Grindr Inc 10-Q for FY2025 Q3
Grindr Inc. (GRND)
10-Q
2025-11-06
For: 2025-09-30
View Original
Added on
April 08, 2026
About this 10-Q
Grindr Inc filed this 10-Q on November 6, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $115.77M
- up 29.6% from $89.33M a year earlier
- Net income
- $30.83M
- up 24.9% from net income of $24.68M a year earlier
- Diluted EPS
- $0.16
- up 77.8% from $0.09 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 10-Q
________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _________ to _________
Commission file number 001-39714
________________________
(Exact name of registrant as specified in its charter)
________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(310 ) 776-6680
Registrant's telephone number, including area code
N/A
(Former name, former address and former fiscal year, if changed since last report)
________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | x | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
The registrant had 184,734,121 shares of common stock outstanding as of November 3, 2025.
TABLE OF CONTENTS
| Page | ||||||||
| Special Note Regarding Forward-Looking Statements | ||||||||
Legal Proceedings | ||||||||
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the federal securities laws. 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 Quarterly Report on Form 10-Q 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;
•the impact of the regulatory environment and complexities with compliance related to such environment, including maintaining compliance with privacy, data protection, and online safety laws and regulations, as well as laws that may apply to any new products or services we introduce, 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 adopt generative artificial intelligence (“AI”) and machine learning (“ML”) processes and algorithms into our daily operations, including by deploying generative AI and ML into 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 non-binding proposal submitted to our Board of Directors by Messrs. G. Raymond Zage, III and James Fu Bin Lu, who collectively beneficially own, together with their affiliated entities, over 60.0% of the outstanding shares of Grindr’s common stock, to acquire all of the outstanding shares of the Company’s common stock for $18.00 per share in a going private transaction, as disclosed in recent amendments to their respective Schedule 13Ds filed on October 24, 2025;
•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; and
•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.
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.
2
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 year ended December 31, 2024, as amended, as supplemented by the section titled “Risk Factors” included under Part II, Item 1A, of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, as well as this Quarterly Report on Form 10-Q. 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).
3
CERTAIN OPERATING AND FINANCIAL METRICS
In this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, we refer to operating and financial metrics that our management team uses to evaluate our business. Our key operating measures include Paying Users, Average Paying Users, Average Monthly Active Users (“Average MAUs”), Average Paying User Penetration, Average Direct Revenue per Average Paying User (“ARPPU”), and Average Total Revenue Per User (“ARPU”). We define our key operating measures and how we calculate them in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating and Financial Metrics.” We also refer to non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, free cash flow, and free cash flow conversion. We describe how we calculate these non-GAAP financial measures and provide reconciliations to the most comparable GAAP financial measures in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”
4
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Grindr Inc. and subsidiaries
Condensed Consolidated Balance Sheets (unaudited)
(in thousands, except share data)
| September 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Assets | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance of $ | |||||||||||
| Prepaid expenses | |||||||||||
| Deferred charges | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Restricted cash | |||||||||||
| Property and equipment, net | |||||||||||
| Capitalized software development costs, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Deferred tax assets | |||||||||||
| Right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
Liabilities and Stockholders’ Equity (Deficit) | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Current maturities of long-term debt, net | |||||||||||
| Deferred revenue | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Warrant liability | |||||||||||
| Lease liability | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
Commitments and Contingencies (Note 13) | |||||||||||
Stockholders’ Equity (Deficit) | |||||||||||
Preferred stock, par value $ | $ | $ | |||||||||
Common stock, par value $ | |||||||||||
| Treasury stock | ( | ||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
Total stockholders’ equity (deficit) | $ | $ | ( | ||||||||
Total liabilities and stockholders’ equity (deficit) | $ | $ | |||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
5
Grindr Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (unaudited)
(in thousands, except per share and share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating costs and expenses | |||||||||||||||||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | |||||||||||||||||||||||
| Selling, general and administrative expense | |||||||||||||||||||||||
| Product development expense | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Other (expense) income, net | ( | ( | |||||||||||||||||||||
| Gain (loss) in fair value of warrant liability | ( | ||||||||||||||||||||||
| Total other income (expense), net | ( | ( | ( | ||||||||||||||||||||
| Net income before income tax | |||||||||||||||||||||||
| Income tax provision | |||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Net income (loss) per share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ( | ||||||||||||||||||
| Diluted | $ | $ | $ | $ | ( | ||||||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
6
Grindr Inc. and subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited)
(in thousands, except per share amounts and share data)
Preferred Stock (Par value $ | Common Stock (Par value $ | Treasury Stock | Additional paid-in capital | Accumulated deficit | Total stockholders’ deficit | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Vested restricted stock units, net of withholding tax | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Vested restricted stock units, net of withholding tax | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Vested restricted stock units, net of withholding tax | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||
7
Grindr Inc. and subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited) (continued)
(in thousands, except per share amounts and share data)
Preferred Stock (Par value $ | Common Stock (Par value $ | Treasury Stock | Additional paid-in capital | Accumulated deficit | Total stockholders’ (deficit) equity | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Vested restricted stock units, net of withholding tax | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | — | — | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Vested restricted stock units, net of withholding tax | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | — | — | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Vested restricted stock units, net of withholding tax | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | — | — | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Adjustment of treasury stock to additional paid-in capital | — | — | ( | — | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
8
Grindr Inc. and subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating activities | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Stock-based compensation | |||||||||||
| (Gain) loss in fair value of warrant liability | ( | ||||||||||
| Amortization of debt discount and issuance costs | |||||||||||
| Depreciation and amortization | |||||||||||
| Provision for expected credit losses | ( | ( | |||||||||
| Deferred income taxes | ( | ||||||||||
| Non-cash lease expense | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Prepaid expenses and deferred charges | ( | ( | |||||||||
| Other current assets | |||||||||||
| Other assets | ( | ( | |||||||||
| Accounts payable | ( | ||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Lease liability | ( | ( | |||||||||
| Other liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities | |||||||||||
| Purchase of property and equipment | ( | ( | |||||||||
| Additions to capitalized software development costs | ( | ( | |||||||||
| Net cash used in investing activities | $ | ( | $ | ( | |||||||
9
Grindr Inc. and subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited) (continued)
(in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Financing activities | |||||||||||
| Proceeds from the exercise of stock options | $ | $ | |||||||||
| Withholding taxes paid on stock-based compensation | ( | ( | |||||||||
| Repurchases of common stock under the stock repurchase program | ( | ||||||||||
| Proceeds from the exercise of warrants | |||||||||||
| Payment for the redemption of warrants | ( | ||||||||||
| Principal payments on debt | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | ( | ||||||||||
Cash, cash equivalents and restricted cash, beginning of the period | |||||||||||
| Cash, cash equivalents and restricted cash, end of the period | $ | $ | |||||||||
| Reconciliation of cash, cash equivalents and restricted cash | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash | $ | $ | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash interest paid | $ | $ | |||||||||
| Income taxes paid | $ | $ | |||||||||
| Supplemental disclosure of non-cash investing activities: | |||||||||||
| Capitalized software development costs accrued but not paid | $ | $ | |||||||||
| Supplemental disclosure of non-cash financing activities: | |||||||||||
| Repurchase of common stock for net settlement of equity awards | $ | $ | |||||||||
| Issuance of common stock for the settlement of KPI Awards | $ | $ | |||||||||
| Issuance of common stock for the settlement of certain market condition liability-classified awards | $ | $ | |||||||||
| Issuance of common stock for the cashless exercise of warrants | $ | $ | |||||||||
| Issuance of common stock for the exercise of warrants | $ | $ | |||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
10
Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
1.Nature of Business
Grindr Inc.’s (“Grindr” or the “Company”) mission is to build the Global Gayborhood in Your Pocket™ and, through its success, to make a world where the lives of its global LGBTQ community are free, equal, and just. The Company operates the Grindr platform, a global social networking platform primarily serving and addressing the needs of gay, bisexual, and sexually explorative adults around the world. The Grindr platform is available as a mobile application through Apple’s App Store and Google Play. The Company offers both a free, ad-supported service and a premium subscription version. The Company is headquartered in West Hollywood, California, and has additional offices in the San Francisco Bay Area, Chicago, and New York City.
Grindr was originally incorporated in the Cayman Islands on July 27, 2020, under the name Tiga Acquisition Corp. (“Tiga”), a special-purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or engaging in any other similar business combinations with one or more businesses or entities. On May 9, 2022, Grindr Group LLC and its subsidiaries (“Legacy Grindr”) entered into an Agreement and Plan of Merger (as amended on October 5, 2022, the “Merger Agreement”) with Tiga, in which Legacy Grindr would become a wholly owned subsidiary of Tiga (the “Business Combination”). On November 17, 2022, Tiga was redomiciled to the United States. Upon the consummation of the Business Combination on November 18, 2022 (the “Closing”), Tiga was renamed to “Grindr Inc.”
2.Summary of Significant Accounting Policies
Basis of Presentation
Emerging Growth Company Status
Based on the market value of the Company’s common equity held by non-affiliates as of June 30, 2025 (the last business day of the Company’s most recently completed second fiscal quarter), the Company will cease to qualify as an emerging growth company (as described in Section 107(b) of the Jumpstart Our Business Startups Act of 2012) as of the end of the fiscal year ended December 31, 2025. As a result, the Company will no longer be able to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, the Company will no longer be able to use the extended transition period for complying with new or revised accounting standards available to emerging growth companies and will be required to adopt new or revised accounting standards as of the effective dates for public companies.
11
Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
Accounting Estimates
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable:
Level 1 - | Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. | ||||
| Level 2 - | Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. | ||||
| Level 3 - | Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. | ||||
Recurring Fair Value Measurements
The following methods and assumptions were used to estimate the fair value of each class of financial assets and liabilities for which it is practicable to estimate fair value:
•Money market funds and U.S. treasury bills — The carrying amount of money market funds and U.S. treasury bills approximates fair value and is classified within Level 1 because the fair value is determined through quoted market prices.
•Warrant liability — Public Warrants (as defined in Note 6) are classified within Level 1 as these securities are traded on an active public market. Private Warrants (as defined in Note 6) are classified within Level 2. For the periods presented, the Company utilized the value of the Public Warrants as an approximation of the value of the Private Warrants as they are substantially similar to the Public Warrants, but not directly traded or quoted on an active market. The Company completed the redemption of all outstanding Public Warrants and Private Warrants in February 2025, see Note 6 for additional information.
The Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, and other current liabilities. The Company believes their carrying values are representative of their fair values due to their short-term maturities. The fair values of the Company’s credit agreement balances as disclosed in Note 4 are measured based on prices quoted from a third-party financial institution.
Nonrecurring Fair Value Measurements
Assets acquired and liabilities assumed in business combinations are initially measured at fair value on the acquisition date on a nonrecurring basis using Level 3 inputs. The Company is required to measure certain assets at fair value on a nonrecurring basis after initial recognition. These include goodwill, intangible assets, and long-lived assets, which are measured at fair value on a nonrecurring basis as a result of impairment reviews. Impairment is assessed annually in the
12
Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
Revenue Recognition
Revenue is recognized when or as a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to in exchange for these goods or services.
The Company derives its revenue from direct revenue and indirect revenue, each, as described below. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue for the amount at which the Company has the right to invoice for services performed.
Direct Revenue
Direct revenue consists of subscription revenue. Subscription revenue is generated through the sale of subscriptions that are currently offered or renewed in one-week, one-month, three-month, six-month, and twelve-month lengths. Subscription revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Direct revenue also consists of premium add-on revenue generated through the sale of an add-on feature on a pay-per-use, or a-la-carte, basis. Premium features are activated upon purchase and are available to use for the customer for a short duration, generally, within one day. Revenue from premium add-ons is recognized upon usage of the premium add-on. Direct revenue is recorded net of taxes, credits, and chargebacks. Customers pay in advance, primarily through mobile app stores. Subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable.
Indirect Revenue
Indirect revenue consists of advertising revenue and other non-direct revenue. The Company has contractual relationships with third-party advertising service providers and also directly with advertisers to display advertisements on the Grindr platform. For all advertising arrangements, the Company’s performance obligation is to provide the inventory for advertisements to be displayed on the Grindr platform. For contracts made directly with advertisers, the Company is also obligated to serve the advertisements on the Grindr platform. Providing the advertising inventory and serving the advertisement is considered a single performance obligation, as the advertiser cannot benefit from the advertising space without its advertisements being displayed.
The pricing and terms for all advertising arrangements are governed by either a master contract or insertion order. The transaction price in advertising arrangements is generally the product of the number of advertising units delivered (e.g., impressions, offers completed, videos viewed, etc.) and the contractually agreed upon price per advertising unit. Further, for advertising transactions with advertising service providers, the contractually agreed upon price per advertising unit is generally based on the Company’s revenue share or fixed revenue rate as stated in the contract. The Company recognizes revenue when the advertisement is displayed to users. The number of advertising units delivered is determined at the end of each month, which resolves any uncertainty in the transaction price during the reporting period. Revenue from advertising transactions with advertising service providers is recognized net of the amounts retained by the advertising service provider as the Company does not know and expects not to know the gross amount paid by advertisers.
Accounts Receivable, net of allowance for credit losses
Grindr users generally access the Grindr platform and pay for subscriptions and premium add-on features through Apple’s App Store or Google Play. The Company evaluates the credit worthiness of these two mobile app stores on an ongoing basis and does not require collateral from these entities. Accounts receivable also include amounts billed and currently due from advertising customers. The Company maintains an allowance for credit losses to provide for the estimated amount of accounts receivable that will not be collected. The allowance for credit losses is based upon historical collection trends adjusted for economic conditions using reasonable and supportable forecasts.
13
Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
As of September 30, 2025, and December 31, 2024, the accounts receivable balances, net of allowances, were $58,821 and $49,599 , respectively. The opening balance of accounts receivable, net of allowances, was $33,906 as of January 1, 2024.
Deferred Revenue
For the three and nine months ended September 30, 2025, the Company recognized $2,000 and $19,323 of revenue that was included in the deferred revenue balance as of December 31, 2024. For the three and nine months ended September 30, 2024, the Company recognized $1,991 and $18,610 of revenue that was included in the deferred revenue balance as of December 31, 2023.
Disaggregation of Revenue
The following tables summarize revenue from contracts with customers:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Direct revenue | $ | $ | $ | $ | |||||||||||||||||||
| Indirect revenue | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Domestic (1) | $ | $ | $ | $ | |||||||||||||||||||
International | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
(1) Domestic include revenue generated from the U.S., the Company's country of domicile.
Segment Information
The chief executive officer (“CEO”) is the Company’s chief operating decision maker (“CODM”). The CODM allocates resources and assesses financial performance based upon discrete financial information at the consolidated level. The Company manages its activities related to developing and maintaining its product on a consolidated basis. There are no segment managers; instead, there are divisional leaders who report to the Company's CODM, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. While the Company derives revenues from international markets, expenses are not allocated to these international markets nor does the CODM review any other financial data for these markets. Accordingly, the Company determined that the Company operates as a single operating and reportable segment.
The CODM assesses performance for the Company’s single operating segment based on net income (loss) that is also reported on the condensed consolidated statement of operations as “Net income (loss)”. Significant segment expenses that are regularly reviewed by the CODM include: cost of revenue; stock-based compensation; employee compensation (e.g. payroll, benefits and commissions) and contractor expense, excluding stock-based compensation; sales and marketing expense, excluding commissions; professional services expense; and general and administrative expense (all other non-compensation corporate overhead). The measure of segment assets is reported on the consolidated balance sheets as “Total assets”. Substantially all of the Company’s long-lived assets are attributed to operations in the U.S.
14
Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
Information about the Company's single reportable segment revenue, segment net income (loss), and significant segment expenses are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating costs and expenses | ||||||||||||||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization) | ||||||||||||||||||||||||||
| Employee compensation and contractor expense, excluding stock-based compensation expense | ||||||||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||||||||
| Sales and marketing expense | ||||||||||||||||||||||||||
| Professional services expense | ||||||||||||||||||||||||||
| Other general and administrative expense | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Income from operations | ||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||
Other (income) expense, net(1) | ( | ( | ||||||||||||||||||||||||
| Income tax provision | ||||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | |||||||||||||||||||||
(1)Other (income) expense, net includes (gain) loss in fair value of warrant liability, and other expenses.
Accounting Pronouncements
Accounting Pronouncements Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this new standard.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The guidance requires all public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. The standard is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this new standard.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to Accounting for Internal Use Software (Subtopic 350-40). This guidance is intended to improve the operability and application of guidance related to capitalized software development costs and removes all references to prescriptive and sequential software development stages. The guidance requires entities to begin capitalizing software costs when management authorizes and commits to funding the software projects, and it is probable that the project will be completed and the software will be used for its intended purpose. The standard is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this new standard.
15
Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
3.Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Employee compensation and benefits | $ | $ | |||||||||
| Income and other taxes payable | |||||||||||
Litigation-related matter payable (see Note 13) | |||||||||||
| Accrued interest payable | |||||||||||
| Lease liability, short-term | |||||||||||
| Accrued legal expense | |||||||||||
| Accrued infrastructure expense | |||||||||||
| Accrued professional service fees | |||||||||||
| Other accrued expenses | |||||||||||
| $ | $ | ||||||||||
4.Debt
Total debt for the Company is comprised of the following:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Senior Term Loan Facility | $ | $ | |||||||||
| Senior Revolving Facility | |||||||||||
| Less: unamortized debt issuance and discount costs | ( | ( | |||||||||
| Total debt | |||||||||||
| Less: current maturities of long-term debt | ( | ( | |||||||||
| Long-term debt | $ | $ | |||||||||
2023 Credit Agreement
On November 28, 2023, a wholly owned subsidiary of the Company, Grindr Capital LLC (“Grindr Capital”), as borrower, entered into a credit agreement (the “2023 Credit Agreement”) with the Company and certain other wholly owned subsidiaries of the Company, as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto. The 2023 Credit Agreement provides for a (i) $300,000 senior secured term loan facility (“Senior Term Loan Facility”), and (ii) $50,000 senior secured revolving credit facility (“Senior Revolving Facility,” and together with the Senior Term Loan Facility, the “2023 Credit Facilities”) (with a $15,000 letter of credit sublimit and a $10,000 swingline loan sublimit). Grindr Capital has the option to request that lenders increase the amount available under the Senior Revolving Facility by, or obtain incremental term loans of, up to $100,000 , subject to the terms of the 2023 Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments.
Unused commitments under the 2023 Credit Agreement as of September 30, 2025, amounted to $38,400 . As of September 30, 2025, and December 31, 2024, there were no
Borrowings under the 2023 Credit Agreement (other than swingline loans) bear interest at a rate equal to either, at Grindr Capital’s option, (i) the highest of the Prime Rate (as defined in the 2023 Credit Agreement), the Federal Funds Rate (as defined in the 2023 Credit Agreement) plus 0.5 %, or one-month Term SOFR (as defined in the 2023 Credit Agreement) plus 1.0 % (the “Alternate Base Rate”); or (ii) Term SOFR; in each case plus an applicable margin ranging from 2.75 % to 3.25 % with respect to Term SOFR borrowings and 1.75 % to 2.25 % with respect to Alternate Base Rate borrowings. The interest rate in effect for 2023 Credit Agreement, other than swingline loans, as of September 30, 2025, and December 31, 2024, is 7.1 % and 7.2 %, respectively.
16
Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
Swingline loans under the 2023 Credit Agreement bear interest at the Alternate Base Rate plus the applicable margin. The applicable margin will be based upon the total net leverage ratio (as defined in the 2023 Credit Agreement) of the Company.
Grindr Capital will also be required to pay a commitment fee for the unused portion of the Senior Revolving Facility, which will range from 0.375 % to 0.5 % per annum, depending on the total net leverage ratio of the Company. For the three and nine months ended September 30, 2025, the Company’s commitment fee was not significant.
The Senior Term Loan Facility will amortize on a quarterly basis at 1.25 % of the aggregate principal amount outstanding as of the initial closing date of the 2023 Credit Agreement, until the final maturity date on November 28, 2028. The Senior Term Loan Facility may also be prepaid, in whole or in part, at any time and from time to time, without prepayment premiums. Any borrowing under the Senior Revolving Facility may be repaid, in whole or in part, at any time and from time to time, subject to prior notice and accompanied by accrued interest and break funding payments, and any amounts repaid may be reborrowed, in each case, until the maturity date on November 28, 2028.
Mandatory prepayments are required under the Senior Revolving Facility when borrowings and letter of credit usage exceed the aggregate revolving commitments of all lenders. Mandatory prepayments are also required first, under the Senior Term Loan Facility, and then, under the Senior Revolving Facility in connection with (i) certain asset dispositions and casualty events, in each case, to the extent the proceeds of such dispositions or casualty events exceed certain individual and aggregate thresholds and are not reinvested, and (ii) unpermitted debt transactions. For the three and nine months ended September 30, 2025, the Company was not required to make any mandatory prepayments.
The 2023 Credit Agreement contains certain customary events of default, and if an event of default has occurred and continues beyond any applicable cure period, all outstanding obligations under the 2023 Credit Agreement may be accelerated or the commitments may be terminated, amongst other remedies. Additionally, the lenders are not obligated to fund any new borrowing under the 2023 Credit Agreement while an event of default is continuing.
Covenants
The 2023 Credit Agreement includes financial covenants, including the requirement for the Company to maintain (i) a total net leverage ratio no greater than a specified level, currently 3.50 :1.00 prior to and through December 31, 2025 and no greater than 3.00 :1.00 thereafter; and (ii) a fixed charge coverage ratio no less than 1.15 :1.00 from March 31, 2024 and thereafter.
The 2023 Credit Agreement also contains certain customary restrictive covenants regarding indebtedness, liens, fundamental changes, investments, restricted payments, disposition of assets, transactions with affiliates, hedging transactions, certain prepayments of indebtedness, amendments to organizational documents and sale and leaseback transactions. At September 30, 2025, and December 31, 2024, the Company was in compliance with the financial covenants under the 2023 Credit Agreement.
Fair value
The fair values of the Company’s 2023 Credit Agreement balances are measured based on prices quoted from a third-party financial institution, which the Company classifies as a Level 2 input within the fair value hierarchy. The estimated fair value of the 2023 Credit Agreement balances as of September 30, 2025, and December 31, 2024, were $281,729 and $292,132 , respectively.
17
Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
5.Leases
Operating Leases
Company as a lessee
The Company enters into operating leases in the normal course of business, primarily for office space. As of September 30, 2025, the Company had five operating leases with remaining lease terms of less than one year to 2.5 years.
In conjunction with one of the operating leases, the Company secured a letter of credit which has a balance of $605 and $605 , as of September 30, 2025, and December 31, 2024, the balance is recorded as “Restricted cash” on the condensed consolidated balance sheets.
Components of lease cost included in “Selling, general and administrative expenses” on the condensed consolidated statements of operations are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Short-term lease cost | |||||||||||||||||||||||
| Sublease income | ( | ( | ( | ( | |||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | |||||||||||||||||||
Supplemental cash flow information related to the lease is as follows:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | |||||||||
| Right-of-use assets obtained in exchange for lease liabilities: | |||||||||||
| New operating leases entered into during the period | $ | $ | |||||||||
| Operating lease modification | |||||||||||
| $ | $ | ||||||||||
Supplemental balance sheet information related to the lease is as follows:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Assets: | |||||||||||
| Right-of-use assets | $ | $ | |||||||||
| Liabilities: | |||||||||||
| $ | $ | ||||||||||
| Lease liability, long-term portion | |||||||||||
| Total operating lease liabilities | $ | $ | |||||||||
| Weighted average remaining operating lease term (years) | |||||||||||
| Weighted average operating lease discount rate | |||||||||||
18
Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
The Company’s lease does not provide a readily determinable implicit discount rate. The Company estimates its incremental borrowing rate as the discount rate based on the information available at lease commencement. Future maturities of lease liabilities are as follows:
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
| Total lease payments | $ | ||||
| Less: imputed interest | ( | ||||
| Total lease liabilities | $ | ||||
There were no leases with residual value guarantees or executed leases that had not yet commenced as of September 30, 2025.
Company as a lessor
The Company is a sublessor on one operating lease that expires in April 2026.
Future non-cancelable rent payments from the Company's sublease tenant are as follows:
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| Thereafter | |||||
| $ | |||||
6.Warrant Liabilities
In connection with Tiga’s initial public offering, Tiga issued: (i) 18,560,000 private placement warrants (“Private Warrants”) to its sponsor, Tiga Sponsor LLC (the “Sponsor”); and (ii) sold 13,800,000 public warrants. In connection with the reverse recapitalization treatment of the Business Combination, the Company effectively issued 37,360,000 warrants to purchase shares of Grindr’s common stock, which included 13,800,000 public warrants, 18,560,000 Private Warrants, 2,500,000 redeemable warrants (“Forward Purchase Warrants”) issued pursuant to the Second Amended and Restated Forward Purchase Agreement, dated May 9, 2022, by and between Tiga and the Sponsor (“FPA”), and 2,500,000 redeemable warrants issued pursuant to a backstop commitment under the FPA (“Backstop Warrants”). The Forward Purchase Warrants and the Backstop Warrants have the same terms and are in the same form as the public warrants (as such, are collectively referred to as the “Public Warrants” and, together with the Private Warrants, the “Warrants”).
On January 23, 2025, the Company provided notice to the registered holders of its outstanding Warrants that the Company would redeem the Warrants at a redemption price of $0.10 per Warrant at 5:00 p.m. New York City time on February 24, 2025 (the “Redemption Date”). In connection with the redemption, Warrant holders were entitled to exercise their Warrants until 5:00 p.m. New York City time on the Redemption Date, either (i) for cash, at an exercise price of $11.50 per share of common stock; or (ii) on a “cashless basis” in which case, the holder would receive 0.361 shares of common stock per Warrant, which number was determined in accordance with the terms of the warrant agreement governing the terms of the Warrants and based on the Redemption Date and the volume-weighted average price of the common stock for the trading days immediately following the date on which the notice of redemption was sent to registered holders of outstanding Warrants.
Subsequent to the Company's announcement that it would redeem all of the outstanding Warrants, and prior to the conclusion of the redemption notice period at 5:00 p.m. New York City time on the Redemption Date, an aggregate of: (i) 9,469,634 Warrants were exercised on a cashless basis in exchange for the issuance of 3,418,518 shares of common stock; and (ii) 27,315,105 Warrants were exercised for cash in exchange for the issuance of an aggregate of 27,315,105
19
Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
shares of common stock at an exercise price of $11.50 per share, for aggregate cash proceeds to the Company of $314,124 . At the conclusion of the redemption notice period on the Redemption Date, the remaining 575,086 Warrants issued and outstanding were redeemed at a price of $0.10 per Warrant for aggregate cash payment from the Company of $58 . The Public Warrants were delisted from the New York Stock Exchange (“NYSE”) pursuant to a Form 25 filed on February 24, 2025, by the NYSE.
The Warrants were remeasured to their fair value on each exercise date or on Redemption Date if the Warrants remained unexercised. The change in fair value for the nine months ended September 30, 2025, was a gain of $9,905 . The change in fair value for the three and nine months ended September 30, 2024, was a loss of $8,219 and $45,579 , respectively. The change in fair value is recognized in the condensed consolidated statements of operations. There were no outstanding Warrants since the Redemption Date.
7.Stockholders’ Equity (Deficit)
Stock Repurchase Program
In March 2025, the Company’s Board of Directors (the “Board”) authorized a stock repurchase program to allow for the repurchase of up to $500,000 of shares of the Company’s common stock for the period from March 7, 2025, to March 6, 2027 (the “Stock Repurchase Program”). During the three months ended September 30, 2025, the Company repurchased and retired 9,133,332 shares of the Company’s common stock for an aggregate purchase price of $156,379 , which equates to an average price of $17.12 per share. During the nine months ended September 30, 2025, the Company repurchased and retired 25,129,289 shares of the Company’s common stock for an aggregate purchase price of $450,506 , which equates to an average price of $17.93 per share. As of September 30, 2025, the Company had an aggregate of $49,494 authorized and remaining under the Stock Repurchase Program.
The Company may repurchase shares of the Company’s common stock in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The amount and timing of any repurchases will depend on a number of factors including the price and availability of the Company's common stock, trading volume, and general market conditions.
Treasury Stock
During the third quarter of 2025, the Board determined that all previously recognized net settlement of equity awards should be recognized to additional paid-in capital. The Company adjusted treasury stock to additional paid-in capital in the condensed consolidated statements of stockholders’ equity (deficit) and the condensed consolidated balance sheets to give effect to the change.
8.Stock-based Compensation
2022 Plan
Executive Incentive Awards – Market condition awards – Liability-classified awards
Certain restricted stock unit (“RSU”) awards granted by the Company are subject to market conditions. These market condition awards are issued upon the achievement (at varying levels) of certain market capitalization thresholds. The Company has an obligation to issue a variable number of shares based on a fixed dollar value divided by the volume weighted-average price per share of the Company’s common stock for a 90 -day period preceding each market capitalization achievement date. These awards are liability-classified and require fair value remeasurement at the end of each reporting period.
During the first quarter of 2025, the Company issued RSUs to certain executives upon the achievement of a certain market capitalization threshold. Upon achievement of that market capitalization threshold, the Company issued an aggregate of 228,785 fully vested RSUs to the executives with a total fair value of $4,173 .
During the first quarter of 2025, a market condition award of the Company's Chief Executive Officer was modified to lower a certain market capitalization threshold and establish a date for the modified market capitalization threshold to be met, unless extended by the Compensation Committee of the Board (“Compensation Committee”) prior to such date. This award is remeasured to its fair value at the end of each reporting period.
20
Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
During the second quarter of 2025, the Company issued RSUs to certain executives upon the achievement of a certain market capitalization threshold. Upon achievement of that market capitalization threshold, the Company issued an aggregate of 208,099 fully vested RSUs to the executives with a total fair value of $4,990 .
No other market condition awards were granted or forfeited during the three and nine months ended September 30, 2025.
The Company used the Monte Carlo simulation model to value the liability-classified awards. The key inputs into the Monte Carlo simulation as of September 30, 2025, and December 31, 2024, were as follows:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Expected term (in years) | |||||||||||
Expected stock price volatility (1) | % | ||||||||||
Risk-free interest rate (2) | % | ||||||||||
Expected dividend yield (3) | % | % | |||||||||
(1)Expected volatility is based on a blend of historical volatility observed for a publicly traded peer group and the Company’s specific volatility over a period equivalent to the expected term of the awards.
(2)The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the awards.
(3)The Company has not historically paid any cash dividends on its common stock.
Key Performance Indicator (“KPI”) awards
KPI awards will be issued upon the satisfaction of certain KPIs as determined annually by the Board. The Company has an obligation to issue a variable number of shares based on a fixed dollar value divided by the volume weighted-average price per share of the Company’s common stock for a 90 -day period preceding the issue date. The issue date shall occur no later than 120 days after the end of the applicable year. These awards are liability-classified and require fair value remeasurement at the end of each reporting period. The fair value of the KPI awards is based on the fixed dollar amount that is probable of being paid.
During the first quarter of 2024, the Compensation Committee approved KPI awards and measurement frameworks related to the fiscal year ending December 31, 2024. In March 2025, the Compensation Committee determined that as of December 31, 2024, such KPIs were achieved. A total of 238,400 shares were issued in the first quarter of 2025 with a total fair value of $3,609 . Stock-based compensation expense of $526 related to the service provided through to the date of issuance was recorded in “Selling, general and administrative expense” on the condensed consolidated statements of operations.
During the second quarter of 2025, the Compensation Committee approved KPI awards and measurement frameworks related to the fiscal year ending December 31, 2025. As of September 30, 2025, the liability was measured based on a probability weighted approach and $2,664 was accrued and recorded in “Other non-current liabilities” in the condensed consolidated balance sheets. For the three and nine months ended September 30, 2025, stock-based compensation expense of $1,766 and $2,664 , respectively, related to the service provided from the grant date through September 30, 2025 were recorded in “Selling, general and administrative expense” on the condensed consolidated statements of operations.
21
Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
Time-based awards activity
The following table summarizes the unvested time-based RSU activity during the nine months ended September 30, 2025:
| Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding at December 31, 2024 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | ( | $ | |||||||||
| Forfeited or expired | ( | $ | |||||||||
| Outstanding at September 30, 2025 | $ | ||||||||||
Executive awards modification
During the third quarter of 2025, the former chief financial officer of the Company entered into a transition agreement with the Company, pursuant to which she agreed to remain as an employee until March 31, 2026 and continue performing her responsibilities as an officer until a replacement was appointed by the Company. In connection with the transition, the vesting of certain time-based RSU awards will be accelerated if the former chief financial officer remains employed through March 31, 2026, complies with her obligations, including under the transition agreement, through such date; and signs a general release of claims. The Company recognizes expense measured as the fair value of the modified award on a straight-line basis over the requisite service period.
The former chief financial officer of the Company was transitioned to a senior advisor role upon the Board’s appointment of a new chief financial officer on September 30, 2025, effective October 1, 2025. The Company determined that there was no substantive service remaining for the modified awards upon the appointment of the new chief financial officer. As such, the Company recognized all of the incremental stock-based compensation of the modified award, amounting to $1,476 , during the three months ended September 30, 2025.
Furthermore, the Company determined that certain time-based RSU awards were modified as a result of the transition and no substantive service remained for these time-based RSU awards. As such, the Company recognized the incremental stock-based compensation on these awards, amounting to $642 , during the three months ended September 30, 2025.
2020 Plan
Stock options
The following table summarizes the stock option activity for the nine months ended September 30, 2025:
| Number of Options | Weighted Average Exercise Price | ||||||||||
| Outstanding at December 31, 2024 | $ | ||||||||||
| Exercised | ( | $ | |||||||||
| Forfeited or expired | ( | $ | |||||||||
| Outstanding at September 30, 2025 | $ | ||||||||||
22
Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
Stock-based compensation information
The following table summarizes stock-based compensation expenses for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Selling, general and administrative expenses | $ | $ | $ | $ | |||||||||||||||||||
| Product development expenses | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
9.Income Tax
In determining the quarterly provisions for income taxes, the Company uses the estimated annual effective tax rate applied to the actual year-to-date income (loss), adjusted for discrete items arising in that quarter. In addition, the effect of changes in enacted tax laws or rates and tax status is recognized in the interim period in which the change occurs.
The computation of the estimated annual effective rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (loss) for the year, projections of the proportion of income (and/or loss) earned, and tax in foreign jurisdictions and permanent and temporary differences. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained, or the Company’s tax environment changes. To the extent that the estimated annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in the income tax provision in the quarter in which the change occurs.
On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. While the OBBBA did not have a significant impact on the Company’s total tax provision as of September 2025, the Company is still evaluating the Company’s position on the elective provisions of the law and the potential impacts of those elections on the condensed consolidated financial statements.
23
Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
10.Net Income (Loss) Per Share
The following table sets forth the computation of basic and diluted income (loss) per share:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Gain on fair value of warrant liabilities | — | ( | ( | — | |||||||||||||||||||
Net income (loss) adjusted for gain on fair value of warrant liabilities | $ | $ | $ | $ | ( | ||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
Basic weighted average shares of common stock outstanding | |||||||||||||||||||||||
Diluted effect of stock-based awards | |||||||||||||||||||||||
| Diluted effect of warrants | |||||||||||||||||||||||
Diluted effect of market condition equity awards | |||||||||||||||||||||||
Diluted effect of KPI awards | |||||||||||||||||||||||
Diluted weighted average shares of common stock outstanding | |||||||||||||||||||||||
| Net income (loss) per share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ( | ||||||||||||||||||
| Diluted | $ | $ | $ | $ | ( | ||||||||||||||||||
The following table presents the potential shares that are excluded from the computation of diluted net income (loss) per share and income (loss) per share for the periods presented because including them would have had an anti-dilutive effect:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Stock options issued under 2020 Plan | |||||||||||||||||||||||
| Time-based RSUs | |||||||||||||||||||||||
| Warrants | |||||||||||||||||||||||
11.Fair Value Measurements
The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:
| September 30, 2025 | |||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
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Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
| December 31, 2024 | |||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
U.S. treasury bills | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Common stock warrant liabilities | $ | $ | $ | $ | |||||||||||||||||||
Money market funds and U.S. treasury bills
The money market funds and U.S. treasury bills are classified within Level 1 as these securities are traded on an active public market.
Common stock warrant liabilities
The Warrants were accounted for as a liability in accordance with ASC Topic 815, Derivatives and Hedging (see Note 6). The warrant liability was measured at fair value upon assumption and on a recurring basis, with changes in fair value presented in the condensed consolidated statements of operations.
The Company used Level 1 inputs for valuing the Public Warrants and Level 2 inputs for valuing the Private Warrants. The Private Warrants are substantially similar to the Public Warrants, but not directly traded or quoted on an active market. See Note 6 for additional information on the Company's Warrants.
The following table presents the changes in the fair value of warrant liability:
| Total Warrant Liability | |||||||||||||||||
| Fair value as of December 31, 2024 | $ | ||||||||||||||||
| Change in fair value of warrant liability | ( | ||||||||||||||||
| Exercise and redemption of Warrants | ( | ||||||||||||||||
| Fair value as of September 30, 2025 | $ | ||||||||||||||||
12.Related Parties
Warrants redemption
In connection with the Company’s redemption of Warrants as discussed in Note 6, two members of the Board exercised an aggregate of 15,984,566 Warrants, of which, (i) 1,336,124 Warrants were exercised on a cashless basis in exchange for the issuance of 482,340 shares of common stock; and (ii) 14,648,442 Warrants were exercised for cash in exchange for the issuance for an aggregate of 14,648,442 shares of common stock at an exercise price of $11.50 per share, for aggregate cash proceeds to the Company of $168,467 .
Governance
25
Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
13.Commitments and Contingencies
Litigation
From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As of September 30, 2025, amounts accrued for contingent losses were not material to its financial position.
Norway Matter
In January 2021, the Norwegian Data Protection Authority (“NDPA”) sent Grindr LLC, a wholly owned subsidiary of the Company, an “Advance notification of an administrative fine” of 100,000 NOK (the equivalent of approximately $10,014 using the exchange rate as of September 30, 2025) for an alleged infringement of the General Data Protection Regulation (“GDPR”). The NDPA alleged that (i) Grindr LLC disclosed personal data to third party advertisers without a legal basis in violation of Article 6(1) GDPR and (ii) Grindr LLC disclosed special category personal data to third party advertisers without a valid exemption from the prohibition in Article 9(1) GDPR. Grindr LLC contested the draft findings and fine.
In December 2021, the NDPA issued a reduced administrative fine against Grindr LLC in the amount of 65,000 NOK (the equivalent of approximately $6,520 using the exchange rate as of September 30, 2025). Grindr LLC filed an appeal with the NDPA. On November 24, 2022, Grindr Group and Kunlun Grindr Holdings Limited (“Kunlun”) entered into an escrow agreement providing for Grindr Group’s access to $6,500 of funds for the total amount payable, if any, by Grindr LLC following Grindr LLC’s appeal of the NDPA's decision to the NDPA and, as applicable to the Norwegian Privacy Appeals Board (the “NPAB”).
On December 7, 2022, the NDPA upheld the reduced administrative fine against Grindr LLC and the appeal was sent to the NPAB for further consideration. On September 29, 2023, the NPAB issued its decision to uphold the NDPA's decision and fine of 65,000 NOK. On October 10, 2023, Grindr Group received $5,929 from the escrow account with Kunlun, (the equivalent of approximately 65,000 NOK using the exchange rate as of October 3, 2023). On July 1, 2024, the Oslo District Court upheld the prior decision and ordered Grindr to pay the government attorneys fees of approximately $50 . On October 21, 2025, the Norwegian Appeals Court issued its decision, rejecting Grindr’s appeal of the Oslo District Court’s prior ruling and upholding the administrative fine of 65,000 NOK (the equivalent of approximately $6,520 using the exchange rate as of September 30, 2025). The Court of Appeal affirmed the findings of both the District Court and the Norwegian Privacy Appeal Board on all material points. Grindr has a one-month period, starting October 21, 2025, to lodge an appeal before the Supreme Court of Norway.
Israeli Class Action
In December 2020, Grindr LLC was named in a statement of claim and petition for certification of a class action in Israel (Israeli Central District Court). The statement of claims generally alleges that Grindr LLC violated users’ privacy by sharing information with third parties without their explicit consent and seeks various forms of monetary, declaratory, and injunctive relief, in addition to certification as a class action. After various filings, the parties reached a settlement in February 2025, which was approved by the court in July 2025, to which the class or the Israeli Attorney General have until late November 2025 to object.
UK Group Action
On April 15, 2025, the Company and Grindr LLC were served with proceedings in the English Court, which proceedings were originally issued in April 2024, brought by a UK law firm on behalf of 10,080 alleged Grindr users from a period between 2009 and 2020 alleging unlawful processing of their personal data in breach of UK data protection laws and misuse of their private information. On April 24, 2025, the UK law firm notified the Company and Grindr LLC that a second claim had been issued making identical claims on behalf of further Grindr users. The UK law firm has since confirmed that the second claim has been brought on behalf of 1,964 alleged users. By agreement, the first claim against
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Grindr Inc. and subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(in thousands, except per share amounts and share data)
the Company has been dismissed and the proceedings continue only against Grindr LLC. The second claim was served on Grindr LLC on October 17, 2025. At this time, it is too early to determine the likely outcome of these claims.
14.Subsequent Events
On September 30, 2025, the Board appointed Mr. John North to serve as the Company’s chief financial officer, effective October 1, 2025. On October 1, 2025, the Compensation Committee granted certain time-based RSUs to and approved certain KPI and market condition arrangements with Mr. North.
On October 24, 2025, the Special Committee of the Board received a non-binding, unsolicited take-private proposal from shareholders G. Raymond Zage, III and James Fu Bin Lu, who beneficially own, together with their affiliated entities, more than 60.0 % of the outstanding shares of the Company’s common stock, to acquire all of the outstanding shares of the Company for $18.00 per share in cash. The Board has formed a Special Committee comprised of disinterested and independent directors in response to interest expressed by the proposing shareholders in exploring a possible transaction.
On November 5, 2025, James Fu Bin Lu notified the Company of his resignation, effective immediately, from the Board.
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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 and elsewhere in this Quarterly Report on Form 10-Q, particularly in “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 15.1 million Average MAUs and 1.3 million Average Paying Users for the three months ended September 30, 2025, as compared to 14.6 million Average MAUs and 1.1 million Average Paying Users for the three months ended September 30, 2024. We had 14.9 million Average MAUs and 1.2 million Average Paying Users for the nine months ended September 30, 2025, as compared to 14.1 million Average MAUs and 1.1 million Average Paying Users for the nine months ended September 30, 2024. Through gayborhood expansion initiatives, we are developing new products for users to engage with 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 83.2% and 86.1% of total revenue for the three months ended September 30, 2025 and 2024, respectively, and 83.9% and 85.5% of total revenue for the nine months ended September 30, 2025 and 2024, 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 16.8% and 13.9% of total revenue for the three months ended September 30, 2025 and 2024, respectively, and 16.1% and 14.5% of total revenue for the nine months ended September 30, 2025 and 2024, 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 $115.8 million and $89.3 million of revenue for the three months ended September 30, 2025 and 2024, respectively, and we generated $313.9 million and $247.0 million of revenue for the nine months ended September 30, 2025 and 2024, respectively, representing a period-over-period growth of 29.7% and 27.1% as compared to the three-month and nine-month periods in 2024, respectively.
We had 1.3 million and 1.1 million Average Paying Users, for the three months ended September 30, 2025 and 2024, respectively, and we had 1.2 million and 1.1 million Average Paying Users, for the nine months ended September 30, 2025 and 2024, respectively, representing a period-over-period growth of 16.9% and 16.5% as compared to the three-month and nine-month periods in 2024, 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 to the registered holders of our outstanding warrants that we would redeem the warrants at a redemption price of $0.10 per warrant at 5:00 p.m. New York City time on February 24, 2025 (the “Redemption Date”). In connection with the redemption, warrant holders were entitled to exercise their warrants until 5:00 p.m. New York City time on the Redemption Date, either (i) for cash, at an exercise price of $11.50 per share of common stock; or (ii) on a “cashless basis” in which case, the holder would receive 0.361 shares of common stock per warrant, which number was determined in accordance with the terms of the warrant agreement governing the terms of the warrants and based on the Redemption Date and the volume-weighted average price of the common stock for the ten trading days immediately following the date on which the notice of redemption was sent to registered holders of outstanding warrants.
After our announcement that we would redeem all of our outstanding warrants, and prior to the conclusion of the redemption notice period at 5:00 p.m. New York City time on the Redemption Date, an aggregate of: (i) 9,469,634 warrants were exercised on a cashless basis in exchange for the issuance of 3,418,518 shares of common stock; and (ii) 27,315,105 warrants were exercised for cash for an aggregate of 27,315,105 shares of common stock at an exercise price of $11.50 per share, for aggregate cash proceeds to us of $314.1 million. At the conclusion of the redemption notice period on the Redemption Date, the remaining 575,086 warrants issued and outstanding were redeemed at a price of $0.10 per warrant for aggregate cash payment from the Company of $0.1 million. The public warrants were delisted from the New York Stock Exchange pursuant to a Form 25 filed 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, and a hearing commenced in May 2025 and is currently ongoing, the hearing is expected to continue through November 2025. 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 Three Months Ended September 30, 2025 and 2024
For the three months ended September 30, 2025 and 2024, we generated:
•Revenue of $115.8 million and $89.3 million, respectively. The increase for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, was $26.5 million, or 29.7%.
•Net income of $30.8 million and $24.7 million, respectively. The increase for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, was $6.1 million, or 24.7%. This resulted in a net income margin of 26.6% and 27.6%, respectively.
•Adjusted EBITDA of $54.8 million and $40.1 million, respectively. The increase for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, was $14.7 million, or 36.7%. This resulted in an Adjusted EBITDA margin of 47.4% and 44.9%, respectively. See “—Non-GAAP Financial Measures—Adjusted EBITDA” below for more details on the calculations and reconciliations.
Consolidated Results for Nine Months Ended September 30, 2025 and 2024
For the nine months ended September 30, 2025 and 2024, we generated:
•Revenue of $313.9 million and $247.0 million, respectively. The increase for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was $66.9 million, or 27.1%.
•Net income of $74.5 million and net loss of $7.1 million, respectively. The change for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was $81.6 million, or 1149.3%. This resulted in a net income margin of 23.7% and net loss margin 2.9%, respectively.
•Adjusted EBITDA of $140.7 million and $108.7 million, respectively. The increase for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was $32.0 million, or 29.4%. This
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resulted in an Adjusted EBITDA margin of 44.8% and 44.0%, respectively. See “—Non-GAAP Financial Measures—Adjusted EBITDA” below for more details on the calculations and reconciliations.
Operating and Financial Metrics
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
(in thousands, except ARPPU and ARPU) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Key Operating Metrics | |||||||||||||||||||||||
| Average Paying Users | 1,299 | 1,111 | 1,231 | 1,057 | |||||||||||||||||||
Average Monthly Active Users (“Average MAUs”) | 15,141 | 14,554 | 14,872 | 14,103 | |||||||||||||||||||
| Average Paying User Penetration | 8.6 | % | 7.6 | % | 8.3 | % | 7.5 | % | |||||||||||||||
Average Direct Revenue per Average Paying User (“ARPPU”) | $ | 24.70 | $ | 23.07 | $ | 23.76 | $ | 22.20 | |||||||||||||||
Average Total Revenue per User (“ARPU”) | $ | 2.55 | $ | 2.05 | $ | 2.35 | $ | 1.95 | |||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Key Financial and Non-GAAP Metrics(1) | |||||||||||||||||||||||
| Revenue | $ | 115,766 | $ | 89,325 | $ | 313,924 | $ | 247,015 | |||||||||||||||
| Direct revenue | $ | 96,346 | $ | 76,907 | $ | 263,371 | $ | 211,203 | |||||||||||||||
| Indirect revenue | $ | 19,420 | $ | 12,418 | $ | 50,553 | $ | 35,812 | |||||||||||||||
| Net income (loss) | $ | 30,834 | $ | 24,681 | $ | 74,491 | $ | (7,149) | |||||||||||||||
| Net income (loss) margin | 26.6 | % | 27.6 | % | 23.7 | % | (2.9) | % | |||||||||||||||
| Adjusted EBITDA | $ | 54,826 | $ | 40,144 | $ | 140,722 | $ | 108,696 | |||||||||||||||
| Adjusted EBITDA Margin | 47.4 | % | 44.9 | % | 44.8 | % | 44.0 | % | |||||||||||||||
| Net cash provided by operating activities | $ | 55,449 | $ | 29,125 | $ | 116,760 | $ | 65,424 | |||||||||||||||
| Operating cash flow conversion | 179.8 | % | 118.0 | % | 156.7 | % | (915.1) | % | |||||||||||||||
| Free cash flow | $ | 51,243 | $ | 27,882 | $ | 111,046 | $ | 61,337 | |||||||||||||||
| Free cash flow conversion | 93.5 | % | 69.5 | % | 78.9 | % | 56.4 | % | |||||||||||||||
(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 Penetration is a useful metric for assessing the overall health of our business.
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•ARPPU. We calculate Average Direct Revenue Per Paid User (“ARPPU”) based on Direct Revenue in any measurement period, divided by Average Paying Users in such a period and then divided by the number of months in the period. We believe ARPPU is a useful metric for assessing the growth of our business and future revenue trends.
•ARPU. We calculate Average Total Revenue Per User (“ARPU”) based on total revenue in any measurement period, divided by our Average MAUs in such a period divided by the number of months in the period. We believe ARPU is a useful metric for assessing the growth of our business and future revenue trends.
Key Factors Affecting Our Performance
Our results of operations and financial condition have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended.
Growth in User Base and Paying Users
We acquire new users through investments in generating brand awareness, as well as through word of mouth from existing users and others. We convert these users to Paying Users by offering premium features that maximize the probability of developing meaningful connections, improve the user experience, and provide more control over the experience. For the three months ended September 30, 2025 and 2024, our Average Paying Users were 1.3 million and 1.1 million, respectively, representing an increase of 16.9% period-over-period. We grow Paying Users by acquiring new users and converting new and existing users to purchasers of one of our subscription plans or our add-on offerings. As we scale and our community grows larger, we seek to facilitate more meaningful interactions as a result of the wider selection of potential connections. This in turn increases our product value and can increase conversion to one of our paid products. Our revenue growth depends on growth in Paying Users. While we believe we are in the early days of our opportunity, at some point we may face challenges increasing our Paying Users, including competition from alternative products and services and lower adoption of certain product features.
Growth in ARPPU
We continually work to develop new monetization features and improve existing features in order to increase adoption of premium add-ons and our subscription programs. Many variables will impact our ARPPU, including paid product mix, the geographic location of Paying Users, and the revenue generated from subscription versus premium add-on revenue. Our pricing is in local currency and may vary between markets. As foreign currency exchange rates fluctuate, transactions carried out in foreign currencies other than the U.S. dollar could negatively impact revenue and distort year-over-year comparability of operating results. To the extent our ARPPU growth slows, our revenue growth will become increasingly dependent on our ability to increase our Average Paying Users.
Investing in Growth While Driving Long-Term Profitability
Key investment areas for us include continuing to expand and enhance our team as well as enhancing our platform and increasing the value we provide our users. Part of our efforts are focused on introducing new products, improving pricing and packaging, and localizing our products in international markets. We are also harnessing artificial intelligence and machine learning, which we refer to as AI/ML, along with prioritizing security and privacy, and improving matching capabilities for successful connections. As part of these ongoing efforts, we are building a full-stack technical foundation that we refer to as Grindr AI (“gAI”), consisting of a data model layer, technical architecture layer, and a consumer application layer, in order to deliver a differentiated, high-impact user experience.
Attracting and Retaining Talent
Our business relies on our ability to attract and retain talent, including, but not limited to, engineers, data scientists, product designers and product managers. As of September 30, 2025, we had 151 employees globally, 148 of which were full-time employees. In 2025, we continue to expand and enhance our team with new employees and contractors. In doing so, we significantly grew the size of our engineering team, including the expansion of a dedicated contractor team in Colombia. We will continue to selectively supplement immediate capacity and product development needs with contractors, particularly in supporting our engineering function. By building a performance-driven culture, we want to unleash Grindr’s and each of our employees’ full potential. We intend to continue to focus on adding talent at a measured pace, especially in applied science, data engineering, and artificial intelligence and machine learning. We believe that many people want to work at a company committed to creating a world that is fair, equal, and just for the global LGBTQ community and that aligns with their personal values, and therefore our ability to recruit and retain talent is aided by our mission and brand reputation. We compete for talent within the technology industry.
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Factors Affecting the Comparability of Our Results
Temporary variability and general advertising demand
Our ability to maintain consistently high advertiser demand for our platform can be affected by temporary trends in advertisers’ appetites to engage with our users or our brand. For example, events that result in temporary positive or negative publicity for our company, even if unfounded, may play a significant role in our advertisers’ desire to continue to advertise on our platform. Further, general economic conditions may lead to changes in advertising spending in general, which could have a significant impact on our results of operations. Such fluctuations in advertising demand are often unpredictable and likely temporary, but nevertheless could have a significant impact on the financial condition of our business.
Return-to-Office
In 2023, our leadership team announced a transition to a hybrid work model involving a multi-phase return-to-office plan (“RTO Plan”) beginning in the fall of 2023, which was largely completed by January 2024 and was fully concluded by April 30, 2025. Our hybrid work model requires employees to work two days per week in offices where their respective teams are based. The RTO Plan provided employees with a one-time relocation package to support relocation if necessary, or separation packages for employees who chose not to relocate or participate in our RTO Plan.
International market pricing and changes in foreign exchange rates
The Grindr platform has MAUs in over 190 countries and territories. Our international revenue represents 42.9% and 43.1% of total revenue for the three months ended September 30, 2025 and 2024, respectively. We vary our pricing to align with relative value to local purchasing power and competitors. Our international business typically earns revenue in local currencies. In addition, some of the platforms we work with utilize internally generated foreign exchange rates that may differ from other foreign exchange rates, which could impact our results of operations.
Key Components of Our Results of Operations
Revenue
We currently generate revenue from two revenue streams — direct revenue and indirect revenue. Direct revenue is revenue generated by our users who pay for subscriptions or premium add-ons to access premium features. Indirect revenue is generated by third parties who pay us to advertise to our users. As we continue to expand our revenue streams, we anticipate increasing monetization from premium add-ons and subscription offerings, contributing to an increase in direct revenue over time, and increasing our advertising inventory, contributing to an increase in indirect revenue over time.
Direct Revenue. Direct revenue is reported gross of distribution fees for subscriptions and premium add-ons as we are the primary party obligated in our transactions with customers, and we act as the principal. Our subscription revenue is generated through the sale of subscriptions that are currently offered or renewed in one-week, one-month, three-month, six-month and twelve-month periods. Customers pay in advance, primarily through mobile app stores, including Apple and Google Play, and, subject to certain conditions identified in the Company’s terms and conditions, generally all purchases are final and nonrefundable. Subscription revenues are recognized ratably over the term of the subscription. Premium add-on revenue is generated through the sale of an add-on feature on a pay-per-use, or a-la-carte, basis. Premium features are activated upon purchase and are available to use by the customer for a short duration, generally, within one day. Revenue from premium add-ons is recognized upon usage of the premium add-on. Direct revenue is recorded net of taxes, credits, and chargebacks.
Indirect Revenue. Indirect revenue primarily consists of revenue generated by third parties who pay us to advertise to our users. We provide advertisers with the opportunity to target and 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, gaming, travel, entertainment, and consumer goods. We offer a diverse range of advertising opportunities to advertisers, such as in-app banners, full-screen interstitials, and other customized units, typically on a CPM basis. Revenue from advertising transactions with advertising service providers is recognized net of the amounts retained by the advertising service provider as we do not know and expect not to know the gross amount paid by advertisers.
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Cost of revenue and operating expenses
Cost of revenue. Cost of revenue consists primarily of the distribution fees we pay to Apple and Google Play, infrastructure costs associated with supporting the Grindr platform, which stem largely from our use of Amazon Web Services, and costs associated with content moderation, which involve ensuring that users are complying with our community standards.
Selling, general and administrative expenses. Selling, general and administrative expenses consists primarily of compensation and other employee-related costs, professional fees, sales and marketing expenditures, and general and administrative expenses, including facilities, insurance, and information technology support. We plan to continue efforts to attract new users, retain existing users and increase monetization of both our new and existing users, which may result in increased sales and marketing expenses in future periods.
Product development expense. Product development expense consists primarily of employee-related and contractor costs for personnel engaged in the design, development, testing, maintenance, and enhancement of product offerings, related technology, and related software costs.
Depreciation and Amortization. Depreciation is primarily related to computers, equipment, and leasehold improvements. Amortization is primarily related to capitalized software development costs and acquired definite-lived intangible assets (customer relationships, technology, etc.).
Other income (expense)
Interest expense, net. Interest expense, net consists of interest expense incurred in connection with our long-term debt and revolving credit facility net of interest earned on cash and cash equivalents including money market funds and U.S. treasury bills.
Other (expense) income, net. Other (expense) income, net consists of realized and unrealized exchange rate gains or losses.
Gain (loss) in fair value of warrant liability. Gain (loss) in fair value of warrant liability represents the change in fair value of our public and private warrants. As the private warrants are substantially similar to the public warrants, all of the warrants are remeasured from the publicly traded quotes from the active market. In February 2025, we completed the redemption of all outstanding public and private warrants.
Income tax provision
Income tax provision represents the income tax expense associated with our operations based on the tax laws of the jurisdictions in which we operate. Our effective tax rates will vary depending on changes in the valuation of our deferred tax assets and liabilities, fluctuations in permanent differences, and changes in tax laws.
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Results of Operations
Three and Nine Months Ended September 30, 2025 Compared to Three and Nine Months Ended September 30, 2024
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | 2025 | % of Total Revenue | 2024 | % of Total Revenue | 2025 | % of Total Revenue | 2024 | % of Total Revenue | |||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 115,766 | 100.0 | % | $ | 89,325 | 100.0 | % | $ | 313,924 | 100.0 | % | $ | 247,015 | 100.0 | % | |||||||||||||||||||||||||||||||
| Operating costs and expenses | |||||||||||||||||||||||||||||||||||||||||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 28,919 | 25.0 | % | 22,915 | 25.7 | % | 80,869 | 25.8 | % | 63,534 | 25.7 | % | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expense | 29,256 | 25.3 | % | 24,976 | 28.0 | % | 95,953 | 30.6 | % | 76,387 | 30.9 | % | |||||||||||||||||||||||||||||||||||
| Product development expense | 11,088 | 9.6 | % | 8,806 | 9.9 | % | 34,316 | 10.9 | % | 22,301 | 9.0 | % | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 1,262 | 1.1 | % | 4,241 | 4.7 | % | 7,807 | 2.5 | % | 12,595 | 5.1 | % | |||||||||||||||||||||||||||||||||||
| Total operating expenses | 70,525 | 60.9 | % | 60,938 | 68.2 | % | 218,945 | 69.7 | % | 174,817 | 70.8 | % | |||||||||||||||||||||||||||||||||||
| Income from operations | 45,241 | 39.1 | % | 28,387 | 31.8 | % | 94,979 | 30.3 | % | 72,198 | 29.2 | % | |||||||||||||||||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | (4,668) | (4.0) | % | (6,400) | (7.2) | % | (12,107) | (3.9) | % | (20,254) | (8.2) | % | |||||||||||||||||||||||||||||||||||
| Other (expense) income, net | (654) | (0.6) | % | 68 | 0.1 | % | 4 | — | % | (276) | (0.1) | % | |||||||||||||||||||||||||||||||||||
| Gain (loss) in fair value of warrant liability | — | — | % | 8,219 | 9.2 | % | 9,905 | 3.2 | % | (45,579) | (18.5) | % | |||||||||||||||||||||||||||||||||||
| Total other income (expense), net | (5,322) | (4.6) | % | 1,887 | 2.1 | % | (2,198) | (0.7) | % | (66,109) | (26.8) | % | |||||||||||||||||||||||||||||||||||
| Net income before income tax | 39,919 | 34.5 | % | 30,274 | 33.9 | % | 92,781 | 29.6 | % | 6,089 | 2.5 | % | |||||||||||||||||||||||||||||||||||
| Income tax provision | 9,085 | 7.8 | % | 5,593 | 6.3 | % | 18,290 | 5.8 | % | 13,238 | 5.4 | % | |||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 30,834 | 26.6 | % | $ | 24,681 | 27.6 | % | $ | 74,491 | 23.7 | % | $ | (7,149) | (2.9) | % | |||||||||||||||||||||||||||||||
| Net income (loss) per share | |||||||||||||||||||||||||||||||||||||||||||||||
| Basic | $ | 0.16 | $ | 0.14 | $ | 0.39 | $ | (0.04) | |||||||||||||||||||||||||||||||||||||||
| Diluted | $ | 0.16 | $ | 0.09 | $ | 0.33 | $ | (0.04) | |||||||||||||||||||||||||||||||||||||||
Revenue
Revenue for the three months ended September 30, 2025 and 2024, was $115.8 million and $89.3 million, respectively. The increase in revenue period-over-period was $26.5 million, or 29.7%.
For three months ended September 30, 2025 and 2024, direct revenue was $96.4 million and $76.9 million, respectively. The increase in direct revenue of $19.5 million, or 25.4%, was driven by the period-over-period increases in both ARPPU of $1.63 and Average Paying Users of 188 thousand. Period-over-period growth for revenue was driven by enhanced paywall optimizations and merchandising strategies, which strengthened subscription adoption across our XTRA and Unlimited tiers, and fueled continued demand for our premium add-ons. There is a continued period-over-period growth of our weekly XTRA and Unlimited subscriptions. ARPPU increased by 7.1%, or $1.63, to $24.70 for the three months ended September 30, 2025, from $23.07 for the three months ended September 30, 2024. Our ARPPU increased as a result of improved product mix, with higher revenue generated by subscription products with higher average monthly-equivalent price, such as weekly Unlimited. ARPPU increased primarily due to pricing optimization efforts, supplemented by improvements in product mix. We expanded our pricing experiments to a broader share of the subscriber base in key markets, with more purchasers choosing to shift into higher prices. For the three months ended September 30, 2025, Average Paying Users increased by 188 thousand, from 1.1 million for the three months ended September 30, 2024, to 1.3 million for the three months ended September 30, 2025.
For three months ended September 30, 2025 and 2024, indirect revenue was $19.4 million and $12.4 million, respectively. The increase in indirect revenue of $7.0 million, or 56.5%, was primarily driven by onboarding new third-party advertising partners and increased momentum in our international geographies.
Revenue for the nine months ended September 30, 2025 and 2024, was $313.9 million and $247.0 million, respectively. The increase in revenue period-over-period was $66.9 million, or 27.1%.
For nine months ended September 30, 2025 and 2024, direct revenue was $263.3 million and $211.2 million, respectively. The increase in direct revenue of $52.1 million, or 24.7%, was driven by the period-over-period increases in both ARPPU of $1.56 and Average Paying Users of 174 thousand. Period-over-period growth for revenue was driven by enhanced paywall optimizations and merchandising strategies, which strengthened subscription adoption across our XTRA
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and Unlimited tiers, and fueled continued demand for our premium add-ons. There is a continued period-over-period growth of our weekly XTRA and Unlimited subscriptions. ARPPU increased by 7.0%, or $1.56, to $23.76 for the nine months ended September 30, 2025, from $22.20 for the nine months ended September 30, 2024. Our ARPPU increased as a result of improved product mix, with higher revenue generated by subscription products with higher average monthly-equivalent price, such as weekly Unlimited. ARPPU increased primarily due to pricing optimization efforts, supplemented by improvements in product mix. We expanded our pricing experiments to a broader share of the subscriber base in key markets, with more purchasers choosing to shift into higher prices. For the nine months ended September 30, 2025, Average Paying Users increased by 174 thousand, from 1.1 million for the nine months ended September 30, 2024, to 1.2 million for the nine months ended September 30, 2025.
For nine months ended September 30, 2025 and 2024, indirect revenue was $50.6 million and $35.8 million, respectively. The increase in indirect revenue of $14.8 million, or 41.3%, was primarily driven by onboarding new third-party advertising partners and increased in momentum in our international geographies.
Cost of revenue
Cost of revenue for the three months ended September 30, 2025 and 2024, was $28.9 million and $22.9 million, respectively. The $6.0 million increase, or 26.2%, was primarily due to growth in distribution fees of $4.4 million (consistent with direct revenue growth), and increased infrastructure costs of $1.3 million.
Cost of revenue for the nine months ended September 30, 2025 and 2024, was $80.9 million and $63.5 million, respectively. The $17.4 million increase, or 27.4%, was primarily due to growth in distribution fees of $12.0 million (consistent with direct revenue growth), and increased infrastructure costs of $4.2 million.
Selling, general and administrative expense
Selling, general and administrative expense for the three months ended September 30, 2025 and 2024, was $29.3 million and $25.0 million, respectively. The $4.3 million increase, or 17.2%, was primarily due to an increase of $3.7 million in professional, legal, and contractors fees; an increase in salaries and benefits expense of $3.0 million primarily due to increased headcount; and an increase of $0.7 million in marketing expenses. This was offset by the net decrease in stock-based compensation expense of $3.2 million primarily due to the decrease in fair value of liability-classified awards.
Selling, general and administrative expense for the nine months ended September 30, 2025 and 2024, was $96.0 million and $76.4 million, respectively. The $19.6 million increase, or 25.7%, was primarily due to an increase in personnel related expenses of $10.7 million from the increased stock-based compensation expense of $5.9 million and salaries and benefits expense of $4.7 million. In addition, there was an increase of $6.4 million in professional, legal and contractors fees and an increase of $2.5 million in marketing expenses.
Product development expense
Product development expense for the three months ended September 30, 2025 and 2024, was $11.1 million and $8.8 million, respectively. The $2.3 million increase, or 26.1%, was primarily due to an increase in personnel related expenses of $1.8 million from the increased headcount, including an increase in stock-based compensation expense of $2.2 million and an increase in contractor fees of $0.7 million to support the engineering function while we continue to scale our team.
Product development expense for the nine months ended September 30, 2025 and 2024, was $34.3 million and $22.3 million, respectively. The $12.0 million increase, or 53.8%, was primarily due to an increase in contractor fees of $5.4 million to support the engineering function while we continue to scale our team and an increase in personnel related expenses of $7.3 million from the increased headcount, including an increase in stock-based compensation expense of $5.0 million.
Depreciation and amortization
Depreciation and amortization for the three months ended September 30, 2025 and 2024, was $1.3 million and $4.2 million, respectively. The $2.9 million decrease, or 69.0%, was primarily due to acquired intangibles amortization from an acquisition in June 2020. All definite-lived intangible assets from the acquisition were fully amortized in June 2025.
Depreciation and amortization for the nine months ended September 30, 2025 and 2024, was $7.8 million and $12.6 million, respectively. The $4.8 million decrease, or 38.1%, was primarily due to acquired intangibles amortization from an acquisition in June 2020. There was a $5.3 million decrease due to customer relationship intangibles that were
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amortized under an accelerated amortization schedule, with higher amounts expensed in 2024, customer relationship intangibles were fully amortized in June 2025.
Interest expense, net
Interest expense, net for the three months ended September 30, 2025 and 2024, was $4.7 million and $6.4 million, respectively. The $1.7 million decrease, or 26.6%, was primarily due to a decrease in interest expense of $1.2 million from lower interest rates and lower debt balances.
Interest expense, net for the nine months ended September 30, 2025 and 2024, was $12.1 million and $20.3 million, respectively. The $8.2 million decrease, or 40.4%, was primarily due to a decrease in interest expense of $4.6 million from lower interest rates and lower debt balances. Additionally, the decrease is due to an increase of interest income of $3.6 million primarily from an increased balance in our investment in U.S. treasury bills.
Other income (expense), net
Other income (expense), net for the three months ended September 30, 2025 and 2024, was expense of $0.7 million and income of $0.1 million, respectively.
Other income (expense), net for the nine months ended September 30, 2025 and 2024, was income of $4 thousand and expense of $0.3 million, respectively.
Gain (loss) in fair value of warrant liability
Gain (loss) in fair value of warrant liability represents the change in the fair value of our warrants between each reporting period or upon the exercise and redemption of our warrants. In February 2025, we completed the redemption of all outstanding warrants.
Income tax provision
Income tax provision for the three months ended September 30, 2025 and 2024, was $9.1 million and $5.6 million, respectively. The $3.5 million increase, or 62.5%, was primarily due to the mark-to-market warrant liability adjustment, and Section 162(m) officer compensation.
Income tax provision for the nine months ended September 30, 2025 and 2024, was $18.3 million and $13.2 million, respectively. The $5.1 million increase, or 38.6%, was primarily due to the mark-to-market warrant liability adjustment, Section 162(m) officer compensation, and the foreign derived intangible income deduction.
Our effective tax rates in fiscal 2025 and future periods may fluctuate, as a result of changes in actual results versus our estimates; or changes in tax laws, regulations, accounting principles, or interpretations thereof.
Net income (loss)
Net income for the three months ended September 30, 2025 and 2024, was $30.8 million and $24.7 million, respectively. Net income increased by $6.1 million mainly due to a $26.5 million increase in revenue and a $8.2 million charge in the prior year period, as a result of the fair value change in the warrant liability.
Net income (loss) for the nine months ended September 30, 2025 and 2024, was a net income of $74.5 million and a net loss of $7.1 million, respectively. Net income (loss) changed by $81.6 million mainly due to a $66.9 million increase in revenue and a $55.5 million net benefit as a result of the fair value change in the warrant liability.
Non-GAAP Financial Measures
To supplement our unaudited condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”), we use Adjusted EBITDA, Adjusted EBITDA margin, free cash flow, and free cash flow conversion as described below, 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.
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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, 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 of 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.
The following table presents the reconciliation of net income (loss) to Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Reconciliation of net income (loss) to Adjusted EBITDA | |||||||||||||||||||||||
| Net income (loss) | $ | 30,834 | $ | 24,681 | $ | 74,491 | $ | (7,149) | |||||||||||||||
| Interest expense, net | 4,668 | 6,400 | 12,107 | 20,254 | |||||||||||||||||||
| Income tax provision | 9,085 | 5,593 | 18,290 | 13,238 | |||||||||||||||||||
| Depreciation and amortization | 1,262 | 4,241 | 7,807 | 12,595 | |||||||||||||||||||
Litigation-related costs (1) | 779 | 396 | 1,759 | 1,479 | |||||||||||||||||||
| Stock-based compensation expense | 6,019 | 7,052 | 33,495 | 22,642 | |||||||||||||||||||
Employee transition costs (2) | 2,179 | — | 2,678 | 58 | |||||||||||||||||||
Change in fair value of warrant liability (3) | — | (8,219) | (9,905) | 45,579 | |||||||||||||||||||
| Adjusted EBITDA | $ | 54,826 | $ | 40,144 | $ | 140,722 | $ | 108,696 | |||||||||||||||
| Revenue | $ | 115,766 | $ | 89,325 | $ | 313,924 | $ | 247,015 | |||||||||||||||
| Net income (loss) margin | 26.6 | % | 27.6 | % | 23.7 | % | (2.9) | % | |||||||||||||||
| Adjusted EBITDA Margin | 47.4 | % | 44.9 | % | 44.8 | % | 44.0 | % | |||||||||||||||
_________________
(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 potential Norwegian Data Protection Authority fine and CWA unionization.
(2)Non-recurring employee transition costs relates to cost associated with the transition of our 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.
(3)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.
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The following table presents the reconciliation of net cash provided by operating activities to free cash flow for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Reconciliation of net cash provided by operating activities to free cash flow | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 55,449 | $ | 29,125 | $ | 116,760 | $ | 65,424 | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Capitalized development software costs and purchases of property and equipment | (4,206) | (1,243) | (5,714) | (4,087) | |||||||||||||||||||
| Free cash flow | $ | 51,243 | $ | 27,882 | $ | 111,046 | $ | 61,337 | |||||||||||||||
Operating cash flow conversion (1) | 179.8 | % | 118.0 | % | 156.7 | % | (915.1) | % | |||||||||||||||
| Free cash flow conversion | 93.5 | % | 69.5 | % | 78.9 | % | 56.4 | % | |||||||||||||||
_________________
(1)Operating cash flow conversion represents net cash provided by operating activities as a percentage of net income (loss).
Liquidity and Capital Resources
Cash Flows for the Nine Months Ended September 30, 2025 and 2024
The following table summarizes our total cash and cash equivalents, and cash flows:
| Nine Months Ended September 30, | ||||||||||||||
| ($ in thousands) | 2025 | 2024 | ||||||||||||
| Cash, and cash equivalents, including restricted cash (as of the end of period) | $ | 6,932 | $ | 39,725 | ||||||||||
| Net cash provided by (used in): | ||||||||||||||
| Operating activities | $ | 116,760 | $ | 65,424 | ||||||||||
| Investing activities | (5,714) | (4,087) | ||||||||||||
| Financing activities | (163,871) | (50,610) | ||||||||||||
| Net change in cash and cash equivalents | $ | (52,825) | $ | 10,727 | ||||||||||
Cash flows provided by operating activities
Net cash provided by operating activities are primarily dependent on our revenues affected by timing of receipts from subscription and advertising sales. It is also dependent on managing our operating expenses, such as salaries and employee-related costs, selling and marketing expenses, and other general and administrative expenses. We expect to maintain strong operating cash flows given our historical performance. We will continue to invest in the right resources to support longer term profitable growth. Our operating cash flows should continue to cover our operating and financing costs.
During the nine months ended September 30, 2025, our operations provided $116.8 million of cash, which was primarily attributable to our net income of $74.5 million, adjusted for non-cash items, including $33.5 million in stock-based compensation and $7.8 million in depreciation and amortization, partially offset by $9.9 million gain in fair value of warrant liability, and the cash flow impact from a change in operating asset and liabilities of $8.0 million, primarily from $19.7 million decrease in accrued expenses and other current liabilities due to timing of payments and $9.2 million increase in account receivables due to increase in direct revenue and indirect revenue during the year.
During the nine months ended September 30, 2024, our operations provided $65.4 million of cash, which was primarily attributable to our net loss, adjusted for non-cash items, which include $45.6 million in loss in fair value of warrant liability, stock-based compensation of $22.6 million, and $12.6 million in depreciation and amortization; partially offset by a decrease in net working capital of $8.3 million, primarily from a $9.4 million increase in account receivables due to the increase in direct revenue and indirect revenue during the year.
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Cash flows used in investing activities
Net cash used in investing activities for the nine months ended September 30, 2025, consisted primarily of additions to capitalized software of $5.2 million.
Net cash used in investing activities for the nine months ended September 30, 2024, consisted primarily of additions to capitalized software of $3.4 million.
Cash flows used in financing activities
Net cash used in financing activities for the nine months ended September 30, 2025, which was $163.9 million, was due to payments for the repurchases of common stock under our stock repurchase program together with commission of $450.5 million, payments to tax authorities for employee equity awards of $17.7 million, and principal payments of debt of $11.3 million. The payments were offset by proceeds from the exercise of warrants of $314.1 million. We announced the redemption of all our outstanding warrants in January 2025, which resulted in a significant amount of our warrants being exercised prior to their redemption in February 2025.
Net cash used in financing activities for the nine months ended September 30, 2024, was $50.6 million, which consisted primarily of consisted primarily of principal payments of debt of $47.1 million and payments to tax authorities for employee equity awards of $5.6 million.
Sources of Liquidity
Since our inception, we have financed our operations and capital expenditures primarily through cash flows generated by operations, borrowings under our credit facilities, and the sale of equity. To the extent existing cash, investments, and cash from operations are not sufficient to fund future activities, we may need to raise additional funds. We may seek to raise additional funds through equity, equity-linked or debt financings. If we raise additional funds through the incurrence of additional indebtedness, such indebtedness may have rights that are senior to holders of our equity securities and could contain additional covenants that restrict operations, including our ability to raise additional capital. Any additional equity financing may be dilutive to existing stockholders. We may also enter into investment or acquisition transactions in the future, which could require us to seek additional equity financing, incur indebtedness, or use cash resources.
As noted above, in January 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) and 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.
As of September 30, 2025, we had cash and cash equivalents of $6.3 million. We believe that our cash and cash equivalents, cash flows generated by operations, and borrowings under our revolving credit facility will be sufficient to meet our working capital and capital expenditure needs for the next twelve months.
Senior Secured Credit Facility
See Note 4 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
In November 2023, we refinanced our existing credit facility with a $300.0 million term loan and $50.0 million revolving credit facility. We entered into a credit agreement with JPMorgan Chase Bank, N.A., as the administrative agent, and other lenders party thereto (the “2023 Credit Agreement”) that governs the term loan and revolving credit facility. We borrowed the full amount of the $300.0 million term loan and $44.4 million under the revolving credit facility upon closing of the new credit agreement and used the proceeds and cash on hand to repay in full all outstanding obligations under, and terminate, our prior credit agreement with Fortress Credit Corp. As of September 30, 2025, $270.8 million was outstanding under the term loan and $11.6 million was outstanding under the revolving credit facility. In October 2025, we borrowed an additional $15.0 million from the revolving credit facility. We have the option to request that lenders increase the amount available under the revolving credit facility by, or obtain incremental term loans of, up to $100.0 million, subject to the terms of the 2023 Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments.
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Our wholly owned subsidiary, Grindr Capital LLC, is the borrower under the 2023 Credit Agreement and all obligations of Grindr Capital LLC under the 2023 Credit Agreement are guaranteed by Grindr Inc. and, subject to certain limited exceptions, our wholly owned domestic subsidiaries and are secured by substantially all of the assets of Grindr Inc., Grindr Capital LLC, and the guarantor subsidiaries.
Borrowings under our the 2023 Credit Agreement (other than swingline loans) bear interest at a rate equal to either, at our option, (i) the highest of the Prime Rate (as defined in the 2023 Credit Agreement), the Federal Funds Rate (as defined in the 2023 Credit Agreement) plus 0.50%, or one-month Term SOFR (as defined in the 2023 Credit Agreement) plus 1.00% (the “Alternate Base Rate”); or (ii) Term SOFR, in each case, plus an applicable margin ranging from 2.75% to 3.25% with respect to Term SOFR borrowings and 1.75% to 2.25% with respect to Alternate Base Rate borrowings. The applicable margin will be based upon our total net consolidated leverage ratio. Swingline loans under the 2023 Credit Agreement bear interest at the Alternate Base Rate plus the applicable margin. We are also required to pay a commitment fee for the unused portion of the revolving credit facility, which will range from 0.375% to 0.50% per annum, depending on our total consolidated net leverage ratio.
The term loan will amortize on a quarterly basis at 1.25% of the aggregate principal amount outstanding as of the initial closing date of the 2023 Credit Agreement, until the final maturity date on November 28, 2028. The Senior Term Loan Facility may also be prepaid, in whole or in part, at any time and from time to time, without prepayment premiums. Any borrowings under the revolving credit facility may be repaid, in whole or in part, at any time and from time to time without any other premium or penalty, and any amounts repaid under the revolving credit facility may be reborrowed, in each case, until the maturity date on November 28, 2028.
Mandatory prepayments are required under the revolving credit facility when borrowings and letter of credit usage exceed the aggregate revolving commitments of all lenders. Mandatory prepayments are also required first, under the Senior Term Loan Facility, and then, under the Senior Revolving Facility in connection with (i) certain asset dispositions and casualty events, in each case, to the extent the proceeds of such dispositions or casualty events exceed certain individual and aggregate thresholds and are not reinvested, and (ii) unpermitted debt transactions. For the three and nine months ended September 30, 2025, we were not required to make any mandatory repayments.
The 2023 Credit Agreement requires compliance with certain financial covenants including a maximum total net leverage ratio and minimum fixed charge coverage ratio. The 2023 Credit Agreement also contains customary restrictive covenants regarding indebtedness, liens, fundamental changes, investments, restricted payments, disposition of assets, transactions with affiliates, hedging transactions, certain prepayments of indebtedness, amendments to organizational documents, and sale and leaseback transactions. The 2023 Credit Agreement contains certain customary events of default. If an event of default has occurred and continues beyond any applicable cure period, all outstanding obligations under the 2023 Credit Agreement may be accelerated or the commitments may be terminated, amongst other remedies. Additionally, the lenders are not obligated to fund any new borrowing under the 2023 Credit Agreement while an event of default is continuing.
Uses of Cash
Our principal commitments have not materially changed from our Annual Report on Form 10-K for the year ended December 31, 2024, which consist of obligations under the 2023 Credit Agreement, operating leases for office space, and our payments for the use of cloud services. In addition, we are subject to pending legal proceedings from time to time, including a potential Norwegian Data Protection Authority fine. See Note 4, Note 5, and Note 13 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
In March 2025, our Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $500 million of shares of our common stock for the period from March 7, 2025 to March 6, 2027. Our stock repurchase program does not obligate us to repurchase a minimum amount of shares. Under the program, shares of our common stock may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. During the nine months ended September 30, 2025, we repurchased approximately 25.1 million shares for $450.5 million under the share repurchase program, including commissions. See Note 7 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information. As of November 1, 2025, $50 million in aggregate value of shares of Grindr stock remains available under the share repurchase program, excluding commissions.
Critical Accounting Policies and Estimates
We have based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of
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assets and liabilities that are not readily apparent from other sources. Due to the inherent uncertainty involved in making these estimates, actual results reported in future periods could differ from our estimates.
There have been no material changes to our discussion of critical accounting estimates from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2024.
Recently Issued and Adopted Accounting Pronouncements
For a discussion of recent accounting pronouncements, see Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Interest rate risk is the risk of financial loss due to adverse changes in the value of assets and liabilities due to movements in interest rates. Our exposure to market risk for changes in interest rates relates primarily to our 2023 Credit Agreement and to a lesser extent our cash, cash equivalents, and restricted cash.
As of September 30, 2025, we had debt outstanding under our 2023 Credit Agreement of $264.9 million, a hypothetical 100 basis point change in interest rates would result in approximately $2.2 million additional or lower pre-tax interest expense for the nine months ended September 30, 2025.
As of September 30, 2025, our cash, cash equivalent, and restricted cash had a fair value of $6.9 million. Of that amount, a total $1.4 million was invested in money market funds. The primary purpose of these investments has been to preserve principal until the cash is required to, among other things, continue to invest in our business, pursue other strategic business activities, fund ongoing operations, repurchase our common stock as authorized by our stock repurchase program, repay our debt obligations and expand our business. Due to the nature of these instruments, we believe that we do not have any material exposure as a result of changes in interest rates. As of September 30, 2025, a hypothetical 100 basis point change in interest rates would not have a material effect on pre-tax interest income.
Foreign Currency Exchange Risk
We conduct business in certain foreign markets. As a result, we are exposed to foreign exchange risk related to certain currencies, primary the Euro and British Pound.
For the nine months ended September 30, 2025 and 2024, international revenue accounted for 42.9% and 43.1% of our consolidated revenue, respectively. We have exposure to foreign currency exchange risk related to transactions carried out in a currency other than our functional currency, the U.S. dollar. As foreign currency exchange rates fluctuate, transactions carried out in foreign currencies other than the U.S. dollar could impact revenue and distort year-over-year comparability of operating results.
Historically, we have not hedged any foreign currency exposures. We have performed a sensitivity analysis as of September 30, 2025 and 2024. A hypothetical 10% change in Euro and British Pound, relative to the U.S. dollar, would have changed revenue by $2.8 million and $2.3 million for the nine months ended September 30, 2025 and 2024, respectively, with all other variables held constant. This accounts for 2.4% and 2.5% of total revenue for the nine months ended September 30, 2025 and 2024, respectively. Our continued international expansion increases our exposure to exchange rate fluctuations and as a result, such fluctuations could have a significant impact on our future results of operations.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are controls and other procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed with the objective of ensuring that such information required to be disclosed in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
With the foregoing in mind, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report. Based on such evaluation,
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our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2025, our disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, we are involved in various claims, lawsuits, government investigations, settlements and proceedings relating to our operations. Although the results of the claims, lawsuits, government investigations, and proceedings in which we are involved cannot be predicted with certainty, we do not believe the final outcome of certain matters will have a material adverse effect on our business, financial condition, or results of operations, other than those proceedings for which it is too early to determine the materiality and probability of outcome. Information relating to various commitments and contingencies is described in Note 13 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
In the future, we may be subject to additional legal proceedings, the scope and severity of which is unknown and which could adversely affect our business. In addition, from time to time, others may assert claims against us and we may assert claims and legal proceedings against other parties, including in the form of letters and other forms of communication.
The results of any current or future legal proceedings cannot be predicted with certainty and, regardless of the outcome, can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 1A. Risk Factors
Except as set forth below, there have been no material changes from the risk factors previously disclosed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, as supplemented by subsequently filed Quarterly Reports on Form 10-Q.
We have recently qualified as a “controlled company” within the meaning of the NYSE Rules, and, as a result, we may qualify for exemptions from certain corporate governance requirements.
On or about September 19, 2025, as a result of repurchase activity pursuant to the Company’s previously announced stock repurchase program, the Company determined that the beneficial ownership of G. Raymond Zage, III, a member of the Company’s Board of Directors (the “Board”) and the Company’s largest stockholder, had surpassed 50% of the Company’s outstanding common stock. A Special Committee of the Board, consisting entirely of independent and disinterested directors, had previously evaluated the impact of repurchases by the Company under the repurchase program and determined that the continuation of the repurchases, including repurchases that would result in Mr. Zage beneficially owning more than 50% of the outstanding shares of the Company's common stock, was advisable, fair to, and in the best interests of the Company and its stockholders other than Mr. Zage and his affiliates. Due to Mr. Zage’s control of a majority of the voting power of our outstanding common stock, we are considered to be a ‘controlled company’ within the meaning of the New York Stock Exchange (“NYSE”) corporate governance standards. Under the NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a ‘controlled company’ and may elect not to comply with certain corporate governance requirements, including the requirements that:
•we have a board that includes a majority of ‘independent directors,’ as defined under the rules of the NYSE;
•we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
•we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
We do not intend to utilize these exemptions at this time. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.
As a result of the recent decline in our stock price, James Fu Bin Lu and the lender under his financing agreement have recently sold shares beneficially owned by Mr. Lu to enable Mr. Lu to regain compliance with covenants under his loan agreement. Future sales of our common stock by Mr. Lu, including sales by lenders in connection with his share pledge arrangement, could cause the market price for our securities to decline.
James Fu Bin Lu, one of our largest stockholders who owns approximately 12.8% of our issued and outstanding common stock as of October 24, 2025, has pledged 23,233,867 shares of our common stock beneficially owned by him (the
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“Lu Pledged Securities”) to a lender in connection with a financing arrangement with Longview Grindr Holdings Limited, an entity affiliated with Mr. Lu (“Longview” and such loan, the “Longview Loan”).
Following notice by the lender of the Longview Loan that Longview was no longer in compliance with the loan-to-value covenant due to recent declines in the Company’s stock price, Longview sold 1,000,000 shares of common stock to Mr. Zage and the lender under the Longview Loan sold 1,700,000 previously pledged securities in open market transactions. Mr. Lu has informed the Company that Longview has regained compliance with the loan-to-value covenant in the Longview Loan.
The trading price of our common stock has also been highly volatile recently. See “The price of our common stock has been and may continue to be subject to volatility.” If our stock price experiences future declines causing Longview not to meet the loan-to-value requirements under its financing arrangement, the lender could again exercise its rights to sell some or all of the Lu Pledged Securities. Additional sales by Mr. Lu or the lender under the Longview Loan, or the perception that he or the lender may sell, could have the effect of increasing the volatility in our share price or could cause the market price of our securities to drop significantly. See “Risk Factors — Future sales of our common stock or the perception of such sales, in particular by our directors, officers, and significant stockholders, could cause the market price for our securities to decline. Resales of significant volumes of our securities may cause the market price of our securities to drop significantly, even if our business is doing well.” included under Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024.
Our two largest stockholders, G. Raymond Zage, III and James Fu Bin Lu recently submitted a non-binding proposal to our Board of Directors to acquire all of the outstanding shares of the Company's common stock for $18.00 per share. Uncertainty regarding a potential going-private transaction could create significant uncertainty to our business, including disruption to our management and employees, and contribute to volatility in our stock price.
On October 24, 2025, Mr. Zage, a member of our Board, and Mr. Lu, the former Chairperson of our Board (the “Proposing Shareholders”), who collectively beneficially own more than 60% of our outstanding common stock as of October 24, 2025, submitted a non-binding proposal to our Board to acquire all of the outstanding shares of the Company's common stock (a “Going Private Transaction”) for $18.00 per share. The Board has established a special committee comprised of disinterested and independent directors in response to interest expressed by the Proposing Shareholders in exploring the Going Private Transaction. Any potential Going Private Transaction may be subject to numerous conditions, including financing availability and regulatory approvals.
We may incur significant costs in connection with the evaluation of, and response to, any proposal regarding a Going Private Transaction. The potential of a Going Private Transaction may also divert the attention of management and employees from the ongoing operation of our business and may impact employee morale and retention, all of which could impair our ability to execute our strategic plans, meet operational objectives, and respond to competitive pressures. Our users may also react negatively to a Going Private Transaction, including any related negative publicity regarding the Company. Further, the possibility of a Going Private Transaction may contribute to continued or increased volatility in our stock price.
The price of our common stock has been and may continue to be subject to volatility.
The trading price of our common stock has been highly volatile recently. Since June 2, 2025, our common stock has experienced an intra-day trading high of $25.13 per share and a low of $11.73. Our common stock has been and may in the future be traded by short sellers, which may put pressure on the supply and demand for our common stock, further influencing volatility in our market price. The technology industry and the stock market as a whole have, from time to time, experienced extreme stock price and volume fluctuations that have affected stock prices in ways that may have been unrelated to these companies’ operating performance. Our common stock may also be affected by limited trading volumes, which could adversely impact the price of our common stock. Price volatility may cause the average price at which we repurchase our stock in a given period to exceed the stock’s trading price at a given point in time. We cannot predict the actions of market participants and, therefore, can offer no assurances about the stability of the market for our common stock, which could have a material adverse impact on investor confidence, employee retention, and the value of our common stock.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None.
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Issuer Purchases of Equity Securities
The following table sets forth purchases by the Company of its common stock during the three months ended September 30, 2025:
Period | Total Number of Shares Purchased | Average Price Paid per Share(1) | Total Number of Shares Purchased as Part of Publicly Announced Programs(2) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(2) | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
July 1, 2025 - July 31, 2025 | 1,413,301 | $ | 22.09 | 1,413,301 | $ | 174,649 | ||||||||||||||||||||
August 1, 2025 - August 31, 2025 | 4,031,652 | $ | 16.42 | 4,031,652 | $ | 108,437 | ||||||||||||||||||||
September 1, 2025 - September 30, 2025 | 3,688,379 | $ | 15.98 | 3,688,379 | $ | 49,494 | ||||||||||||||||||||
| 9,133,332 | $ | 17.12 | 9,133,332 | |||||||||||||||||||||||
(1)Presentation currently and historically includes commissions.
(2)In March 2025, our Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $500.0 million of shares of the Company’s common stock for the period from March 7, 2025 to March 6, 2027. Our stock repurchase program does not obligate us to repurchase a minimum number of shares. Under the program, shares of our common stock may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act. For additional information, see Note 7 to our unaudited condensed consolidated financial statements in this Quarterly Report Form 10-Q.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Director Resignation
On November 5, 2025, James Fu Bin Lu notified the Company of his resignation, effective immediately, from the Board. Mr. Lu’s resignation was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Prior to his resignation Mr. Lu served as Chairperson of the Board, chair of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), and member of the Compensation Committee of the Board (the “Compensation Committee”).
In connection with the transition, the Board appointed J. Michael Gearon, Jr. to serve as Lead Independent Director. In addition, the Board appointed Daniel Brooks Baer and Meghan Stabler to serve as members of the Nominating Committee, appointed Mr. Baer as chair of the Nominating Committee, and appointed Chad Cohen to serve as member of the Compensation Committee. In connection with these committee appointments, Mr. Baer, Ms. Stabler, and Mr. Cohen received additional equity awards and will receive additional annual cash compensation pursuant to the Company’s Second Restated Director Compensation Policy.
Trading Arrangements
During the Company’s last fiscal quarter, certain of the Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities as set forth in the table below:
| Type of Trading Arrangement | ||||||||||||||||||||||||||||||||||||||
| Name and Position | Action | Adoption/Termination Date | Rule 10b5-1(1) | Non-Rule 10b5-1(2) | Total Shares of Common Stock to be Sold(3) | Expiration Date | ||||||||||||||||||||||||||||||||
| Adoption | ||||||||||||||||||||||||||||||||||||||
| Adoption | ||||||||||||||||||||||||||||||||||||||
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| Termination | 3/7/2026 | |||||||||||||||||||||||||||||||||||||
| Adoption | ||||||||||||||||||||||||||||||||||||||
| Adoption | ||||||||||||||||||||||||||||||||||||||
| (1) | Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. | ||||
| (2) | “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act. | ||||
| (3) | Represents the maximum number of shares that may be sold pursuant to the Rule 10b5-1 arrangement. The actual number of shares sold was dependent on the satisfaction of certain conditions as set forth in the written plan. | ||||
(4) | Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written plan adopted on September 17, 2024 and modified on March 13, 2025 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. As modified, the written plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. | ||||
(5) | Includes 75,019 shares of common stock subject to restricted stock units (“RSUs”) previously granted to Mr. Balance that may vest and be released on or prior to December 1, 2025. The actual number of shares that will be released to Mr. Balance in respect of such RSUs and sold pursuant to the Rule 10b5-1 trading arrangement will be net of the number of shares withheld by the Company to cover tax withholding obligations arising from the vesting of such RSUs and is not yet determinable. | ||||
(6) | Effective October 1, 2025, Ms. Mehta-Krantz has transitioned out of the role of Chief Financial Officer. | ||||
(7) | Includes 68,133 shares of common stock subject to RSUs previously granted to Ms. Mehta-Krantz that may vest and be released on or prior to December 1, 2025. The actual number of shares that will be released to Ms. Mehta-Krantz in respect of such RSUs and sold pursuant to the Rule 10b5-1 trading arrangement will be net of the number of shares withheld by the Company to cover tax withholding obligations arising from the vesting of such RSUs and is not yet determinable. | ||||
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Item 6. Exhibits
The following is a list of all exhibits filed or furnished as part of this report:
| Exhibit No. | Description | Form | File Number | Exhibit | Filing Date | |||||||||||||||||||||||||||
| Restated Certificate of Incorporation of Grindr Inc., dated November 18, 2022. | Form S-1/A | 333-268782 | 3.1 | February 9, 2023 | ||||||||||||||||||||||||||||
| Bylaws of Grindr Inc., dated November 18, 2022. | Form 8-K | 001-39714 | 3.2 | November 23, 2022 | ||||||||||||||||||||||||||||
| Transition Agreement by and between Grindr Inc. and Vandana Mehta-Krantz, dated July 28, 2025 | Form 8-K | 001-39714 | 10.1 | July 31, 2025 | ||||||||||||||||||||||||||||
Letter Agreement by and between Grindr LLC and John F. North, dated September 30, 2025 | Form 8-K | 001-39714 | 10.1 | October 1, 2025 | ||||||||||||||||||||||||||||
| Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||||||||||||||||||||
| Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||||||||||||||||||||
| Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||||||||||||||||||||
| 101.INS | XBRL Instance Document | |||||||||||||||||||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||||||||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||||||||||||||||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||||||||||||||||||||
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document | |||||||||||||||||||||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||||||||
* Filed herewith.
** Previously filed.
*** Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of this Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.
48
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized in the City of West Hollywood, State of California, on November 6, 2025.
| GRINDR INC. | ||||||||
| By: | ||||||||
| /s/ John North | ||||||||
| John North | ||||||||
Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer and Duly Authorized Signatory) | ||||||||
49
Exhibit 31.1
CERTIFICATIONS
I, George Arison, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Grindr Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 6, 2025
/s/ George Arison | ||||||||
George Arison Chief Executive Officer (Principal Executive Officer) | ||||||||
Exhibit 31.2
CERTIFICATIONS
I, John North, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Grindr Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 6, 2025
/s/ John North | ||||||||
John North Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||||||
Exhibit 32.1
CERTIFICATION
Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), George Arison, Chief Executive Officer of Grindr Inc. (the “Company”), and John North, Chief Financial Officer of the Company, each hereby certifies that, to the best of their knowledge:
1.The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, to which this Certification is attached as Exhibit 32.1 (the “Quarterly Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
2.The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
In Witness Whereof, the undersigned have set their hands hereto as of November 6, 2025.
/s/ George Arison | /s/ John North | |||||||
George Arison Chief Executive Officer (Principal Executive Officer) | John North Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||||||
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Grindr Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.