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Match Group, Inc.

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 26, 2026

MTCH$39.30+0.7%Stored close · as of Nov 9, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-27.

0000891103-25-000027

Item 1A. Risk Factors

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-26.

0000891103-26-000025

Item 1A. Risk Factors

The 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 129 previous paragraphs and 877 current paragraphs.

16 unchanged; 101 reworded; 318 added; 12 removed; 0 previous and 442 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 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 (318)

Current report

Our business is subject to a number of risks, including risks that may prevent us from achieving our

Current report

business objectives or may adversely affect our business, financial condition, and results of operations. These

Current report

risks are discussed more fully below and include, but are not limited to:

Current report

Risk relating to our business

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•Our restructuring and reorganization activities may be disruptive to our operations and harm our

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business, and the investments we make in our business with the savings from such activities may not

Current report

achieve the intended results.

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marketing efforts.

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prevented by us and consequently damage our brands’ reputations.

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•Dependence on our key personnel.

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connection with acquisitions.

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affect our results of operations.

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•Our user metrics and other estimates are subject to inherent challenges in measurement, and real or

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perceived inaccuracies in those metrics may adversely affect our business, results of operations, and

Current report

reputation.

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business and future prospects.

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Risks relating to systems and infrastructures, data, security, privacy, and the use of AI

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about our users and subscribers.

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maintain and store.

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parties experience.

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•Risks related to our use of “open source” software.

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Risks relating to legal and regulatory compliance

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•Adverse outcomes in litigation to which we are subject.

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•Risks related to our taxation in multiple jurisdictions.

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additional indebtedness, including secured indebtedness.

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purchasers. We expect the size of our user base to fluctuate or decline periodically in various markets, including

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services has softened among younger generations, particularly among women in those generations, reflecting

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evolving preferences, shifting social behaviors, and changing expectations regarding digital interactions. As a

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improve our existing services or introduce new features designed to better meet user expectations and to

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undertaken several initiatives to strengthen the ecosystem of our Tinder service and combat declines in the

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number of Tinder users that occurred in recent years, including removing accounts that are not used for dating

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overall portfolio strategy to place greater emphasis on improving user outcomes, particularly for women, with

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the goal of driving long-term revenue growth. This strategy includes introducing new features and experiences

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that we believe will improve user outcomes, some of which have in the past and in the future may again drive

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short-term decreases in both revenue and user numbers. Although we believe these actions, including the

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further implementation of technologies like AI, will ultimately enhance the health of our platforms and drive

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sustainable growth, including through an increase in the size of our user base, there can be no assurance that

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these initiatives will achieve their intended objectives or that any short-term declines in users or revenue will be

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offset over time.

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Declines in the number of Tinder users have adversely affected our revenue and financial results in recent

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Removed paragraphs (12)

Previous report

Item 1A. Risk Factors

Previous report

As the distribution of our services through app stores increases, in order to maintain our profit margins, we have taken steps, and in the future may need to take further steps, to offset increasing app store fees by decreasing traditional marketing expenditures, increasing user volume or monetization per user, consolidating back-office and technical functions, or by engaging in other efforts to increase revenue or decrease costs generally.

Previous report

In the case of tax laws, positions that we have taken or will take are subject to interpretation by the relevant taxing authorities. While we believe that the positions we have taken to date comply with applicable law, there can be no assurances that the relevant taxing authorities will not take a contrary position, and if so, that such positions will not adversely affect us. Any events of this nature could adversely affect our business, financial condition, and results of operations.

Previous report

Proposed or new legislation and regulations could also adversely affect our business. See “Item 1—Business—Government regulation.” To the extent such new or more stringent measures are required to be implemented, impose new liability, or limit or remove existing protections, our business, financial condition, and results of operations could be adversely affected.

Previous report

Our business and results of operations have been and may in the future be adversely affected by global health pandemics.

Previous report

Our business could be materially and adversely affected by the outbreak of a widespread health epidemic or pandemic, such as the Coronavirus Disease 2019 (COVID-19) pandemic. The COVID-19 pandemic reached across the globe, resulting in the implementation of significant governmental measures intended to control the spread of the virus, including lockdowns, closures, quarantines, and travel bans, as well as changes in consumer behavior as individuals became reluctant to engage in social activities with people outside their households. Such measures had an adverse impact on global economic conditions and consumer confidence and spending, and adversely affected users’ ability to pay for our services.

Previous report

The ultimate extent of the impact of any epidemic, pandemic, or other health crisis on our business will depend on multiple factors that are highly uncertain and cannot be predicted, including its severity, location, and duration, and actions taken to contain or further prevent its spread. Additionally, pandemics could increase the magnitude of many of the other risks described in this annual report, and have other adverse effects on our operations that we are not currently able to predict. If our business and the markets in which we operate experience a prolonged occurrence of adverse public health conditions, it could materially and adversely affect our business, financial condition, and results of operations.

Previous report

Variable rate indebtedness that we have incurred or may incur under our credit agreement will subject us to interest rate risk, which could cause our debt service obligations to increase significantly.

Previous report

We currently have no outstanding borrowings under our revolving credit agreement and paid in full the $425 million of indebtedness that was outstanding under our term loan in January 2025. Borrowings under the term loan were, and any borrowings under the revolving credit facility will be, at variable rates of interest. Indebtedness that bears interest at variable rates exposes us to interest rate risk. See “Item 7A—Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk.”

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Our certificate of incorporation could prevent us from benefiting from corporate opportunities that might otherwise have been available to us.

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Our certificate of incorporation includes a “corporate opportunity” provision in which Match Group and its affiliates renounce any interests or expectancy in corporate opportunities which become known to any of Match Group’s directors or officers who are also officers or directors of IAC.

Previous report

Generally, Match Group’s officers or directors who are also IAC’s officers or directors will not be liable to Match Group or its stockholders for breach of any fiduciary duty because such person fails to communicate or offer to Match Group a corporate opportunity that has been communicated or offered to IAC, that may also be a corporate opportunity of Match Group or because such person communicates or offers to IAC any corporate opportunity that may also be a corporate opportunity of Match Group. In order for any Match Group director or officer who is also an IAC director or officer not to be liable to Match Group or its stockholders, such opportunity cannot become known to the officer or director in his or her capacity as a Match Group director or officer and cannot be presented to any party other than IAC. In addition, such officer or director cannot pursue such an opportunity in his or her individual capacity. The corporate opportunity provision may exacerbate conflicts of interest between Match Group and IAC because the provision effectively permits any of Match Group’s directors or officers who also serve as an officer or director of IAC to choose to direct a corporate opportunity to IAC instead of to Match Group.
Reworded paragraphs (101)

Previous wording

Our growth and profitability rely, in part, on our ability to attract and retain users through cost-effective marketing efforts. Any failure in those efforts could adversely affect our business, financial condition, and results of operations.

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•Our growth and profitability rely, in part, on our ability to attract and retain users through cost-effective

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Distribution and marketing of, and access to, our services rely, in significant part, on a variety of third-party platforms, in particular, mobile app stores. If these third parties limit, prohibit, or otherwise interfere with features or services or change their policies in any material way, it could adversely affect our business, financial condition, and results of operations.

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•Distribution and marketing of, and access to, our services rely, in significant part, on a variety of third-

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We have incurred impairment charges related to our intangible assets in the past and may incur further impairment charges related to our goodwill and other intangible assets in the future, which have required us to, and in the future may again require us to, record a significant charge to earnings.

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•We have incurred impairment charges related to our intangible assets in the past and may incur further

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The limited operating history of our newer brands and services makes it difficult to evaluate our current business and future prospects.

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•The limited operating history of our newer brands and services makes it difficult to evaluate our current

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We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely affected by cyberattacks experienced by third parties.

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•We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely

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Our business is subject to complex and evolving U.S. and international laws and regulations, including with respect to data privacy and platform liability. These laws and regulations are subject to change and uncertain interpretation, and could result in changes to our business practices, increased cost of operations, declines in user growth or engagement, claims, monetary penalties, or other harm to our business.

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•Our business is subject to complex and evolving U.S., foreign, and international laws and regulations,

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We may fail to adequately protect our intellectual property rights or may be accused of infringing the intellectual property rights of third parties.

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•We may fail to adequately protect our intellectual property rights or may be accused of infringing the

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We cannot guarantee that our share repurchase programs will be fully consummated or enhance long-term stockholder value. Also, the price of our stock is subject to volatility and share repurchases and dividend payments could increase the volatility of the trading price of our stock and will diminish our cash reserves.

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•We cannot guarantee that our share repurchase programs will be fully consummated or enhance long-

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If we fail to retain existing users or add new users, or if our users do not convert to paying users, our revenue, financial results, and business may be significantly harmed.

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If we fail to retain existing users or add new users, or if our users do not convert to paying users, our revenue,

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The size of our user base is critical to our success. Most of our brands monetize via a freemium model where the use of the service is free and a subset of the users pay for subscriptions or in-app purchases to access premium features. Our financial performance has thus been and will continue to be significantly determined by our success in adding and retaining users of our services and converting users into paying subscribers or in-app purchasers. We expect that the size of our user base will fluctuate or decline in one or more markets from time to time, including if users find meaningful relationships on our platforms and no longer need to engage with our products. In the past we have experienced, and expect to continue to experience, fluctuations in the size of our user base in one or more markets from time to time, particularly in markets where we have achieved higher penetration rates. The size of our user base is also impacted by a number of other factors, including competitive products and services and global and regional business, macroeconomic, and geopolitical conditions. For example, wars in the Middle East and Ukraine have led to reduced usage of our services as well as the decision to suspend our services in Russia.

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The size of our user base is critical to our success. Most of our brands monetize via a freemium model

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Further, if people do not perceive our services to be useful or trustworthy or if people question the quality of our user base, we may not be able to attract or retain users. In recent years, some users, particularly younger generations, have shown a decreased appetite for our services and those of our competitors due potentially to a number of factors. With each new generation of users, expectations of our services change and user behaviors and priorities shift. As a result, we intend to further leverage our existing capabilities and advances in technologies like artificial intelligence (“AI”) to improve our existing services or introduce new services or features in order to better satisfy existing users and to expand our penetration of what continues to be a large available new user market. However, there can be no assurances that further implementation of technologies like AI will enhance our services or be beneficial to our business, and the introduction of new features or services to our existing services may have unintended consequences on our ecosystem, which could lead to fluctuations in the size of our user base.

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If people do not perceive our services to be useful or trustworthy or if people question the engagement

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In addition, in recent years Tinder has undertaken several initiatives to improve its ecosystem by, among other things, removing users who are not making use of the service for dating purposes and requiring further verification of the authenticity of certain user profiles, each of which has had, and may continue to have, a negative impact on the number of Tinder users. Further, in 2023 we began consolidating some of our legacy brands’ platforms in order to decrease operating costs, which may result in changes to the user experience for some of our brands that some existing users may perceive negatively.

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purposes and requiring further verification of the authenticity of certain user profiles, each of which has had,

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If we are unable to maintain or increase the size of our user base, our revenue and other financial results may be adversely affected. Further, as the size of our user base fluctuates in one or more markets from time to time, we may become increasingly dependent on our ability to maintain or increase levels of monetization in order to grow revenue. Any significant decrease in user retention or growth could render our services less attractive to users, which is likely to have a material and adverse impact on our business, financial condition, and results of operations.

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or increase the size of our user base in the future, our revenue and other financial results may be further

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If we are not able to compete effectively against current or future competitors as well as other services that may emerge, or if our decisions regarding where to focus our investments are not successful long-term, the size and level of engagement of our user base may decrease, or we may convert a smaller proportion of our user base into paying users, which could have an adverse effect on our business, financial condition, and results of operations.

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an adverse effect on our business, financial condition, and results of operations.

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The industry for social connection apps is competitive, with low switching costs and a consistent stream of new services and entrants, and innovation by our competitors may disrupt our business.

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The industry for social connection apps is competitive, with low switching costs and a consistent stream of new

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The industry for social connection apps is competitive, with a consistent stream of new services and entrants. Some of our competitors may enjoy better competitive positions in certain geographical regions, user demographics, or other key areas that we currently serve or may serve in the future. These advantages could enable these competitors to offer services that are more appealing to users and potential users than our services or to respond more quickly and/or cost-effectively than us to new or changing opportunities.

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The industry for social connection apps is competitive, with a consistent stream of new services and

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In addition, within the industry for social connection apps generally, costs for consumers to switch between services are low, and consumers have a propensity to try new approaches to connecting with people and to use multiple services at the same time. As a result, new services, entrants, and business models are likely to continue to emerge. It is possible that a new service could gain rapid scale at the expense of existing brands through harnessing a new technology, such as generative AI, or a new or existing distribution channel, creating a new or different approach to connecting people, introducing a new business model, or some other means. We may need to respond by introducing new services or features, which we may not do successfully. If we do not sufficiently innovate to provide new, or improve upon existing, services that our users or prospective users find appealing, we may be unable to continue to attract new users or continue to appeal to existing users in a sufficient manner.

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In addition, within the industry for social connection apps generally, costs for consumers to switch between

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Potential competitors include larger companies that could devote greater resources to the promotion or marketing of their services, take advantage of acquisition or other opportunities more readily, or develop and expand their services more quickly than we do. Potential competitors also include established social media companies that may develop features or services that may compete with ours or operators of mobile operating systems and app stores. For example, Facebook offers a dating feature on its platform, which it rolled out globally several years ago and has grown dramatically in size supported by Facebook’s massive worldwide user footprint. These social media and mobile platform competitors could use strong or dominant positions in one or more markets, coupled with ready access to existing large pools of potential users and personal information regarding those users, to gain competitive advantages over us, including by offering different features or services that users may prefer or offering their services to users at no charge, which may enable them to acquire and engage users at the expense of our user growth or engagement.

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mobile operating systems and app stores, that could devote greater resources to the promotion or marketing of

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Given the ever increasing distribution of our services through app stores and the combination of their strict anti-steering rules and mandates to use the in-app payments systems tied into those app stores, we have taken steps to, and in the future may need to further, offset these increased app store fees by decreasing traditional marketing expenditures as a percentage of revenue, increasing user volume or monetization per user, consolidating back-office or technical functions, or by engaging in other efforts to increase revenue or decrease costs generally. For example, in 2023 we began consolidating some of our legacy brands’ platforms to decrease operating costs. In addition, in 2024 we announced an enterprise-wide initiative to further leverage our portfolio approach and decrease operating costs by, among other things, reducing duplication of certain functions across the Company and sharing more operational infrastructure across brands. There can be no assurance that these efforts to reduce operating costs will be successful or that such actions will not have unintended consequences on our operations. Any failure to offset increased app store fees could adversely affect our business, financial condition, and results of operations.

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of our legacy brands’ platforms and, in 2025, we launched an enterprise-wide initiative to further leverage our

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Attracting and retaining users for our services involve considerable expenditures for online and offline marketing. Historically, we have had to increase our marketing expenditures over time in order to attract and retain users and sustain our growth. For example, in 2023 Tinder launched its first-ever comprehensive global marketing campaign in order to help sustain its growth and attract new users.

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Attracting and retaining users for our services involve considerable expenditures for online and offline

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Evolving consumer behavior can affect the availability of profitable marketing opportunities. For example, as traditional television viewership declines and as consumers spend more time on mobile devices rather than desktop computers, the reach of many of our traditional advertising channels continues to contract. Similarly, as consumers communicate less via email and more via text messaging, messaging apps, and other virtual means, the reach of email campaigns designed to attract new and repeat users (and retain current users) for our services is adversely impacted. Additionally, changes by large tech platforms, such as Apple and Google, to advertisers’ ability to access and use unique advertising identifiers, cookies, and other information to acquire potential users, such as Apple’s rules regarding the collection and use of identifiers for advertising (“IDFA”), have adversely impacted, and may continue to adversely impact, our advertising efforts. To continue to reach potential users and grow our businesses, we must identify and devote more of our overall marketing expenditures to newer advertising channels, such as mobile, social media, and online video platforms. There can be no assurance that we will be able to continue to appropriately manage our marketing efforts in response to these and other trends in the advertising industry. Any failure to do so could adversely affect our business, financial condition, and results of operations.

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Evolving consumer behavior can affect the availability of profitable marketing opportunities. For example,

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We market and distribute our services (including related mobile applications) through a variety of third-party distribution channels, including Facebook, which has rolled out its own dating service. Our ability to market our brands on any given property or channel is subject to the policies and practices of the relevant third party. Certain platforms and channels have, from time to time, limited or prohibited advertisements for our services for a variety of reasons, including poor behavior by other industry participants. There is no assurance that we will not be limited or prohibited from using certain marketing channels in the future. Further, certain platforms on which we market our brands may not properly monitor or ensure the quality of content located adjacent to or near our advertisements on such platforms, which may have a negative effect on consumers’ perceptions of our own brands due to association with such content, which content our users may deem inappropriate. If this were to happen with a significant marketing channel and/or for a significant period of time, our business, financial condition, and results of operations could be adversely affected.

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We market and distribute our services through a variety of third-party distribution channels, including

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Additionally, our mobile applications are almost exclusively accessed through the Apple App Store and Google Play Store. Both Apple and Google believe they have broad discretion to change, and from time to time have changed, their policies regarding their mobile operating systems and app stores in ways that may limit, eliminate, or otherwise interfere with our ability to distribute or market our applications through their stores, our ability to update our applications, including to make bug fixes or other feature updates or upgrades, the features we provide, our ability to access native functionality or other aspects of mobile devices, and our ability to access information about our users that they collect. To the extent either or both of them do so, our business, financial condition, and results of operations have in the past been, and could again in the future be, adversely affected.

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Additionally, our mobile applications are almost exclusively accessed through the Apple App Store and

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Apple and Google are also known to retaliate against application developers who publicly or privately challenge their app store rules and policies, and such retaliation has and could adversely affect our business, financial condition, and results of operations.

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challenge their app store rules and policies, and such retaliation has and could adversely affect our business,

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Inappropriate actions by certain of our users could be attributed to us and damage our brands’ reputations, which in turn could adversely affect our business.

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us and consequently damage our brands’ reputations, which in turn could adversely affect our business.

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Users of our services have been, and may in the future be, physically, financially, emotionally, or otherwise harmed by other individuals that such users met or may meet through the use of one of our services. When one or more of our users suffers or alleges to have suffered any such harm, we have in the past, and could in the future, experience negative publicity or legal action that could damage our reputation and our brands. Similar events affecting users of our competitors’ services have in the past, and could in the future, result in negative publicity for our industry generally, which could in turn negatively affect our business.

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Users of our services have been, and may in the future be, physically, financially, emotionally, or otherwise

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In addition, the reputations of our brands have been, and may in the future be, adversely affected by the actions of our users that are deemed to be hostile, offensive, defamatory, inappropriate, untrue, or unlawful. While we have systems and processes in place that aim to monitor and review the appropriateness of the content accessible through our services, and have adopted policies prohibiting illegal, offensive, and inappropriate use of our services, our users have in the past, and could in the future, nonetheless engage in activities that violate our policies. Such bad actors may also use emerging technologies, such as AI, to engage in such activities, which would make it more difficult for us and other users to detect and prevent such negative behavior. Our safeguards may not be sufficient to avoid harm to our reputation and brands, especially if such hostile, offensive, or inappropriate use is well-publicized.

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In addition, the reputations of our brands have been, and may in the future be, adversely affected by the

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Our future success will depend upon our continued ability to identify, hire, develop, motivate, and retain highly skilled individuals across the globe, with the continued contributions of our senior management being especially critical to our success. Competition for well-qualified employees across Match Group and its various businesses is intense, particularly in the case of senior leadership and technology roles, and our continued ability to compete effectively depends, in part, upon our ability to attract new employees. Evolving state and federal laws, rules and regulations intended to limit or curtail the enforceability of non-competition, employee non-solicitation, confidentiality and similar restrictive covenant clauses could make it more difficult to retain qualified personnel. Our ability to attract, retain, and motivate employees may also be adversely affected by stock price volatility. In particular, declines in our stock price, or lower stock price performance relative to competitors for talent, have reduced the retentive value of our stock-based awards, which can impact the competitiveness of our compensation. Further, in the past we have had, and may continue to have for the foreseeable future, significant amounts of stock-based compensation expense due to the competitive market for executive and technical talent, which includes competitors that are much larger than us.

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Our future success will depend upon our continued ability to identify, hire, develop, motivate, and retain

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Effective succession planning is also important to our future success. At times we have experienced significant changes to our senior leadership team. For example, within the last few months, we announced the appointments of new Chief Executive and Chief Financial Officers. Those changes and any future significant leadership changes or senior management transitions involve inherent risk. If we fail to ensure the effective transfer of senior management or other institutional knowledge as well as smooth transitions involving senior management across our various businesses, our ability to execute short and long term strategic, financial, and operating goals, as well as our business, financial condition, and results of operations generally, could be adversely affected. In addition to intense competition for talent, workforce dynamics are constantly evolving, such as recent broad shifts to hybrid work models. If we do not manage changing workforce dynamics effectively, it could materially adversely affect our culture, reputation, and operational flexibility.

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for talent, workforce dynamics are constantly evolving, such as recent broad shifts to hybrid work models. In

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Our operations are subject to volatile global economic conditions, particularly those that adversely impact consumer confidence and spending behavior.

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Our operations are subject to volatile global economic conditions, particularly those that adversely impact

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Adverse macroeconomic conditions, including lower consumer confidence, changes to fiscal and monetary policy, the availability and cost of credit, and weakness in the economies in which we and our users are located, have adversely affected and may continue to adversely affect our business, financial condition, and results of operations. In recent years, the United States, Europe and other key global markets have experienced historically high levels of inflation, which have impacted, among other things, employee compensation expenses. If inflation rates rise again or continue to remain historically high or further increase in those locations where inflation rates remain elevated, it will likely affect our expenses, and may reduce consumer discretionary spending, which could affect the buying power of our users and lead to a reduced demand for our services, particularly for à la carte features or at brands that serve consumers with less discretionary income. Other events and trends that could result in decreased levels of consumer confidence and discretionary spending include a general economic downturn, recessionary concerns, high unemployment levels, and increased interest rates, as well as any sudden disruption in business conditions. Additionally, geopolitical developments, such as wars in Ukraine and the Middle East, tensions with China, climate change, and the responses by central banking authorities to control inflation, can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets.

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Adverse macroeconomic conditions, including lower consumer confidence, changes to fiscal and monetary

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We have experienced, and in the future may again experience, operational and financial risks in connection with acquisitions.

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We have experienced, and in the future may again experience, operational and financial risks in connection

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We have made acquisitions in the past and continue to seek potential acquisition candidates. We may experience operational and financial risks in connection with historical and future acquisitions if we are unable to:

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We have made acquisitions in the past and continue to seek potential acquisition candidates. We may

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•successfully integrate the operations, financial, and other administrative systems of the acquired businesses with our existing operations and systems;

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•successfully integrate the operations, financial, and other administrative systems of the acquired

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Furthermore, we may not be successful in addressing other challenges encountered in connection with our acquisitions and the anticipated benefits of one or more of our acquisitions may not be realized. For example, in 2024 we announced the shutdown of our Hakuna live streaming service, which was acquired in 2021, because the service’s financial performance was not meeting our expectations. In addition, such acquisitions can result in material diversion of management’s attention or other resources from our existing businesses. The occurrence of any of these events could have an adverse effect on our business, financial condition, and results of operations.

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Furthermore, we may not be successful in addressing other challenges encountered in connection with our

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We rely on the Apple App Store and the Google Play Store to distribute and monetize our mobile applications. While our mobile applications are generally free to download from these stores, we offer our users the opportunity to purchase subscriptions and certain à la carte features within these applications. We determine the prices at which these subscriptions and features are sold; however, purchases of these subscriptions and features are required in most cases to be processed through the in-app payment systems provided by Apple and Google, although some of our applications are currently able to use their own payment systems for in-app purchases made on Android devices. Where we are required to use Apple’s or Google’s payment systems, we pay Apple and Google, as applicable, a meaningful share (generally 30% or, for subscriptions purchased on Android devices, 15%) of the revenue we receive from these transactions. Where payments on Android devices are processed through other payment systems, we are also required to pay Google a meaningful share. We have entered into a partnership with Google that will provide value exchange across our broad relationship with them, which we expect to help offset the additional costs that some of our brands expect to incur over the three years starting in 2024 associated with implementing Google’s User Choice Billing system, which allows application developers to offer an additional billing system alongside Google Play’s billing system. Additionally, while Apple was recently ordered to change its rules in the U.S. marketplace on anti-steering to allow for payment processing outside its payment systems, Apple has stated that it will still charge up to 27% for those transactions. We do not expect to realize any meaningful decrease in app store fees as a result of this change. In the EU, the Digital Markets Act went into effect in March 2024. Apple’s compliance plan lowers the 30% service fee in the EU to 17% for our applications, but also adds a payment processing fee of 3%, as well as a 0.50 Euro fee per download (including updates) per year. Apple’s plan is subject to approval by the European Commission, which has launched infringement proceedings against Apple and may require further concessions from Apple. For additional information, see “Item 1—Business—Dependencies on services provided by others—App Stores.”

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additional information, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results

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The impact of cyber or similar attacks experienced by third parties who provide services to us or otherwise process data on our behalf could have a similar effect on us. Moreover, even cyber or similar attacks that do not directly affect us or our third party service providers or data processors may result in widespread access to user data, for instance through account login credentials that such users might have used across multiple internet sites, including our sites, or directly through access to user data that these third party service providers could process in the context of the services they provide to us. These events can lead to government enforcement actions, fines, and litigation, as well as loss of consumer confidence generally, which could make users less likely to use or continue to use online services generally, including our services. The occurrence of any of these events could have an adverse effect on our business, financial condition, and results of operations.

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occurrence of any of these events could have an adverse effect on our business, financial condition, and results

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We acquire other companies and intangible assets and may not realize all the economic benefit from those acquisitions, which could cause an impairment of goodwill or intangible assets. We assess goodwill and indefinite-lived intangible assets for impairment annually, or more frequently if an event occurs or there is a change in circumstances that indicates the carrying value may not be recoverable, including, but not limited to, a decline in our stock price and market capitalization, reduced future cash flow estimates, or slower growth rates in our industry. In the past we have recorded, and may again in the future be required to record, significant charges in our consolidated financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect our results of operations. For further information, see “Note 5—Goodwill and Intangible Assets” to the consolidated financial statements included in “Part II, Item 8—Consolidated Financial Statements and Supplementary Data.”

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We acquire other companies and intangible assets and may not realize all the economic benefit from those

Previous wording

We operate in various international markets, including certain markets in which we have limited experience, and some of our brands continue to seek to increase their international scope. As a result, we face additional risks in connection with certain of our international operations.

Current wording

and some of our brands continue to seek to increase their international scope. As a result, we face additional

Previous wording

Operating internationally, particularly in countries in which we have limited experience, exposes us to a number of risks in addition to those otherwise described in this annual report, such as:

Current wording

Operating internationally, particularly in countries in which we have limited experience, exposes us to a

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Rearranged current paragraphs (442)

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•If we fail to retain existing users or add new users, or if our users do not convert to paying users, our

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revenue, financial results, and business may be significantly harmed.

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•The industry for social connection apps is competitive, with low switching costs and a consistent stream

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of new services and entrants, and innovation by our competitors may disrupt our business.

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party platforms, in particular, mobile app stores.

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•Inappropriate actions by certain of our users could be attributed to us or may not be adequately

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•Our operations are subject to volatile global economic conditions, particularly those that adversely

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impact consumer confidence and spending behavior.

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•We have experienced, and in the future may again experience, operational and financial risks in

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impairment charges related to our goodwill and other intangible assets in the future.

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•We operate in various international markets, including certain markets in which we have limited

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experience, and some of our brands continue to seek to increase their international scope.

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•Foreign currency exchange rate fluctuations have adversely affected and may in the future adversely

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•Our success depends, in part, on the integrity of our systems and infrastructures and on our ability to

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enhance, expand, and adapt these systems and infrastructures in a timely and cost-effective manner.

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affected by cyberattacks experienced by third parties.

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•The success of our services will depend, in part, on our ability to access, collect, and use personal data

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•Breaches or unauthorized access of personal and confidential or sensitive user information that we

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•Challenges with properly managing the use of AI.

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•Risks related to credit card payments, including data security breaches and fraud that we or third

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including with respect to data privacy, platform liability, and AI.

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intellectual property rights of third parties.

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•Our indebtedness may affect our ability to operate our business, and we and our subsidiaries may incur

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•We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to

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take other actions to satisfy our obligations under our indebtedness that may not be successful.

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•Exchange of our outstanding exchangeable notes may dilute the ownership interests of existing

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stockholders or may otherwise depress the price of our common stock.

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•Stockholders may experience dilution due to the issuance of additional securities in the future.

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term stockholder value, and the price of our stock is subject to volatility.

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•Provisions in our certificate of incorporation and bylaws or Delaware law may discourage, delay, or

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prevent a change of control of our company or changes in our management.

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financial results, and business may be significantly harmed.

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where the use of the service is free and a subset of the users pay for subscriptions or in-app purchases to access

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premium features. Our financial performance has thus been and will continue to be significantly determined by

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our success in adding and retaining users of our services and converting users into paying subscribers or in-app

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markets where we have achieved higher penetration rates. Furthermore, the size of our user base is also

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influenced by other factors, including competitive products and services, regional cultural preferences, and

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global and regional business, macroeconomic, and geopolitical conditions.

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level of our user base, we may be unable to attract or retain users. In recent years, demand for online dating

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result, we have begun to further leverage our existing capabilities as well as advances in technologies like AI to

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