Match Group, Inc. (MTCH)

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

Operations

During the quarter ended June 30, 2026, we reorganized our brands into three operating

segments. 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.

Key Terms:

Operating and financial metrics:

•Tinder consists of the world-wide activity of the brand Tinder®.

•Hinge consists of the world-wide activity of the brand Hinge®.

•Everyone Everywhere (“E&E”) consists of the world-wide activity of the brands Match®,

Meetic®, OkCupid®, Plenty Of Fish®, Pairs™, Azar®, BLK®, Chispa™, The League®, Upward®,

Salams®, HER™, and other smaller brands.

•Corporate and unallocated costs includes 1) corporate expenses (such as executive

management, investor relations, corporate development, board of directors, 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).

•Direct Revenue is revenue that is received directly from end users of our services and

includes both subscription and à la carte revenue.

•Indirect Revenue is revenue that is not received directly from an end user of our services,

substantially all of which is advertising revenue.

•Payers are unique users at a brand level in a given month from whom we earned Direct

Revenue. When presented as a quarter-to-date or year-to-date value, Payers represents the

average of the monthly values for the respective period presented. At a consolidated level and

a business unit level to the extent a business unit consists of multiple brands, duplicate Payers

may exist when we earn revenue from the same individual at multiple brands in a given month,

as we are unable to identify unique individuals across brands in the Match Group portfolio.

•Revenue Per Payer (“RPP”) is the average monthly revenue earned from a Payer and is

Direct Revenue for a period divided by the Payers in the period, further divided by the number

of months in the period.

Operating costs and expenses:

•Cost of revenue consists primarily of the amortization of in-app purchase fees, Variable

Expenses (defined below), and employee compensation expense and stock-based

compensation expense for personnel engaged in data center and customer care functions.

•Selling and marketing expense consists primarily of cost of acquisition expense and

employee compensation expense and stock-based compensation expense for personnel

engaged in selling and marketing, sales support, and public relations functions.

•General and administrative expense consists primarily of employee compensation expense

and stock-based compensation expense for personnel engaged in executive management,

finance, legal, tax, and human resources, fees for professional services (including transaction-

related costs for acquisitions), and facilities costs.

•Product development expense consists primarily of employee compensation expense and

stock-based compensation expense that are not capitalized for personnel engaged in the

design, development, testing, and enhancement of our services and related technology.

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•In-app purchase fees consists of the amortization of in-app purchase fees, which are monies

paid to Apple and Google in connection with the processing of in-app purchases of

subscriptions and service features through the in-app payment systems provided by Apple and

Google. Additionally, fees paid to Apple and Google for transactions not processed through

their in-app payment systems are included within in-app purchase fees.

•Variable Expenses consists primarily of hosting fees, credit card processing fees, and rent,

energy, and bandwidth costs associated with data centers.

•Cost of acquisition consists primarily of advertising expenditures, including online marketing

(fees paid to search engines and social media sites), offline marketing, including television and

print advertising, and production of advertising content.

•Employee compensation expense consists primarily of compensation expense (excluding

stock-based compensation expense) and other employee-related costs that are not

capitalized.

•Stock-based compensation expense consists principally of expense associated with awards

of restricted stock units (“RSUs”), performance-based RSUs, and market-based awards that is

not capitalized. These expenses are not paid in cash.

Long-term debt:

•Credit Facility - The revolving credit facility under the credit agreement of MG Holdings II. As

of June 30, 2026 and December 31, 2025, there was $0.6 million outstanding in letters of

credit and $499.4 million of availability under the Credit Facility.

•5.00% Senior Notes - MG Holdings II’s 5.00% Senior Notes due December 15, 2027, with

interest payable each June 15 and December 15, which were issued on December 4, 2017. As

of June 30, 2026, $450 million aggregate principal amount was outstanding.

•4.625% Senior Notes - MG Holdings II’s 4.625% Senior Notes due June 1, 2028, with interest

payable each June 1 and December 1, which were issued on May 19, 2020. As of June 30,

2026, $500 million aggregate principal amount was outstanding.

•5.625% Senior Notes - MG Holdings II’s 5.625% Senior Notes due February 15, 2029, with

interest payable each February 15 and August 15, which were issued on February 15, 2019.

As of June 30, 2026, $350 million aggregate principal amount was outstanding.

•4.125% Senior Notes - MG Holdings II’s 4.125% Senior Notes due August 1, 2030, with

interest payable each February 1 and August 1, which were issued on February 11, 2020. As

of June 30, 2026, $500 million aggregate principal amount was outstanding.

•3.625% Senior Notes - MG Holdings II’s 3.625% Senior Notes due October 1, 2031, with

interest payable each April 1 and October 1, which were issued on October 4, 2021. As of

June 30, 2026, $500 million aggregate principal amount was outstanding.

•6.125% Senior Notes - MG Holdings II’s 6.125% Senior Notes due September 15, 2033, with

interest payable each March 15 and September 15, which were issued on August 20, 2025.

The proceeds from the issuance of these notes were used to repay all of the outstanding 2026

Exchangeable Notes at their maturity or earlier, and the remaining proceeds were used for

general corporate purposes. As of June 30, 2026, $700 million aggregate principal amount

was outstanding.

•2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes which were repaid at

maturity on June 15, 2026.

•2030 Exchangeable Notes - The 2.00% Exchangeable Senior Notes due January 15, 2030

issued by Match Group FinanceCo 3, Inc., a subsidiary of the Company, which are

exchangeable into shares of the Company's common stock. Interest is payable each January

15 and July 15. As of June 30, 2026, $575 million aggregate principal amount was

outstanding.

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Non-GAAP financial measure:

•Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted

EBITDA”) - is a Non-GAAP financial measure. See “Non-GAAP Financial Measures” below for

the definition of Adjusted EBITDA and a reconciliation of net income attributable to Match

Group, Inc. to Adjusted EBITDA.

Management Overview

Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies

designed to help people make meaningful connections. Our global portfolio of brands includes Tinder®,

Hinge®, Match®, Meetic®, OkCupid®, Pairs™, Plenty Of Fish®, Azar®, BLK®, and more, each built to

increase our users’ likelihood of connecting with others. Through our trusted brands, we provide tailored

services to meet the varying preferences of our users.

We manage our portfolio of brands in three business units: 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.

For a more detailed description of the Company’s operating businesses, see “Item 1. Business” of

the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Azar Business Update

On February 22, 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 on April 6, 2026.

The app updates necessitated by the new guidelines and the temporary removal from the app store

resulted in lower Direct Revenue for the three and six months ended June 30, 2026.

During the quarter ended March 31, 2026, we also updated the business forecast associated with

the Azar app, which resulted in an impairment of $25.2 million to the indefinite-lived asset associated

with the Azar trade name.

Additional Information

Investors and others should note that we announce material financial and operational information

to our investors using our investor relations website at https://ir.mtch.com, our newsroom website at

https://mtch.com/news, Tinder’s newsroom website at www.tinderpressroom.com, Hinge’s newsroom

website at https://hinge.co/press, Securities and Exchange Commission (“SEC”) filings, press releases,

and public conference calls. We use these channels as well as social media to communicate with our

users and the public about our company, our services, and other issues. It is possible that the

information we post on social media could be deemed to be material information. Accordingly, investors,

the media, and others interested in our company should monitor the websites listed above and the

social media channels listed on our investor relations website in addition to following our SEC filings,

press releases, and public conference calls. Neither the information on our website, nor the information

on the website of any Match Group business, is incorporated by reference into this report, or into any

other filings with, or into any other information furnished or submitted to, the SEC.

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Results of Operations for the three and six months ended June 30, 2026 compared to the three

and six months ended June 30, 2025

Revenue

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

Updated Financial Metrics

We have updated the title of our primary non-GAAP measure to “Adjusted EBITDA” from our previous title

“Adjusted Operating Income.” We believe this updated title better aligns with our peers. Numerically, Adjusted

EBITDA is the same as Adjusted Operating Income; however, the starting point of the reconciliation to the most

comparable GAAP financial measure has changed from operating income to net income. See “Non-GAAP

Financial Measures” below for the full definition of Adjusted EBITDA and a reconciliation of net income

attributable to Match Group, Inc. shareholders to Adjusted EBITDA.

Key Terms:

Operating and financial metrics:

•Tinder consists of the world-wide activity of the brand Tinder®.

•Hinge consists of the world-wide activity of the brand Hinge®.

•Evergreen & Emerging (“E&E”) consists of the world-wide activity of our Evergreen brands, including

Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands, and

our Emerging brands, including BLK®, Chispa™, The League®, Archer®, Upward®, Yuzu™, Salams®,

HER™, and other smaller brands.

•Match Group Asia (“MG Asia”) consists of the world-wide activity of the brands Pairs™ and Azar®.

•Corporate and unallocated costs includes 1) corporate expenses (such as executive management,

investor relations, corporate development, board of directors, 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).

•Direct Revenue is revenue that is received directly from end users of our services and includes both

subscription and à la carte revenue.

•Indirect Revenue is revenue that is not received directly from an end user of our services, substantially

all of which is advertising revenue.

•Payers are unique users at a brand level in a given month from whom we earned Direct Revenue.

When presented as a quarter-to-date or year-to-date value, Payers represents the average of the

monthly values for the respective period presented. At a consolidated level, and a business unit level

to the extent a business unit consists of multiple brands, duplicate Payers may exist when we earn

revenue from the same individual at multiple brands in a given month, as we are unable to identify

unique individuals across brands in the Match Group portfolio.

•Revenue Per Payer (“RPP”) is the average monthly revenue earned from a Payer and is Direct Revenue

for a period divided by the Payers in the period, further divided by the number of months in the

period.

Operating costs and expenses:

•Cost of revenue consists primarily of the amortization of in-app purchase fees, Variable Expenses

(defined below), and employee compensation expense and stock-based compensation expense for

personnel engaged in data center and customer care functions.

•Selling and marketing expense consists primarily of cost of acquisition expense, employee

compensation expense, and stock-based compensation expense for personnel engaged in selling and

marketing, sales support, and public relations functions.

•General and administrative expense consists primarily of employee compensation expense and stock-

based compensation expense for personnel engaged in executive management, finance, legal, tax, and

human resources, fees for professional services (including transaction-related costs for acquisitions),

and facilities costs.

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•Product development expense consists primarily of employee compensation expense and stock-based

compensation expense that are not capitalized for personnel engaged in the design, development,

testing, and enhancement of product offerings and related technology.

•In-app purchase fees consists of the amortization of in-app purchase fees, which are monies paid to

Apple and Google in connection with the processing of in-app purchases of subscriptions and service

features through the in-app payment systems provided by Apple and Google. Additionally, fees paid to

Apple and Google for transactions not processed through their in-app payment systems are included

within in-app purchase fees.

•Variable Expenses consists primarily of hosting fees, credit card processing fees, and rent, energy, and

bandwidth costs associated with data centers.

•Cost of acquisition consists primarily of advertising expenditures, including online marketing (fees paid

to search engines and social media sites), offline marketing, including television and print advertising,

and production of advertising content.

•Employee compensation expense consists primarily of compensation expense (excluding stock-based

compensation expense) and other employee-related costs that are not capitalized.

•Stock-based compensation expense consists principally of expense associated with awards of

restricted stock units (“RSUs”), performance-based RSUs, and market-based awards that is not

capitalized. These expenses are not paid in cash.

Long-term debt:

•Credit Facility - The revolving credit facility under the credit agreement of MG Holdings II. At

December 31, 2025, there was $0.6 million outstanding in letters of credit and $499.4 million of

availability under the Credit Facility.

•Term Loan - The former term loan facility under the credit agreement of MG Holdings II. At

December 31, 2024, the Term Loan bore interest at a term secured overnight financing rate plus an

applicable adjustment (“Adjusted Term SOFR”) plus 1.75% and the then applicable rate was 6.22%. On

January 21, 2025, we repaid the Term Loan in full utilizing cash on hand.

•5.00% Senior Notes - MG Holdings II’s 5.00% Senior Notes due December 15, 2027, with interest

payable each June 15 and December 15, which were issued on December 4, 2017. At December 31,

2025, $450 million aggregate principal amount was outstanding.

•4.625% Senior Notes - MG Holdings II’s 4.625% Senior Notes due June 1, 2028, with interest payable

each June 1 and December 1, which were issued on May 19, 2020. At December 31, 2025, $500 million

aggregate principal amount was outstanding.

•5.625% Senior Notes - MG Holdings II’s 5.625% Senior Notes due February 15, 2029, with interest

payable each February 15 and August 15, which were issued on February 15, 2019. At December 31,

2025, $350 million aggregate principal amount was outstanding.

•4.125% Senior Notes - MG Holdings II’s 4.125% Senior Notes due August 1, 2030, with interest payable

each February 1 and August 1, which were issued on February 11, 2020. At December 31, 2025, $500

million aggregate principal amount was outstanding.

•3.625% Senior Notes - MG Holdings II’s 3.625% Senior Notes due October 1, 2031, with interest

payable each April 1 and October 1, which were issued on October 4, 2021. At December 31, 2025,

$500 million aggregate principal amount was outstanding.

•6.125% Senior Notes - MG Holdings II’s 6.125% Senior Notes due September 15, 2033, with interest

payable each March 15 and September 15, commencing on March 15, 2026, which were issued on

August 20, 2025. The proceeds from the issuance of these notes will be used to repay all of the

outstanding 2026 Exchangeable Notes at or prior to their maturity, and the remaining proceeds will be

used for general corporate purposes. As of December 31, 2025, $700 million aggregate principal

amount was outstanding.

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•2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes due June 15, 2026 issued by Match

Group FinanceCo 2, Inc., a subsidiary of the Company, which are exchangeable into shares of the

Company's common stock. Interest is payable each June 15 and December 15. On September 8 and

November 13, 2025, we repurchased $76.4 million and $74.8 million of 2026 Exchangeable Notes,

respectively. At December 31, 2025, $424 million aggregate principal amount was outstanding and is

presented as a current liability.

•2030 Exchangeable Notes - The 2.00% Exchangeable Senior Notes due January 15, 2030 issued by

Match Group FinanceCo 3, Inc., a subsidiary of the Company, which are exchangeable into shares of

the Company's common stock. Interest is payable each January 15 and July 15. At December 31, 2025,

$575 million aggregate principal amount was outstanding.

Non-GAAP financial measure:

•Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) - is a

Non-GAAP financial measure. See “Non-GAAP Financial Measures” below for the definition of Adjusted

EBITDA and a reconciliation of net income attributable to Match Group, Inc. to Adjusted EBITDA.

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MANAGEMENT OVERVIEW

Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to

help people make meaningful connections. Our global portfolio of brands includes Tinder®, Hinge®, Match®,

Meetic®, OkCupid®, Pairs™, Plenty Of Fish®, Azar®, BLK®, and more, each built to increase our users’ likelihood of

connecting with others. Through our trusted brands, we provide tailored services to meet the varying

preferences of our users.

We manage our portfolio of brands in four business units: Tinder, Hinge, Evergreen and Emerging, and

Match Group Asia.

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.

Sources of Revenue

All of our services provide the use of certain features for free as well as a variety of additional features

through a subscription or, for certain features, on a pay-per-use, or à la carte, basis. Our revenue is primarily

derived directly from users in the form of recurring subscription fees and à la carte purchases.

Subscription revenue is presented net of credits and credit card chargebacks. Payers who purchase

subscriptions or à la carte features pay in advance, primarily by using a credit card or through mobile app stores,

and, subject to certain conditions identified in our terms and conditions, all purchases are final and

nonrefundable. Fees collected, or contractually due, in advance for subscriptions are deferred and recognized as

revenue using the straight-line method over the term of the applicable subscription period, which primarily

ranges from one week to six months, and corresponding in-app purchase fees incurred on such transactions, if

any, are deferred and expensed over the same period. Revenue from the purchase of à la carte features is

recognized based on usage. We also earn revenue from online advertising, which is recognized each time an ad

is displayed.

Trends affecting our business

Each brand in our portfolio has the goal of using technology to help people make meaningful connections.

While the goal is the same for each brand, the means to achieve that goal can be differentiated by how a specific

brand targets their primary user demographic. With users of our apps often utilizing multiple apps, our brands

can often have overlapping target users. The overall trends affecting all brands within our portfolio, include the

following:

In-App Purchase Fees. Purchases made by our users through mobile applications, as opposed to desktop or

mobile web, continue to increase, and are generally processed through the in-app payment systems provided by

Apple and Google, notwithstanding the availability of alternative payment options in certain circumstances.

Where users make in-app purchases using Apple’s or Google’s payment systems, we are required to pay Apple

and Google, as applicable, a meaningful share (for subscribers, generally up to 30% on iOS and 15% on Android)

of the revenue we receive from these t

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]