Match Group, Inc.
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 6, 2025
MTCH$39.03-0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0000891103-25-000076
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0000891103-25-000124
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 118 previous paragraphs and 137 current paragraphs.
81 unchanged; 28 reworded; 25 added; 7 removed; 2 previous and 3 current paragraphs rearranged.
Tables are not compared: 16 previous and 27 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (25)
Current report
Tinder Direct Revenue declined $18.8 million, or 4%, in 2025 versus 2024. The decrease in Direct Revenue was driven by a 7% decrease in Payers, partially offset by a 3% increase in RPP, which was positively impacted by the weakening of the U.S. dollar compared to the Euro, British Pound, and Japanese Yen. On a consistent foreign exchange rate basis, the decline in revenue was $25.0 million, or 5%, in 2025 compared to 2024.
Current report
MG Asia Direct Revenue declined $4.8 million, or 6%, in 2025 versus 2024. Excluding revenue from Hakuna, which was shut down in the third quarter of 2024, MG Asia revenue increased $2.1 million, or 3%. RPP decreased 12% compared to 2024, partially offset by a 6% increase in Payers compared to 2024. RPP was negatively impacted by the shut down of the Hakuna app in 2024 due to the high RPP associated with those Payers. Additionally, revenue was positively impacted by a weakening of the U.S. dollar compared to the Japanese Yen.
Current report
Indirect Revenue increased due to higher ad impressions compared to 2024, driven by continued strength in the advertising business, as well as Tinder’s partnership with World ID.
Current report
Indirect Revenue increased primarily driven by the factors described above in the three-month discussion.
Current report
Selling and marketing expense decreased 4% primarily due to lower cost of acquisition expense of $8.9 million predominately at Tinder and E&E, partially offset by increases at Hinge.
Current report
General and administrative expense increased primarily due to (i) a preliminary settlement with the FTC in the amount of $14.0 million relating to E&E applications, (ii) an increase in legal and other professional fees of $11.2 million primarily within Corporate and Unallocated Costs and E&E, and (iii) severance expense of $7.8 million primarily within Corporate and Unallocated Costs and E&E. Partially offsetting these increases was a decrease of $8.1 million as the 2024 amount includes Canada’s implementation of a digital sales tax in June 2024 retroactive to 2022.
Current report
General and administrative expense increased primarily due to (i) a preliminary settlement with the FTC in the amount of $14.0 million relating to E&E applications, (ii) an increase in legal and other professional fees of $13.0 million primarily within Corporate and Unallocated Costs and E&E; and (iii) severance expense of $11.3 million primarily within Corporate and Unallocated Costs and E&E. Partially offsetting these increases was a decrease of $6.8 million as the 2024 amount includes Canada’s implementation of a digital sales tax in June 2024 retroactive to 2022.
Current report
Product development expense remained relatively flat as compared to the prior period with severance in the 2025 period of $6.5 million primarily at Tinder and E&E offset by decreases in other employee compensation expense and stock-based compensation at Tinder.
Current report
Product development expense increased primarily due to severance expense of $7.9 million in 2025 primarily at Tinder and E&E, and an increase in other operating expenses related to increases in web services primarily at Tinder.
Current report
Depreciation was lower in 2025 compared to 2024 primarily due to a decrease in depreciation of internally developed software at Tinder as certain assets became fully depreciated during the period.
Current report
Amortization of intangibles was relatively flat as compared to the prior year.
Current report
Amortization of intangibles was relatively flat as compared to the prior year.
Current report
Match Group’s operating income and Adjusted Operating Income both decreased 5%.
Current report
•Tinder’s operating income was $217.0 million, down 1%, and Adjusted Operating Income was $246.2 million, down 2%, primarily due to the decrease in revenue and costs associated with restructuring operations.
Current report
•Hinge’s operating income was $38.9 million, an increase of 29%, and Adjusted Operating Income was $53.8 million, an increase of 27%, primarily due to continued Payer growth across all markets.
Current report
•E&E’s operating loss was $4.4 million and Adjusted Operating Income was $16.1 million, down 62%, primarily due to the preliminary settlement with the FTC in the amount of $14.0 million, a decrease in revenue, and costs associated with restructuring operations.
Current report
•MG Asia’s operating loss was $0.3 million, an improvement over the prior year of $5.1 million, and Adjusted Operating Income was $16.0 million, an increase of 16%, primarily due to the shut down of the Hakuna app in the second half of 2024.
Current report
Match Group’s operating income was $366.5 million, down 6%, and Adjusted Operating Income was $565.1 million, down 4%.
Current report
•Tinder’s operating income was $410.3 million, down 4%, and Adjusted Operating Income was $474.7 million, down 3%, primarily due to decreases in revenue and costs associated with restructuring operations.
Current report
•Hinge’s operating income was $67.6 million, an increase of 39%, and Adjusted Operating Income was $96.4 million, an increase of 35%, primarily due to continued Payer growth across all markets.
Current report
•E&E’s operating income was $2.3 million, down 94%, and Adjusted Operating Income was $44.7 million, down 44%, primarily due to continued decreases in revenue, the preliminary settlement with the FTC in the amount of $14.0 million, and costs associated with restructuring operations.
Current report
•MG Asia’s operating income was $3.2 million, an improvement over the prior year of $16.2 million, and Adjusted Operating Income was $34.9 million, an increase of 29%, primarily due to the shut down of the Hakuna app in the second half of 2024.
Current report
Interest expense decreased primarily driven by the factors described above in the three-month discussion.
Current report
Other (expense) income, net
Current report
On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (“OBBBA”). The OBBBA provides changes to U.S. federal tax law, including current expensing of U.S. research expenditures, immediate expensing of eligible capital expenditures, modifications to the limitation of business interest expense, and changes to other tax provisions impacting 2025 and subsequent years. We anticipate a reduction in our U.S. federal cash taxes for the remainder of the current year and future years. There are several alternative ways of implementing the provision of the OBBBA, which we are currently evaluating. The effects of the new law are not reflected in the consolidated financial statement as of and for the period ending June 30, 2025.
Removed paragraphs (7)
Previous report
Indirect Revenue increased primarily due to higher rates per ad impression in addition to higher ad impressions compared to 2024 driven by increased spend by our larger advertiser customers.
Previous report
General and administrative expense increased primarily due to an increase in employee compensation of $5.0 million predominately related to severance and other employee compensation related costs in 2025 and increases at Hinge due to increased payroll taxes associated with stock-based compensation. Additionally, stock-based compensation increased $2.8 million mainly as a result of the CEO transition and higher stock-based awards granted in the current year at Hinge, partially offset by decreases at E&E and MG Asia. Partially offsetting these net increases was a decrease in non-income taxes of $2.7 million at MG Asia.
Previous report
Product development expense increased primarily due to an increase in stock-based compensation expense of $3.8 million primarily at Tinder and Hinge, partially offset by decreases at MG Asia.
Previous report
Amortization of intangibles was flat as compared to the prior year.
Previous report
Operating income decreased 7% and Adjusted Operating Income decreased 2%. Operating income and Adjusted Operating Income each were impacted by (i) the decrease in revenue of $28.5 million, which was driven by decreases at Tinder, E&E, and MG Asia, partially offset by an increase at Hinge, and (ii) the increase in general and administrative expense due to severance and other employee compensation related costs. These impacts were partially offset by the decreases in (i) cost of revenue due to reduced Variable Expenses as a result of the termination of certain live streaming services and the Hakuna app and lower in-app purchase fees and (ii) selling and marketing expense due to decreased cost of acquisition expense. Operating income was further impacted by an increase in stock-based compensation expense, primarily as result of higher stock-based awards granted in the current year, and higher depreciation expense due to an increase in internally developed software placed in service.
Previous report
Other income, net
Previous report
In 2024, the income tax provision of $30.6 million represents an effective tax rate of 20%. The effective tax
Reworded paragraphs (28)
Previous wording
•Evergreen & Emerging (“E&E”)consists of the world-wide activity of our Evergreen brands, which include Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands, and our Emerging brands, which include BLK®, Chispa™, The League®, Archer®, Upward®, Yuzu™, and other smaller brands.
Current wording
•Evergreen & Emerging (“E&E”)consists of the world-wide activity of our Evergreen brands, which include Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands, and our Emerging brands, which include BLK®, Chispa™, The League®, Archer®, Upward®, Yuzu™, Salams®, HER, and other smaller brands.
Previous wording
•Indirect Revenue is revenue that is not received directly from an end user of our services, substantially all of which is advertising revenue.
Current wording
•Indirect Revenue is revenue that is not received directly from an end user of our services, a majority of which is advertising revenue.
Previous wording
•2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes due June 15, 2026 issued by Match Group FinanceCo 2, Inc., a subsidiary of the Company, which are exchangeable into shares of the Company's common stock. Interest is payable each June 15 and December 15. As of March 31, 2025, $575 million aggregate principal amount was outstanding.
Current wording
•2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes due June 15, 2026 issued by Match Group FinanceCo 2, Inc., a subsidiary of the Company, which are exchangeable into shares of the Company's common stock. Interest is payable each June 15 and December 15. As of June 30, 2025, $575 million aggregate principal amount was outstanding and is presented as a current liability.
Previous wording
Results of Operations for the three months ended March 31, 2025 compared to the three months ended March 31, 2024
Current wording
Results of Operations for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024
Previous wording
E&E Direct Revenue declined 12% in 2025 versus 2024. Within E&E, Evergreen brands declined 15% partially due to our decision to terminate certain live streaming services in the second half of 2024, while Emerging brands grew 3%. The overall decline at E&E was driven by a decline in Payers of 16% compared to 2024, partially offset by increased RPP of 5%.
Current wording
E&E Direct Revenue declined 8% in 2025 versus 2024. The overall decline at E&E was driven by a decline in Payers of 15% compared to 2024, partially offset by increased RPP of 8%. The decline is also partially due to our decision to terminate certain live streaming services in the second half of 2024.
Previous wording
Tinder Direct Revenue declined $34.1 million, or 7%, in 2025 versus 2024. The decrease in Direct Revenue was driven by a 6% decrease in Payers and a 1% decrease in RPP. Additionally, revenue was negatively impacted by the strength of the U.S. dollar compared to the Euro, Brazilian Real, and Argentine Peso. On a consistent foreign exchange rate basis, the decline was $21.1 million or 4%.
Current wording
Tinder Direct Revenue declined $52.9 million, or 5%, in 2025 versus 2024. The decrease in Direct Revenue was driven by a 7% decrease in Payers, partially offset by a 1% increase in RPP. Additionally, revenue was negatively impacted by the strength of the U.S. dollar compared to the Brazilian Real, Argentine Peso, and Turkish Lira. On a consistent foreign exchange rate basis, the decline was $46.2 million or 5%.
Previous wording
Hinge Direct Revenue grew $28.5 million, or 23%, in 2025 versus 2024. Revenue growth was driven by both growth in the U.S. market as well as continued expansion efforts in certain European markets. Payers increased 19% compared to 2024, and RPP increased 3% over 2024 as a result of pricing optimizations.
Current wording
Hinge Direct Revenue grew $62.4 million, or 24%, in 2025 versus 2024. Revenue growth was driven by both growth in the U.S. market as well as continued expansion efforts in certain European markets. Payers increased 18% compared to 2024, and RPP increased 5% over 2024, as a result of pricing optimizations.
Previous wording
MG Asia Direct Revenue declined $7.8 million, or 11%, in 2025 versus 2024. Excluding revenue from Hakuna, which was shut down in the third quarter of 2024, MG Asia revenue declined $1.2 million, or 2%. Revenue was also negatively impacted by the strength of the U.S. dollar compared to the Turkish Lira and Japanese Yen.
Current wording
MG Asia Direct Revenue declined $12.6 million, or 9%, in 2025 versus 2024. Excluding revenue from Hakuna, which was shut down in the third quarter of 2024, MG Asia revenue increased $0.9 million, or 1%. Revenue was also negatively impacted by the strength of the U.S. dollar compared to the Turkish Lira, partially offset by weakness to the Japanese Yen.
Previous wording
Cost of revenue decreased 8% primarily due to a decrease in Variable Expenses of $9.2 million predominately at E&E and MG Asia as a result of the termination of certain of our live streaming services and the Hakuna app in the second half of 2024 as well as a decrease in in-app purchase fees of $8.0 million.
Current wording
Cost of revenue decreased primarily due to a decrease in Variable Expenses of $12.6 million predominantly at MG Asia and E&E as a result of the termination of the Hakuna app and certain of our live streaming services in the second half of 2024, partially offset by an increase in in-app purchase fees of $9.2 million primarily at Hinge.
Previous wording
Selling and marketing expense decreased 5% primarily due to lower cost of acquisition expense of $9.3 million predominately at Tinder and MG Asia.
Current wording
Selling and marketing expense decreased 5% primarily due to lower cost of acquisition expense of $18.2 million predominantly at Tinder and MG Asia.
Previous wording
Depreciation was higher in 2025 compared to 2024 primarily due to internally developed software at E&E and Tinder, partially offset by decreases at MG Asia primarily related to the shutdown of the Hakuna app in 2024.
Current wording
Depreciation was lower in 2025 compared to 2024 primarily due to a decrease in internally developed software at Tinder as certain assets became fully depreciated during the period, partially offset by increases in internally developed software at E&E.
Previous wording
At March 31, 2025, there was $539.7 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 2.3 years.
Current wording
At June 30, 2025, there was $441.8 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.
Previous wording
rate was lower than the statutory rate primarily due to the lower tax rate on U.S. income derived from foreign
Current wording
In 2025, the effective rate of 20% is lower than the statutory rate primarily due to the lower tax rate on U.S. income derived from foreign sources. This decrease was partially offset by state taxes, nondeductible stock-based compensation, and foreign income taxed at higher rates.
Previous wording
compared to the grant date fair value of such awards.
Current wording
In 2024, the effective tax rate of 24% was higher than the statutory rate primarily due to state income taxes, nondeductible stock-based compensation, and unfavorable tax adjustments upon the vesting of certain stock-based awards due to a lower stock price on the date such awards vested compared to the grant date fair value of such awards. These increases were partially offset by the lower tax rate on U.S. income derived from foreign sources.
Previous wording
In 2025, the effective tax rate of 16% is lower than the statutory rate primarily due to excess tax benefits generated by the exercise and vesting of stock-based awards, U.S. income derived from foreign sources, and research credits. These effects were partially offset by nondeductible stock-based compensation and state income taxes.
Current wording
In 2025, the effective tax rate of 18% is 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.
Previous wording
sources and a benefit realized upon the conclusion of certain state income tax audits. These decreases were
Current wording
In 2024, the effective tax rate of 22% was higher than the statutory rate primarily due to state income taxes, nondeductible stock compensation and unfavorable tax adjustments upon the vesting of certain stock-based awards due to a lower stock price on the date the awards vested compared to the grant date fair value of such awards. These increases were partially offset by the lower tax rate on U.S. income derived from foreign sources and a tax benefit realized upon the conclusion of certain state income tax audits.
Previous wording
The following tables present the impact of foreign exchange effects on total revenue and Direct Revenue by segment for the three months ended March 31, 2025, compared to the three months ended March 31, 2024:
Current wording
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, 2025, compared to the three and six months ended June 30, 2024:
Previous wording
Net cash provided by operating activities in 2025 includes adjustments to earnings of $70.4 million of stock-based compensation expense, $21.7 million of depreciation, and $10.5 million of impairments and amortization of intangibles. The decrease in cash from changes in working capital primarily consists of a decrease in accounts payable and other liabilities of $49.3 million, primarily related to the timing of payments and a decrease in deferred revenue of $8.6 million primarily related to the decrease in revenue, partially offset by a decrease in other assets of $15.2 million and the increase in income taxes payable and receivable of $11.5 million due to timing of payments and receipts.
Current wording
Net cash provided by operating activities in 2025 includes adjustments to earnings 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; partially offset by a decrease in other assets of $32.3 million.
Previous wording
Net cash used in investing activities in 2024 consists primarily of capital expenditures of $17.2 million primarily related to internal development of software and purchases of computer hardware.
Current wording
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 purchases of computer hardware and $26.0 million of other investing cash outflows.
Previous wording
Net cash used in financing activities in 2025 is primarily due to the repayment of the Term Loan of $425.0 million, purchases of treasury stock of $188.7 million, payments of $78.7 million of withholding taxes paid on behalf of employees for net-settled stock-based awards, and dividends paid of $47.8 million.
Current wording
Net cash used in financing activities in 2025 is primarily due to the repayment of the 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.
Previous wording
Net cash provided by operating activities in 2024 includes adjustments to earnings of $63.8 million of stock-based compensation expense, $20.5 million of depreciation, and $10.4 million of amortization of intangibles. The increase in cash from changes in working capital primarily consists of a decrease in accounts receivable of $71.7 million primarily related to the timing of cash receipts and an increase in taxes payable and receivable of $11.1 million primarily related to the timing of tax payments. These changes were partially offset by a decrease in accounts payable and other liabilities of $22.5 million due to the timing of payments and a decrease in deferred revenue of $11.5 million.
Current wording
Net cash provided by operating activities in 2024 includes adjustments to earnings of $133.7 million of stock-based compensation expense, $41.6 million of depreciation, and $21.3 million of amortization of intangibles. The decrease in cash from changes in working capital primarily consists of an increase in accounts receivable of $28.7 million primarily related to the timing of cash receipts, a decrease in deferred revenue of $22.1 million, and a decrease in net income taxes payable of $11.7 million due to the timing of tax payments.
Previous wording
Net cash used in investing activities in 2025 consists primarily of capital expenditures of $15.4 million primarily related to internal development of software and purchases of computer hardware.
Current wording
Net cash used in investing activities in 2024 consists primarily of capital expenditures of $29.9 million primarily related to internal development of software and purchases of computer hardware.
Previous wording
Net cash used in financing activities in 2024 is primarily due to purchases of treasury stock of $188.6 million and payments of $9.6 million of withholding taxes paid on behalf of employees for net-settled equity awards.
Current wording
Net cash used in financing activities in 2024 is primarily due to purchases of treasury stock of $387.4 million and payments of $10.1 million of withholding taxes paid on behalf of employees for net-settled equity awards.
Previous wording
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 2025 cash capital expenditures will be between $45 million and $55 million, flat to 2024 cash capital expenditures.
Current wording
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 2025 cash capital expenditures will be between $55 million and $65 million, an increase compared to 2024 cash capital expenditures primarily related to internally developed software.
Previous wording
We have entered into various purchase commitments, primarily consisting of web hosting services. Our obligations under these various purchase commitments are $43.3 million for 2025, $7.5 million for 2026, $9.8 million for 2027, and $9.0 million for 2028.
Current wording
We have entered into various purchase commitments, primarily consisting of web hosting services. Our obligations under these various purchase commitments are $22.8 million for 2025, $4.1 million for 2026, $9.8 million for 2027, and $9.0 million for 2028.
Previous wording
On January 30, 2024, the Board of Directors of the Company approved a share repurchase program for the repurchase of up to $1.0 billion in aggregate value of shares of Match Group stock (the “January 2024 Share Repurchase Program”). On December 10, 2024, the Board of Directors authorized a new repurchase program of up to $1.5 billion in aggregate value of shares of Match Group common stock (the “December 2024 Share Repurchase Program”). The December 2024 Share Repurchase Program took effect when the January 2024 Share Repurchase Program was exhausted, which occurred in April 2025. Under the December 2024 Share Repurchase Program, $1.45 billion in aggregate value of shares of Match Group common stock remains available as of April 30, 2025. Under the December 2024 Share Repurchase Program, shares of our common stock may be purchased on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans. The December 2024 Share Repurchase Program may be commenced, suspended or discontinued at any time. During the three months ended March 31, 2025, we repurchased 6.1 million shares for $194.7 million on a trade date basis under the January 2024 Share Repurchase Program. Between April 1 and April 30, 2025, we repurchased 3.5 million shares for $100.0 million on a trade date basis under the January and December 2024 Share Repurchase Programs.
Current wording
On January 30, 2024, the Board of Directors of the Company approved a share repurchase program for the repurchase of up to $1.0 billion in aggregate value of shares of Match Group stock (the “January 2024 Share Repurchase Program”). On December 10, 2024, the Board of Directors authorized a new repurchase program of up to $1.5 billion in aggregate value of shares of Match Group common stock (the “December 2024 Share Repurchase Program”). The December 2024 Share Repurchase Program took effect when the January 2024 Share Repurchase Program was exhausted, which occurred in April 2025. Under the December 2024 Share Repurchase Program, $1.28 billion in aggregate value of shares of Match Group common stock remains available as of July 31, 2025. Under the December 2024 Share Repurchase Program, shares of our common stock may be purchased on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans. The December 2024 Share Repurchase Program may be commenced, suspended or discontinued at any time. During the six months ended June 30, 2025, we repurchased 13.7 million shares for $419.7 million on a trade date basis under the January 2024 and December 2024 Share Repurchase Programs. Between July 1 and July 31, 2025, we repurchased 1.5 million shares for $47.4 million on a trade date basis under the December 2024 Share Repurchase Program.
Previous wording
The Company currently settles substantially all equity awards on a net basis. Assuming all equity awards outstanding on April 30, 2025 were net settled at the closing price on that date, we would issue 10.5 million shares of common stock (of which 0.4 million are related to vested awards and 10.1 million are related to unvested awards) and, assuming a 50% withholding rate, would remit $314.0 million in cash for withholding taxes (of which $13.2 million is related to vested awards and $300.8 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 $314.0 million employee withholding tax obligation, 10.5 million additional shares would be issued by the Company.
Current wording
The Company currently settles substantially all equity awards on a net basis. Assuming all equity awards outstanding on July 31, 2025 were net settled at the closing price on that date, we would issue 8.5 million shares of common stock (of which 0.3 million are related to vested awards and 8.2 million are related to unvested awards) and, assuming a 50% withholding rate, would remit $291.5 million in cash for withholding taxes (of which $9.3 million is related to vested awards and $282.2 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 $291.5 million employee withholding tax obligation, 8.5 million additional shares would be issued by the Company.
Previous wording
During the three months ended March 31, 2025, 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, 2024.
Current wording
During the six months ended June 30, 2025, 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, 2024.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Hinge Direct Revenue grew $33.9 million, or 25%, in 2025 versus 2024. Revenue growth was driven by both growth in the U.S. market as well as continued expansion efforts in certain European markets. Payers increased 18% compared to 2024, and RPP increased 6% over 2024, which was positively impacted by the weakening of the U.S. dollar compared to the British Pound.
Current report — wording carried from elsewhere
E&E Direct Revenue declined 10% in 2025 versus 2024. The overall decline at E&E was driven by a decline in Payers of 15% compared to 2024, partially offset by increased RPP of 6%. The decline is also partially due to our decision to terminate certain live streaming services in the second half of 2024.
Current report — wording carried from elsewhere
Cost of revenue decreased 5% primarily due to a decrease in Variable Expenses of $21.8 million predominately at E&E and MG Asia as a result of the termination of certain of our live streaming services and the shut down of the Hakuna app in the second half of 2024.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
partially offset by state income taxes, nondeductible stock compensation and unfavorable tax adjustments due
Previous report — wording carried elsewhere
upon the vesting of certain stock-based awards due to a lower stock price on the date the awards vested