Match Group, Inc.

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

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 hasthree 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.

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 thesix 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 wasno 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.

Disaggregation of Revenue

The following table presents disaggregated revenue:

(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.

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 thethree months ended June 30, 2026 and 2025, the Company recorded an income tax

provision of$44.1 million and$32.2 million, respectively. For thesix 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 thethree 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.

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 thesix months ended June 30, 2026 and 2025,

there wereno 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 thethree 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.

The following tables present the Company’s financial instruments that are measured at fair value

on a recurring basis:

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,

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.

(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.

NOTE 4—LONG-TERM DEBT, NET

Long-term debt consists of:

(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 wereno 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.

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

The 4.625% Senior Notes were issued on May 19, 2020. These notes may be redeemed at

The 5.625% Senior Notes were issued on February 15, 2019. These notes may be redeemed at

The 4.125% Senior Notes were issued on February 11, 2020. These notes may be redeemed at

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.

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 thefive-business day period after anyfive-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 thesix

months ended June 30, 2026. The 2030 Exchangeable Notes were not exchangeable as of June 30,

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 leastone of thefive 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

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:

The following table sets forth interest expense recognized related to the Exchangeable Notes:

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.

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 thethree and six months ended June 30, 2026 and 2025, the Company’s accumulated other

comprehensive loss relates to foreign currency translation adjustments.

At both June 30, 2026 and 2025, there wasno tax benefit or provision on the accumulated other

comprehensive loss.

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:

(a)The Company uses the if-converted method for calculating the dilutive impact of the

outstanding Exchangeable Notes. For each of thethree 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 thethree and six

months ended June 30, 2026,13.9 million and 13.2 million potentially dilutive securities,

respectively, and for thethree 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 thethree 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.

The following table presents revenue by segment, which includes revenue from customers in the

form of direct revenue, indirect revenue, which is primarily advertising revenue, and intersegment

revenue, which is eliminated in consolidated results:

The following tables present the segment profitability measures, operating income (loss) and

Adjusted EBITDA, and a reconciliation of the total segment profitability measures to income before

income taxes:

(a)Includes stock-based compensation and depreciation related to corporate functions.

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.

The following tables present the significant segment expenses regularly reviewed by our CODM:

(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 theordinary 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 ofone 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.

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.