Grindr Inc.

PurposeMed, the Affiliated Freddie Medical Group, Providers, and the Pharmacies

Except as set forth below, there have been no material changes to the risk factors disclosed in“Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), as supplemented by the risk factors disclosed in subsequent Quarterly Reports on Form 10-Q.

On November 2, 2026, we completed our acquisition (the “PurposeMed Acquisition”) of PurposeMed Inc., a Canadian corporation (“PurposeMed Canada”). PurposeMed Canada and PurposeMed USA Inc. (“PurposeMed USA”) are now our wholly owned subsidiaries (together with their subsidiaries, “PurposeMed” or “Freddie”). PurposeMed operates the Freddie telehealth platform, primarily focusing on access to HIV pre-exposure prophylaxis (“PrEP”) and related care in the United States and Canada.

Operations in the U.S. are conducted through PurposeMed USA, and operations in Canada are conducted through PurposeMed Canada. Due to the prohibition on the corporate practice of medicine adopted by many U.S. states, PurposeMed does not practice medicine and does not employ the healthcare providers who deliver clinical services to patients. Instead, PurposeMed USA has contractual arrangements with Freddie USA of NJ PC, a New Jersey professional corporation (the “Affiliated Freddie Medical Group”), to enable the provision of clinical services to patients in the United States, including through relationships with third-party providers. The Affiliated Freddie Medical Group is a separate professional corporation owned solely by a licensed physician. Neither we nor PurposeMed hold any equity interest in the Affiliated Freddie Medical Group. The Affiliated Freddie Medical Group contracts with or employs clinicians (each, a “Provider”) and has contractual arrangements with third-party partners to provide telehealth consultations and related services through the Freddie platform.

PurposeMed USA has entered into a management services arrangement with the Affiliated Freddie Medical Group. Under this arrangement, PurposeMed USA serves as the administrative services manager for the non-clinical aspects of the Affiliated Freddie Medical Group’s operations in exchange for a fair market value management fee. The Affiliated Freddie Medical Group and its Providers retain sole control of clinical decision-making and the practice of medicine. In Canada, clinical services are provided by clinicians employed by or contracted with PurposeMed Canada in accordance with applicable provincial requirements. PurposeMed USA and PurposeMed Canada also own certain pharmacies (the “Pharmacies”), which are separately licensed, are distinct from the Affiliated Freddie Medical Group, and do not provide clinical services.

As a result of the PurposeMed Acquisition, we are now subject to the additional risks described below.

Risks Related to the PurposeMed Acquisition

We may not realize the anticipated benefits of the PurposeMed Acquisition, and integration may be more difficult, costly, or time-consuming than expected.

The PurposeMed Acquisition is by far the largest acquisition in our history. Its success depends in part on our ability to integrate PurposeMed’s technology, pharmacy, and administrative operations with our platform, including by connecting the Freddie platform, the clinical services provided by the Affiliated Freddie Medical Group, and the Pharmacies with the Grindr app, building an integrated patient experience, and making PurposeMed’s services the foundation of Grindr Health. It also depends in part on our success in converting Grindr users into patients, retaining those patients in care, and growing PurposeMed’s U.S. business at the rates we expect. These expectations depend on revenue synergies that have not been proven at scale. We may not realize the expected revenue growth, cost efficiencies, margins, cross-selling opportunities, or other benefits within the expected timeframe or at all.

Integration may be harder than expected for several reasons, including regulatory and privacy restrictions that may limit how we integrate our platform, marketing, and data with PurposeMed, the Affiliated Freddie Medical Group, and the Pharmacies; as well as difficulties related to integrating operations, technology systems, compliance programs, controls, and personnel across two countries while maintaining compliance with the healthcare, privacy, and other laws that now apply to the combined company. Integration may divert management attention from our core business, and the personnel and resources we have dedicated to managing the integration may be insufficient for an integration of this scope and complexity. We may also incur integration costs that are higher than expected, many of which are difficult to estimate accurately, and our expectations about PurposeMed’s financial results rest on projections that may prove inaccurate. The operating efficiencies we expect from combining certain functions, systems, and vendors may take longer to realize, cost more to achieve, or be smaller than we expect. If revenue growth does not materialize as expected, or if costs exceed our expectations, our consolidated margins may remain lower for longer than we anticipate. If we fail to realize the anticipated benefits or if the anticipated benefits are not realized on our anticipated timeline, our business, financial condition, results of operations, and stock price could be materially adversely affected.

If we are unable to retain PurposeMed’s leadership team and other key personnel, or to successfully integrate our respective organizations and cultures, we may not realize the anticipated benefits of the PurposeMed Acquisition.

Our success in building Grindr Health depends in significant part on the continued service of PurposeMed’s leadership team, including its co-founder and Chief Executive Officer, and its pharmacy, compliance, payor relations, and engineering personnel, as well as on the Affiliated Freddie Medical Group’s ability to retain its Providers. Many of these individuals have specialized healthcare expertise that we do not otherwise have and that would be difficult and costly to replace. We have entered into employment and retention arrangements with certain of these individuals, but these arrangements may not be effective in retaining them, and the risk of departures may increase after the earn-out period ends at the end of 2027. The loss of key PurposeMed personnel could disrupt patient care, payor and partner relationships, and regulatory compliance, and could delay or prevent our integration plans. We may also lose Grindr employees who are critical to the integration or to our core business.

In addition, our organizations have different cultures, decision-making processes, approaches to managing risk and to regulatory compliance, and product development functions, and they operate in different countries. If we are unable to integrate our organizations and cultures effectively we may experience lower employee morale and productivity, increased attrition, conflicts over priorities, or lapses in clinical quality or compliance, any of which could materially adversely affect our business, financial condition, and results of operations.

Integrating the Freddie platform and the systems that support the Affiliated Freddie Medical Group and the Pharmacies with the Grindr app is complex, and any failure, delay, or operational gap during the transition could disrupt patient care, expose sensitive health information, or otherwise harm our business.

To better serve patients of the Affiliated Freddie Medical Group, our integration plans include connecting the Freddie platform, the clinical services provided by the Affiliated Freddie Medical Group, and the Pharmacies with the Grindr app, enabling integrated entry points and an integrated patient experience that allows patients to manage their care through the Grindr app. Integrating systems necessary to support our plans may take longer, cost more, or perform worse than we expect. Integration also requires us to maintain the necessary separation, security, and use of protected health information and other sensitive health data in accordance with HIPAA, U.S. state and Canadian health privacy laws, and our privacy commitments to our users and to patients. Vulnerabilities in PurposeMed or Grindr systems, or in systems used by the

Affiliated Freddie Medical Group or the Pharmacies, that we did not foresee or that arise as systems are connected, could result in security incidents, regulatory investigations, or litigation.

In addition, we must maintain uninterrupted operations as ownership changes, including continuity of clinical services and prescription fulfillment, payor and pharmacy benefit manager (“PBM”) network participation, pharmacy and other licenses, and partner and vendor relationships. Certain licenses, payor contracts, and other agreements require notices, approvals, or new filings in connection with a change of ownership, and some of these may not be completed on a timely basis. Any gaps in our operational readiness could interrupt patient care or revenue, result in regulatory or contractual noncompliance, and materially adversely affect our business, financial condition, and results of operations.

Patients, prospective patients, community partners, payors, and Grindr users may react negatively to the PurposeMed Acquisition or to changes we make to PurposeMed’s services or the Freddie brand, which could result in patient attrition or lower than expected patient acquisition and harm both our healthcare business and our core business.

PurposeMed’s revenue depends on attracting patients and keeping them in care over time. During and following the integration, patients may stop using PurposeMed’s services because of changes we make or how our ownership is perceived. Existing partners may also terminate, decline to renew, or seek to renegotiate their arrangements with PurposeMed on less favorable terms. Competitors may also use the transition to target patients and partners of the Affiliated Freddie Medical Group.

Changes we may seek to make to the Freddie brand could weaken its recognition among patients and partners. Associating Grindr with the Freddie brand, and the promotion and integration we may pursue, may also be viewed negatively by some patients, prospective patients, users, advertisers, or regulators, which could reduce user engagement in our core business. If any of these outcomes occurs, our business, financial condition, and results of operations could be materially and adversely affected.

The PurposeMed Acquisition may expose us to unknown or contingent liabilities, and our indemnification rights and insurance may not be sufficient to cover them.

PurposeMed may have liabilities that we did not discover in diligence or that we underestimated. These could include liabilities under healthcare, pharmacy, privacy, tax, employment, consumer protection, or professional liability laws, as well as liabilities arising from the Affiliated Freddie Medical Group or the Pharmacies. We may be exposed to liabilities arising from the business’s operations before the PurposeMed Acquisition, including tax liabilities and regulatory or professional liability claims. Our rights to indemnification under the purchase agreement related to the PurposeMed Acquisition and any representations and warranties insurance policy are subject to deductibles, caps, survival periods, and exclusions. They may not cover all losses. Any such liabilities could adversely affect our business, financial condition, and results of operations.

The contingent consideration payable in the PurposeMed Acquisition may cause volatility in our results of operations and may result in disputes.

We may pay up to $70.0 million in additional cash consideration if PurposeMed achieves specified 2027 performance targets. Any such payment would be made in 2028. We must remeasure this contingent consideration at fair value each reporting period and recognize changes in earnings, which could cause significant fluctuations in our results of operations. Earn-out arrangements may also lead to disputes with former PurposeMed securityholders about how performance metrics are calculated or how the business is operated during the earn-out period. They may also limit our ability to integrate or restructure PurposeMed before the earn-out period ends.

We may be required to record impairment charges for goodwill and intangible assets recognized in the PurposeMed Acquisition.

We expect to record significant goodwill and intangible assets in connection with the PurposeMed Acquisition. If PurposeMed’s business underperforms, we may be required to record impairment charges, which could materially affect our results of operations. Underperformance could result from regulatory changes, reimbursement pressure, loss of payor or pharmacy network access, or our inability to execute our integration plans.

PurposeMed was privately held, and integrating PurposeMed and the Affiliated Freddie Medical Group into our internal control over financial reporting may be difficult.

Before the PurposeMed Acquisition, PurposeMed was not subject to the Sarbanes-Oxley Act of 2002 or SEC reporting requirements. The structure of PurposeMed and the Affiliated Freddie Medical Group, including operations across multiple jurisdictions, adds complexity to our financial reporting. Bringing PurposeMed’s controls up to public company standards may require significant resources and could divert management’s time and attention, and, during integration, we may identify control deficiencies, including material weaknesses.

The issuance of our common stock as consideration in the PurposeMed Acquisition resulted in dilution, and future sales of those shares, including after the lock-up period expires, could depress our stock price.

We issued 3,851,684 shares of common stock to certain PurposeMed securityholders as part of the PurposeMed Acquisition, which diluted our existing stockholders. These shares are subject to a lock-up that expires on November 2, 2027. After the lock-up expires, all of these shares will be eligible for sale in the public market, subject to any applicable securities law restrictions. Sales of a substantial number of these shares in the public market, or the perception that such sales may occur, could depress the market price of our common stock and could cause it to drop significantly, even if our business is doing well.

Risks Related to Our Healthcare Business

We have limited experience operating a regulated healthcare business, and our expansion into healthcare subjects us to extensive new laws and regulations, increased enforcement risk, and reputational risk.

Through PurposeMed, we now provide administrative and technology services to the Affiliated Freddie Medical Group, which provides clinical services to U.S. patients directly or through third-party partners, and we own the Pharmacies, which dispense medications and bill health insurers in the United States and Canada. PurposeMed also coordinates laboratory testing. Through our Woodwork business, we also offer other health and wellness products. These activities are subject to extensive and evolving federal, state, provincial, and local regulation. Our management team has limited experience in these areas. Applicable laws include professional licensure and telehealth laws; prohibitions on the corporate practice of medicine and fee-splitting; pharmacy licensing and dispensing rules; regulation by the U.S. Food and Drug Administration (the “FDA”) of the medications we offer; fraud and abuse laws; health privacy laws; and laws governing the advertising and promotion of healthcare services and prescription drugs.

Many of these laws are complex, vary by jurisdiction, and are subject to differing interpretations. They may be adopted, expanded, or reinterpreted with little notice, and there may be laws applicable to our healthcare business that we have not identified. Regulators, payors, or courts may disagree with our interpretations. Noncompliance, or alleged noncompliance, could result in civil, criminal, or administrative penalties, including fines, injunctions, disgorgement, and imprisonment; loss of licenses or payor contracts; recoupments; exclusion from programs; additional reporting and oversight obligations; or required restructuring. Enforcement actions against the Affiliated Freddie Medical Group, the Pharmacies, or our partners could have similar effects on us. If compliance in a jurisdiction becomes overly burdensome, we may stop offering certain services there. New products or services may also subject us to additional laws and licensing requirements.

Noncompliance could also cause adverse publicity and harm our brand, which is closely tied to the trust of our users. Expanding, integrating, and maintaining our healthcare compliance programs will require significant ongoing investment, and our program may not prevent or detect all violations.

We depend on our relationship with the Affiliated Freddie Medical Group, which we do not own, to provide clinical services to U.S. patients, and our business would be harmed if that relationship were disrupted or if our arrangements with the Affiliated Freddie Medical Group were found to violate laws prohibiting the corporate practice of medicine or fee-splitting.

Many states prohibit the corporate practice of medicine. This doctrine generally prohibits business corporations from practicing medicine, employing physicians or other licensed providers, or controlling clinical decisions. Many states also prohibit licensed professionals from splitting professional fees with persons or entities that are not licensed.

As a result, we do not employ or contract with the Providers who deliver clinical services to U.S. patients. Instead, those services are provided by or through the Affiliated Freddie Medical Group, which we contract with but do not own. PurposeMed USA provides administrative and management services to the Affiliated Freddie Medical Group under a management services arrangement in exchange for a management fee at fair market value. The Affiliated Freddie Medical Group and its Providers retain sole control of clinical decision-making.

We believe these arrangements comply with applicable law and preserve the exclusive authority of the Affiliated Freddie Medical Group and its Providers over clinical decisions. However, regulators or courts may disagree. Several states have recently enacted or proposed laws that increase scrutiny of, or restrict, arrangements between management companies and professional entities. Some of these laws impose notice and approval requirements for certain transactions.

If our arrangements were found to violate applicable law, we could be required to restructure or terminate them. We, PurposeMed, the Affiliated Freddie Medical Group, and its Providers could also face fines, license discipline, or other penalties, and we could be prevented from offering services in affected jurisdictions. The risk of these penalties could discourage Providers from working with the Affiliated Freddie Medical Group, and Providers could bring claims against the Affiliated Freddie Medical Group, PurposeMed, or us. We could also be harmed if the physician owner of the Affiliated Freddie Medical Group dies, becomes disabled, loses their license, or breaches their agreements; the Affiliated Freddie Medical Group fails to meet its contractual or regulatory obligations; or we cannot enforce our contractual rights against the Affiliated Freddie Medical Group. In addition, as a New Jersey professional corporation, the Affiliated Freddie Medical Group may be unable to qualify to provide clinical services directly in certain states, and in those states it relies on contractual arrangements with third-party partners. Our business could be harmed if those partners fail to perform, terminate or decline to renew their arrangements, or are found to violate applicable law, or if we cannot establish comparable arrangements in new states.

If the Affiliated Freddie Medical Group cannot recruit and retain qualified Providers, or if telehealth laws become more restrictive, the ability of patients of the Affiliated Freddie Medical Group to access care could be impaired.

Our healthcare business depends on the Affiliated Freddie Medical Group’s ability to recruit, credential, retain, or contract with Providers. Each Provider must be licensed in the state where the patient is located. Many states restrict the independent practice of nurse practitioners and physician assistants and require physician supervision or collaboration.

Federal and state laws also govern how telehealth services may be delivered. These laws include requirements for establishing a provider-patient relationship; limits on asynchronous or audio-only care; prescribing standards; and informed consent and documentation requirements. These laws change frequently, vary by state, and are subject to political and regulatory influences, and significant changes in these laws, or in their interpretation or enforcement, could occur with little or no notice. Some states may require synchronous care, restrict remote supervision of nurse practitioners and physician assistants, or impose in-person or other requirements that increase our costs or limit our services. A shortage of qualified providers, higher compensation demands, or adverse changes in telehealth regulation could adversely affect our business.

Our pharmacy operations are subject to extensive regulation and depend on partner relationships, and the loss of, or failure to obtain, required licenses, network access, or key contracts could adversely affect our business.

Through PurposeMed, we own and operate the Pharmacies, which are subject to extensive regulation, including pharmacy licensing and permit requirements in their home jurisdictions and, for U.S. mail-order dispensing, in each state into which they ship; oversight and inspection by state boards of pharmacy and provincial pharmacy regulators; pharmacist and technician licensing, supervision, and staffing ratio requirements; rules governing repackaging, labeling, patient counseling, and prescription transfers; recordkeeping, drug pedigree, and supply chain security requirements; and federal requirements affecting mail-order dispensing, including FDA recall procedures, Federal Trade Commission rules for mail-order sellers, and the U.S. Postal Service’s authority to restrict the mailing of drugs. These requirements, some of which address prescriptions issued through telehealth, are evolving, and changes to them or to their interpretation or enforcement could increase our costs or restrict how the Pharmacies dispense and ship medications. If the Pharmacies fail to obtain or maintain required licenses, or to comply with these requirements, we could face fines, suspension or revocation of licenses, or an inability to operate in one or more jurisdictions.

A significant portion of PurposeMed’s revenue also depends on the Pharmacies and partner pharmacies maintaining access to the networks of PBMs and payors. PBMs and payors may audit pharmacy claims and recoup payments, reduce reimbursement rates or impose fees, exclude pharmacies from their networks, or impose network terms that restrict mail-order, specialty, or telehealth-linked dispensing. Certain contracts and arrangements with PBMs and other partners that are important to our business may be terminated by the counterparty at will. We may be unable to replace a terminated contract on comparable terms or at all. Any of these actions could materially reduce our revenue and margins.

The medications prescribed and dispensed through our healthcare business are subject to FDA and Health Canada regulation, and changes in that regulation, or noncompliance by us or our partners, could adversely affect our business.

The medications prescribed by Providers of the Affiliated Freddie Medical Group and dispensed by the Pharmacies and partner pharmacies, including medications used for PrEP, are regulated by the FDA under the Federal Food, Drug, and Cosmetic Act (the “FDCA”) and, in Canada, by Health Canada. Applicable requirements include premarket approval or authorization of drug products, subject to available exemptions, as well as requirements relating to adulteration and misbranding, drug supply chain security, recalls, and adverse event reporting. To the extent the Pharmacies or their suppliers compound medications, they are subject to applicable requirements under the FDCA, and the availability of exemptions from certain drug approval and other requirements depends on compliance with conditions for those exemptions. Regulatory requirements or enforcement actions affecting the medications we offer or the entities that manufacture, compound, distribute, or dispense them, or other developments impacting the availability or use of those medications, could limit or interrupt our ability to offer those medications, increase our costs, or reduce patient demand. The FDA has also announced increased enforcement against misleading direct-to-consumer drug advertising. Changes in FDA or Health Canada regulation, policy, or enforcement priorities could increase our compliance costs, restrict how we market or offer medications, and adversely affect our business, financial condition, and results of operations.

PurposeMed’s revenue depends on third-party reimbursement and on arrangements with partners that depend on certain regulations, and changes in coverage, pricing, program rules and regulations, or funding could adversely affect our results.

PurposeMed’s revenue depends substantially on reimbursement for medications and related services from third parties, including private insurers and other partners that participate in government programs, such as the federal 340B Drug Pricing Program (the “340B Program”). PurposeMed’s revenue is also concentrated in a small number of products from a limited number of suppliers. Coverage, reimbursement, and government regulations are complex and change frequently, including through litigation, legislation, regulatory action, and shifts in enforcement priorities. Our revenue could decline because of changes to preventive services coverage requirements, formulary restrictions or reimbursement cuts, generic price erosion, manufacturer restrictions, reductions in public health funding, partner eligibility or audit issues (which could also result in repayment obligations), supply disruptions, or shifts in the therapeutic landscape. Any of these developments could adversely affect our business, financial condition, and results of operations.

PurposeMed’s business is concentrated in HIV PrEP, and new PrEP medications, generic competition, or other changes in HIV prevention could reduce demand for PurposeMed’s services or the revenue it earns per patient.

Substantially all of PurposeMed’s revenue is derived from facilitating access to PrEP and related care, and a small number of PrEP medications account for most of that revenue. As a result, PurposeMed’s business is particularly exposed to changes in how PrEP is prescribed, dispensed, priced, and paid for.

The HIV prevention landscape is changing rapidly. The FDA approved a twice-yearly injectable PrEP medication in 2025, Health Canada authorized it in 2026, and other long-acting products, including once-monthly oral options, are in development. Injectable medications generally require administration in a clinical setting and may be covered under a medical benefit rather than a pharmacy benefit. Increased adoption of these products could reduce the role of telehealth prescribing and mail-order pharmacy dispensing in PrEP care, and we may be unable to adapt PurposeMed’s model to offer them on economically attractive terms, or at all. In addition, generic versions of certain PrEP medications are already available, and generic versions of other PrEP medications that account for a significant portion of PurposeMed’s revenue are expected to enter the market. Generic entry typically causes significant price erosion and lower reimbursement, which could reduce the Pharmacies’ revenue and margins and the 340B Program savings that fund our partners’ arrangements with the Affiliated Freddie Medical Group. Other developments could also reduce demand for PurposeMed’s services, including changes to clinical guidelines or to regulations that require most private health plans to cover PrEP without cost-sharing; payor formulary or utilization management decisions; manufacturer pricing, supply, or distribution decisions; and the development of an HIV vaccine or other prevention methods. Because PurposeMed’s business is concentrated in facilitating access to PrEP and related care, we may be unable to diversify PurposeMed’s revenue quickly enough to offset any of these developments, and our business, financial condition, and results of operations could suffer materially as a result.

Changes in healthcare laws, including potential healthcare reform, have created uncertainty in the healthcare industry and could adversely affect our business.

The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (the “ACA”), significantly changed how healthcare is financed by governmental and private payors in the United States. The ACA has been the subject of litigation and legislative efforts to modify or repeal it, and federal and state policymakers continue to propose changes to healthcare coverage, financing, and drug pricing. Because PurposeMed’s revenue depends substantially on third-party reimbursement, changes to the ACA, to preventive services coverage requirements, or to other laws governing health insurance and drug pricing could reduce coverage for, or reimbursement of, the services and medications PurposeMed provides. Changes to Canadian provincial drug programs could have similar effects. In addition, a significant portion of PurposeMed’s U.S. revenue depends on arrangements with community-based organizations and other healthcare providers that participate in the 340B Program, which is subject to regulatory activity, manufacturer restrictions, and legislative proposals that could, among other things, narrow which individuals qualify as 340B patients, limit the use of contract pharmacies, and replace upfront discounts with rebates. If the 340B Program is amended or restricted in a way that significantly reduces the economics of these arrangements, we may need to make significant changes to PurposeMed’s U.S. business, which could cause its U.S. revenues and margins to decline significantly. We cannot predict what reform proposals will be adopted, when they may be adopted, or how they may affect our business, financial condition, and results of operations.

If our business practices are found to violate federal, state, or provincial anti-kickback, self-referral, or false claims laws, we may incur significant penalties and reputational damage that could adversely affect our business.

In the United States, the healthcare industry is subject to extensive federal and state regulation of kickbacks, physician self-referrals, false claims, and other fraud and abuse issues. For example, the federal Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting, or receiving remuneration, directly or indirectly, to induce or reward the referral of an individual, or the furnishing, arranging for, or recommending of an item or service, reimbursable in whole or in part by a federal healthcare program. “Remuneration” is broadly interpreted to include anything of value, such as cash, gifts, discounts, and free or below-market services or supplies. The Anti-Kickback Statute is broad and prohibits many arrangements and practices that are lawful outside the healthcare industry.

The penalties for violating the Anti-Kickback Statute can be severe. A violation may be established without actual knowledge of the statute or specific intent to violate it, and may result in civil, criminal, and administrative fines and penalties, damages, imprisonment, and exclusion from federal healthcare programs. Many states have adopted similar laws, some of which apply to items and services reimbursable by any payor, including private insurers and patients paying out of pocket.

In addition, the federal physician self-referral law, commonly known as the “Stark Law,” prohibits, subject to certain exceptions, a physician from referring Medicare patients to an entity for certain “designated health services,” which include outpatient prescription drugs, if the physician or an immediate family member has a financial relationship with the entity. Penalties include refunds of amounts received for prohibited referrals, civil monetary penalties, and exclusion from federal healthcare programs. Many states have their own self-referral laws, some of which apply regardless of payor.

The federal False Claims Act prohibits, among other things, knowingly presenting, or causing to be presented, a false or fraudulent claim for payment, or knowingly making or using a false record or statement material to a false or fraudulent claim. A claim that includes items or services resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulent claim under the False Claims Act. The False Claims Act permits private whistleblowers to bring actions on behalf of the government and to share in any recovery. Violations may result in treble damages and significant per-claim penalties, and may lead to corporate integrity agreements and exclusion from federal healthcare programs. Many states have adopted similar laws.

The Pharmacies bill commercial health insurers, and the Affiliated Freddie Medical Group participates in arrangements involving other government health programs, which may implicate the Anti-Kickback Statute, the False Claims Act, and the federal civil monetary penalties law. Many state anti-kickback, patient brokering, self-referral, and insurance fraud laws apply regardless of payor, and we are also subject to comparable Canadian laws. If the Pharmacies or the Affiliated Freddie Medical Group were to begin accepting Medicare or Medicaid, or if the scope of these laws expands, our exposure under these laws, including the Stark Law, and the complexity of our compliance obligations would materially increase.

The interpretation and enforcement of these laws as applied to telehealth and digital health businesses is developing, there is limited precedent, and state-law safe harbors and exceptions are often less developed than federal ones. While we believe our practices comply with these laws, a governmental authority could disagree. Several of our current or planned practices could be challenged under these laws as improper inducements, referral payments, or waivers of patient cost-sharing, including:

•the Affiliated Freddie Medical Group’s arrangements with community-based organizations, and arrangements with partner pharmacies;

•free or discounted clinical services or initial medication supplies, copay assistance, and other financial assistance programs;

•marketing and promotion of PurposeMed through the Grindr platform;

•bundling or pairing PurposeMed care with Grindr premium subscription benefits; and

•payments among Grindr, PurposeMed, the Affiliated Freddie Medical Group, and the Pharmacies.

Payors may also assert that claims were not properly documented, were not medically necessary, or otherwise violated network or plan terms. Even an unsuccessful challenge could be costly and divert management attention. If a governmental authority alleged or determined that we are not in compliance with these laws, or if new laws or changes to existing laws limit our business practices or marketing activities, we could face fines, penalties, or damages and may need to modify or terminate certain arrangements, any of which could materially adversely affect our business, financial condition, and results of operations.

Our intercompany arrangements and cross-border structure may be challenged by regulators or tax authorities.

Our healthcare business may involve management, marketing, technology, and data-sharing arrangements among Grindr and its subsidiaries; PurposeMed, including PurposeMed Canada, PurposeMed USA, and the Pharmacies; and the Affiliated Freddie Medical Group. Regulators may scrutinize these arrangements under corporate practice, fee-splitting, anti-kickback, and privacy laws, as well as under laws that restrict the ownership and control of pharmacies and healthcare practices. Tax authorities in the United States and Canada may challenge our transfer pricing, the characterization of the fees paid by the Affiliated Freddie Medical Group to PurposeMed USA, or the allocation of income among jurisdictions. Any such challenge could require us to restructure these arrangements, pay additional taxes, interest, or penalties, or limit our ability to integrate PurposeMed with our platform.

We are subject to HIPAA and other health privacy laws, and our handling of highly sensitive health information, the volume and complexity of which has increased significantly as a result of the PurposeMed Acquisition, exposes us to heightened regulatory, litigation, and reputational risk.

PurposeMed, the Pharmacies, and Grindr are subject to HIPAA. We are also subject to:

•state laws that provide heightened confidentiality protection for HIV status, sexually transmitted infection testing, and other sensitive health information;

•state consumer privacy and health data laws, such as Washington’s My Health My Data Act, many of which include private rights of action;

•the California Confidentiality of Medical Information Act;

•the Federal Trade Commission’s Health Breach Notification Rule; and

•in Canada, the Personal Information Protection and Electronic Documents Act and provincial health information laws.

These laws restrict how we may use and disclose health information, including for marketing. They may limit our ability to share data between the Grindr platform and PurposeMed, or to use certain health data to personalize or promote our products.

These laws are rapidly evolving, are often uncertain or inconsistent, and in many cases are more restrictive than, and not preempted by, HIPAA, particularly for highly sensitive information such as HIV status and sexual health information. We expect new laws governing privacy, data protection, information security, and artificial intelligence to be proposed and enacted. PurposeMed, the Affiliated Freddie Medical Group, the Pharmacies, and Grindr have also entered into business associate agreements and other contracts that impose privacy and security obligations. In addition, some health information is transmitted to us by third parties, such as laboratories, partner pharmacies, and community partners, that may not maintain adequate privacy and security measures. As we launch new healthcare products and services, we may collect additional sensitive information, which could increase our compliance obligations and risks. Complying with these laws and obligations could require us to incur substantial costs or change our business practices, systems, and compliance procedures in ways that are adverse to our business.

Grindr users and patients of the Affiliated Freddie Medical Group are particularly sensitive to the confidentiality of their sexual health information. A data breach, an unauthorized disclosure, or a perceived misuse of health information, whether by us or by a third party, could cause significant harm to individuals. It could also result in regulatory investigations, class action litigation, significant fines, orders requiring us to change our practices, and severe and lasting harm to our brand and user trust. We also make statements in our privacy policies and notices about how we handle health information. If regulators or private litigants consider these statements untrue, or our practices inconsistent with them, we could face claims of unfair or deceptive practices and the costs of responding to investigations, defending litigation, settling claims, and complying with regulatory or court orders.

The PurposeMed Acquisition, including integrating PurposeMed’s data and systems, could exacerbate the data privacy and data security risks we already face and expose us to regulatory investigations, litigation, and reputational harm.

The PurposeMed Acquisition significantly increases the volume, sensitivity, and complexity of the data we hold, which could exacerbate the data privacy, data security, and data governance risks we already face. See “Risk Factors—Risks Related to Our Brand, Products and Services, and Operations—Concerns relating to our products and services and the use of user information could negatively impact our user base or user engagement, which could have a material and adverse effect on our business, financial condition, and results of operations,” “Risk Factors—Risks Related to Information Technology Systems, Artificial Intelligence, and Intellectual Property—Security breaches, unauthorized access to or disclosure of our data or user data, other hacking and phishing attacks affecting our information technology systems or those of third parties with whom we work, or other data security incidents could compromise sensitive information related to our business or users processed by us or on our behalf and expose us to liability, which could harm our reputation, disrupt the availability of our systems and services, generate negative publicity, and materially and adversely affect our business,” “—Our success depends, in part, on the confidentiality, integrity, and availability of third-party systems and infrastructures, and any security incidents, including undetected errors or vulnerabilities, security breaches, or unauthorized access, could materially and adversely affect our business,” and “Risk Factors—Risks Related to Regulation and Litigation—We and the third parties with whom we work are subject to varying and rapidly evolving regulatory frameworks on data privacy and data protection, and our (or the third parties with whom we work) actual or perceived failure to comply with such new or evolving regulations has in the past harmed our business and could continue to result in claims, changes to our business practices, damages or monetary penalties, increased cost of operations, or declines in user growth or engagement, any of which could materially harm our business” in the 2025 Form 10-K, and “Risk Factors—We are subject to laws within and outside of the United States that impose strict requirements for processing personal data and significant penalties for non-compliance. Our actual or perceived failure to comply with such laws has in the past harmed our business, and could continue to harm our business in the future” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Integrating PurposeMed’s and our existing business and systems is complex, and we may experience security incidents, data leaks, or unauthorized access to health information; use or disclose health information in ways not permitted by applicable law, our contracts, or our privacy notices; fail to detect, contain, or timely report security incidents; or fail to respond accurately to individual rights requests or regulatory inquiries. The risk that these issues result in regulatory investigations, class action or mass arbitration claims, and significant reputational harm is heightened following the PurposeMed Acquisition. Remediation could require significant investment and delay our integration plans. Any of these events could result in significant liability, harm our reputation and the trust of our users and patients, and materially adversely affect our business, financial condition, and results of operations.

We, the Affiliated Freddie Medical Group, and the Pharmacies may be subject to medical malpractice, professional liability, and product liability claims, and our insurance coverage is limited and may not be sufficient or available on acceptable terms.

Providers of the Affiliated Freddie Medical Group diagnose, prescribe, and monitor patients, including through at-home laboratory testing. The Pharmacies dispense prescription medications. These activities expose the Affiliated Freddie Medical Group, its Providers, the Pharmacies, and potentially us and PurposeMed to claims involving medical malpractice, dispensing errors, failure to diagnose, and adverse drug reactions. Plaintiffs may also seek to hold us or PurposeMed liable for the acts of the Affiliated Freddie Medical Group or its Providers, even though neither we nor PurposeMed control their clinical decisions. Our insurance coverage is limited. It may not cover all claims and may carry limits that are too low to cover a judgment or settlement. Medical malpractice and professional liability insurance is expensive, and premiums may increase significantly as we expand the scope of our healthcare services and the number of patients served, so we may be unable to obtain insurance on acceptable terms or at all. We have in the past experienced, and may in the future experience, issues obtaining cyber insurance that provides third-party reimbursement or obtaining such insurance on favorable terms.

Our Canadian operations subject us to additional regulatory, operational, and currency risks.

A substantial portion of PurposeMed’s revenue is generated in Canada, including from certain Pharmacies within the PurposeMed business. Canadian healthcare is regulated mainly at the provincial level, and requirements vary by province. They include rules of provincial colleges of physicians and surgeons and colleges of pharmacists, provincial drug program and billing rules, and provincial privacy laws. Certain provinces restrict who may own or control a pharmacy. Our ability to own, control, and integrate the Pharmacies depends on our compliance with these requirements, which may change.

Canada restricts direct-to-consumer advertising of prescription drugs more than the United States does, which may limit how we promote PurposeMed to Canadian users. In addition, PurposeMed’s Canadian revenue and expenses are denominated in Canadian dollars, so fluctuations in exchange rates will affect our reported results.

Marketing healthcare services through our platform may subject us to additional regulatory scrutiny and could harm our brand.

We intend to promote the Freddie brand and PurposeMed’s services to our users through the Grindr app. The marketing of telehealth services, prescription medications, and pharmacy services is overseen by the FDA, the Federal Trade Commission, state attorneys general, state medical and pharmacy boards, and Canadian regulators. Regulators have increased their scrutiny of telehealth advertising, including claims about safety, efficacy, cost, and comparisons to branded drugs. If our marketing is found to be false, misleading, or noncompliant, we could face enforcement actions, fines, or required changes to our marketing practices.

Users, regulators, advocacy groups, or the public may also view the integration of health services into a social and dating platform negatively. Demand for PurposeMed’s services could also decline because of changes in public health policy, cuts in government funding for HIV prevention programs and our community partners, or new laws affecting healthcare.