8-K
Grindr Inc. (GRND)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 26, 2026
________________________
Grindr Inc.
(Exact name of registrant as specified in its charter)
________________________
Commission file number 001-39714
________________________
| Delaware | 92-1079067 |
|---|---|
| (State or other jurisdiction of<br><br>incorporation) | (IRS Employer Identification No.) |
| PO Box 69176,<br><br>750 N. San Vicente Blvd., Suite RE 1400, West Hollywood, California | 90069 |
| (Address of Principal Executive Offices) | (Zip Code) |
(310) 776-6680
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value per share | GRND | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On February 26, 2026, Grindr Inc. (the “Company” or “Grindr”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with G. Raymond Zage, III, a member of the Board of Directors of the Company (the “Board”) and the Company’s largest stockholder. Pursuant to the Cooperation Agreement, Zage has agreed, among other things, to certain standstill restrictions, including not to effect, seek, or participate in any going private or similar transaction involving the Company, unless invited by the Board, for a period of 18 months from the date of the Cooperation Agreement. If invited, any proposal would be conditioned on, at a minimum, approval by a majority of the Company’s disinterested stockholders.
The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety to the full text of the Cooperation Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
On February 26, 2026, the Company issued a press release and posted a shareholder letter to its website announcing its financial results for the fiscal year ended December 31, 2025.
The Company also announced that its Board has authorized an increase in the Company’s share repurchase program by up to an additional $400 million of Grindr’s common stock, and extended the program to March 2029.
A copy of the Company’s press release dated February 26, 2026, and the shareholder letter dated February 26, 2026, are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. The information contained herein and the accompanying Exhibit 99.1 and Exhibit 99.2 is being furnished under “Item 2.02 Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference in any filing with the Securities and Exchange Commission made by us, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Cooperation Agreement by and between Grindr Inc. and G. Raymond Zage, III, dated February 26, 2026 |
| 99.1 | Press release dated February 26, 2026 |
| 99.2 | Shareholder Letter dated February 26, 2026 |
| 104 | Cover Page Interactive Data File, formatted in inline XBRL (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 26, 2026
| GRINDR INC. |
|---|
| By: |
| /s/ John North |
| John North |
| Chief Financial Officer |
Document
Exhibit 10.1
COOPERATION AGREEMENT
This Cooperation Agreement (this “Agreement”) is made and entered into as of February 26, 2026, by and between Grindr Inc., a Delaware corporation (the “Company”), and G. Raymond Zage, III (the “Stockholder”). The Company and the Stockholder are each herein referred to as a “Party” and collectively, the “Parties.” Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 4.
In consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Stockholder, intending to be legally bound hereby, agree as follows:
1.Standstill.
(a)The Stockholder agrees that, until the termination of this Agreement pursuant to Section 3, without the prior invitation or written consent of the Board acting by a majority vote of disinterested directors that (i) are unaffiliated with the Stockholder, and (ii) were not nominated by the Stockholder ((i) and (ii), the “Unaffiliated Directors”)), the Stockholder shall not, and shall cause each of his affiliates and associates and his and their respective Representatives acting on his or their behalf (collectively with the Stockholder, the “Restricted Persons”) not to, directly or indirectly effect or seek, offer or propose (whether publicly or otherwise) to effect, announce any intention to effect, cause, or participate in:
(i)any voluntary acquisition of (A) any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof) of the Company (other than any voluntary acquisition by one Restricted Person of any securities from another Restricted Person) in each case, if such acquisition would result in the Stockholder acquiring beneficial ownership of more than an additional 4,000,000 shares of Company’s common stock outstanding at such time, or (B) any assets, indebtedness or businesses of, the Company; provided, that the foregoing shall not restrict (x) the acquisition of securities received as compensation for service on the Board or any committee thereof, or (y) transfers of securities among the Stockholder and the Stockholder’s affiliated persons which does not change the Stockholder’s beneficial ownership;
(ii)any Extraordinary Transaction;
(iii)any discussions or arrangements with, or any action to advise, assist, facilitate or encourage any third party, or any action to form, join or in any way participate in a group, in each case, with respect to any of the foregoing —for the avoidance of doubt, this shall not restrict the Stockholder from discussions with existing or prospective investors in the Company about other topics related to the Company; or
(iv)any action which would or would reasonably be expected to force any Restricted Person or the Company to make a public announcement regarding any of the types of matters set forth in the foregoing.
(b)The Stockholder agrees that any proposal delivered upon invitation or written consent of the Board in accordance with Section 1(a) may be required to include any conditions that the Board considers necessary or appropriate and shall be expressly conditioned, at a minimum, on the fully informed, uncoerced affirmative vote of a majority of shares held by disinterested stockholders (pursuant to Section 144(b)(2) of the Delaware General Corporation Law), voting as a separate class (the “Disinterested Stockholder Requirement”). In assessing the Disinterested Stockholder Requirement, the Company shall exclude the votes of shares that, to the knowledge of the Company, are beneficially owned by any Associated Stockholder.
(c)Notwithstanding anything in this Agreement to the contrary, the foregoing provisions of this Section 1 shall not be deemed to restrict the Stockholder from: (i) communicating privately with the Board or the Company’s Chief Executive Officer, Chief Financial Officer, or Chief Legal Officer (and any other individual authorized by any of the foregoing) regarding any matter, so long as such
communications are not intended to, and would not reasonably be expected to, require any public disclosure by the Company, the Stockholder, or any person; (ii) communicating privately with stockholders of the Company and others in a manner that does not otherwise violate this Agreement; or (iii) making any public disclosure necessary to comply with any law or legal process, or in order to comply with the rules of any securities exchange or market, so long as such requirement did not result from any violation of this Agreement or other voluntary action by the Stockholder. Nothing in this Agreement shall be deemed to restrict in any way G. Raymond Zage, III in the exercise of his fiduciary duties under applicable law as a director of the Company.
2.Representations and Warranties.
(a)Representations and Warranties of All Parties. Each Party represents and warrants to the other Party that: (i) such Party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles); and (iii) this Agreement will not result in a material violation of any (A) term or condition of any agreement to which such person is a party or by which such Party may otherwise be bound, or (B) law, rule, license, regulation, judgment, order or decree governing or affecting such Party.
(b)Representations and Warranties of the Stockholder. The Stockholder represents, warrants and covenants to the Company that, as of the date of this Agreement, except as set forth in this Agreement, neither the Stockholder nor any of his affiliates or Representatives has any present plan or intention to (i) acquire additional securities of the Company (except as permitted under this Agreement); (ii) make, propose, or participate in any tender offer, exchange offer, merger, going-private transaction, or other business combination involving the Company; or (iii) seek to take the Company private or otherwise effect a transaction that would result in the Company ceasing to be a publicly traded company; and, from and after the date hereof, any change in the Stockholder’s plans or intentions with respect to any of the foregoing items in (i) through (iii) shall, to the extent required by law, be promptly disclosed in the Stockholder’s or his affiliates’ Schedule 13D filings with the U.S. Securities and Exchange Commission.
3.Term; Termination. Unless otherwise mutually agreed in writing by each Party, this Agreement shall terminate eighteen months from the date of this Agreement. If this Agreement is terminated in accordance with this Section 3, this Agreement shall forthwith become null and void, but no termination shall relieve a Party from liability for any breach of this Agreement prior to such termination. Notwithstanding the foregoing, Sections 5 and 8 shall survive the termination of this Agreement.
4.Certain Defined Terms. For purposes of this Agreement:
(a)“Associated Stockholders” means persons that the Board determines in good faith (i) are not independent from the Stockholder (other than with respect to such person’s service as a director of Grindr), applying the independence standards of the New York Stock Exchange or any other national exchange on which securities of Grindr may then be listed as if the Stockholder were Grindr for purposes of such analysis; or (ii) maintain a relationship with the Stockholder, other than any incidental or indirect relationships that the Board determines in good faith would not be reasonably likely to affect such person’s judgment.
(b)“Board” means the board of directors of the Company.
(c)“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(d)“Extraordinary Transaction” means any tender offer, exchange offer, merger, consolidation, acquisition, sale of all or substantially all assets, business combination, recapitalization, restructuring, liquidation, dissolution, spin-off, split-off or other similar separation of one or more business units, a similar transaction involving the Company (including its subsidiaries and joint ventures or any of their respective securities or assets), or a transaction defined in Section 144(e)(6) of the DGCL; provided that an Extraordinary Transaction shall not include any acquisition of a
business, company, or assets by the Company or its subsidiaries (whether by merger, consolidation, purchase of equity interests or assets, or otherwise) in which the Company or any of its subsidiaries is the acquiring or surviving entity and the equity holders of the Company immediately prior to such transaction continue to own a majority of the voting power of the surviving or parent entity immediately following such transaction.
(e)“Representatives” of a Party means its directors, officers, employees, partners, members, managers, general partners, legal or other advisors and agents, acting in a capacity on behalf of, in concert with or at the direction of such other Party or its affiliates or associates.
(f)The terms (i) “affiliates,” “associates,” “beneficial ownership,” and “group” shall have the respective meanings given to such terms under the Exchange Act, and shall include all persons or entities that at any time prior to the termination of this Agreement become affiliates or associates of any applicable person or entity referred to in this Agreement; and (ii) “person” shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity.
5.Remedies. Each Party acknowledges and agrees that irreparable injury to the other Party would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that the Stockholder, on the one hand, and the Company, on the other hand (the “Moving Party”), shall each be entitled, without the necessity of obtaining any form of bond or other similar undertaking, to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other Party will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. This Section 5 is not the exclusive remedy for any violation of this Agreement.
6.Severability. If at any time subsequent to the date hereof, any provision of this Agreement is held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force and effect, but the illegality or unenforceability of such provision will have no effect upon the legality or enforceability of any other provision of this Agreement.
7.Notices. Any notices, consents, determinations, waivers or other communications under the terms of this Agreement must be in writing and shall be deemed to have been delivered (a) upon receipt, when delivered personally, (b) upon delivery when sent by e-mail (provided, that no automatically generated “undeliverable” or similar message is received in respect of the e-mail transmission) or (c) one Business Day after deposit with a nationally recognized overnight delivery service, in each case, properly addressed to the Party to receive the same. The addresses for such communications shall be:
| If to the Company: | If to the Stockholder: |
|---|---|
| Grindr Inc. <br>750 N. San Vicente Blvd., Suite RE 1400<br>West Hollywood, California 90069<br>Attention: Zachary Katz, Chief Legal Officer<br>Email: [***]<br><br>with a copy (which shall not constitute notice) to:<br><br>Cooley LLP<br>350 S Grand Ave #3200<br>Los Angeles, California 90071<br>Attention: John-Paul Motley and Sean W. Brownridge<br>Email: jmotley@cooley.com | G. Raymond Zage, III<br>Ocean Financial Centre, Level 40, <br>10 Collyer Quay<br>Singapore, U0, 049315<br>65 6808 6288 <br>Email: [***]<br><br>with a copy (which shall not constitute notice) to:<br><br>Milbank LLP<br>12 Marina Boulevard<br>#36-03 MBFC Tower 3<br>Singapore 018982<br>Attention: David Zemans<br>Email: dzemans@milbank.com |
8.Governing Law; Jurisdiction; Jury Waiver. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, without regard to the conflict of law provisions thereof that would
result in the application of the laws of any other jurisdiction. Each party irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each Party agrees not to commence any action, suit or proceeding relating thereto except in such courts, and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth in Section 7 shall be effective service of process for any action, suit or proceeding brought against such Party in any such court). The Parties hereby irrevocably and unconditionally waive any objection which they may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of this Agreement in the Court of Chancery of the State of Delaware or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division), or the United States District Court for the District of Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
9.Counterparts; Electronic Transmission. This Agreement may be executed in two or more counterparts, which together shall constitute a single agreement. Any signature to this Agreement transmitted by electronic mail in “portable document format” (“.pdf”) form or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing the original signature.
10.No Waiver. Neither the failure nor any delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
11.Entire Agreement; Amendments; Successors and Assigns. This Agreement contains the entire agreement between the Parties regarding its subject matter. This Agreement may only be amended pursuant to a written agreement executed by each Party. This Agreement may not be transferred or assigned by any Party without the prior written consent of the other Party. Any purported assignment without such consent is null and void. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the permitted successors and assigns of each Party.
12.Interpretation and Construction. Any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each Party, and any controversy over any interpretation of this Agreement shall be decided without regards to events of drafting or preparation. In this Agreement, (i) the word “including” (in its various forms) means “including, without limitation;” and (ii) the word “hereunder,” and words of similar import are references in this Agreement as a whole and not to any particular provision of this Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, each Party has executed this Agreement, or caused the same to be executed by its duly authorized representative, as of the date first above written.
| GRINDR INC. | |
|---|---|
| a Delaware corporation | |
| By: | /s/ George Arison |
| Name: | George Arison |
| Title: | Chief Executive Officer |
| STOCKHOLDER | |
| /s/ G. Raymond Zage, III | |
| G. Raymond Zage, III |
[Signature Page to Cooperation Agreement]
Document
Exhibit 99.1
Grindr Inc. Delivers 28% Full Year 2025 Revenue Growth
Introduces 2026 Guidance: Revenue Greater than $528 Million and Adjusted EBITDA Greater than $217 Million
Announces $400 Million Increase to Common Stock Repurchase Program; Program Extended to March 2029
LOS ANGELES, CA – February 26, 2026 – Grindr Inc. (NYSE: GRND) (“Grindr” or the “Company”), the Global Gayborhood in Your PocketTM, today posted its financial results for the fourth quarter and fiscal year ended December 31, 2025, in a Letter to Shareholders. The Letter to Shareholders can be accessed on Grindr’s Investor Relations website: https://investors.grindr.com/.
The Company also announced that its Board of Directors has authorized an increase in the Company’s share repurchase program by up to an additional $400 million of Grindr’s common stock, and extended the program to March 2029. Under the program, the Company may make repurchases, from time to time, through open market purchases, block trades, in privately negotiated transactions, accelerated stock repurchase transactions, or by other means. The increase is on top of the approximately $50 million of repurchase authority remaining under the $500 million originally announced in March 2025.
“Grindr delivered exceptional results in 2025 and delivered fourth quarter results that exceeded the increased outlook for the year we provided in November. We delivered net income of $95 million and our full-year Adjusted EBITDA of $196 million was higher than our annual revenue when we went public just three years ago, demonstrating strong execution and high productivity,” said George Arison, Grindr CEO. “We intend to raise the bar even higher in 2026 as we invest in premium experiences, durable core growth initiatives, and stronger platform foundations, all supported by our rapidly growing AI capabilities. We are building for sustainable, profitable long-term growth, and we’re just getting started.”
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Grindr, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.
Earnings Webcast Information
Grindr will host a live webcast today at 2:00 p.m. Pacific Time to discuss the Company’s fourth quarter and fiscal year 2025 financial results. The webcast of the conference call can be accessed as follows:
Event: Grindr Fourth Quarter and Fiscal Year 2025 Earnings Conference Call
Date: Thursday, February 26, 2026
Time: 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time)
Live Webcast Site: https://investors.grindr.com/
An archived webcast of the conference call will also be accessible on Grindr’s Investor Relations page, https://investors.grindr.com/.
Forward Looking Statements
Some of the statements contained in this press release constitute forward-looking statements within the meaning of the federal securities laws, including our guidance for 2026. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These forward-looking statements include statements regarding our intentions, beliefs, current expectations or projections concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. In some cases, you can identify these forward-looking statements by the use of terminology such as “anticipates,” “approximately,” “believes,” “continues,” “could,” “estimates,” “expects,” “goal,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will” or the negative version of these words or other comparable words or phrases.
The forward-looking statements contained in this press release reflect our current views about our business and future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ materially from those expressed in any forward-looking statement. There are no guarantees that any transactions or events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth in or contemplated by the forward-looking statements:
•our ability to retain existing users and add new users;
•market perception of our brand;
•the impact of the legal environment and complexities with litigation and regulatory compliance related to such environment, including maintaining compliance with privacy, data protection, consumer protection and online safety laws and regulations, as well as laws that may apply to any new products or services we have introduced and may introduce in the future, including in the health and wellness sector;
•our ability to address privacy concerns and protect systems and infrastructure from cyber-attacks and prevent unauthorized data access;
•our ability to identify and consummate strategic transactions including strategic partnerships, acquisitions, or investments in complementary products, services, or technologies, including outside of our core product; and our ability to realize the intended benefit of such transactions;
•our success in retaining or recruiting directors, officers, key employees, or other key personnel, and our success in managing any changes in such roles;
•our ability to respond to general economic conditions;
•competition in the dating and social networking products and services industry;
•our ability to adapt to changes in technology and user preferences in a timely and cost-effective manner;
•our ability to successfully develop and adopt artificial intelligence (“AI”) and machine learning (“ML”) technologies and processes—including generative AI—in our daily operations, including by deploying generative AI and ML in our products and services;
•our dependence on the integrity of third-party systems and infrastructure;
•our ability to protect our intellectual property rights from unauthorized use by third parties;
•whether the concentration of our stock ownership and voting power limits our stockholders’ ability to influence corporate matters;
•the impact of resales of significant volumes of our securities by any of our directors or significant stockholders, including pursuant to one or more margin calls on such stockholders’ loans, on the volatility of our stock price;
•the timing, price, and quantity of repurchases of shares of our common stock under our repurchase program, and our ability to fund any such repurchases;
•the effects of macroeconomic and geopolitical events on our business, such as health epidemics, pandemics, natural disasters, the impacts of changing tariff policies and trade tensions, and wars or other regional conflicts; and
•the impact of anti-LGBTQ policies and actions by governments and non-state actors around the world, including to block or otherwise restrict access to our app in their countries.
In addition, statements that “Grindr believes” or “we believe” and similar statements reflect our beliefs and opinions on the relevant subjects as of the date of any such statement. These statements are based upon information available to us as of the date they are made, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. Except to the extent required by applicable law, we are under no obligation (and expressly disclaim any such obligation) to update or revise our forward-looking statements, whether as a result of new information, future events, or otherwise. For a further discussion of these and other factors that could cause our future results, performance, or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors” included under Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, in annual reports on Form 10-K we file thereafter, and quarterly reports on Form 10-Q that we file with the Securities and Exchange Commission from time to time. Any forward-looking statement speaks only as of the date on which it is made, and you should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements).
Non-GAAP Financial Measures
We use Adjusted EBITDA, Adjusted EBITDA margin, free cash flow, and free cash flow conversion, which are non-GAAP measures, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may differ from similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA adjusts for the impact of items that we do not consider indicative of the operational performance of our business. We define Adjusted EBITDA as net income (loss) excluding income tax provision; interest expense, net; depreciation and amortization; stock-based compensation expense; change in fair value of warrant liability; and employee transition costs, litigation-related costs, transaction-related costs, management fees and other items, in each case, that are unrelated to our core ongoing business operations. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period.
Our management uses these measures internally to evaluate the performance of our business and these measures are among the primary metrics by which management and other employees are compensated. We exclude the above items as some are non-cash in nature and others may not be representative of normal operating results. While we believe that Adjusted EBITDA and Adjusted EBITDA Margin are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for the related financial information prepared and presented in accordance with U.S. GAAP.
We are not able to estimate net income (loss) and net income (loss) margin on a forward-looking basis or reconcile the guidance provided for Adjusted EBITDA margin to net income (loss) margin on a forward-looking basis without unreasonable efforts due to the variability and complexity with respect to the charges excluded from Adjusted EBITDA margin. In particular, the measures and effects of our stock-based compensation related to equity grants are directly impacted by unpredictable fluctuations in our share price. The variability of the above charges could have a significant and potentially unpredictable impact on our future GAAP financial results.
The following table presents the reconciliation of net income (loss) to Adjusted EBITDA for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| ($ in thousands) | 2025 | 2024 | ||||
| Reconciliation of net income (loss) to Adjusted EBITDA | ||||||
| Net income (loss) | $ | 94,751 | $ | (131,001) | ||
| Interest expense, net | 17,643 | 25,616 | ||||
| Income tax provision | 23,862 | 12,711 | ||||
| Depreciation and amortization | 8,860 | 16,910 | ||||
| Litigation-related costs (1) | 1,464 | 1,190 | ||||
| Transaction related costs (2) | 1,597 | — | ||||
| Stock-based compensation expense | 54,520 | 37,272 | ||||
| Employee transition costs (3) | 2,856 | 58 | ||||
| Change in fair value of warrant liability (4) | (9,905) | 184,557 | ||||
| Adjusted EBITDA | $ | 195,648 | $ | 147,313 | ||
| Revenue | $ | 439,898 | $ | 344,636 | ||
| Net income (loss) margin | 21.5 | % | (38.0) | % | ||
| Adjusted EBITDA Margin | 44.5 | % | 42.7 | % |
_________________
(1)Litigation-related costs that are unrelated to our core ongoing business operations primarily represent external legal fees associated with outstanding litigation or regulatory matters outside of the ordinary course, such as fees incurred in connection with the Norwegian Data Protection Authority fine and CWA unionization.
(2)Transaction-related costs consist of legal, consulting, and other professional fees related to potential transactions.
(3)Non-recurring employee transition costs relate to cost associated with the transition of our former Chief Financial Officer, including professional services, legal fees, executive recruiting costs, severance arrangements, and other related costs; and severance incurred for employees who elected not to relocate or participate in our RTO Plan and other severance arrangements.
(4)Change in fair value of warrant liability relates to the warrants that were remeasured upon exercise or redemption. In February 2025, we completed the redemption of all outstanding warrants.
Free Cash Flow and Free Cash Flow Conversion
Free cash flow is an indicator of liquidity that provides information to our management and investors about the amount of cash generated from operations, after capitalized software development costs and purchases of property and equipment, that can be used to repay debt obligations and/or for strategic initiatives. We define free cash flow as net cash provided by operating activities less capitalized software development costs and purchases of property and equipment. Free cash flow conversion is calculated by dividing free cash flow for a period by Adjusted EBITDA for the same period. Free cash flow and free cash flow conversion do not represent our residual cash flow available for discretionary purposes and does not reflect our future contractual commitments.
The following table presents the reconciliation of net cash provided by operating activities to free cash flow for the years ended December 31, 2025 and 2024.
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| ($ in thousands) | 2025 | 2024 | ||||
| Reconciliation of net cash provided by operating activities to free cash flow | ||||||
| Net cash provided by operating activities | $ | 141,518 | $ | 94,957 | ||
| Less: | ||||||
| Capitalized development software costs and purchases of property and equipment | (8,616) | (5,345) | ||||
| Free cash flow | $ | 132,902 | $ | 89,612 | ||
| Operating cash flow conversion (1) | 149.4 | % | (72.5) | % | ||
| Free cash flow conversion | 67.9 | % | 60.8 | % |
_________________
(1)Operating cash flow conversion represents net cash provided by operating activities as a percentage of net income (loss).
Trademarks
This press release may contain trademarks of Grindr. Solely for convenience, trademarks referred to in this press release may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that Grindr will not assert, to the fullest extent under applicable law, its rights to these trademarks.
About Grindr Inc.
With 15 million average monthly active users, Grindr has grown to become the Global Gayborhood in Your PocketTM, on a mission to make a world where the lives of our global community are free, equal, and just. Available in 190 countries and territories, Grindr is often the primary way for its users to connect, express themselves, and discover the world around them. Since 2015, Grindr for Equality has advanced human rights, health, and safety for millions of LGBTQ+ people in partnership with organizations in every region of the world. Grindr has offices in West Hollywood, the Bay Area, Chicago, and New York. The Grindr app is available on the App Store and Google Play.
Investors:
IR@grindr.com
Media:
Press@grindr.com
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