Grindr Inc. (GRND)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. In addition to the unaudited condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs and expectations that involve risks and uncertainties. Our actual results and the timing of events could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed below, elsewhere in this Quarterly Report on Form 10-Q, particularly in “Special Note Regarding Forward-Looking Statements,” and under “Risk Factors,” set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and any updates thereto set forth in Quarterly Reports on Form 10-Q filed thereafter.

Overview

Grindr Inc.’s (“Grindr”, “we”, “us”, “our” or the “Company”) mission is to build the Global Gayborhood in Your Pocket™, and, through our success, to make a world where the lives of our global LGBTQ community are free, equal, and just. We manage and operate the Grindr platform, a global social networking platform primarily serving and addressing the needs of gay, bisexual, and sexually explorative adults around the world. We had 1.4 million Average Paying Users for the three and six months ended June 30, 2026, as compared to 1.2 million Average Paying Users for the three and six months ended June 30, 2025. Through gayborhood expansion initiatives, we are developing new products for users to engage with through the Grindr platform, which include new partnership-based digital versions of services typically found in physical gayborhoods. Our social impact division, Grindr for Equality, advances human rights, health, and safety for millions of lesbian, gay, bisexual, transgender, and queer (“LGBTQ”) people in partnership with organizations in every region of the world.

The Grindr mobile application is free to download and provides certain services and features to Grindr’s users at no cost. We also offer a variety of additional controls and features for users who enroll in our paid subscriptions and add-on products. A substantial portion of our revenue is from app-based revenue representing 82.0% and 83.4% of total revenue for the three months ended June 30, 2026, and 2025, respectively, and 82.0% and 84.3% of total revenue for the six months ended June 30, 2026, and 2025, respectively. App-based revenue is derived from users in the form of subscription fees, providing our users access to a variety of features for the period of their subscription. Our current subscription offerings are Grindr XTRA and Grindr Unlimited. We utilize a freemium model to drive increased user acquisition, subscriber conversions, and monetization on the Grindr platform. We also offer consumables on a pay-per-use, or a-la-carte, basis. Leveraging strong brand awareness and our significant user network stemming from our first mover advantage in the gay, bisexual, transgender, and queer (“GBTQ”) social networking industry, our historical growth in number of users has been driven primarily by word-of-mouth referrals and other organic means.

In addition to our revenue generated from subscription fees and consumable purchases, we also generate advertising revenue representing 18.0% and 16.6% of total revenue for the three months ended June 30, 2026, and 2025, respectively, and 18.0% and 15.7% of total revenue for the six months ended June 30, 2026, and 2025, respectively. Advertising revenue includes both first-party and third-party advertising. We provide advertisers with the opportunity to directly reach the GBTQ community, a group with significant global purchasing power and economic potential. We have attracted advertisers from a diverse array of industries, including healthcare, entertainment, gaming, travel, and consumer goods. We offer our partners a diverse range of advertising opportunities to advertisers, including in-app banners, full-screen interstitials, and other customized units, typically sold on a cost per mille (“CPM”) basis. Additionally, we contract with a variety of third-party advertising platforms to market and sell digital advertising inventory available on the Grindr platform. We will continue to evaluate opportunities to increase advertising inventory by both enhancing and differentiating our advertising offerings in addition to scaling our advertising volume.

We generated $138.1 million and $104.2 million of revenue for the three months ended June 30, 2026, and 2025, respectively, and we generated $268.1 million and $198.2 million of revenue for the six months ended June 30, 2026, and 2025, respectively, representing a period-over-period growth of 32.5% and 35.3% as compared to the three-month and six-month periods in 2025, respectively.

We had 1.4 million and 1.2 million Average Paying Users, for the three and six months ended June 30, 2026, and 2025, respectively, representing a period-over-period growth of 16.1% and 17.2% as compared to the three-month and six-month periods in 2025, respectively.

While we have users in over 190 countries and territories, we intend to grow our user base and revenues by continuing to introduce new and innovative products and services to all of our users across the globe.

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Redemption of Warrants and Related Warrant Exercises

On January 23, 2025, we provided notice that we would redeem all of our outstanding warrants, which consisted of (i) 18,560,000 private placement warrants; (ii) 13,799,825 public warrants; (iii) 2,500,000 forward purchase warrants; and (iv) 2,500,000 backstop warrants, on February 24, 2025. After we announced the redemption of the warrants and before the conclusion of the redemption notice period on February 24, 2025, an aggregate of 27,315,105 warrants were exercised for an aggregate of 27,315,105 shares of our common stock at an exercise price of $11.50 per share, for aggregate cash proceeds to us of $314.1 million. In addition, 9,469,634 warrants were exercised on a cashless basis in exchange for the issuance of 3,418,518 shares of our common stock. At the conclusion of the redemption notice period on February 24, 2025, we redeemed the remaining 575,086 warrants issued and outstanding at a price of $0.10 per warrant for aggregate cash payment of $0.1 million. The public warrants were delisted from the New York Stock Exchange on February 24, 2025.

Certain Labor Matters

In July 2023, the Communications Workers of America AFL-CIO (“CWA”) filed an election petition with the National Labor Relations Board (“NLRB”) seeking to hold a representation election for certain classifications of our employees. CWA subsequently filed several unfair labor practice charges against us with the NLRB, including a request for injunctive relief under Sec. 10(j) of the National Labor Relations Act. Regarding the election petition, the NLRB conducted a secret mail-ballot election and held partial vote counts in November and December 2023. As of the date of filing of this Quarterly Report, the NLRB has not completed tallying all the votes from the election as there are numerous outstanding challenged ballots. In addition, on November 1, 2024, the local regional office of NLRB issued a complaint on the unfair labor practice charges. A hearing commenced in May 2025 and concluded in May 2026. The 2024 complaint and hearing that concluded in May 2026 are the first steps in the administrative process and the complaint is not a finding of any wrongdoing, nor is it a decision or ruling of the NLRB.

Consolidated Results for the Three Months Ended June 30, 2026 and 2025

For the three months ended June 30, 2026, and 2025, we generated:

•Revenue of $138.1 million and $104.2 million, respectively. The increase for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was $33.9 million, or 32.5%.

•Net income of $17.7 million and $16.6 million, respectively. The increase for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was $1.1 million, or 6.6%. This resulted in a net income margin of 12.8% and 16.0%, respectively.

•Adjusted EBITDA of $57.6 million and $45.2 million, respectively. The increase for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was $12.4 million, or 27.4%. This resulted in an Adjusted EBITDA margin of 41.7% and 43.4%, respectively. See “Non-GAAP Financial Measures—Adjusted EBITDA” below for more details on the calculations and reconciliations.

Consolidated Results for Six Months Ended June 30, 2026 and 2025

For the six months ended June 30, 2026 and 2025, we generated:

•Revenue of $268.1 million and $198.2 million, respectively. The increase for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was $69.9 million, or 35.3%.

•Net income of $44.5 million and $43.7 million, respectively. The increase for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was $0.8 million, or 1.8%. This resulted in a net income margin of 16.6% and 22.0%, respectively.

•Adjusted EBITDA of $116.1 million and $85.9 million, respectively. The increase for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was $30.2 million, or 35.2%. This resulted in an Adjusted EBITDA margin of 43.3% and 43.3%, respectively. See “Non-GAAP Financial Measures—Adjusted EBITDA” below for more details on the calculations and reconciliations.

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Operating and Financial Metrics

(1)See “Non-GAAP Financial Measures” below for additional information and reconciliations of non-GAAP financial measures to the most comparable GAAP financial measures.

•Average Paying Users. A Paying User is a user that has purchased or renewed a Grindr subscription and/or purchased a consumable on the Grindr platform. We calculate Average Paying Users by adding up the number of Paying Users in each day and then dividing that number by

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report. In addition to the audited consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs and expectations that involve risks and uncertainties. Our actual results and the timing of events could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report, particularly in Part I, Item 1A. “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Overview

Grindr Inc.’s (“Grindr”, “we”, “us”, “our” or the “Company”) mission is to build the Global Gayborhood in Your Pocket™, and, through our success, to make a world where the lives of our global LGBTQ community are free, equal, and just. We manage and operate the Grindr platform, a global social networking platform primarily serving and addressing the needs of gay, bisexual, and sexually explorative adults around the world. We had 15.0 million, 14.2 million, and 13.3 million Average MAUs for the years ended December 31, 2025, 2024, and 2023, respectively. Additionally, we had 1.3 million, 1.1 million, and 0.9 million Average Paying Users for the years ended December 31, 2025, 2024, and 2023, respectively. Through gayborhood expansion initiatives, we are developing new products and services for users to engage with through the Grindr platform, which include new partnership-based digital versions of services typically found in physical gayborhoods. Our social impact division, Grindr for Equality, advances human rights, health, and safety for millions of lesbian, gay, bisexual, transgender, and queer (“LGBTQ”) people in partnership with organizations in every region of the world.

The Grindr mobile application is free to download and provides certain services and features to Grindr’s users at no cost. We also offer a variety of additional controls and features for users who enroll in our paid subscriptions and add-on products. A substantial portion of our revenue is from direct revenue, representing 83.3%, 84.4%, and 86.8% of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively. Direct revenue is derived from users in the form of subscription fees, providing our users access to a variety of features for the period of their subscription. Our current subscription offerings are Grindr XTRA and Grindr Unlimited. We utilize a freemium model to drive increased user acquisition, subscriber conversions, and monetization on the Grindr platform. We also offer premium add-ons on a pay-per-use, or a-la-carte, basis. Leveraging strong brand awareness and our significant user network stemming from our first mover advantage in the gay, bisexual, transgender, and queer (“GBTQ”) social networking industry, our historical growth in number of users has been driven primarily by word-of-mouth referrals and other organic means.

In addition to our revenue generated from subscription fees and premium add-ons, we also generate indirect revenue, representing 16.7%, 15.6%, and 13.2% of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively. Indirect revenue includes both first-party and third-party advertising. We provide advertisers with the opportunity to directly reach the GBTQ community, a group with significant global purchasing power and economic potential. We have attracted advertisers from a diverse array of industries, including healthcare, entertainment, gaming, travel, and consumer goods. We offer our partners a diverse range of advertising opportunities to advertisers, including in-app banners, full-screen interstitials, and other customized units, typically sold on a cost per mille (“CPM”) basis. Additionally, we contract with a variety of third-party advertising platforms to market and sell digital advertising inventory available on the Grindr platform. We will continue to evaluate opportunities to increase advertising inventory by both enhancing and differentiating our advertising offerings in addition to scaling our advertising volume.

We generated $439.9 million, $344.6 million, and $259.7 million of revenue, for the years ended December 31, 2025, 2024, and 2023, respectively, representing a year-over-year increase of 27.6% in 2025 compared to 2024, and year-over-year increase of 32.7% in 2024 compared to 2023.

We had 1.3 million, 1.1 million, and 0.9 million Average Paying Users, for the years ended December 31, 2025, 2024, and 2023, respectively, representing a year-over-year increase of 16.9% in 2025 compared to 2024, and year-over-year increase of 14.8% in 2024 compared to 2023.

While we have users in over 190 countries and territories, we intend to grow our user base and revenues by continuing to introduce new and innovative products and services to all of our users across the globe.

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Redemption of Warrants and Related Warrant Exercises

On January 23, 2025, we provided notice that we would redeem all of our outstanding warrants, which consisted of (i) 18,560,000 private placement warrants; (ii) 13,799,825 public warrants; (iii) 2,500,000 forward purchase warrants; and (iv) 2,500,000 backstop warrants, on February 24, 2025. After we announced the redemption of the warrants and before the conclusion of the redemption notice period on February 24, 2025, an aggregate of 27,315,105 warrants were exercised for an aggregate of 27,315,105 shares of our common stock at an exercise price of $11.50 per share, for aggregate cash proceeds to us of $314.1 million. In addition, 9,469,634 warrants were exercised on a cashless basis in exchange for the issuance of 3,418,518 shares of our common stock. At the conclusion of the redemption notice period on February 24, 2025, we redeemed the remaining 575,086 warrants issued and outstanding at a price of $0.10 per warrant for aggregate cash payment of $0.1 million. The public warrants were delisted from the New York Stock Exchange on February 24, 2025.

Certain Labor Matters

In July 2023, the Communications Workers of America AFL-CIO (“CWA”) filed an election petition with the National Labor Relations Board (“NLRB”) seeking to hold a representation election for certain classifications of our employees. CWA subsequently filed several unfair labor practice charges against us with the NLRB, including a request for injunctive relief under Sec. 10(j) of the National Labor Relations Act. Regarding the election petition, the NLRB conducted a secret mail-ballot election and held partial vote counts in November and December 2023. As of the date of filing of this Annual Report, the NLRB has not completed tallying all the votes from the election as there are numerous outstanding challenged ballots. In addition, on November 1, 2024, the local regional office of NLRB issued a complaint on the unfair labor practice charges. A hearing commenced in May 2025 and is expected to continue through at least April 2026. This complaint is the first step in the administrative process and is not a finding of any wrongdoing, nor is it a decision or ruling of the NLRB.

Consolidated Results for the Years Ended December 31, 2025, 2024, and 2023

For the years ended December 31, 2025, 2024, and 2023, we generated:

•Revenue of $439.9 million, $344.6 million, and $259.7 million, respectively, representing a year-over-year increase of $95.3 million, or 27.6%, in 2025 compared to 2024, and year-over-year increase of $84.9 million, or 32.7%, in 2024 compared to 2023.

•Net income of $94.8 million, net loss of $131.0 million, and net loss of $55.8, respectively. This resulted in a net income (loss) margin of 21.5%, (38.0)%, and (21.5)%, respectively.

•Adjusted EBITDA of $195.6 million, $147.3 million, and $110.2 million, respectively, representing a year-over-year increase of $48.3 million, or 32.8%, in 2025 compared to 2024, and year-over-year increase of $37.1 million, or 33.7%, in 2024 compared to 2023. See “Management’s Discussion and Analysis of Financial Condition and Result of Operations—Non-GAAP Financial Measures—Adjusted EBITDA” for more details on the calculations and reconciliations.

Operating and Financial Metrics

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(1)See “Non-GAAP Financial Measures” below for additional information and reconciliations of non-GAAP financial measures to the most comparable GAAP financial measures.

•Average Paying Users. A Paying User is a user that has purchased or renewed a Grindr subscription and/or purchased a premium add-on on the Grindr platform. We calculate Average Paying Users by adding up the number of Paying Users in each day and then dividing that number by the number of days in the relevant measurement period. A Paying User who is both a subscriber and an add-on purchaser on the same day will be counted as one Paying User. Duplicate Paying Users may exist if the same individual holds more than one Grindr subscription during the same period. We are focused on building new products and improving on existing ones to drive payer conversion. We believe Average Paying Users is a useful metric for assessing the health of our business.

•Average MAUs. A Monthly Active User (“MAU”) is a unique device that demonstrates activity on the Grindr platform during any given calendar month. Activity on the platform is defined as opening the app, sending or receiving a chat, or viewing another person’s profile. We exclude devices with linked profiles banned for spam. We calculate Average MAUs as a monthly average, by counting the total number of MAUs in each calendar month and then dividing by the number of months in the relevant period. We use Average MAUs to measure the number of active users on our platform on a monthly basis. We believe Average MAUs is a useful metric for assessing the health of our business and our growth in users.

•Average Paying User Penetration. We calculate Average Paying User Penetration by dividing Average Paying Users by our Average MAUs for any measurement period. We believe Average Paying User Pene

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