Match Group, Inc.
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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Sep 30, 2026 · Filed Nov 3, 2026
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Consolidated Statement of Cash Flows
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
| Nine Months Ended September 30, | ||
|---|---|---|
| 2026 | 2025 | |
| (In thousands) | ||
| Net income | $511,752 | $403,805 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||
| Stock-based compensation expense | 177,354 | 194,167 |
| Depreciation | 44,052 | 54,635 |
| Impairment and amortization of intangibles | 46,831 | 29,897 |
| Deferred income taxes | 42,955 | 35,161 |
| Other adjustments, net | 6,659 | 15,507 |
| Changes in assets and liabilities | ||
| Accounts receivable | 24,222 | (16,450) |
| Other assets | 15,478 | 43,803 |
| Accounts payable and other liabilities | (23,215) | 36,572 |
| Income taxes payable and receivable | 39,394 | (31,118) |
| Deferred revenue | 858 | (8,379) |
| Net cash provided by operating activities | 886,340 | 757,600 |
| Cash flows from investing activities: | ||
| Capital expenditures | (54,651) | (42,100) |
| Purchases of investments | (112,000) | — |
| Other, net | 831 | (25,783) |
| Net cash used in investing activities | (165,820) | (67,883) |
| Cash flows from financing activities: | ||
| Proceeds from Senior Notes offerings | — | 700,000 |
| Principal payments on Term Loan | — | (425,000) |
| Payments to settle exchangeable notes | (423,854) | (74,437) |
| Debt issuance costs | — | (8,619) |
| Proceeds from issuance of common stock pursuant to stock-based awards and employee stock purchase plan | 3,157 | 3,598 |
| Withholding taxes paid on behalf of employees on net settled stock-based awards | (118,145) | (115,619) |
| Purchases of treasury stock | (335,511) | (549,905) |
| Dividends | (136,886) | (140,893) |
| Purchase of noncontrolling interests | (232) | (84) |
| Other, net | (6,010) | (6,225) |
| Net cash used in financing activities | (1,017,481) | (617,184) |
| Total cash (used) provided | (296,961) | 72,533 |
| Effect of exchange rate changes on cash and cash equivalents | (4,681) | 14,714 |
| Net (decrease) increase in cash and cash equivalents | (301,642) | 87,247 |
| Cash and cash equivalents at beginning of period | 1,027,838 | 965,993 |
| Cash and cash equivalents at end of period | $726,196 | $1,053,240 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Match Group, Inc., is leading the next chapter of human connection. Our global portfolio of brands
— including Tinder, Hinge, Match, Pairs, Upward, OurTime, The League, HER, Azar, and more — spark
meaningful real-world connections across cultures, communities, and every stage of life. 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 thenine months ended September 30, 2026, the Company recognized$148.7
million of revenue that was included in the deferred revenue balance as of December 31, 2025. The
current deferred revenue balance at September 30, 2026 is$151.9 million. At September 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:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (In thousands) | ||||
| Revenue: | ||||
| Direct Revenue | $876,624 | $896,661 | $2,564,415 | $2,554,561 |
| Indirect Revenue (principally advertising revenue) | 14,608 | 17,614 | 43,856 | 54,630 |
| Total Revenue | $891,232 | $914,275 | $2,608,271 | $2,609,191 |
| Direct Revenue: | ||||
| Tinder | $480,019 | $490,613 | $1,392,180 | $1,399,167 |
| Hinge | 220,586 | 184,671 | 618,616 | 504,417 |
| Everyone Everywhere(a) | 176,019 | 221,377 | 553,619 | 650,977 |
| Total Direct Revenue | $876,624 | $896,661 | $2,564,415 | $2,554,561 |
(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 September 30, 2026 and 2025, the Company recorded an income tax
provision of$50.4 million and$32.9 million, respectively. For thenine months ended September 30,
2026 and 2025, the Company recorded an income tax provision of$128.2 million and$87.5 million,
respectively.
The effective tax rate for thethree months ended September 30, 2026 of 22% was higher than the
statutory rate primarily due to foreign income taxed at higher rates and state income taxes, partially
offset by the lower tax rate on U.S. income derived from foreign sources. The effective tax rate for the
three months ended September 30, 2025 of 17% was lower than the statutory rate primarily due to
changes in tax reserves.
The effective tax rates for thenine months ended September 30, 2026 and 2025 of 20% and 18%,
respectively, were lower than the statutory rate primarily due to the lower tax rate on U.S. income
derived from foreign sources, excess tax benefits generated by the exercise and vesting of stock-based
awards, and, for the nine months ended September 30, 2026, research credits. These effects were
partially offset by nondeductible stock-based compensation and state income taxes, and, for the nine
months ended September 30, 2026, foreign income taxed at higher rates.
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 September 30, 2026 and December 31, 2025, unrecognized tax benefits, including interest and
penalties, were$66.6 million and$64.0 million, respectively. If unrecognized tax benefits at
September 30, 2026 are subsequently recognized, income tax expense would be reduced by$65.5
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 September
30, 2026 and 2025 were not material. At September 30, 2026, noncurrent income taxes payable
includes accrued interest and penalties of$5.4 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 September 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 in 2026 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 September 30, 2026
were$1.1 million and$6.7 million, respectively. For both thenine months ended September 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 September 30, 2026 and
December 31,2025, the Company has elected the measurement alternative. For both thethree and
nine months ended September 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:
| September 30, 2026 | |||
|---|---|---|---|
| Quoted MarketPrices in ActiveMarkets forIdentical Assets(Level 1) | Significant Other Observable Inputs(Level 2) | TotalFair ValueMeasurements | |
| (In thousands) | |||
| Assets: | |||
| Cash equivalents: | |||
| Money market funds | $196,559 | $— | $196,559 |
| Time deposits | — | 21,000 | 21,000 |
| Short-term investments: | |||
| Time deposits | — | 2,946 | 2,946 |
| Intangible assets: | |||
| Digital assets (cost basis of $15,167) | 18,395 | — | 18,395 |
| Total | $214,954 | $23,946 | $238,900 |
| December 31, 2025 | |||
|---|---|---|---|
| Quoted MarketPrices in ActiveMarkets forIdentical Assets(Level 1) | Significant Other Observable Inputs(Level 2) | TotalFair ValueMeasurements | |
| (In thousands) | |||
| Assets: | |||
| Cash equivalents: | |||
| Money market funds | $224,837 | $— | $224,837 |
| Time deposits | — | 151,890 | 151,890 |
| Short-term investments: | |||
| Time deposits | — | 3,461 | 3,461 |
| Intangible assets: | |||
| Digital assets (cost basis of $10,167) | 7,216 | — | 7,216 |
| Total | $232,053 | $155,351 | $387,404 |
Assets measured at fair value on a nonrecurring basis
The Company’s non-financial assets, such as goodwill, intangible assets, property and equipment,
and right-of-use assets, are adjusted to fair value only when an impairment charge is recognized. The
Company’s financial assets, comprised of equity securities without readily determinable fair values, are
adjusted to fair value when observable price changes are identified or an impairment charge is
recognized. Such fair value measurements are based predominantly on Level 3 inputs.
During the quarter ended March 31, 2026, Apple removed the Azar app from the Apple App Store
following a February 6, 2026 update to Apple’s App Review Guidelines. Updates were subsequently
made to the app to comply with the updated guidelines, which led to the reinstatement of a new version
of the Azar app. Based on these 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.
| September 30, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Carrying Value | Fair Value | Carrying Value | Fair Value | |
| (In thousands) | ||||
| Current maturities of long-term debt (a) (b) | $— | $— | $(423,580) | $(416,966) |
| Long-term debt, net (a) (b) | $(3,553,307) | $(3,349,056) | $(3,549,099) | $(3,450,867) |
(a)At December 31, 2025, the carrying value of current maturities of long-term debt, net includes
unamortized debt issuance costs of$0.3 million. At September 30, 2026 and December 31,
2025, the carrying value of long-term debt, net includes unamortized original issue discount and
debt issuance costs of$21.7 million and$25.9 million, respectively.
(b)At September 30, 2026, the fair value of the 2030 Exchangeable Notes (described in “Note 4—
Long-term Debt, net”) is$524.7 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 September 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:
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| (In thousands) | ||
| Credit Facility due March 20, 2029(a) | $— | $— |
| 5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15 | 450,000 | 450,000 |
| 4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1 | 500,000 | 500,000 |
| 5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15 | 350,000 | 350,000 |
| 4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1 | 500,000 | 500,000 |
| 3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1 | 500,000 | 500,000 |
| 6.125% Senior Notes due September 15, 2033 (the “6.125% Senior Notes”); interest payable each March 15 and September 15 | 700,000 | 700,000 |
| 0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”) | — | 423,854 |
| 2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15 | 575,000 | 575,000 |
| Total debt | 3,575,000 | 3,998,854 |
| Less: Current maturities of long-term debt | — | 423,854 |
| Less: Unamortized original issue discount | 656 | 1,043 |
| Less: Unamortized debt issuance costs | 21,037 | 24,858 |
| Total long-term debt, net | $3,553,307 | $3,549,099 |
(a)Subject to springing maturity, described below.
Credit Facility
Our wholly-owned subsidiary, Match Group Holdings II, LLC (“MG Holdings II”), is the borrower
under a credit agreement (as amended, the “Credit Agreement”) that provides for a revolving credit
facility (the “Credit Facility”).
The Credit Facility has a borrowing capacity of$500 million. The maturity date of the Credit Facility
is the earlier of (x) March 20, 2029 and (y) the date that is 91 days prior to the maturity date of the
existing senior notes due 2027, 2028, or 2029, or any new indebtedness used to refinance such senior
notes that matures prior to the date that is 91 days after March 20, 2029, in each case if and only if at
least$250 million in aggregate principal amount of such debt is outstanding on such date. At both
September 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 September 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 September 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.
At their maturity in June 2026, the Company settled, at par, the then 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 12.3668 shares of the Company's common stock per$1,000 principal
amount of notes, which represents an approximate equivalent exchange price of$80.86 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 thenine
months ended September 30, 2026. The 2030 Exchangeable Notes were not exchangeable as of
September 30, 2026.
At both September 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 September 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
September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | ||
|---|---|---|---|
| 2030 Exchangeable Notes | 2026 Exchangeable Notes | 2030 Exchangeable Notes | |
| (In thousands) | |||
| Principal | $575,000 | $423,854 | $575,000 |
| Less: Unamortized debt issuance costs | 3,720 | 274 | 4,531 |
| Net carrying value included in current maturities of long-term debt, net | $— | $423,580 | $— |
| Net carrying value included in long-term debt, net | $571,280 | $— | $570,469 |
The following table sets forth interest expense recognized related to the Exchangeable Notes:
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | ||
|---|---|---|---|
| 2030 Exchangeable Notes | 2026 Exchangeable Notes | 2030 Exchangeable Notes | |
| (In thousands) | |||
| Contractual interest expense | $2,875 | $1,217 | $2,875 |
| Amortization of debt issuance costs | 273 | 362 | 268 |
| Total interest expense recognized | $3,148 | $1,579 | $3,143 |
| Nine Months EndedSeptember 30, 2026 | Nine Months EndedSeptember 30, 2025 | |||
|---|---|---|---|---|
| 2026 Exchangeable Notes | 2030 Exchangeable Notes | 2026 Exchangeable Notes | 2030 Exchangeable Notes | |
| (In thousands) | ||||
| Contractual interest expense | $1,700 | $8,625 | $3,733 | $8,625 |
| Amortization of debt issuance costs | 274 | 811 | 1,157 | 794 |
| Total interest expense recognized | $1,974 | $9,436 | $4,890 | $9,419 |
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 September 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$80.86 per share.
At September 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$129.45 per share.
NOTE 5—ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table presents the components of accumulated other comprehensive loss. For each
of thethree and nine months ended September 30, 2026 and 2025, the Company’s accumulated other
comprehensive loss relates to foreign currency translation adjustments.
| Three Months Ended September 30, | ||
|---|---|---|
| 2026 | 2025 | |
| (In thousands) | ||
| Balance at July 1 | $(441,337) | $(400,974) |
| Other comprehensive income (loss) before reclassifications | 20,861 | (11,206) |
| Amounts reclassified into earnings | 352 | — |
| Net period other comprehensive income (loss) | 21,213 | (11,206) |
| Balance at September 30 | $(420,124) | $(412,180) |
| Nine Months Ended September 30, | ||
|---|---|---|
| 2026 | 2025 | |
| (In thousands) | ||
| Balance at January 1 | $(422,620) | $(449,611) |
| Other comprehensive income before reclassifications | 2,106 | 36,640 |
| Amounts reclassified into earnings | 390 | 791 |
| Net period other comprehensive income | 2,496 | 37,431 |
| Balance at September 30 | $(420,124) | $(412,180) |
At both September 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:
| Three Months Ended September 30, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| Basic | Diluted | Basic | Diluted | |
| (In thousands, except per share data) | ||||
| Numerator | ||||
| Net income | $174,361 | $174,361 | $160,756 | $160,756 |
| Net income attributable to noncontrolling interests | — | — | (7) | (7) |
| Dilutive impact of Exchangeable Notes, net of income tax(a) | — | 2,207 | — | 1,789 |
| Net income attributable to Match Group, Inc. shareholders | $174,361 | $176,568 | $160,749 | $162,538 |
| Denominator | ||||
| Weighted average basic shares outstanding | 229,379 | 229,379 | 240,510 | 240,510 |
| Dilutive securities(b)(c) | — | 5,479 | — | 6,405 |
| Dilutive shares from Exchangeable Notes, if-converted(a) | — | 7,102 | — | 13,409 |
| Denominator for earnings per share—weighted average shares(b)(c) | 229,379 | 241,960 | 240,510 | 260,324 |
| Earnings per share: | ||||
| Earnings per share attributable to Match Group, Inc. shareholders | $0.76 | $0.73 | $0.67 | $0.62 |
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| Basic | Diluted | Basic | Diluted | |
| (In thousands, except per share data) | ||||
| Numerator | ||||
| Net income | $511,752 | $511,752 | $403,805 | $403,805 |
| Net income attributable to noncontrolling interests | (8) | (8) | (8) | (8) |
| Impact from subsidiaries’ dilutive securities | — | — | — | (7) |
| Dilutive impact of Exchangeable Notes, net of income tax(a) | — | 7,925 | — | 8,135 |
| Net income attributable to Match Group, Inc. shareholders | $511,744 | $519,669 | $403,797 | $411,925 |
| Denominator | ||||
| Weighted average basic shares outstanding | 231,760 | 231,760 | 245,298 | 245,298 |
| Dilutive securities(b)(c) | — | 5,180 | — | 6,536 |
| Dilutive shares from Exchangeable Notes, if-converted(a) | — | 10,098 | — | 13,469 |
| Denominator for earnings per share—weighted average shares(b)(c) | 231,760 | 247,038 | 245,298 | 265,303 |
| Earnings per share: | ||||
| Earnings per share attributable to Match Group, Inc. shareholders | $2.21 | $2.10 | $1.65 | $1.55 |
(a)The Company uses the if-converted method for calculating the dilutive impact of the
outstanding Exchangeable Notes. For thethree months ended September 30, 2026, the
Company adjusted net income attributable to Match Group, Inc. shareholders for the cash
interest expense, net of income taxes, incurred on the 2030 Exchangeable Notes. For thethree
months ended September 30, 2025 and each of thenine months ended September 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 nine
months ended September 30, 2026,12.4 million and 12.3 million potentially dilutive securities,
respectively, and for thethree and nine months ended September 30, 2025,16.4 million and
15.9 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 nine
months ended September 30, 2026,1.4 million market-based awards and PSUs, and for both
thethree and nine months ended September 30, 2025,2.3 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:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (In thousands) | ||||
| Revenue: | ||||
| Tinder | $493,552 | $505,344 | $1,431,603 | $1,445,461 |
| Hinge | 220,586 | 184,671 | 618,616 | 504,419 |
| Everyone Everywhere | 179,302 | 225,616 | 563,759 | 662,372 |
| Eliminations | (2,208) | (1,356) | (5,707) | (3,061) |
| Total | $891,232 | $914,275 | $2,608,271 | $2,609,191 |
The following tables present the segment profitability measures, operating income (loss) and
Adjusted EBITDA, and a reconciliation of the total segment profitability measures to income before
income taxes:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (In thousands) | ||||
| Operating income: | ||||
| Tinder | $222,938 | $183,743 | $649,752 | $594,059 |
| Hinge | 70,214 | 46,314 | 189,420 | 113,865 |
| Everyone Everywhere | 21,835 | 32,248 | 46,737 | 37,714 |
| Total segment operating income | 314,987 | 262,305 | 885,909 | 745,638 |
| Corporate and unallocated costs(a) | (46,418) | (40,971) | (135,474) | (157,790) |
| Interest expense | (41,510) | (37,024) | (126,416) | (104,440) |
| Other (expense) income, net | (2,259) | 9,328 | 15,960 | 7,888 |
| Income before income taxes | $224,800 | $193,638 | $639,979 | $491,296 |
(a)Includes stock-based compensation and depreciation related to corporate functions.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (In thousands) | ||||
| Adjusted EBITDA: | ||||
| Tinder | $244,367 | $203,818 | $714,418 | $678,500 |
| Hinge | 87,852 | 62,623 | 237,812 | 159,033 |
| Everyone Everywhere | 45,118 | 62,663 | 159,700 | 142,341 |
| Total segment Adjusted EBITDA | 377,337 | 329,104 | 1,111,930 | 979,874 |
| Corporate and unallocated costs | (32,874) | (27,698) | (93,258) | (113,327) |
| Stock-based compensation | (56,766) | (56,306) | (177,354) | (194,167) |
| Depreciation | (14,595) | (14,845) | (44,052) | (54,635) |
| Impairment and amortization of intangibles | (4,533) | (8,921) | (46,831) | (29,897) |
| Interest expense | (41,510) | (37,024) | (126,416) | (104,440) |
| Other (expense) income, net | (2,259) | 9,328 | 15,960 | 7,888 |
| Income before income taxes | $224,800 | $193,638 | $639,979 | $491,296 |
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:
| Three Months Ended September 30, 2026 | |||
|---|---|---|---|
| Tinder | Hinge | Everyone Everywhere | |
| (In thousands) | |||
| In-app purchase fees | $86,343 | $36,790 | $17,124 |
| Cost of acquisition | 70,929 | 44,546 | 57,847 |
| Variable expense | 27,782 | 12,479 | 11,047 |
| Employee compensation expense, excluding stock-based compensation expense | 43,125 | 30,060 | 34,821 |
| Other operating expenses(a) | 21,006 | 8,859 | 13,345 |
| Stock-based compensation(b) | 19,412 | 15,604 | 9,186 |
| Depreciation(b) | 2,017 | 2,034 | 9,564 |
| Amortization of intangible assets(b) | — | — | 4,533 |
| Three Months Ended September 30, 2025 | |||
|---|---|---|---|
| Tinder | Hinge | Everyone Everywhere | |
| (In thousands) | |||
| In-app purchase fees | $102,978 | $49,703 | $31,455 |
| Cost of acquisition | 55,977 | 32,729 | 68,374 |
| Variable expense | 27,081 | 6,499 | 11,875 |
| Employee compensation expense, excluding stock-based compensation expense | 43,067 | 26,238 | 35,285 |
| Other operating expenses(a) | 72,423 | 6,879 | 15,964 |
| Stock-based compensation(b) | 17,624 | 15,238 | 11,288 |
| Depreciation(b) | 2,451 | 1,071 | 10,206 |
| Amortization of intangible assets(b) | — | — | 8,921 |
| Nine Months Ended September 30, 2026 | |||
|---|---|---|---|
| Tinder | Hinge | Everyone Everywhere | |
| (In thousands) | |||
| In-app purchase fees | $260,013 | $107,535 | $58,740 |
| Cost of acquisition | 185,967 | 118,139 | 165,075 |
| Variable expense | 79,674 | 33,834 | 32,108 |
| Employee compensation expense, excluding stock-based compensation expense | 131,806 | 95,504 | 106,811 |
| Other operating expenses(a) | 59,725 | 25,792 | 41,325 |
| Stock-based compensation(b) | 59,420 | 42,732 | 36,037 |
| Depreciation(b) | 5,246 | 5,660 | 30,095 |
| Impairment and amortization of intangible assets(b) | — | — | 46,831 |
| Nine Months Ended September 30, 2025 | |||
|---|---|---|---|
| Tinder | Hinge | Everyone Everywhere | |
| (In thousands) | |||
| In-app purchase fees | $296,506 | $137,015 | $96,717 |
| Cost of acquisition | 140,878 | 87,128 | 201,386 |
| Variable expense | 85,322 | 16,930 | 35,122 |
| Employee compensation expense, excluding stock-based compensation expense | 146,582 | 84,699 | 125,711 |
| Other operating expenses(a) | 97,673 | 19,614 | 61,095 |
| Stock-based compensation(b) | 66,661 | 42,514 | 44,410 |
| Depreciation(b) | 17,780 | 2,654 | 30,320 |
| Amortization of intangible assets(b) | — | — | 29,897 |
(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. On October 13, 2026, the DPC issued its
final decision, imposing an€11 million fine. We recorded a$12.6 million provision for this matter during
the nine-months ended September 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 intend to appeal.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.