (1)% $474,682 Hinge 79,443 25,608 48% 53,835 149,960 53,550 56% 96,410 Everyone Everywhere 54,094 22,071 69% 32,023 114,582 34,904 44% 79,678 Corporate and unallocated costs (35,209) 6,916 (16)% (42,125) (60,384) 25,245 (29)% (85,629) Adjusted EBITDA $331,327 $41,380 14% $289,947 $674,209 $109,068 19% $565,141 ______________________ NM = Not meaningful For a reconciliation of operating income to Adjusted EBITDA for each reportable segment, see Non-GAAP Financial Measures. For the three months ended June 30, 2026 compared to the three months ended June 30, 2025 Tinder s operating income was $210.9 million, down 3%, and Adjusted EBITDA was $233.0 million, down 5%, primarily due to an increase in cost of acquisition and a decrease in revenue, partially offset by a reduction in in-app purchase fees. Operating income further benefited from a reduction in depreciation and stock-based compensation expense. Hinge s operating income was $63.1 million, an increase of 62%, and Adjusted EBITDA was $79.4 million, an increase of 48%, primarily due to continued Payer growth, partially offset by increased cost of acquisition and employee compensation within product development expense. E&E s operating income was $21.0 million, an increase of $25.7 million, and Adjusted EBITDA was $54.1 million, an increase of 69%, both improving primarily due to reductions in legal expenses, in-app purchase fees, cost of acquisition, and employee compensation expense. These reductions were partially offset by the decrease in revenue. 38 Table of Contents For the six months ended June 30, 2026 compared to the six months ended June 30, 2025 Tinder s operating income was $426.8 million, up 4%, and Adjusted EBITDA was $470.1 million, down 1%, primarily due to the factors described above in the three-month discussion. Operating income further benefited from a reduction in depreciation and stock-based compensation expense. Hinge s operating income was $119.2 million, an increase of 76%, and Adjusted EBITDA was $150.0 million, an increase of 56%, primarily due to the factors described above in the three- month discussion. E&E s operating income was $24.9 million, an increase of $19.4 million, and Adjusted EBITDA was $114.6 million, an increase of 44%, both improving primarily due to the factors described above in the three-month discussion. At June 30, 2026, there was $381.5 million of unrecognized compensation cost, net of estimated forfeitures, related to stock-based awards, which is expected to be recognized over a weighted average period of approximately 2.1 years. Interest expense For the three months ended June 30, 2026 compared to the three months ended June 30, 2025 Three Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) Interest expense $42,381 $10,221 32% $32,160 Interest expense increased primarily due to the issuance of the 6.125% Senior Notes in August 2025. For the six months ended June 30, 2026 compared to the six months ended June 30, 2025 Six Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) Interest expense $84,906 $17,490 26% $67,416 Interest expense increased primarily due to the issuance of the 6.125% Senior Notes in August 2025, partially offset by the decrease in the outstanding balance of the Company s former term loan which was repaid in full in January 2025. Other income (expense), net For the three months ended June 30, 2026 compared to the three months ended June 30, 2025 Three Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) Interest Income $6,701 $4,637 225% $2,064 Foreign currency losses (412) 5,554 NM (5,966) Other 5,290 5,444 NM (154) Other income (expense), net $11,579 $15,635 NM $(4,056) 39 Table of Contents For the six months ended June 30, 2026 compared to the six months ended June 30, 2025 Six Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) Interest Income $15,379 $7,696 100% $7,683 Foreign currency gains (losses) 855 9,903 (109)% (9,048) Other 1,985 2,060 NM (75) Other income (expense), net $18,219 $19,659 NM $(1,440) Income tax provision For the three months ended June 30, 2026 compared to the three months ended June 30, 2025 Three Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) Income tax provision $44,102 $11,875 37% $32,227 Effective income tax rate 21% 20% In 2026 and 2025, the effective rates of 21% and 20%, respectively, were at or lower than the statutory rate primarily due to the lower tax rate on U.S. income derived from foreign sources and research credits. These effects were partially offset by state income taxes, nondeductible stock-based compensation, and foreign income taxed at higher rates. For the six months ended June 30, 2026 compared to the six months ended June 30, 2025 Six Months Ended June 30, 2026 $ Change % Change 2025 (Dollars in thousands) Income tax provision $77,788 $23,179 42% $54,609 Effective income tax rate 19% 18% In 2026 and 2025, the effective rates of 19% and 18%, respectively, were lower than the statutory rate primarily due to the lower tax rate on U.S. income derived from foreign sources, excess tax benefits generated by the exercise and vesting of stock-based awards, and research credits. These effects were partially offset by nondeductible stock-based compensation, state income taxes, and foreign income taxed at higher rates. A number of countries have enacted or are actively drafting legislation to implement the Organization for Economic Cooperation and Development's ("OECD") international tax framework, including the Pillar II minimum tax regime. The Company analyzed the impact of enacted legislation and determined it does not have a material impact to the income tax provision. The Company is continuing to monitor future developments, including the side-by-side safe harbor, which would exclude U.S.- parented multinational enterprises from the scope of certain Pillar II taxes. For further details of income tax matters see Note 2 Income Taxes to the consolidated financial statements included in Item 1 Consolidated Financial Statements. 40 Table of Contents NON-GAAP FINANCIAL MEASURES Match Group reports Adjusted EBITDA and Revenue excluding foreign exchange effects, both of which are supplemental measures to U.S. generally accepted accounting principles ( GAAP ). 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. 41 Table of Contents The following tables reconcile net income attributable to Match Group, Inc. shareholders to Adjusted EBITDA for the Company s reportable segments and at a consolidated level: Three Months Ended June 30, 2026 Tinder Hinge Everyone Everywhere Corporate & unallocated costs Total Match Group (In thousands) Net income attributable to Match Group, Inc. shareholders $170,546 Add back: Income tax provisiona 44,102 Other income, neta (11,579) Interest expensea 42,381 Operating income (loss) $210,890 $63,094 $21,001 $(49,535) $245,450 Stock-based compensation expense 20,432 14,446 13,799 13,344 62,021 Depreciation 1,677 1,903 10,763 982 15,325 Amortization of intangibles 8,531 8,531 Adjusted EBITDA $232,999 $79,443 $54,094 $(35,209) $331,327 Three Months Ended June 30, 2025 Tinder Hinge Everyone Everywhere Corporate & unallocated costs Total Match Group (In thousands) Net income attributable to Match Group, Inc. shareholders $125,478 Add back: Income tax provisiona 32,227 Other expense, neta 4,056 Interest expensea 32,160 Operating income (loss) $216,968 $38,926 $(4,659) $(57,314) $193,921 Stock-based compensation expense 23,722 14,044 16,061 13,640 67,467 Depreciation 5,524 865 10,123 1,549 18,061 Amortization of intangibles 10,498 10,498 Adjusted EBITDA $246,214 $53,835 $32,023 $(42,125) $289,947 42 Table of Contents Six Months Ended June 30, 2026 Tinder Hinge Everyone Everywhere Corporate & unallocated costs Total Match Group (In thousands) Net income attributable to Match Group, Inc. shareholders $337,383 Add back: Net income attributable to redeemable noncontrolling interestsa 8 Income tax provisiona 77,788 Other income, neta (18,219) Interest expensea 84,906 Operating income (loss) $426,814 $119,206 $24,902 $(89,056) $481,866 Stock-based compensation expense 40,008 27,128 26,851 26,601 120,588 Depreciation 3,229 3,626 20,531 2,071 29,457 Impairment and amortization of intangibles 42,298 42,298 Adjusted EBITDA $470,051 $149,960 $114,582 $(60,384) $674,209 Six Months Ended June 30, 2025 Tinder Hinge Everyone Everywhere Corporate & unallocated costs Total Match Group (In thousands) Net income attributable to Match Group, Inc. shareholders $243,048 Add back: Net income attributable to redeemable noncontrolling interestsa 1 Income tax provisiona 54,609 Other expense, neta 1,440 Interest expensea 67,416 Operating income (loss) $410,316 $67,551 $5,466 $(116,819) $366,514 Stock-based compensation expense 49,037 27,276 33,122 28,426 137,861 Depreciation 15,329 1,583 20,114 2,764 39,790 Amortization of intangibles 20,976 20,976 Adjusted EBITDA $474,682 $96,410 $79,678 $(85,629) $565,141 ______________________ (a)Management does not allocate these items to segments. 43 Table of Contents Effects of Changes in Foreign Exchange Rates on Revenue The impact of foreign exchange rates on the Company, due to its global reach, may be an important factor in understanding period over period comparisons if movement in exchange rates is significant. Since our results are reported in U.S. dollars, international revenue is favorably impacted as the U.S. dollar weakens relative to other currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other currencies. We believe the presentation of revenue excluding the effects from foreign exchange, in addition to reported revenue, helps improve investors ability to understand the Company s performance because it excludes the impact of foreign currency volatility that is not indicative of Match Group s core operating results. Revenue excluding foreign exchange effects compares results between periods as if exchange rates had remained constant period over period. Revenue excluding foreign exchange effects is calculated by translating current period revenue using prior period exchange rates. The percentage change in revenue excluding foreign exchange effects is calculated by determining the change in current period revenue over prior period revenue where current period revenue is translated using prior period exchange rates. The following tables present the impact of foreign exchange effects on total revenue and Direct Revenue by segment for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025: Three Months Ended June 30, Six Months Ended June 30, 2026 $ Change % Change 2025 2026 $ Change % Change 2025 (Dollars in thousands) Total Revenue, as reported $853,105 $(10,633) (1)% $863,738 $1,717,039 $22,123 1% $1,694,916 Foreign exchange effects (6,615) (38,240) Total Revenue excluding foreign exchange effects $846,490 $(17,248) (2)% $863,738 $1,678,799 $(16,117) (1)% $1,694,916 Tinder Direct Revenue, as reported $457,464 $(3,687) (1)% $461,151 $912,161 $3,607 % $908,554 Foreign exchange effects (6,090) (26,554) Tinder Direct Revenue, excluding foreign exchange effects $451,374 $(9,777) (2)% $461,151 $885,607 $(22,947) (3)% $908,554 Hinge Direct Revenue, as reported $203,533 $36,028 22% $167,505 $398,030 $78,284 24% $319,746 Foreign exchange effects (1,927) (7,846) Hinge Direct Revenue, excluding foreign exchange effects $201,606 $34,101 20% $167,505 $390,184 $70,438 22% $319,746 E&E Direct Revenue, as reported $178,936 $(37,859) (17)% $216,795 $377,600 $(52,000) (12)% $429,600 Foreign exchange effects 1,518 (3,214) E&E Direct Revenue, excluding foreign exchange effects $180,454 $(36,341) (17)% $216,795 $374,386 $(55,214) (13)% $429,600 44 Table of Contents FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES Financial Position June 30, 2026 December 31, 2025 (In thousands) Cash and cash equivalents: United States $205,558 $687,987 All other countries 375,022 339,851 Total cash and cash equivalents 580,580 1,027,838 Short-term investments 3,228 3,461 Total cash and cash equivalents and short-term investments $583,808 $1,031,299 Long-term debt: Credit Facility due March 20, 2029(a) $ $ 5.00% Senior Notes due December 15, 2027 450,000 450,000 4.625% Senior Notes due June 1, 2028 500,000 500,000 5.625% Senior Notes due February 15, 2029 350,000 350,000 4.125% Senior Notes due August 1, 2030 500,000 500,000 3.625% Senior Notes due October 1, 2031 500,000 500,000 6.125% Senior Notes due September 15, 2033 700,000 700,000 2026 Exchangeable Notes due June 15, 2026 423,854 2030 Exchangeable Notes due January 15, 2030 575,000 575,000 Total debt 3,575,000 3,998,854 Less: Current maturities of long-term debt 423,854 Less: Unamortized original issue discount 788 1,043 Less: Unamortized debt issuance costs 22,334 24,858 Total long-term debt, net $3,551,878 $3,549,099 ______________________ (a)The maturity date of the Credit Facility is the earlier of (x) March 20, 2029 and (y) the date that is 91 days prior to the maturity date of the existing senior notes due 2027, 2028, or 2029, or any new indebtedness used to refinance such senior notes that matures prior to the date that is 91 days after March 20, 2029, in each case if and only if at least $250 million in aggregate principal amount of such debt is outstanding on such date. Long-term Debt For a detailed description of long-term debt, see Note 4 Long-term Debt, net to the consolidated financial statements included in Item 1 Consolidated Financial Statements. 45 Table of Contents Cash Flow Information In summary, the Company s cash flows are as follows: Six Months Ended June 30, 2026 2025 (In thousands) Net cash provided by operating activities $564,199 $436,959 Net cash used in investing activities (149,686) (54,273) Net cash used in financing activities (855,757) (1,032,276) 2026 Net cash provided by operating activities in 2026 includes adjustments to income of $120.6 million of stock-based compensation expense, $42.3 million of impairments and amortization of intangibles, $29.5 million of depreciation, and $26.7 million of deferred income taxes. The increase in cash from changes in working capital was primarily due to an increase from accounts receivable of $22.5 million, an increase from net income taxes of $20.1 million due to timing of payments, and an increase from other assets of $12.6 million. Partially offsetting these increases was a decrease from accounts payable and other liabilities of $47.4 million, including the $60.5 million settlement of the Allan Candelore v. Tinder lawsuit that was paid into escrow during the period, in addition to the timing of other payments. Net cash used in investing activities in 2026 is primarily a $100.0 million minority investment in Sniffies and capital expenditures of $37.7 million primarily related to internal development of software. Net cash used in financing activities in 2026 is primarily due to payments of $423.9 million to repay the outstanding 2026 Exchangeable Notes at maturity, purchases of treasury stock of $245.4 million, payments of $92.5 million of withholding taxes paid on behalf of employees for net-settled stock-based awards, and dividends paid of $90.9 million. 2025 Net cash provided by operating activities in 2025 includes adjustments to income of $137.9 million of stock-based compensation expense, $39.8 million of depreciation, and $21.0 million of amortization of intangibles. The decrease in cash from changes in working capital primarily consists of a decrease in accounts payable and other liabilities of $19.4 million, primarily related to the timing of payments, a decrease in net income taxes payable of $6.1 million due to timing of payments, and a decrease in deferred revenue of $6.6 million. These items were partially offset by a decrease in other assets of $32.3 million. Net cash used in investing activities in 2025 consists primarily of capital expenditures of $28.3 million primarily related to internal development of software and $26.0 million of other investing cash outflows. Net cash used in financing activities in 2025 is primarily due to the repayment of the Company s former term loan of $425.0 million, purchases of treasury stock of $419.7 million, dividends paid of $95.0 million, and payments of $89.9 million of withholding taxes paid on behalf of employees for net- settled stock-based awards. Liquidity and Capital Resources The Company s principal sources of liquidity are its cash and cash equivalents as well as cash flows generated from operations. As of June 30, 2026, $499.4 million was available under the Credit Facility. The Company has various obligations related to long-term debt instruments and operating leases. For additional information on long-term debt, including maturity dates and interest rates, see Note 4 Long-term Debt, net to the consolidated financial statements included in Item 1 Consolidated Financial Statements. For additional information on operating lease payments, including a schedule of obligations by year, see Note 12 Leases to the consolidated financial statements included in Item 8 46 Table of Contents Consolidated Financial Statements and Supplementary Data of the Company s Annual Report on Form 10-K for the year ended December 31, 2025. The Company believes it has sufficient cash flows from operations to satisfy these future obligations. The Company anticipates that it will need to make capital and other expenditures in connection with the development and expansion of its operations. The Company expects that 2026 cash capital expenditures will be between $65 million and $75 million, an increase to 2025 cash capital expenditures primarily due to an increase in leasehold improvements and capitalized labor. We have entered into various purchase commitments, primarily consisting of web hosting services. Our obligations under these various purchase commitments are $68.0 million for 2027, and $70.3 million for 2028. At June 30, 2026, we do not have any off-balance sheet arrangements, other than as described above. On December 10, 2024, the Board of Directors authorized a share repurchase program of up to $1.5 billion in aggregate value of shares of Match Group common stock (the Share Repurchase Program ). Under the Share Repurchase Program, $697 million in aggregate value of shares of Match Group common stock remains available for repurchase as of July 31, 2026. Under the Share Repurchase Program, shares of our common stock may be purchased on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans. The Share Repurchase Program may be commenced, suspended or discontinued at any time. During the six months ended June 30, 2026, we repurchased 7.3 million shares for $245.4 million under the Share Repurchase Program. Between July 1 and July 31, 2026, we repurchased 0.4 million shares for $16.2 million under the Share Repurchase Program. The Company currently settles substantially all stock-based awards on a net basis. Assuming all stock-based awards outstanding on July 31, 2026 were net settled at the closing price on that date, we would issue 7.8 million shares of common stock (of which 0.1 million are related to vested awards and 7.7 million are related to unvested awards) and, assuming a 50% withholding rate, would remit $305.7 million in cash for withholding taxes (of which $2.8 million is related to vested awards and $302.9 million is related to unvested awards). If we did not settle awards on a net basis and instead issued a sufficient number of shares to cover the $305.7 million employee withholding tax obligation, 7.8 million additional shares would be issued by the Company. As of June 30, 2026, all of the Company s international cash can be repatriated without significant tax consequences. Our indebtedness could limit our ability to: (i) obtain additional financing to fund working capital needs, acquisitions, capital expenditures, debt service, or other requirements; and (ii) use operating cash flow to pursue acquisitions or invest in other areas, such as developing properties and exploiting business opportunities. The Company may need to raise additional capital through future debt or equity financing to make additional acquisitions and investments or to provide for greater financial flexibility. Additional financing may not be available on terms favorable to the Company or at all. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with U.S. GAAP. These estimates, judgments and assumptions impact the reported amount of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. During the six months ended June 30, 2026, there were no material changes to the Company s critical accounting policies and estimates since the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2025. 47 Table of Contents Item 3. Quantitative and Qualitative Disclosures about Market Risk During the six months ended June 30, 2026, there were no material changes to the Company s instruments or positions that are sensitive to market risk since the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2025. Item 4. Controls and Procedures The Company monitors and evaluates on an ongoing basis its disclosure controls and procedures and internal control over financial reporting in order to improve their overall effectiveness. In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant. As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the Exchange Act ), Match Group management, including our principal executive and principal financial officers, evaluated the effectiveness of the Company s disclosure controls and procedures, as defined by Rule 13a-15(e) under the Exchange Act. Based on this evaluation, management has concluded that the Company s disclosure controls and procedures were effective as of the end of the period covered by this report in providing reasonable assurance that information we are required to disclose in our filings with the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and includes controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. There were no changes to the Company s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 48 Table of Contents PART II OTHER INFORMATION Item 1. Legal Proceedings Overview We are, and from time to time may become, involved in various legal proceedings arising in the normal course of our business activities, such as trademark and patent infringement claims, trademark oppositions, and consumer or advertising complaints, as well as stockholder derivative actions, class action lawsuits, mass arbitrations, and other matters. The amounts that may be recovered in such matters may be subject to insurance coverage. The litigation matters described below involve issues or claims that may be of particular interest to our stockholders, regardless of whether any of these matters may be material to our financial position or operations based upon the standard set forth in the SEC s rules. Consumer Class Action Litigation Challenging Tinder s Age-Tiered Pricing On May 28, 2015, a putative state-wide class action was filed against Tinder in state court in California. See Allan Candelore v. Tinder, Inc., No. BC583162 (Superior Court of California, County of Los Angeles). The complaint principally alleges that Tinder violated California s Unruh Civil Rights Act by offering and charging users over a certain age a higher price than younger users for subscriptions to its premium Tinder Plus service. Plaintiff sought damages in an unspecified amount. On July 15, 2024, the court granted Plaintiff s motion to certify a class based upon California Tinder Plus and Tinder Gold subscribers age 29 and over. On January 17, 2025, the court denied our motion to compel the class and the plaintiff to arbitration. We filed a Notice of Appeal on January 24, 2025, and on April 18, 2025, the court stayed the case pending our appeal. On September 10, 2025, the parties agreed to settle the case on a class-wide basis for a payment of $60.5 million. The court preliminarily approved the settlement on January 13, 2026, and granted final approval on June 5, 2026. Irish Data Protection Commission Inquiry Regarding Tinder s Practices On February 3, 2020, we received a letter from the Irish Data Protection Commission (the DPC ) notifying us that the DPC had commenced an inquiry examining Tinder s compliance with the EU s General Data Protection Regulation ( GDPR ), focusing on Tinder s processes for handling access and deletion requests and Tinder s user data retention policies. On January 8, 2024, the DPC provided us with a preliminary draft decision alleging that certain of Tinder s access and retention policies, largely relating to protecting the safety and privacy of Tinder s users, violate GDPR requirements. We filed our response to the preliminary draft decision on March 15, 2024, and the DPC issued its draft decision on July 9, 2026. We believe we have strong defenses to these claims and will defend vigorously against them. FTC Investigation of Certain Subsidiary Data Privacy Representations On March 19, 2020, the FTC issued an initial Civil Investigative Demand ( CID ) to the Company requiring us to produce certain documents and information regarding the allegedly wrongful conduct of OkCupid in 2014 and our public statements in 2019 regarding such conduct and whether such conduct and statements were unfair or deceptive under the FTC Act. On May 26, 2022, the FTC filed a Petition to Enforce Match Civil Investigative Demand, and on June 20, 2025, the Court ordered that the FTC s Petition be granted in part and denied in part. See FTC v. Match Group, Inc., No. 1:22-mc-00054 (District of Columbia). On February 23, 2026, the parties reached an agreement in principle to resolve the investigation. The settlement was approved by the FTC and filed with the Northern District of Texas on March 30, 2026. The court approved the settlement on April 30, 2026. Pursuant to the settlement agreement, certain of the Company s subsidiaries agreed not to misrepresent their privacy practices, including with respect to the collection, use, or disclosure of personal information. The settlement agreement also includes provisions allowing the FTC to monitor the subsidiaries compliance. 49 Table of Contents Securities Derivative Actions In December 2024, purported Match Group stockholders filed two derivative complaints in the Central District of California (nominally on behalf of the Company) against certain of Match Group, Inc. s current and former executive officers and members of its board of directors, alleging violations of the federal securities laws and breach of fiduciary duty stemming from allegations that Match Group materially understated the challenges affecting its Tinder business and, as a result, understated the risk that Tinder's monthly active user count would not recover by the time the Company reported its financial results for the third fiscal quarter of 2024. See Hollin v. Kim, et al., No. 2:24-CV-10776 (Central District of California), and Roy v Kim, et al., No. 2:24-cv-11007 (Central District of California). In August 2025, a third derivative complaint was filed in the Central District of California alleging similar causes of action. See Habedus v. Kim, et al., No. 2:25-cv-07171 (Central District of California). On September 9, 2025, the court dismissed the Habedus derivative action with prejudice as to all defendants. On April 16, 2026, the court in the Roy derivative action granted the plaintiff's request to voluntarily dismiss the case without prejudice. As to the remaining derivative action, we believe that we have strong defenses to the allegations and will defend vigorously against them. Netherlands Privacy Class Action On December 17, 2024, a writ of summons was filed against MTCH Technologies Services Limited, an indirect subsidiary of the Company, and Match Group, Inc. in the District Court of Amsterdam. Among other things, the lawsuit alleges that defendants unlawfully collected, processed, and shared Dutch Tinder users personal data without proper consent in violation of GDPR and Dutch consumer protection laws. See Stichting Take Back Your Privacy v. MTCH Technologies Services Limited et al. (Amsterdam). The lawsuit purports to represent a class of Dutch Tinder users from May 25, 2018 until the court s final judgment and seeks monetary damages and injunctive relief. On May 7, 2025, we filed a motion contesting jurisdiction, and the plaintiff filed an opposition on June 18, 2025. On May 20, 2026, the court confirmed jurisdiction over the non-GDPR claims but has not yet decided on jurisdiction over the GDPR claims. The court is considering staying the entire case, and we are awaiting a decision on that issue. We believe that we have strong defenses to the allegations and will defend vigorously against them. Item 1A. Risk Factors This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that are not historical facts are forward looking statements. The use of words such as anticipates, estimates, expects, plans, believes, will, and would, 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 quarterly 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: failure to retain existing users or add new users, or if users do not convert to paying users; competition; risks related to our restructuring and reorganization activities; our ability to attract and retain users through cost-effective marketing efforts; our reliance on a variety of third-party platforms, in particular, mobile app stores; our ability to realize reductions in in-app purchase fees; inappropriate actions by certain of our users could be attributed to us or may not be adequately prevented by us; dependence on our key personnel; volatile global economic conditions; operational and financial risks in connection with acquisitions; impairment charges related to our intangible assets; operations in various international markets, including certain markets in which we have limited experience; foreign currency exchange rate fluctuations; challenges in measuring our user metrics and other estimates; the limited operating history of our newer brands and services makes it difficult to evaluate our current business and future prospects; impacts of climate change; the integrity of our and third parties systems and infrastructure; cyberattacks on our systems and infrastructure and 50 Table of Contents cyberattacks experienced by third parties; our ability to access, collect, and use personal data about our users; breaches or unauthorized access of personal and confidential or sensitive user information that we maintain and store; challenges with properly managing the use of artificial intelligence; risks related to credit card payments; risks related to our use of open source software; complex and evolving U.S., foreign, and international laws and regulations; our ability to protect our intellectual property rights or accusations that we infringe upon the intellectual property rights of others; adverse outcomes in litigation; risks related to our taxation in multiple jurisdictions; risks related to our indebtedness; and risks relating to ownership of our common stock. Certain of these and other risks and uncertainties are discussed in Match Group s filings with the Securities and Exchange Commission, including in Part I Item 1A. Risk Factors of our annual report on Form 10-K for the fiscal year ended December 31, 2025. 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 quarterly 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 quarterly report. Match Group does not undertake to update these forward-looking statements. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Unregistered Sales of Equity Securities The Company did not issue or sell any shares of its common stock or any other equity securities pursuant to unregistered transactions during the quarter ended June 30, 2026. Issuer Purchases of Equity Securities The following table sets forth purchases by the Company of its common stock during the quarter ended June 30, 2026: Period (a) Total Number of Shares Purchased (b) Average Price Paid Per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) (d) Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs(2) April 1 - 30, 2026 694,156 $32.03 694,156 $876,176,285 May 1 - 31, 2026 1,434,827 $35.82 1,434,827 824,775,749 June 1 - 30, 2026 3,176,911 $35.15 3,176,911 713,116,249 Total 5,305,894 $34.92 5,305,894 $713,116,249 ______________________ (1)Reflects repurchases made pursuant to the Share Repurchase Program. (2)Represents the aggregate value of shares of common stock that remained available for repurchase pursuant to the Share Repurchase Program. The timing and actual number of any shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. The Company is not obligated to purchase any shares under the repurchase programs, and repurchases may be commenced, suspended or discontinued from time to time without prior notice. Item 5. Other Information Insider Trading Arrangements During the three months ended June 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K. 51 Table of Contents