Grindr Inc.

Current report

We have recently qualified as a “controlled company” within the meaning of the NYSE Rules, and, as a result, we may qualify for exemptions from certain corporate governance requirements.

Current report

On or about September 19, 2025, as a result of repurchase activity pursuant to the Company’s previously announced stock repurchase program, the Company determined that the beneficial ownership of G. Raymond Zage, III, a member of the Company’s Board of Directors (the “Board”) and the Company’s largest stockholder, had surpassed 50% of the Company’s outstanding common stock. A Special Committee of the Board, consisting entirely of independent and disinterested directors, had previously evaluated the impact of repurchases by the Company under the repurchase program and determined that the continuation of the repurchases, including repurchases that would result in Mr. Zage beneficially owning more than 50% of the outstanding shares of the Company's common stock, was advisable, fair to, and in the best interests of the Company and its stockholders other than Mr. Zage and his affiliates. Due to Mr. Zage’s control of a majority of the voting power of our outstanding common stock, we are considered to be a ‘controlled company’ within the meaning of the New York Stock Exchange (“NYSE”) corporate governance standards. Under the NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a ‘controlled company’ and may elect not to comply with certain corporate governance requirements, including the requirements that:

Current report

•we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

Current report

•we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

Current report

We do not intend to utilize these exemptions at this time. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.

Current report

As a result of the recent decline in our stock price, James Fu Bin Lu and the lender under his financing agreement have recently sold shares beneficially owned by Mr. Lu to enable Mr. Lu to regain compliance with covenants under his loan agreement. Future sales of our common stock by Mr. Lu, including sales by lenders in connection with his share pledge arrangement, could cause the market price for our securities to decline.

Current report

James Fu Bin Lu, one of our largest stockholders who owns approximately 12.8% of our issued and outstanding common stock as of October 24, 2025, has pledged 23,233,867 shares of our common stock beneficially owned by him (the

Current report

“Lu Pledged Securities”) to a lender in connection with a financing arrangement with Longview Grindr Holdings Limited, an entity affiliated with Mr. Lu (“Longview” and such loan, the “Longview Loan”).

Current report

Following notice by the lender of the Longview Loan that Longview was no longer in compliance with the loan-to-value covenant due to recent declines in the Company’s stock price, Longview sold 1,000,000 shares of common stock to Mr. Zage and the lender under the Longview Loan sold 1,700,000 previously pledged securities in open market transactions. Mr. Lu has informed the Company that Longview has regained compliance with the loan-to-value covenant in the Longview Loan.

Current report

The trading price of our common stock has also been highly volatile recently. See “The price of our common stock has been and may continue to be subject to volatility.” If our stock price experiences future declines causing Longview not to meet the loan-to-value requirements under its financing arrangement, the lender could again exercise its rights to sell some or all of the Lu Pledged Securities. Additional sales by Mr. Lu or the lender under the Longview Loan, or the perception that he or the lender may sell, could have the effect of increasing the volatility in our share price or could cause the market price of our securities to drop significantly. See “Risk Factors — Future sales of our common stock or the perception of such sales, in particular by our directors, officers, and significant stockholders, could cause the market price for our securities to decline. Resales of significant volumes of our securities may cause the market price of our securities to drop significantly, even if our business is doing well.” included under Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current report

Our two largest stockholders, G. Raymond Zage, III and James Fu Bin Lu recently submitted a non-binding proposal to our Board of Directors to acquire all of the outstanding shares of the Company's common stock for $18.00 per share. Uncertainty regarding a potential going-private transaction could create significant uncertainty to our business, including disruption to our management and employees, and contribute to volatility in our stock price.

Current report

On October 24, 2025, Mr. Zage, a member of our Board, and Mr. Lu, the former Chairperson of our Board (the “Proposing Shareholders”), who collectively beneficially own more than 60% of our outstanding common stock as of October 24, 2025, submitted a non-binding proposal to our Board to acquire all of the outstanding shares of the Company's common stock (a “Going Private Transaction”) for $18.00 per share. The Board has established a special committee comprised of disinterested and independent directors in response to interest expressed by the Proposing Shareholders in exploring the Going Private Transaction. Any potential Going Private Transaction may be subject to numerous conditions, including financing availability and regulatory approvals.

Current report

We may incur significant costs in connection with the evaluation of, and response to, any proposal regarding a Going Private Transaction. The potential of a Going Private Transaction may also divert the attention of management and employees from the ongoing operation of our business and may impact employee morale and retention, all of which could impair our ability to execute our strategic plans, meet operational objectives, and respond to competitive pressures. Our users may also react negatively to a Going Private Transaction, including any related negative publicity regarding the Company. Further, the possibility of a Going Private Transaction may contribute to continued or increased volatility in our stock price.

Current report

The price of our common stock has been and may continue to be subject to volatility.

Current report

The trading price of our common stock has been highly volatile recently. Since June 2, 2025, our common stock has experienced an intra-day trading high of $25.13 per share and a low of $11.73. Our common stock has been and may in the future be traded by short sellers, which may put pressure on the supply and demand for our common stock, further influencing volatility in our market price. The technology industry and the stock market as a whole have, from time to time, experienced extreme stock price and volume fluctuations that have affected stock prices in ways that may have been unrelated to these companies’ operating performance. Our common stock may also be affected by limited trading volumes, which could adversely impact the price of our common stock. Price volatility may cause the average price at which we repurchase our stock in a given period to exceed the stock’s trading price at a given point in time. We cannot predict the actions of market participants and, therefore, can offer no assurances about the stability of the market for our common stock, which could have a material adverse impact on investor confidence, employee retention, and the value of our common stock.

Previous report

We use artificial intelligence and machine learning in our products, services, and operations, which may result in operational and compliance challenges, legal liability, reputational concerns, cybersecurity risks, competitive risks, and regulatory concerns that could materially and adversely affect our business and results of operations.

Previous report

We have adopted and are continuing to develop AI/ML technologies, processes, and algorithms—including generative AI—into our daily operations, including by deploying generative AI and machine learning into our products and services to identify and eliminate spam and bad actors, to provide new features, to improve user connections, and to streamline internal operations like customer support. This may result in adverse effects on our operations, legal liability exposure, reputation, and competitive dynamics. The use of AI/ML technologies and processes, including generative AI, at scale is relatively new, and may lead to challenges, concerns, and risks that are significant or that we may not be able to predict, especially if our use of these technologies in our products and services becomes more important to our operations over time.

Previous report

AI/ML in our products and services may be difficult to deploy successfully due to operational issues inherent to the nature of such technologies. For example, AI algorithms use machine learning and predictive analytics that may be insufficient or of poor quality and reflect inherent biases and could lead to flawed, biased, and inaccurate results. Due to inaccuracies or flaws in the inputs, outputs, or logic of the AI/ML (including if a bad actor “poisons” the AI/ML with bad inputs or logic), the model could be biased and could lead to decisions that could bias certain individuals (or classes of individuals) and adversely impact their rights; employment; and ability to obtain certain pricing, products, services, or benefits. Deficient or inaccurate recommendations, forecasts, or analyses that generative AI applications assist in producing, including in certain of our offerings such as More Profiles, For You, and Discover, each of which leverages AI and ML to display profiles to users based on relevancy, could lead to customer rejection or skepticism of our products, impact our ability to attract and retain users, affect our reputation or brand, and negatively affect our financial results. Further, unauthorized use or misuse of generative AI by our staff or others may result in disclosure of confidential company and customer data, reputational harm, privacy law violations and legal liability. While we generally seek to obtain contractual commitments from the applicable providers that prohibit the use of our and our users' data to train or refine their large language models, we may not be able to implement technical measures to prevent such providers from doing so in contravention to their contractual obligations. Our use of AI/ML technologies and generative AI may also lead to novel and urgent cybersecurity risks, including the misuse or disclosure of personal data, which may adversely affect our operations and reputation.

Previous report

We face significant competition in respect to AI-based products and services. If we are unable to provide enhancements and new features for our AI/ML products and services or to develop new products and services that achieve market acceptance and that keep pace with rapid technological developments and evolving industry standards, our business would be materially and adversely affected. The failure of our technology, products, or services to gain market acceptance due to more attractive offerings by our competitors or the introduction of new competitors to the market with new or innovative product offerings could significantly reduce our revenues; increase our operating costs; or otherwise materially and adversely affect our business, financial condition, results of operations and cash flows.

Previous report

Moreover, the development and use of AI/ML, including generative AI, are subject to privacy and data security laws, as well as increasing regulatory, legal, and consumer scrutiny. Additionally, certain privacy laws extend rights to consumers (such as the right to delete certain personal data) and regulate automated decision making, which may be incompatible with our use of AI/ML. These obligations may make it harder for us to use AI/ML; lead to regulatory fines or penalties; result in additional compliance costs, regulatory investigations, and actions; require us to change our business practices, retrain our AI/ML, prevent or limit our use of AI/ML; or result in consumer or other lawsuits. For example, the Federal Trade Commission has required other companies to turn over (or disgorge) valuable insights or trainings generated through the use of AI/ML where they allege the company has violated privacy and consumer protection laws.

Previous report

We are increasingly using AI/ML to enhance our products and services, including by training or tuning models using data collected through user interactions. These activities may expose us to regulatory, legal, and reputational risks, particularly with respect to the repurposing of personal data for AI/ML training. Identifying an appropriate legal basis and, where required, obtaining valid and informed consent for such processing presents significant compliance challenges across the multiple jurisdictions in which we operate. The complex interplay between data protection, consumer protection, and emerging AI regulatory frameworks introduces legal uncertainty and may require continuous reassessment of our practices. Furthermore, our data practices, particularly with respect to sensitive or special category data, in connection with user interactions and AI/ML have in the past attracted and may continue to attract scrutiny from consumer advocacy groups, regulatory authorities, and other stakeholders, and could result in reputational harm, enforcement actions, or litigation. In particular, there is a risk that such practices could give rise to regulatory actions, class action claims, or mass complaints alleging unfair, deceptive, or unlawful data processing.

Previous report

Uncertainty in the legal and regulatory regime relating to AI/ML and emerging ethical issues surrounding the use of these technologies may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws, the nature of which cannot be determined at this time. Several jurisdictions around the globe, including Europe and certain U.S. states, have already proposed or enacted laws governing the use of AI/ML. For example, the European Union’s Artificial Intelligence Act (“AI Act”), which has an extraterritorial reach and bans AI applications that pose an unacceptable level of risk and establishes obligations for AI providers and organizations developing or deploying AI systems. The AI Act provides for fines of up to 35 million Euro or 7% of annual global revenue for violations of the prohibited AI restrictions, and fines of up to 15 million Euro or 3% of annual global revenue for violations of most other obligations. We expect other jurisdictions will adopt similar laws (e.g., Brazil). More restrictive legislation may render the use of AI/ML technologies challenging, and existing laws and regulations may apply to us or our vendors in new ways. We may experience challenges in adapting our operations and services to such legislation, if applicable.

Previous report

We often rely not only on our own initiatives and innovations but also on third parties for the development of and access to new technologies related to, or that rely upon, AI/ML, and we therefore rely on development of a robust market for these new products and technologies. Failure to accurately predict or to respond effectively to developments in the AI/ML market may significantly impair our business. In addition, because our products and services are designed to operate with a variety of systems, infrastructures, and devices, we need to continuously modify and enhance our products and services to keep pace with changes in technologies related to, or that rely upon, generative AI created or provided by third parties. Any failure of our products and services to continue to operate effectively with third-party infrastructures and technologies could reduce the demand for our products and services, result in dissatisfaction of our customers, and materially and adversely affect our business.