8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2025

MATCH GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34148	59-2712887
(State or other jurisdiction <br>of incorporation)	(Commission <br>File Number)	(IRS Employer <br>Identification No.)

8750 North Central Expressway, Suite 1400

Dallas, TX 75231

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (214) 576-9352

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, par value $0.001	MTCH	The Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition.

Item 7.01.    Regulation FD Disclosure.

On November 4, 2025, Match Group, Inc. (“Match Group”) published a press release and prepared remarks, each of which included results for the quarter ended September 30, 2025. The press release and prepared remarks are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. Match Group has also posted supplemental investor materials on the "Investor Relations" section of its website at https://ir.mtch.com.

Exhibits 99.1 and 99.2 are being furnished under both Item 2.02 “Results of Operations and Financial Condition” and Item 7.01 “Regulation FD Disclosure.”

Item 8.01.    Other Events.

On November 4, 2025, Match Group announced that its Board of Directors declared a cash dividend of $0.19 per share of its outstanding common stock, payable on January 21, 2026 to stockholders of record as of the close of business on January 6, 2026.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br><br>Number	Description
99.1	Press Release dated November 4, 2025.
99.2	Prepared Remarks dated November 4, 2025.
104	Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MATCH GROUP, INC.
By:	/s/ Steven Bailey
	Steven Bailey
	Chief Financial Officer

Date: November 4, 2025

Document

Exhibit 99.1

Match Group Announces Third Quarter Results

Match Group Delivers on Revenue and Accelerates Innovation Focused on User Outcomes

LOS ANGELES, November 4, 2025 - Match Group (NASDAQ: MTCH) today announced financial results for the third quarter ended September 30, 2025, as well as meaningful advances in its product-led transformation. The company delivered on its revenue expectations and exceeded its Adjusted EBITDA expectations, excluding a $61 million legal settlement charge.

“We’ve moved quickly to accelerate innovation, strengthen accountability, and build for long-term growth,” said CEO Spencer Rascoff. “Our strategy is showing real progress this quarter, as we achieved our revenue goals and made meaningful progress on our product roadmap.”

Rascoff continued, “This quarter we increased product velocity, strengthened trust and safety, and operated with sharper discipline across the business. Our focus on execution, accountability, and efficiency is driving stronger performance while setting the foundation for long-term growth. I firmly believe that by combining innovation, operational rigor, and user empathy, we can shape the future of connection and strengthen our leadership in the category.”

In Q3, Match Group executed against its $50 million reinvestment plan across its portfolio to test user-first features, strengthen marketing, and expand its international footprint. Early results are instilling confidence in our strategy and learnings from these investments will inform how we deploy capital in 2026 and lay the foundation for the “Resurgence” phase of the turnaround that Match Group expects to take hold in 2026 and 2027.

Match Group also resolved Candelore v. Tinder, Inc., a decade-old case challenging Tinder’s former age-based pricing practices. The settlement closes a long-running matter and allows the company to move forward with focus and confidence.

Match Group Q3 2025 Financial Highlights

•Total Revenue of $914 million was up 2% year-over-year (“Y/Y”), up 1% on a foreign exchange (“FX”) neutral basis (“FXN”), driven by a 7% Y/Y increase in RPP to $20.58, partially offset by a 5% Y/Y decline in Payers to 14.5 million.

•Net Income of $161 million increased 18% Y/Y, representing a Net Income Margin of 18%.

•Adjusted EBITDA of $301 million declined 12% Y/Y, representing an Adjusted EBITDA Margin of 33%.

•Excluding a $61 million legal settlement charge and $2 million of restructuring costs, Adjusted EBITDA would have been $364 million, up 6% Y/Y, representing an Adjusted EBITDA Margin of 40%.

•Operating Cash Flow and Free Cash Flow were $758 million and $716 million, respectively, year-to-date through September 30, 2025.

•Repurchased 17.4 million of our shares at an average price of $32 per share on a trade date basis for a total of $550 million and paid $141 million in dividends, deploying 97% of our free cash flow for capital return to shareholders year-to-date through September 30, 2025.

•Diluted shares outstanding1 were 245 million as of October 31, 2025, a decrease of 8%, since November 1, 2024.

The following table summarizes total company consolidated financial results for the three months ended September 30, 2025 and 2024.

	Three Months Ended September 30,
(Dollars in millions, except RPP, Payers in thousands)	2025			2024			Y/Y Change
Total Revenue	$	914		$	895		2	%
Direct Revenue	$	897		$	879		2	%
Net income attributable to Match Group, Inc. shareholders	$	161		$	136		18	%
Net Income Margin	18		%	15		%
Adjusted EBITDA	$	301		$	343		(12)	%
Adjusted EBITDA Margin	33		%	38		%
Payers	14,527			15,214			(5)	%
RPP	$	20.58		$	19.26		7	%

We have updated the title of our primary non-GAAP measure to “Adjusted EBITDA” from our previous title “Adjusted Operating Income.” We believe this updated title better aligns with our peers. Numerically, Adjusted EBITDA is the same as Adjusted Operating Income; however, the starting point of the reconciliation to the most comparable GAAP financial measure has changed from operating income to net income. See below for the full definition of Adjusted EBITDA and a reconciliation of net income attributable to Match Group, Inc. shareholders to Adjusted EBITDA.

1 As defined on page 10 of this press release.

Other Quarterly Highlights:

•Tinder’s AI-driven Interactive Matching feature, Chemistry, continues to evolve how people connect by creating a more intentional and personalized discovery experience. Using deep learning and user-permissioned data (like camera roll insights), Chemistry surfaces a few highly compatible profiles each day, leading to more relevant matches and engaging conversations. Chemistry is currently live in New Zealand and Australia, with plans to expand to additional countries in the coming months.

•Face Check, Tinder’s new facial verification feature, is setting a new standard for authenticity in dating. It helps confirm users are real and match their profile photos. The feature is now mandatory for all new users in California and will roll out to additional U.S. states and countries in the coming months, following successful launches in Canada, India, Australia, and Colombia. Early results show an over 60% decrease in exposure to potential bad actors2, a 40% reduction in bad actor reports, and meaningful improvements in users’ reported trust and authenticity.

•Hinge continues to build strong momentum, with sustained growth and continued progress across its international markets. The app launched in Mexico in September and is expanding to Brazil in Q4, extending its reach in key international markets. Hinge also continues to advance its AI-powered features, including Conversation Starters and its Recommendation System, to improve connection quality and drive more meaningful engagement globally.

•Match Group’s continued rollout of alternative payments across its portfolio is increasing flexibility for users and lowering processing fees. These efforts are expected to generate approximately $14 million in savings in Q4 2025 and roughly $90 million in savings in 2026. Combined with earlier cost-reduction initiatives that produced $100 million in annualized savings, these improvements are enabling reinvestment in growth, including $50 million dedicated to testing new user-first features, strengthening marketing, and expanding internationally.

A webcast of our third quarter 2025 results will be available at https://ir.mtch.com, along with our Prepared Remarks and Supplemental Financial Materials. The webcast will begin today, November 4, 2025, at 5:00 PM Eastern Time. This press release, including the reconciliations of certain non-GAAP measures to their nearest comparable GAAP measures, is also available on that site.

Dividend Declaration

Match Group's Board of Directors has declared a cash dividend of $0.19 per share of the company's common stock. The dividend is payable on January 21, 2026 to stockholders of record as of January 6, 2026.

Financial Outlook

For Q4 2025, Match Group expects:

•Total Revenue of $865 to $875 million, up 1% to 2% Y/Y.

•Adjusted EBITDA of $350 to $355 million, representing a Y/Y increase of 9% at the midpoints of the ranges.

•Adjusted EBITDA Margin of 41% at the midpoints of the ranges.

2 Based on a random weighted sample of in-app profile views. Bad actors include accounts that engage in deceptive or harmful behaviors, including spam, scam attempts, or operating automated fake profiles (bots).

Financial Results

Consolidated Operating Costs and Expenses

	Three Months Ended September 30,
(Dollars in thousands)	2025		% of Revenue	2024		% of Revenue	Y/Y Change
Cost of revenue	$	247,043	27%	$	253,129	28%	(2)	%
Selling and marketing expense	169,142		19%	156,656		17%	8	%
General and administrative expense	148,021		16%	103,923		12%	42	%
Product development expense	104,969		11%	103,724		12%	1	%
Depreciation	14,845		2%	25,302		3%	(41)	%
Impairments and amortization of intangibles	8,921		1%	42,090		5%	(79)	%
Total operating costs and expenses	$	692,941	76%	$	684,824	76%	1	%

Liquidity and Capital Resources

During the nine months ended September 30, 2025, we generated operating cash flow of $758 million and Free Cash Flow of $716 million.

During the quarter ended September 30, 2025, we repurchased 3.7 million shares of our common stock for $130 million on a trade date basis at an average price of $35.30. Between October 1 and October 31, 2025, we repurchased an additional 3.0 million shares of our common stock for $100 million on a trade date basis at an average price of $33.02. As of October 31, 2025, $1.10 billion in aggregate value of shares of Match Group stock remains available under our share repurchase program.

As of September 30, 2025, we had $1.1 billion in cash, cash equivalents, and short-term investments and $4.1 billion of long-term debt, inclusive of current maturities, all of which is fixed rate debt, including $1.1 billion of Exchangeable Senior Notes. Our $500 million revolving credit facility was undrawn as of September 30, 2025. Match Group’s trailing twelve-month leverage3 as of September 30, 2025 was 3.4x on a gross basis and 2.5x on a net basis.

On August 20, 2025, we completed a private offering of $700 million aggregate principal amount of 6.125% Senior Notes due 2033. The proceeds from the issuance of these notes will be used to repay all of the outstanding 0.875% exchangeable senior notes due 2026 at or prior to their maturity and the remaining proceeds will be used for general corporate purposes.

On September 8, 2025, we repurchased $76 million aggregate principal amount of 0.875% exchangeable senior notes due 2026.

On October 17, 2025, we paid a dividend of $0.19 per share to holders of record on October 3, 2025. The total cash payout was $45 million.

3 Leverage is calculated utilizing the non-GAAP measure Adjusted EBITDA as the denominator. For a reconciliation of the non-GAAP measure for each period presented, see page 8.

GAAP Financial Statements

Consolidated Statement of Operations

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(In thousands, except per share data)
Revenue	$	914,275	$	895,484	$	2,609,191	$	2,619,197
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	247,043		253,129		725,889		754,859
Selling and marketing expense	169,142		156,656		474,492		476,585
General and administrative expense	148,021		103,923		396,096		324,468
Product development expense	104,969		103,724		340,334		333,037
Depreciation	14,845		25,302		54,635		66,915
Impairments and amortization of intangibles	8,921		42,090		29,897		63,409
Total operating costs and expenses	692,941		684,824		2,021,343		2,019,273
Operating income	221,334		210,660		587,848		599,924
Interest expense	(37,024)		(40,120)		(104,440)		(120,511)
Other income, net	9,328		7,100		7,888		27,099
Income before income taxes	193,638		177,640		491,296		506,512
Income tax provision	(32,882)		(41,159)		(87,491)		(113,477)
Net income	160,756		136,481		403,805		393,035
Net income attributable to noncontrolling interests	(7)		(13)		(8)		(55)
Net income attributable to Match Group, Inc. shareholders	$	160,749	$	136,468	$	403,797	$	392,980
Net earnings per share attributable to Match Group, Inc. shareholders:
Basic	$	0.67	$	0.53	$	1.65	$	1.49
Diluted	$	0.62	$	0.51	$	1.55	$	1.43
Basic shares outstanding	240,510		257,070		245,298		263,181
Diluted shares outstanding	260,324		275,738		265,303		281,255
Stock-based compensation expense by function:
Cost of revenue	$	1,498	$	1,747	$	5,048	$	5,267
Selling and marketing expense	3,042		3,259		8,908		9,395
General and administrative expense	15,996		26,639		68,738		75,868
Product development expense	35,770		32,843		111,473		107,645
Total stock-based compensation expense	$	56,306	$	64,488	$	194,167	$	198,175

Consolidated Balance Sheet

	September 30, 2025		December 31, 2024
	(In thousands)
ASSETS
Cash and cash equivalents	$	1,053,240	$	965,993
Short-term investments	3,561		4,734
Accounts receivable, net	344,444		324,963
Other current assets	126,524		102,072
Total current assets	1,527,769		1,397,762
Property and equipment, net	128,582		158,189
Goodwill	2,343,305		2,310,730
Intangible assets, net	198,341		215,448
Deferred income taxes	227,485		262,557
Other non-current assets	117,957		121,085
TOTAL ASSETS	$	4,543,439	$	4,465,771
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Current maturities of long-term debt, net	$	497,588	$	—
Accounts payable	26,252		18,262
Deferred revenue	159,756		166,142
Accrued expenses and other current liabilities	400,308		365,057
Total current liabilities	1,083,904		549,461
Long-term debt, net of current maturities	3,547,718		3,848,983
Income taxes payable	31,554		33,332
Deferred income taxes	12,241		11,770
Other long-term liabilities	91,849		85,882
Commitments and contingencies
SHAREHOLDERS’ EQUITY
Common stock	299		294
Additional paid-in capital	8,708,758		8,756,482
Retained deficit	(6,175,956)		(6,579,753)
Accumulated other comprehensive loss	(412,180)		(449,611)
Treasury stock	(2,344,857)		(1,791,071)
Total Match Group, Inc. shareholders’ equity	(223,936)		(63,659)
Noncontrolling interests	109		2
Total shareholders’ equity	(223,827)		(63,657)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,543,439	$	4,465,771

Consolidated Statement of Cash Flows

	Nine Months Ended September 30,
	2025		2024
	(In thousands)
Cash flows from operating activities:
Net income	$	403,805	$	393,035
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense	194,167		198,175
Depreciation	54,635		66,915
Impairments and amortization of intangibles	29,897		63,409
Deferred income taxes	35,161		5,223
Other adjustments, net	15,507		5,553
Changes in assets and liabilities
Accounts receivable	(16,450)		(41,412)
Other assets	43,803		4,968
Accounts payable and other liabilities	36,572		403
Income taxes payable and receivable	(31,118)		11,387
Deferred revenue	(8,379)		(29,647)
Net cash provided by operating activities	757,600		678,009
Cash flows from investing activities:
Capital expenditures	(42,100)		(43,011)
Other, net	(25,783)		(8,061)
Net cash used in investing activities	(67,883)		(51,072)
Cash flows from financing activities:
Proceeds from Senior Notes offerings	700,000		—
Principal payments on Term Loan	(425,000)		—
Payments to settle exchangeable notes	(74,437)		—
Debt issuance costs	(8,619)		—
Proceeds from issuance of common stock pursuant to stock-based awards	3,598		9,411
Withholding taxes paid on behalf of employees on net settled stock-based awards	(115,619)		(11,430)
Dividends	(140,893)		—
Purchase of treasury stock	(549,905)		(630,623)
Purchase of noncontrolling interests	(84)		(1,291)
Other, net	(6,225)		(2,193)
Net cash used in financing activities	(617,184)		(636,126)
Total cash provided (used)	72,533		(9,189)
Effect of exchange rate changes on cash and cash equivalents	14,714		2,281
Net increase (decrease) in cash and cash equivalents	87,247		(6,908)
Cash, cash equivalents, and restricted cash at beginning of period	965,993		862,440
Cash, cash equivalents, and restricted cash at end of period	$	1,053,240	$	855,532

Reconciliations of GAAP to Non-GAAP Measures

Reconciliation of Net Income to Adjusted EBITDA

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
	(Dollars in thousands)
Net income attributable to Match Group, Inc. shareholders	$	160,749		$	136,468		$	403,797		$	392,980
Add back:
Net income attributable to noncontrolling interests	7			13			8			55
Income tax provision	32,882			41,159			87,491			113,477
Other income, net	(9,328)			(7,100)			(7,888)			(27,099)
Interest expense	37,024			40,120			104,440			120,511
Stock-based compensation expense	56,306			64,488			194,167			198,175
Depreciation	14,845			25,302			54,635			66,915
Impairments and amortization of intangibles	8,921			42,090			29,897			63,409
Adjusted EBITDA	$	301,406		$	342,540		$	866,547		$	928,423
Revenue	$	914,275		$	895,484		$	2,609,191		$	2,619,197
Net Income Margin	18		%	15		%	15		%	15		%
Adjusted EBITDA Margin	33		%	38		%	33		%	35		%

Reconciliation of Net Income to Adjusted EBITDA used in Leverage Ratios

	Twelve months ended<br>September 30, 2025
	(In thousands)
Net income attributable to Match Group, Inc. shareholders	$	562,093
Add back:
Net loss attributable to noncontrolling interests	(10)
Income tax provision	126,757
Other income, net	(21,604)
Interest expense	144,000
Stock-based compensation expense	263,373
Depreciation	75,219
Amortization of intangibles	40,663
Adjusted EBITDA	$	1,190,491

Reconciliation of Forecasted Net Income to Forecasted Adjusted EBITDA

	Three Months EndedDecember 31, 2025
	(In millions)
Net income attributable to Match Group, Inc. shareholders	159 to 164
Add back:
Net income attributable to noncontrolling interests	7
Income tax provision	46
Other income, net	7
Interest expense	43
Stock-based compensation expense	66
Depreciation and amortization of intangibles	22
Adjusted EBITDA	350 to 355
Revenue	865 to 875
Net Income Margin (at the mid-point of the ranges)	19
Adjusted EBITDA Margin (at the mid-point of the ranges)	41

All values are in US Dollars.

Reconciliation of Operating Cash Flow to Free Cash Flow

	Nine Months Ended September 30,
	2025		2024
	(In thousands)
Net cash provided by operating activities	$	757,600	$	678,009
Capital expenditures	(42,100)		(43,011)
Free Cash Flow	$	715,500	$	634,998

Reconciliation of GAAP Revenue to Non-GAAP Revenue, Excluding Foreign Exchange Effects

	Three Months Ended September 30,							Nine Months Ended September 30,
	2025		Change	% Change		2024		2025		Change	% Change		2024
	(Dollars in millions, rounding differences may occur)
Total Revenue, as reported	$	914.3		2	%	$	895.5	$	2,609.2		—	%	$	2,619.2
Foreign exchange effects	(12.2)							(4.0)
Total Revenue, excluding foreign exchange effects	$	902.1		1	%	$	895.5	$	2,605.2		(1)	%	$	2,619.2

All values are in US Dollars.

Dilutive Securities

Match Group has various tranches of dilutive securities. The table below details these securities and their potentially dilutive impact (shares in millions; rounding differences may occur).

	Average Exercise Price	10/31/2025
Share Price		$32.34
Absolute Shares		236.1
Equity Awards
Options	$16.69	0.2
RSUs and subsidiary denominated equity awards		8.6
Total Dilution - Equity Awards		8.8
Outstanding Warrants
Warrants expiring on September 15, 2026 (5.8 million outstanding)	$131.67	—
Warrants expiring on April 15, 2030 (7.0 million outstanding)	$131.73	—
Total Dilution - Outstanding Warrants		—
Total Dilution		8.8
% Dilution		3.6%
Total Diluted Shares Outstanding		244.8

______________________

The dilutive securities presentation above is calculated using the methods and assumptions described below; these are different from GAAP dilution, which is calculated based on the treasury stock method.

Options — The table above assumes the options are settled net of the option exercise price and employee withholding taxes, as is our practice, and the dilutive effect is presented as the net shares that would be issued upon exercise. Withholding taxes paid by the Company on behalf of the employees upon exercise is estimated to be $5.6 million, assuming the stock price in the table above and a 50% estimated employee withholding tax rate.

RSUs and subsidiary denominated equity awards — The table above assumes RSUs are settled net of employee withholding taxes, as is our practice, and the dilutive effect is presented as the net number of shares that would be issued upon vesting. Withholding taxes paid by the Company on behalf of the employees upon vesting is estimated to be $277.6 million, assuming the stock price in the table above and a 50% withholding rate.

All performance-based and market-based awards reflect the expected shares that will vest based on current performance or market estimates. The table assumes no change in the fair value estimate of the subsidiary denominated equity awards from the values used for GAAP purposes at September 30, 2025.

Exchangeable Senior Notes — The Company has two series of Exchangeable Senior Notes outstanding. In the event of an exchange, each series of Exchangeable Senior Notes can be settled in cash, shares, or a combination of cash and shares. At the time of each Exchangeable Senior Notes issuance, the Company purchased call options with a strike price equal to the exchange price of each series of Exchangeable Senior Notes (“Note Hedge”), which can be used to offset the dilution of each series of the Exchangeable Senior Notes. No dilution is reflected in the table above for any of the Exchangeable Senior Notes because it is the Company’s intention to settle the Exchangeable Senior Notes with cash equal to the face amount of the notes; any shares issued would be offset by shares received upon exercise of the Note Hedge.

Warrants — At the time of the issuance of each series of Exchangeable Senior Notes, the Company also sold warrants for the number of shares with the strike prices reflected in the table above. The cash generated from the exercise of the warrants is assumed to be used to repurchase Match Group shares and the resulting net dilution, if any, is reflected in the table above.

Non-GAAP Financial Measures

Match Group reports Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and Revenue Excluding Foreign Exchange Effects, all of which are supplemental measures to U.S. generally accepted accounting principles (“GAAP”). The Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow measures are among the primary metrics by which we evaluate the performance of our business, on which our internal budget is based and by which management is compensated. Revenue Excluding Foreign Exchange Effects provides a comparable framework for assessing the performance of our business without the effect of exchange rate differences when compared to prior periods. We believe that investors should have access to the same set of tools that we use in analyzing our results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP but should not be considered a substitute for or superior to GAAP results. Match Group endeavors to compensate for the limitations of the non-GAAP measures presented by providing the comparable GAAP measures and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measures. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures, which we describe below. Interim results are not necessarily indicative of the results that may be expected for a full year.

Definitions of Non-GAAP Measures

Adjusted EBITDA is defined as net income attributable to Match Group, Inc. shareholders excluding: (1) net income attributable to noncontrolling interests; (2) income tax provision or benefit; (3) other income (expense), net; (4) interest expense; (5) depreciation; (6) acquisition-related items consisting of amortization of intangible assets and impairments of goodwill and intangible assets, if applicable; and (7) stock-based compensation expense. We believe Adjusted EBITDA is useful to analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Adjusted EBITDA has certain limitations because it excludes certain expenses.

Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenues. We believe Adjusted EBITDA Margin is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Adjusted EBITDA Margin has certain limitations in that it does not take into account the impact to our consolidated statement of operations of certain expenses.

Free Cash Flow is defined as net cash provided by operating activities, less capital expenditures. We believe Free Cash Flow is useful to investors because it represents the cash that our operating businesses generate, before taking into account non-operational cash movements. Free Cash Flow has certain limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent the residual cash flow for discretionary expenditures. Therefore, we think it is important to evaluate Free Cash Flow along with our consolidated statement of cash flows.

We look at Free Cash Flow as a measure of the strength and performance of our businesses, not for valuation purposes. In our view, applying “multiples” to Free Cash Flow is inappropriate because it is subject to timing, seasonality and one-time events. We manage our business for cash, and we think it is of utmost importance to maximize cash – but our primary valuation metric is Adjusted EBITDA.

Revenue Excluding Foreign Exchange Effects is calculated by translating current period revenues using prior period exchange rates. The percentage change in Revenue Excluding Foreign Exchange Effects is calculated by determining the change in current period revenues over prior period revenues where current period revenues are translated using prior period exchange rates. We believe the impact of foreign exchange rates on Match Group, due to its global reach, may be an important factor in understanding period over period comparisons if movement in rates is significant. Since our results are reported in U.S. dollars, international revenues are favorably impacted as the U.S. dollar weakens relative to other currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other currencies. We believe the presentation of revenue excluding foreign exchange effects in addition to reported revenue helps improve the ability to understand Match Group’s performance because it excludes the impact of foreign currency volatility that is not indicative of Match Group’s core operating results.

Non-Cash Expenses That Are Excluded From Our Non-GAAP Measures

Stock-based compensation expense consists principally of expense associated with the grants of RSUs, performance-based RSUs, and market-based awards. These expenses are not paid in cash, and we include the related shares in our fully diluted shares outstanding using the treasury stock method; however, performance-based RSUs and market-based awards are included only to the extent the applicable performance or market condition(s) have been met (assuming the end of the reporting period is the end of the contingency period). To the extent stock-based awards are settled on a net basis, we remit the required tax-withholding amounts from our current funds.

Depreciation is a non-cash expense relating to our property and equipment and is computed using the straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives, or, in the case of leasehold improvements, the lease term, if shorter.

Amortization of intangible assets and impairments of goodwill and intangible assets are non-cash expenses related primarily to acquisitions. At the time of an acquisition, the identifiable definite-lived intangible assets of the acquired company, such as customer lists, trade names and technology, are valued and amortized over their estimated lives. Value is also assigned to (i) acquired indefinite-lived intangible assets, which consist of trade names and trademarks, and (ii) goodwill, which are not subject to amortization. An impairment is recorded when the carrying value of an intangible asset or goodwill exceeds its fair value. We believe that intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization and impairment charges of intangible assets or goodwill, if applicable, are not ongoing costs of doing business.

Additional Definitions

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

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

Evergreen & Emerging (“E&E”) consists of the world-wide activity of our Evergreen brands, including Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands, and our Emerging brands, including BLK®, ChispaTM, The League®, Archer®, Upward®, YuzuTM, Salams®, HERTM, and other smaller brands.

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

Direct Revenue is revenue that is received directly from end users of our services and includes both subscription and à la carte revenue.

Indirect Revenue is revenue that is not received directly from end users of our services, a majority of which is advertising revenue.

Payers are unique users at a brand level in a given month from whom we earned Direct Revenue. When presented as a quarter-to-date or year-to-date value, Payers represents the average of the monthly values for the respective period presented. At a consolidated level and a business unit level to the extent a business unit consists of multiple brands, duplicate Payers may exist when we earn revenue from the same individual at multiple brands in a given month, as we are unable to identify unique individuals across brands in the Match Group portfolio.

Revenue Per Payer (“RPP”) is the average monthly revenue earned from a Payer and is Direct Revenue for a period divided by the Payers in the period, further divided by the number of months in the period.

Monthly Active User (“MAU”) is a unique registered user at a brand level who has visited the brand’s app or, if applicable, their website in the given month. For measurement periods that span multiple months, the average of each month is used. At a consolidated level and a business unit level to the extent a business unit consists of multiple brands, duplicate users will exist within MAU when the same individual visits multiple brands in a given month.

Leverage on a gross basis is calculated as principal debt balance divided by Adjusted EBITDA for the period referenced.

Leverage on a net basis is calculated as principal debt balance less cash and cash equivalents and short-term investments divided by Adjusted EBITDA for the period referenced.

Other Information

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This press release and our conference call, which will be held at 5:00 p.m. Eastern Time on November 4, 2025, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that are not historical facts are “forward looking statements.” The use of words such as “anticipates,” “estimates,” “expects,” “plans,” “believes,” “will,” and “would,” among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: Match Group’s future financial performance, Match Group’s business prospects and strategy, anticipated trends, and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: our ability to maintain or grow the size of our user base and convert users to paying users, the success of our product strategies, competition, our ability to realize reductions in in-app purchase fees, the limited operating history of some of our brands, our ability to attract users to our services through cost-effective marketing and related efforts, our ability to distribute our services through third parties and offset related fees, risks relating to our use of artificial intelligence, foreign currency exchange rate fluctuations (including anticipated gains from fluctuations), the integrity and scalability of our systems and infrastructure (and those of third parties) and our ability to adapt ours to changes in a timely and cost-effective manner, our ability to protect our systems from cyberattacks and to protect personal and confidential user information, impacts to our offices and employees from more frequent extreme weather events, risks relating to certain of our international operations and acquisitions, damage to our brands' reputations as a result of inappropriate actions by users of our services, and macroeconomic conditions. Certain of these and other risks and uncertainties are discussed in Match Group’s filings with the Securities and Exchange Commission. Other unknown or unpredictable factors that could also adversely affect Match Group’s business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, these forward-looking statements may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of Match Group management as of the date of this press release. Match Group does not undertake to update these forward-looking statements.

About Match Group

Match Group (NASDAQ: MTCH), through its portfolio companies, is a leading provider of digital technologies designed to help people make meaningful connections. Our global portfolio of brands includes Tinder®, Hinge®, Match®, Meetic®, OkCupid®, Pairs™, PlentyOfFish®, Azar®, BLK®, and more, each built to increase our users’ likelihood of connecting with others. Through our trusted brands, we provide tailored services to meet the varying preferences of our users. Our services are available in over 40 languages to our users all over the world.

Contact Us

Tanny Shelburne<br><br>Match Group Investor Relations<br><br>ir@match.com	Vidhya Murugesan<br><br>Match Group Corporate Communications<br><br>matchgroupPR@match.com
Match Group<br><br>8750 North Central Expressway, Suite 1400, Dallas, TX 75231, (214) 576-9352 https://mtch.com

13

MTCH 8-K 2025.11.04 EX99.2 1 We have updated the title of our primary non-GAAP measure to “Adjusted EBITDA” from our previous title

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

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

comparable GAAP financial measure has changed from operating income to net income. See below for the full

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

Adjusted EBITDA.

1

Exhibit 99.2

Q3 2025 Match Group Prepared Remarks

Since joining Match Group in

February, my focus has been clear:

confront challenges directly, move

with urgency, and rebuild the

company around product

excellence and long-term growth.

The work on our three-part

turnaround is well underway and

focused on Reset, Revitalize, and

Resurgence. We’ve successfully

completed the “Reset” phase,

instilling a culture of speed,

accountability, and outcomes, and

this shift has come to life across our

products, teams, and users.

That progress is reflected in this

quarter’s results: we delivered on our

revenue expectations and exceeded

our Adjusted EBITDA1 goals,

excluding a legal settlement. At

Tinder® and Hinge®, momentum

continues to build as we make

progress in our “Revitalization”

phase. We’re starting to see green

shoots and believe continued

progress will come from delivering experiences that solve user pain points, deepen

engagement, and improve user outcomes.

We believe our business model thrives when user outcomes improve. Better

outcomes, driven by higher-quality experiences, better matches, and more

meaningful connections, build confidence in our product and drive new users

through positive word of mouth. User success builds trust in the category and in

Match Group’s apps. By getting the user experience right, we will further deliver real

success stories, which we use in marketing to amplify growth by driving new user

2 Represents Match Group’s product-driven user outcome philosophy to drive category growth.

3 Source: Match Group survey of 2,491 U.S. adults conducted October 2025; “Using a scale of 1 to 10, please rate how

much more likely you would be to recommend a dating app based on the following—with 1 being “not at all more

likely” and 10 being “much more likely.” A family member or friend recommended the app after seeing good reviews

about it.”

2

acquisition and reactivations. Our marketing strategy, especially at Tinder and Hinge,

is focused on fueling category consideration, bringing in new and lapsed users

through product-led storytelling that reflects real experiences happening across our

brands. We estimate there are roughly 250 million actively dating singles worldwide

not currently on dating apps. Re-engaging the 30 million lapsed users and attracting

the 220 million potential first-time entrants expands our user base, building a

healthier, more efficient growth engine that compounds over time, and we are

investing to capture this large addressable market. Hinge continues to prove that

with the right product experience and brand positioning, we can win with Gen Z and

drive real growth at scale. Soon, we believe Tinder will too.

2,3

We’ll walk through three proof points today. First, our product progress, where our

obsession with outcomes is showing up across our brands, especially at Tinder and

Hinge. Second, the essential work we’re doing to strengthen trust and authenticity

across the ecosystem. And third, the financial discipline and operational rigor that

are now showing up in how we execute.

3

Product: Different Paths, One Shared Goal

Across Match Group, our brands share one goal: delivering better user outcomes. I

want to highlight the progress at our two flagship brands, Tinder and Hinge, and

how each is building affinity with users in different segments.

At Tinder, our focus this year has been to accelerate innovation, rebuild trust, and

ship great products so we can reintroduce Tinder in 2026 to our core audience, Gen

Z. Our new mission statement, Tinder is the most fun way to spark something new

with someone new, captures the energy and the sense of possibilities we want every

user to feel. Guided by new personas – prototypical user archetypes – that reflect real

people and their motivations, we’re creating experiences that feel more personal

and more aligned with what users want.

We’ve clarified what Tinder stands for and who we’re building it for, and that focus is

already paying off. Users are seeing and feeling the difference through updates that

are reshaping the Tinder experience in the following ways:

•First, we’re building a product and

design-led culture. Our new Liquid

Glass refresh planned on iOS this

quarter will make the app more

modern, fluid, and visually appealing,

further bringing our mission to life

every time you open the app.

•Second, ChemistryTM is redefining

how people connect. Powered by AI,

this Interactive Matching feature, now

known as Chemistry, is a major pillar

of Tinder’s upcoming 2026 product

experience. It gets to know users

through interactive questions and,

with permission, learns from their

camera roll to better understand their

interests and personality. Using deep

learning, Chemistry combats “swipe

fatigue” by surfacing a few highly relevant profiles each day, driving more

compatible matches and engaging conversations. Chemistry is now live in

New Zealand and Australia, with plans to expand to additional countries in the

coming months.

•Third, Modes are powering a new social energy on Tinder. Our new Modes

navigation gives users more choice in how they use Tinder, from meeting new

4

people with a friend to connecting within their college community. Since

launching Modes in September, Double Date adoption is up 30% in the U.S.,

while College Mode is gaining traction, with one in four eligible students using

it and over 8% engaging daily as of October. Modes makes the ‘fun’ part of our

mission real, giving people new ways to spark something together and

redefining Tinder as a fun, social, and low-pressure way to meet new people.

◦We’re also seeing this momentum reflected in our marketing. The

Double Date Island campaign across Europe drove the highest brand

consideration lift of the year, boosted downloads, and particularly

resonated with Gen-Z. It proved that when we connect product

innovation with authentic, social-first storytelling, we can reignite

excitement and bring new energy back to Tinder.

•Fourth, evaluating profiles is becoming more meaningful and holistic.

We’ve started testing several new features resonating with Gen Z by giving

users more information to evaluate and connect with potential matches. Bio

information now appears on the first photo card, and prompts content is

integrated into the photo carousel. These improvements let users learn more

about a potential match before deciding to Swipe RightTM. We’ve also started

testing features like Contextual Likes and Open Messaging, and we’ve fully

rolled out Prompts on Photos, to let users share why they swiped right,

making interactions more intentional and authentic.

•Finally, app performance is a major focus and a key driver of user

experience. On Android, Tinder startup times are now 38% faster, and crash

rates reduced by more than 32%. On iOS, app stability is up more than 57%.

We’re also removing long-running tests and unused features to make the app

leaner. As we bring load times closer to one second on iOS and Android,

Tinder already feels faster and smoother. Our app performance work on iOS

and Android is in service of the ‘fun’ part of our mission, because no one enjoys

a slow, buggy app.

You can feel the energy across Tinder. During our Hack Week last week, teams

brought incredible innovation and creativity, building some of the most exciting

products and prototypes we’ve seen in years. The company feels electric.

Meanwhile, Hinge continues to be one of the best (and most undiscovered) stories in

consumer tech, powered by a clear mission, motivated team, leading product

experience, and sustained momentum. Hinge’s “Designed to be Deleted®”

philosophy drives a focus on user outcomes; specifically, helping people go out on

‘great dates’, our north star. This clarity of purpose has resulted in category-leading

growth in both users and revenue.

5

Hinge is leading the way on AI innovation in dating with category-first AI features

that drive better connections and more real-world outcomes. This quarter brought

both wins and learnings. Conversation Starters, which offers personalized prompts

for first messages, was a clear win, driving approximately 10% more likes with

comments and stronger engagement overall during the test, particularly with

women. Updates to our Recommendation System improved matching quality

through rigorous testing and provided valuable insights that are already refining our

approach. Warm Intros, designed to surface compatibility cues, didn’t resonate and

we won’t move forward with it. While understanding compatibility remains a key

focus, Hinge continues to prioritize user outcomes over simply launching new tools,

reflecting our principled approach to innovation.

As we look ahead to the next few quarters, Hinge has an exciting slate of category-

first features that showcase our leadership in product innovation and user

experience.

•First Impressions is helping daters lead with personality. This new feature

introduces prompts above photos, giving users more ways to express who

they are and add depth to their profiles. A similar experience in the Standouts

earlier this year was well received, and we’re eager to see how users respond

as we continue making Hinge more personal and expressive.

•Preferences will become more meaningful. Reimagined preferences will

take a new look at how daters express what they’re looking for, capturing

compatibility with greater nuance and intentionality. This update addresses

key user pain points, helping people share what truly matters and find better

matches faster.

These are just a few ways Hinge continues to drive innovation in service of user

outcomes.

The next pillar of our strategy is centered on deepening trust in the category.

Trust and Authenticity and the Ways In Which It Strengthens the

Foundation of Our Ecosystem

In dating apps, everything depends on the integrity of the ecosystem. No matter

how many new features we launch, people use our apps to meet other new people,

and that only works when they feel safe, respected, and confident in being

themselves. Building and maintaining that trust is core to our long-term success,

which is why we’re doubling down on trust and safety across our platforms.

Nowhere is that more evident than at Tinder, where we’re integrating safety directly

into the product experience like never before. The centerpiece of this effort is Face

Check™, our new facial verification feature that helps confirm users are real and

4 Based on a random weighted sample of in-app profile views. Bad actors include accounts that engage in

deceptive or harmful behaviors, including spam, scam attempts, or operating automated fake profiles (bots).

6

match their profile photos. It’s now required for all new users in California, Colombia,

Canada, India, Australia, and Southeast Asia, and will roll out to additional U.S. states

and countries in the coming months.

4

Face Check sets a new standard for authenticity. Using only a short video selfie, it

helps confirm a user is real and matches their profile photos. We built this

technology with care, ensuring it delivers meaningful improvements to trust and

safety while keeping the user experience seamless. Early results are strong and

reinforce our confidence in the long-term benefits to the broader ecosystem. We

have seen a 60% reduction in user views of profiles later identified as bad actors4, and

a 40% decrease in reports of bad actor activity. Our ongoing optimization efforts

have resulted in only low-single-digit impacts to MAU and revenue in test markets,

which lessens over time. Early Net Promoter Scores results show a clear and

sustained improvement in user trust and satisfaction in key test markets, with scores

up roughly 10 points for men and 5 points for women in key markets where Face

Check has launched. This is just the beginning. We plan to expand Face Check

across the portfolio, with testing on Hinge beginning in the next few months.

We’re also expanding safety beyond verification into everyday user interactions.

Tinder and Hinge have introduced new, fairer enforcement tools to educate users

and promote better behavior through faster and more consistent moderation. This

approach calibrates responses based on severity, helping create a safer and more

respectful community. We’re also enhancing our “Are You Sure?” feature, which

prompts users to pause before sending potentially offensive or disengaging

messages, with large language models (“LLM”) to make it smarter and more

effective at encouraging better conversations in real time. Originally developed at

Tinder and later enhanced by Hinge, this LLM-powered version improves accuracy

and tone. Now, Tinder is incorporating those learnings back into its own experience:

a great example of how our portfolio of brands innovate together, share insights, and

make each other stronger.

7

Within Hinge, these principles come together through our product design and user

experience. Beyond moderation, Hinge continues to refine the onboarding

experience to build confidence and trust early in the user journey. Recent updates

include clearer guidance during setup, refreshed Community Guidelines and Help

Center, and the introduction of an AI-powered chatbot that quickly answers

commonly asked questions. Together, these updates reinforce Hinge’s position as a

dating app grounded in authenticity and safety, where people can show up as their

true selves and form meaningful relationships.

Financial and Operational Rigor and How it Translates Into Results

The same discipline driving product innovation is also reflected in how we execute

day-to-day. We are operating with sharper focus and accountability across the

company, hitting deadlines, shipping Match Group-wide features, such as alternative

payments, faster, and acting like a more nimble and decisive company. These

improvements are creating operational momentum and financial optionality as we

plan for 2026.

You can see this strategy in action through Project Aurora, our large-scale test in

Australia that brings together many of Tinder’s biggest advancements into a faster,

safer, and more personal experience. As part of this work, we’re overhauling the

recommendations engine to better align with user outcomes, improving both

match quality and overall satisfaction. We’re being thoughtful with our tests,

prioritizing user trust, outcomes, and long-term impact over quick wins. We may see

some short-term revenue and Adjusted EBITDA impacts from these tests, which

we’ve included in our guidance, as we trade short-term monetization for a better

user experience and improved user outcomes. These tests will help us refine our

strategy and further validate that improved user outcomes will drive more

sustainable user and revenue growth over the long term, which in turn will drive

increased shareholder value. We will share more on these results next quarter.

At Hinge, momentum continues to build

as the product delivers meaningful

outcomes for users. Revenue, Adjusted

EBITDA, and user growth remain strong,

supported by continued innovation and

disciplined execution. Hinge’s

international expansion remains on track

with a successful Mexico launch in

September and with Brazil planned for

Q4. The team is actively working on plans

for new expansion markets in 2026 as

well.

8

Hinge launched alternative payments testing ahead of schedule in Q3 with strong

early results. We plan to fully roll out alternative payments across our major apps,

including Tinder and Hinge, in the U.S. in Q4. Strong initial performance at Hinge

and ongoing optimizations at Tinder and E&E have increased adoption of web

payments, and we now expect to generate approximately $14 million of savings in

Q4 2025 and approximately $90 million in 2026. We have seen some impact to gross

revenue in some of our tests at Tinder and Hinge, which we are continuing to

optimize for.

We are also seeing early success from our recent acquisition of HER™, which

expands our reach among queer women and gender-diverse communities. The

team has already delivered strong results, with algorithmic improvements and

monetization optimizations driving over 20% revenue increase in test markets. This

success highlights the opportunity to scale high-potential brands across our

portfolio and deepen our presence in key segments of the dating market.

That same disciplined approach to growth is reflected in how we manage the

business. Our financial discipline earlier this year generated approximately $100

million of annualized savings, allowing us to reinvest approximately $50 million

across the portfolio to test user-first features, strengthening marketing, and

expanding our international footprint. The early results from our Q3 investments are

instilling confidence in our strategy, and we’re executing well against our Q4 plans.

The learnings from these investments and the ongoing benefits of our cost savings

efforts will help inform how we prioritize and deploy capital in 2026. Together, these

steps are setting the foundation for the next phase of the turnaround and the

“Resurgence” we expect to take hold in 2026 and 2027.

Conclusion

We’re entering this next chapter with real progress and a clear path forward. At

Tinder, our new measure of success, Sparks, tracks six-way conversations, meaning

at least six total messages exchanged between two users. This has become one of

the clearest indicators that a genuine connection is forming. While the total number

of Sparks is lower year-over-year (“Y/Y”) due to a smaller MAU base, Sparks coverage,

or the proportion of users in the ecosystem having these deeper conversations,

continues to improve and is up year-over-year. This shows that more users are

having better experiences on the platform, an early but encouraging sign that our

focus on improving product quality and user outcomes is taking hold.

Match Group holds a unique position in solving one of the most important

challenges of our time: helping people connect in a world that increasingly feels

disconnected. Our focus is on fostering genuine human connection, while ensuring

technology strengthens relationships and is the social fabric that brings people

together.

9

Q3 2025 Financial Performance

We’re pleased with our Q3 results, as Match Group Total Revenue was in-line with

our expectations for the quarter, and Adjusted EBITDA meaningfully exceeded our

expectations excluding a $61 million charge to settle the Candelore v. Tinder, Inc.

case on a class-wide basis (“legal settlement charge”). Candelore is a 10-year-old case

involving Tinder's former age-based pricing. The parties are preparing a long-form

agreement reflecting the settlement terms and will then seek approval of the

settlement by the Court.

In Q3, Match Group’s Total Revenue was $914 million, up 2% Y/Y, up 1% Y/Y on a

foreign exchange (“FX”) neutral basis (“FXN”). FX was $4 million better than expected

at the time of our last earnings call. Payers declined 5% Y/Y to 14.5 million, while RPP

increased 7% Y/Y to $20.58. Indirect revenue of $18 million was up 8% Y/Y driven

primarily by strength in our third-party advertising business.

In Q3, Match Group’s Adjusted EBITDA was $301 million, down 12% Y/Y, representing

an Adjusted EBITDA Margin of 33%. Excluding the $61 million legal settlement

charge and $2 million of restructuring costs (included in the $25 million of

restructuring costs announced in May), Adjusted EBITDA would have been $364

million, up 6% Y/Y, representing an Adjusted EBITDA margin of 40%.

•Tinder Direct Revenue in Q3 was $491 million, down 3% Y/Y and down 4% Y/Y

FXN. Q3 Direct Revenue includes an approximately $3 million negative impact

from user experience testing in the quarter. Payers declined 7% Y/Y to 9.3

million and RPP increased 5% Y/Y to $17.66. Adjusted EBITDA in the quarter

was $204 million, down 23% Y/Y, representing an Adjusted EBITDA margin of

40%. Excluding the legal settlement charge, Adjusted EBITDA would have

been $264 million, representing an Adjusted EBITDA margin of 52%.

10

•Hinge continued its strong momentum in Q3 with Direct Revenue of $185

million, up 27% Y/Y and up 26% Y/Y FXN. Payers increased 17% Y/Y to 1.9 million,

and RPP increased 9% to $32.87. Adjusted EBITDA was $63 million, up 22% Y/Y,

representing an Adjusted EBITDA Margin of 34%.

•E&E Direct Revenue in Q3 was $152 million, down 4% Y/Y and down 5% Y/Y

FXN. Payers decreased 13% Y/Y to 2.3 million, while RPP increased 10% Y/Y to

$22.22. Adjusted EBITDA was $47 million, up 14% Y/Y, representing an

Adjusted EBITDA Margin of 30%.

•MG Asia delivered Direct Revenue in Q3 of $69 million, down 4% Y/Y on both

an as reported and FXN basis. Excluding the exit of our live streaming

businesses, MG Asia Direct Revenue in Q3 was flat Y/Y on both an as reported

and FXN basis. Azar® Direct Revenue was flat Y/Y and up 2% Y/Y FXN. Azar

Direct Revenue was negatively impacted by an estimated $3 million after Azar

was blocked in Turkey by Turkish regulators in late August. We’re pursuing all

available legal remedies and working with Turkish regulators to get Azar

unblocked; however, it is unclear at this time when that may happen. Pairs™

Direct Revenue was down 1% Y/Y and down 2% Y/Y FXN. Across MG Asia,

Payers increased 6% Y/Y to 1.1 million, while RPP declined 10% Y/Y to $20.73,

partially due to the exit of Hakuna® mid-last year. Adjusted EBITDA was $15

million, down 14% Y/Y, representing an Adjusted EBITDA Margin of 22%.

Consolidated Operating Costs and Expenses

Including stock-based compensation expense, total expenses were up 1% Y/Y in Q3.

Cost of revenue decreased 2% Y/Y and represented 27% of Total Revenue, down one

point Y/Y, driven by reduced variable expenses from the shutdown of our live

streaming services mid-last year, lower web services costs, and lower employee

compensation expense from our restructuring efforts. Selling and marketing costs

increased $12 million, or 8% Y/Y, and represented 19% of Total Revenue, up one point

Y/Y, primarily due to increased marketing spend at Tinder, Hinge, and MG Asia,

partially offset by lower employee compensation expense from our restructuring

efforts. General and administrative costs increased 42% Y/Y, up 5 points Y/Y as a

percentage of Total Revenue to 16%, driven primarily by the legal settlement charge,

partially offset by lower employee compensation expense from our restructuring

efforts. Product development costs increased 1% Y/Y and were flat Y/Y as a percent of

Total Revenue at 11%. Depreciation and amortization decreased by $44 million Y/Y to

$24 million due to impairments of intangible assets at E&E and MG Asia in the prior

year quarter and lower internally developed capitalized software costs, primarily at

Tinder and MG Asia.

5 Leverage is calculated utilizing the non-GAAP measure Adjusted EBITDA as the denominator. For a reconciliation

of the non-GAAP measure for each period presented, see page 15.

6 Diluted shares outstanding is calculated using the methods and assumptions described in our press release issued

November 4, 2025; these are different from GAAP dilution, which is calculated based on the treasury stock method.

See page 10 of the press release for additional information. Diluted shares outstanding is reported at the time of each

respective quarter’s earnings release.

11

Capital Allocation & Liquidity

Our trailing twelve-month gross leverage was 3.4x and net leverage5 was 2.5x at the

end of Q3. We ended the quarter with $1.1 billion of cash, cash equivalents, and short-

term investments on hand. In August, we issued $700 million of 6.125% senior notes

due 2033. The proceeds from these notes will be used to repay all of the

exchangeable senior notes coming due in 2026 on or before maturity and for

general corporate purposes. In September, we repurchased $76 million of the 2026

exchangeable senior notes at a discount to par.

Year-to-date through Q3, we delivered Operating Cash Flow of $758 million and Free

Cash Flow of $716 million. We repurchased 17.4 million shares at an average price of

$32 per share on a trade date basis for a total of $550 million and paid $141 million in

dividends, deploying nearly 100% of free cash flow for capital return to shareholders.

In October, we repurchased an additional 3.0 million shares of our common stock for

$100 million on a trade date basis at an average price of $33 per share. As of October

31, 2025, we’ve reduced diluted shares outstanding by 8% Y/Y6. We maintain our

commitment to target returning 100% of Free Cash Flow to shareholders through

buybacks and the dividend.

Financial Guidance

Q4 2025

We expect Q4 Total Revenue for Match Group of $865 million to $875 million, up 1%

to 2% Y/Y. This range assumes a nearly two and a half-point Y/Y tailwind from FX.

FXN, we expect Total Revenue to be down 1% to 2% Y/Y. We expect Match Group

Adjusted EBITDA of $350 million to $355 million in Q4, representing a Y/Y increase of

9%, and an Adjusted EBITDA margin of 41% at the midpoints of the ranges.

	Total Revenue	Adjusted EBITDA
Q4 2025	$865 to $875 million	$350 to $355 million

Q4 Total Revenue guidance reflects continued strong performance at Hinge, and

Tinder performance that is in-line with the expectations we had at our last earnings

in August, including an expected $14 million negative impact to Tinder Direct

Revenue from user experience testing. It also reflects weaker-than-expected

12

performance at E&E and assumes a continuation of Azar’s block in Turkey. E&E saw

weaker trends in Q3, which we are working quickly to address, and we no longer

expect Emerging brands’ Direct Revenue growth to offset Evergreen brands’

declines in 2025. We expect an estimated $9 million negative impact to MG Asia

Direct Revenue from Azar’s block in Turkey. We expect Indirect Revenue to be

approximately $15 million in the quarter.

Our Q4 Adjusted EBITDA guidance includes $4 million of restructuring-related costs

(included in the $25 million of restructuring-related costs announced in May) and an

$8 million positive impact from an expected sale of one of our two office buildings in

LA that was not fully utilized.

We are increasing our 2025 full year Free Cash Flow guidance to $1.11 to $1.14 billion,

which assumes the Candelore settlement will not be paid until Q1 2026.

We now expect our 2025 full year tax rate to be in the high teens.

13

Appendix

Reconciliations of GAAP to Non-GAAP Measures

Reconciliation of Net Income to Adjusted EBITDA

	Three Months Ended September 30, 2025
	Tinder	Hinge	E&E	MG Asia	Corporate &<br><br>unallocated<br><br>costs	Eliminations	Total Match<br><br>Group
	(Dollars in thousands)
Net income<br><br>attributable to<br><br>Match Group, Inc.<br><br>shareholders							$160,749
Add back:
Net income<br><br>attributable to<br><br>noncontrolling<br><br>interests(a)							7
Income tax<br><br>provision(a)							32,882
Other income, net(a)							(9,328)
Interest expense(a)							37,024
Operating income<br><br>(loss)(b)	$183,743	$46,314	$31,447	$801	$(40,971)	$—	$221,334
Stock-based<br><br>compensation<br><br>expense	17,624	15,238	5,956	5,332	12,156	—	56,306
Depreciation	2,451	1,071	6,268	3,938	1,117	—	14,845
Amortization of<br><br>intangibles	—	—	3,702	5,219	—	—	8,921
Adjusted EBITDA	$203,818	$62,623	$47,373	$15,290	$(27,698)	$—	$301,406
Revenue	$505,344	$184,671	$156,252	$69,364	$—	$(1,356)	$914,275
Net Income Margin							18%
Operating Income<br><br>Margin(b)	36%	25%	20%	1%	NA	NA	24%
Adjusted EBITDA<br><br>Margin	40%	34%	30%	22%	NA	NA	33%
14
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Reconciliation of Net Income to Adjusted EBITDA (continued)

	Three Months Ended September 30, 2024
	Tinder	Hinge	E&E	MG Asia	Corporate &<br><br>unallocated<br><br>costs	Eliminations	Total Match<br><br>Group
	(Dollars in thousands)
Net income<br><br>attributable to<br><br>Match Group, Inc.<br><br>shareholders							$136,468
Add back:
Net income<br><br>attributable to<br><br>redeemable<br><br>noncontrolling<br><br>interestsa							13
Income tax provisiona							41,159
Other income, neta							(7,100)
Interest expensea							40,120
Operating income<br><br>(loss)(b)	$234,304	$42,207	$3,110	$(18,895)	$(50,066)	$—	$210,660
Stock-based<br><br>compensation<br><br>expense	22,601	8,599	13,310	5,844	14,134	—	64,488
Depreciation	9,420	620	5,918	8,031	1,313	—	25,302
Impairments and<br><br>amortization of<br><br>intangibles	—	—	19,230	22,860	—	—	42,090
Adjusted EBITDA	$266,325	$51,426	$41,568	$17,840	$(34,619)	$—	$342,540
Revenue	$516,778	$145,425	$161,181	$72,282	$—	$(182)	$895,484
Net Income Margin							15%
Operating Income<br><br>(Loss) Margin(b)	45%	29%	2%	(26)%	NA	NA	24%
Adjusted EBITDA<br><br>Margin	52%	35%	26%	25%	NA	NA	38%

______________________

(a) These items are not allocated to a segment.

(b) At a segment level, the closest GAAP measure is operating income as items outside operating

income are not allocated to segments.

Reconciliation of Operating Cash Flow to Free Cash Flow

	Nine Months Ended<br><br>September 30, 2025
	(In thousands)
Net cash provided by operating activities	$757,600
Capital expenditures	(42,100)
Free Cash Flow	$715,500
15
---

Reconciliation of Forecasted Operating Cash Flow to Free Cash Flow

	Year Ended<br><br>December 31, 2025
	(In millions)
Net cash provided by operating activities	$1,175 to $1,195
Capital expenditures	(55 to 65)
Free Cash Flow	$1,110 to $1140

Reconciliation of Net Income to Adjusted EBITDA used in Leverage Ratios

Twelve months<br><br>ended<br><br>September 30, 2025
(In thousands)
Net income attributable to Match Group, Inc. shareholders	$562,093
Add back:
Net loss attributable to noncontrolling interests	(10)
Income tax provision	126,757
Other income, net	(21,604)
Interest expense	144,000
Stock-based compensation expense	263,373
Depreciation	75,219
Amortization of intangibles	40,663
Adjusted EBITDA	$1,190,491

Reconciliation of Forecasted Net Income to Forecasted Adjusted EBITDA

	Three Months Ended<br><br>December 31, 2025
	(In millions)
Net income attributable to Match Group, Inc. shareholders	$159 to $164
Add back:
Net income attributable to noncontrolling interests	7
Income tax provision	46
Other income, net	7
Interest expense	43
Stock-based compensation expense	66
Depreciation and amortization of intangibles	22
Adjusted EBITDA	$350 to $355
Revenue	$865 to $875
Net Income Margin (at the mid-point of the ranges)	19%
Adjusted EBITDA Margin (at the mid-point of the ranges)	41%
16
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Reconciliation of GAAP Revenue to Non-GAAP Revenue, Excluding

Foreign Exchange Effects

	Three Months Ended September 30,
	2025	$ Change	% Change	2024
	(Dollars in millions, rounding differences may<br><br>occur)
Total Revenue, as reported	$914.3	$18.8	2%	$895.5
Foreign exchange effects	(12.2)
Total Revenue, excluding foreign exchange effects	$902.1	$6.6	1%	$895.5
Direct Revenue, as reported	$896.7	$17.5	2%	$879.2
Foreign exchange effects	(12.0)
Direct Revenue, excluding foreign exchange effects	$884.6	$5.4	1%	$879.2
Tinder Direct Revenue, as reported	$490.6	$(12.6)	(3)%	$503.2
Foreign exchange effects	(8.2)
Tinder Direct Revenue, excluding foreign exchange effects	$482.4	$(20.8)	(4)%	$503.2
Hinge Direct Revenue, as reported	$184.7	$39.2	27%	$145.4
Foreign exchange effects	(1.6)
Hinge Direct Revenue, excluding foreign exchange effects	$183.0	$37.6	26%	$145.4
E&E Direct Revenue, as reported	$152.2	$(6.1)	(4)%	$158.4
Foreign exchange effects	(2.5)
E&E Direct Revenue, excluding foreign exchange effects	$149.8	$(8.6)	(5)%	$158.4
MG Asia Direct Revenue, as reported	$69.1	$(3.0)	(4)%	$72.2
Foreign exchange effects	0.3
MG Asia Direct Revenue, excluding foreign exchange effects	$69.4	$(2.7)	(4)%	$72.2
MG Asia Direct Revenue excluding Hakuna, as reported	$69.1	$(0.2)	—%	$69.3
Foreign exchange effects	0.3
MG Asia Direct Revenue excluding Hakuna, excluding foreign exchange effects	$69.4	$0.1	—%	$69.3
Azar Direct Revenue	$40.1	$0.1	—%	$40.0
Foreign exchange effects	0.6
Azar Direct Revenue, excluding foreign exchange effects	$40.7	$0.7	2%	$40.0
Pairs Direct Revenue, as reported	$29.0	$(0.3)	(1)%	$29.3
Foreign exchange effects	(0.3)
Pairs Direct Revenue, excluding foreign exchange effects	$28.7	$(0.6)	(2)%	$29.3
17
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Non-GAAP Financial Measures

Match Group reports Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and Revenue

Excluding Foreign Exchange Effects, all of which are supplemental measures to U.S. generally accepted

accounting principles (“GAAP”). The Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow

measures are among the primary metrics by which we evaluate the performance of our business, on

which our internal budget is based and by which management is compensated. Revenue Excluding

Foreign Exchange Effects provides a comparable framework for assessing the performance of our

business without the effect of exchange rate differences when compared to prior periods. We believe

that investors should have access to the same set of tools that we use in analyzing our results. These

non-GAAP measures should be considered in addition to results prepared in accordance with GAAP but

should not be considered a substitute for or superior to GAAP results. Match Group endeavors to

compensate for the limitations of the non-GAAP measures presented by providing the comparable

GAAP measures and descriptions of the reconciling items, including quantifying such items, to derive

the non-GAAP measures. We encourage investors to examine the reconciling adjustments between the

GAAP and non-GAAP measures, which we describe below. Interim results are not necessarily indicative

of the results that may be expected for a full year.

Definitions of Non-GAAP Measures

Adjusted EBITDA is defined as net income attributable to Match Group, Inc. shareholders excluding: (1)

net income attributable to noncontrolling interests; (2) income tax provision or benefit; (3) other income

(expense), net; (4) interest expense; (5) depreciation; (6) acquisition-related items consisting of

amortization of intangible assets and impairments of goodwill and intangible assets, if applicable; and

(7) stock-based compensation expense. We believe Adjusted EBITDA is useful to analysts and investors

as this measure allows a more meaningful comparison between our performance and that of our

competitors. Adjusted EBITDA has certain limitations because it excludes certain expenses. At a

segment level, the closest GAAP measure is operating income as items outside operating income are

not allocated to segments.

Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenues. We believe Adjusted

EBITDA Margin is useful for analysts and investors as this measure allows a more meaningful

comparison between our performance and that of our competitors. Adjusted EBITDA Margin has

certain limitations in that it does not take into account the impact to our consolidated statement of

operations of certain expenses.

Free Cash Flow is defined as net cash provided by operating activities, less capital expenditures. We

believe Free Cash Flow is useful to investors because it represents the cash that our operating

businesses generate, before taking into account non-operational cash movements. Free Cash Flow has

certain limitations in that it does not represent the total increase or decrease in the cash balance for the

period, nor does it represent the residual cash flow for discretionary expenditures. Therefore, we think it

is important to evaluate Free Cash Flow along with our consolidated statement of cash flows.

We look at Free Cash Flow as a measure of the strength and performance of our businesses, not for

valuation purposes. In our view, applying “multiples” to Free Cash Flow is inappropriate because it is

subject to timing, seasonality and one-time events. We manage our business for cash, and we think it is

of utmost importance to maximize cash – but our primary valuation metric is Adjusted EBITDA.

Revenue Excluding Foreign Exchange Effects is calculated by translating current period revenues

using prior period exchange rates. The percentage change in Revenue Excluding Foreign Exchange

Effects is calculated by determining the change in current period revenues over prior period revenues

where current period revenues are translated using prior period exchange rates. We believe the impact

of foreign exchange rates on Match Group, due to its global reach, may be an important factor in

18

understanding period over period comparisons if movement in rates is significant. Since our results are

reported in U.S. dollars, international revenues are favorably impacted as the U.S. dollar weakens relative

to other currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other currencies.

We believe the presentation of revenue excluding foreign exchange effects in addition to reported

revenue helps improve the ability to understand Match Group’s performance because it excludes the

impact of foreign currency volatility that is not indicative of Match Group’s core operating results.

Non-Cash Expenses That Are Excluded From Our Non-GAAP Measures

Stock-based compensation expense consists principally of expense associated with the grants of

RSUs, performance-based RSUs, and market-based awards. These expenses are not paid in cash, and

we include the related shares in our fully diluted shares outstanding using the treasury stock method;

however, performance-based RSUs and market-based awards are included only to the extent the

applicable performance or market condition(s) have been met (assuming the end of the reporting

period is the end of the contingency period). To the extent stock-based awards are settled on a net

basis, we remit the required tax-withholding amounts from our current funds.

Depreciation is a non-cash expense relating to our property and equipment and is computed using the

straight-line method to allocate the cost of depreciable assets to operations over their estimated useful

lives, or, in the case of leasehold improvements, the lease term, if shorter.

Amortization of intangible assets and impairments of goodwill and intangible assets are non-cash

expenses related primarily to acquisitions. At the time of an acquisition, the identifiable definite-lived

intangible assets of the acquired company, such as customer lists, trade names and technology, are

valued and amortized over their estimated lives. Value is also assigned to (i) acquired indefinite-lived

intangible assets, which consist of trade names and trademarks, and (ii) goodwill, which are not subject

to amortization. An impairment is recorded when the carrying value of an intangible asset or goodwill

exceeds its fair value. We believe that intangible assets represent costs incurred by the acquired

company to build value prior to acquisition and the related amortization and impairment charges of

intangible assets or goodwill, if applicable, are not ongoing costs of doing business.

Additional Definitions

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

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

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

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

Emerging brands including, BLK®, ChispaTM, The League®, Archer®, Upward®, YuzuTM, Salams®, HERTM, and

other smaller brands.

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

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

subscription and à la carte revenue.

Indirect Revenue is revenue that is not received directly from end users of our services, a majority of

which is advertising revenue.

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

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

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

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

19

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

unique individuals across brands in the Match Group portfolio.

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

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

Monthly Active User (“MAU”) is a unique registered user at a brand level who has visited the brand’s

app or, if applicable, their website in the given month. For measurement periods that span multiple

months, the average of each month is used. At a consolidated level and a business unit level to the

extent a business unit consists of multiple brands, duplicate users will exist within MAU when the same

individual visits multiple brands in a given month.

Leverage on a gross basis is calculated as principal debt balance divided by Adjusted EBITDA for the

period referenced.

Leverage on a net basis is calculated as principal debt balance less cash and cash equivalents and

short-term investments divided by Adjusted EBITDA for the period referenced.

Safe Harbor Statement Under the Private Securities Litigation Reform Act

of 1995

These prepared remarks and our conference call, which will be held at 5:00 p.m. Eastern Time on

November 4, 2025, may contain “forward-looking statements” within the meaning of the Private

Securities Litigation Reform Act of 1995. All statements that are not historical facts are “forward looking

statements.” The use of words such as “anticipates,” “estimates,” “expects,” “plans,” “believes,” “will,” and

“would,” among others, generally identify forward-looking statements. These forward-looking

statements include, among others, statements relating to: Match Group’s future financial performance,

Match Group’s business prospects and strategy, anticipated trends, and other similar matters. These

forward-looking statements are based on management’s current expectations and assumptions about

future events, which are inherently subject to uncertainties, risks and changes in circumstances that

are difficult to predict. Actual results could differ materially from those contained in these forward-

looking statements for a variety of reasons, including, among others: our ability to maintain or grow the

size of our user base and convert users to paying users, the success of our product strategies,

competition, our ability to realize reductions in in-app purchase fees, the limited operating history of

some of our brands, our ability to attract users to our services through cost-effective marketing and

related efforts, our ability to distribute our services through third parties and offset related fees, risks

relating to our use of artificial intelligence, foreign currency exchange rate fluctuations (including

anticipated gains from fluctuations), the integrity and scalability of our systems and infrastructure (and

those of third parties) and our ability to adapt ours to changes in a timely and cost-effective manner,

our ability to protect our systems from cyberattacks and to protect personal and confidential user

information, impacts to our offices and employees from more frequent extreme weather events, risks

relating to certain of our international operations and acquisitions, damage to our brands' reputations

as a result of inappropriate actions by users of our services, and macroeconomic conditions. Certain of

these and other risks and uncertainties are discussed in Match Group’s filings with the Securities and

Exchange Commission. Other unknown or unpredictable factors that could also adversely affect Match

Group’s business, financial condition and results of operations may arise from time to time. In light of

these risks and uncertainties, these forward-looking statements may not prove to be accurate.

Accordingly, you should not place undue reliance on these forward-looking statements, which only

reflect the views of Match Group management as of the date of this press release. Match Group does

not undertake to update these forward-looking statements.