8-K
Match Group, Inc. (MTCH)
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): August 5, 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 August 5, 2025, Match Group, Inc. (“Match Group”) published a press release and prepared remarks, each of which included results for the quarter ended June 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 August 5, 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 October 17, 2025 to stockholders of record as of the close of business on October 3, 2025.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Press Release dated August 5, 2025. |
| 99.2 | Prepared Remarks dated August 5, 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: August 5, 2025
Document
Exhibit 99.1
Match Group Announces Second Quarter Results
Tinder Transformation Advances, Hinge Grows Revenue 25% Year-Over-Year
LOS ANGELES, August 5, 2025 - Match Group (NASDAQ: MTCH) today announced financial results for the second quarter ended June 30, 2025, and outlined progress on the company’s multi-phase transformation. The company’s Total Revenue and Adjusted Operating Income both exceeded guidance and Wall Street expectations in the quarter, after excluding an unanticipated $14 million legal settlement charge.
Earlier this year, Match Group launched a bold, three-phase turnaround strategy: Reset, focused on reworking the company’s structure and culture; Revitalize, centered on accelerating product development and aligning around user outcomes; and Resurgence, the forward-looking phase aimed at strengthening the category and driving long-term growth.
“Six months ago, we took a hard look at how we work, what we build, and what users want from our apps,” said CEO Spencer Rascoff. “We moved fast to reset the company culturally, organizationally, and strategically. We then began revitalizing our apps around clearer brand purpose and real user outcomes. Match Group is now oriented around urgency, accountability, and product obsession.”
Rascoff continued, “With meaningful product progress at Tinder, strong momentum at Hinge, and a portfolio of distinct brands aligned around user needs, we’re building a product-first company positioned for long-term success. We’re moving with urgency, operating with focus, and committed to the long game. As we look ahead to our resurgence phase in 2026 and 2027, we are focused on delivering app experiences that feel modern, human, and built for today’s users. We are also working to spark a resurgence of trust, relevance, and confidence among both our users and investors.”
To support this strategy, Match Group plans to reinvest savings of approximately $50 million in the second half of 2025 in strategic initiatives across the portfolio. This includes product testing at Tinder, geographic expansion for Hinge, Azar, and The League, and early-stage bets like Archer, HER, and a new dating app concept. By enhancing product experiences and increasing marketing support, the company is aiming to deliver more value to users while meeting its previously shared full year revenue growth and margin targets.
Match Group Q2 2025 Financial Highlights
•Total Revenue of $864 million flat year-over-year (“Y/Y”), down 1% on a foreign exchange (“FX”) neutral basis (“FXN”), driven by a 5% Y/Y decline in Payers to 14.1 million, partially offset by a 5% Y/Y increase in RPP to $20.00.
•Operating Income of $194 million declined 5% Y/Y, representing an Operating Income Margin of 22%.
•Adjusted Operating Income of $290 million declined 5% Y/Y, representing an Adjusted Operating Income Margin of 34%.
•Operating Cash Flow and Free Cash Flow were $437 million and $409 million, respectively, year-to-date through June 30, 2025.
•Repurchased 13.7 million of our shares at an average price of $31 per share on a trade date basis for a total of $420 million and paid $95 million in dividends, deploying over 125% of our free cash flow for capital return to shareholders year-to-date through June 30, 2025.
•Diluted shares outstanding1 were 249 million as of July 31, 2025, a decrease of 9%, since July 26, 2024.
The following table summarizes total company consolidated financial results for the three months ended June 30, 2025 and 2024.
| Three Months Ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Dollars in millions, except RPP, Payers in thousands) | 2025 | 2024 | Y/Y Change | |||||
| Total Revenue | $ | 864 | $ | 864 | — | % | ||
| Direct Revenue | $ | 845 | $ | 848 | — | % | ||
| Operating Income | $ | 194 | $ | 205 | (5) | % | ||
| Operating Income Margin | 22 | % | 24 | % | ||||
| Adjusted Operating Income | $ | 290 | $ | 306 | (5) | % | ||
| Adjusted Operating Income Margin | 34 | % | 35 | % | ||||
| Payers | 14,093 | 14,841 | (5) | % | ||||
| RPP | $ | 20.00 | $ | 19.05 | 5 | % |
1 As defined on page 10 of this press release.
Other Quarterly Highlights:
•Tinder launched Double Date globally in June, introducing a new social discovery feature that lets users connect as a pair. Rolled out six months ahead of schedule, the feature is already showing strong early traction, with 92% of Double Date users under 30.
•Tinder advanced development of new product features focused on solving three core Gen Z user pain points: authenticity, dating fatigue, and outcomes. Recent initiatives include a redesigned Recommendations engine and a new Interactive Matching product (also referred to as “AI-enabled Discovery”). Upcoming features include a Modes navigation system that lets users tailor discovery to their dating goals, and Contextual Liking, which enables users to react to specific parts of a profile.
•Tinder improved platform trust and authenticity through the expanded rollout of Face Check, which helps confirm users are real and match their photos, and enhanced Bot Detection systems that more effectively identify bad actors while reducing false positives.
•Hinge continued its strong performance, with MAU up nearly 20% year-over-year in the first half of 2025. In European Expansion2 markets, users grew over 60% year-over-year as locally tailored brand campaigns drove gains in awareness and perception. Hinge is set to expand into Mexico and Brazil later this year.
•Hinge’s new AI-powered Core Discovery Algorithm has driven a 15% increase in matches and contact exchanges since launching in March. Additional features like Prompt Feedback and Chat-Specific Notifications improved onboarding quality and user engagement.
A webcast of our second 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, August 5, 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 October 17, 2025 to stockholders of record as of October 3, 2025.
Financial Outlook
For Q3 2025, Match Group expects:
•Total Revenue of $910 to $920 million, up 2% to 3% Y/Y.
•Adjusted Operating Income of $330 to $335 million, down 3% Y/Y.
•Adjusted Operating Income Margin of approximately 36% at the midpoints of the ranges.
2 European Expansion markets include Austria, Denmark, Finland, France, Germany, Italy, Netherlands, Norway, Spain, Sweden, and Switzerland.
Financial Results
Consolidated Operating Costs and Expenses
| Three Months Ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | 2025 | % of Revenue | 2024 | % of Revenue | Y/Y Change | |||
| Cost of revenue | $ | 241,938 | 28% | $ | 244,988 | 28% | (1) | % |
| Selling and marketing expense | 148,254 | 17% | 154,628 | 18% | (4) | % | ||
| General and administrative expense | 136,555 | 16% | 114,304 | 13% | 19 | % | ||
| Product development expense | 114,511 | 13% | 113,576 | 13% | 1 | % | ||
| Depreciation | 18,061 | 2% | 21,092 | 2% | (14) | % | ||
| Amortization of intangibles | 10,498 | 1% | 10,952 | 1% | (4) | % | ||
| Total operating costs and expenses | $ | 669,817 | 78% | $ | 659,540 | 76% | 2 | % |
Liquidity and Capital Resources
During the six months ended June 30, 2025, we generated operating cash flow of $437 million and Free Cash Flow of $409 million.
During the quarter ended June 30, 2025, we repurchased 7.6 million shares of our common stock for $225 million on a trade date basis at an average price of $29.45. Between July 1 and July 31, 2025, we repurchased an additional 1.5 million shares of our common stock for $47 million on a trade date basis at an average price of $32.62. As of July 31, 2025, $1.28 billion in aggregate value of shares of Match Group stock remains available under our share repurchase program.
As of June 30, 2025, we had $340 million in cash, cash equivalents, and short-term investments and $3.5 billion of long-term debt, inclusive of current maturities, all of which is fixed rate debt, including $1.2 billion of Exchangeable Senior Notes. Our $500 million revolving credit facility was undrawn as of June 30, 2025. Match Group’s trailing twelve-month leverage3 as of June 30, 2025 was 2.8x on a gross basis and 2.5x on a net basis.
On July 18, 2025, we paid a dividend of $0.19 per share to holders of record on July 3, 2025. The total cash payout was $46 million.
3 Leverage is calculated utilizing the non-GAAP measure Adjusted Operating Income 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 June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| (In thousands, except per share data) | ||||||||
| Revenue | $ | 863,738 | $ | 864,066 | $ | 1,694,916 | $ | 1,723,713 |
| Operating costs and expenses: | ||||||||
| Cost of revenue (exclusive of depreciation shown separately below) | 241,938 | 244,988 | 478,846 | 501,730 | ||||
| Selling and marketing expense | 148,254 | 154,628 | 305,350 | 319,929 | ||||
| General and administrative expense | 136,555 | 114,304 | 248,075 | 220,545 | ||||
| Product development expense | 114,511 | 113,576 | 235,365 | 229,313 | ||||
| Depreciation | 18,061 | 21,092 | 39,790 | 41,613 | ||||
| Amortization of intangibles | 10,498 | 10,952 | 20,976 | 21,319 | ||||
| Total operating costs and expenses | 669,817 | 659,540 | 1,328,402 | 1,334,449 | ||||
| Operating income | 193,921 | 204,526 | 366,514 | 389,264 | ||||
| Interest expense | (32,160) | (40,038) | (67,416) | (80,391) | ||||
| Other (expense) income, net | (4,056) | 10,525 | (1,440) | 19,999 | ||||
| Earnings before income taxes | 157,705 | 175,013 | 297,658 | 328,872 | ||||
| Income tax provision | (32,227) | (41,693) | (54,609) | (72,318) | ||||
| Net earnings | 125,478 | 133,320 | 243,049 | 256,554 | ||||
| Net earnings attributable to noncontrolling interests | — | (6) | (1) | (42) | ||||
| Net earnings attributable to Match Group, Inc. shareholders | $ | 125,478 | $ | 133,314 | $ | 243,048 | $ | 256,512 |
| Net earnings per share attributable to Match Group, Inc. shareholders: | ||||||||
| Basic | $ | 0.51 | $ | 0.50 | $ | 0.98 | $ | 0.96 |
| Diluted | $ | 0.49 | $ | 0.48 | $ | 0.93 | $ | 0.93 |
| Basic shares outstanding | 244,370 | 264,397 | 247,731 | 266,270 | ||||
| Diluted shares outstanding | 263,773 | 281,882 | 267,832 | 284,047 | ||||
| Stock-based compensation expense by function: | ||||||||
| Cost of revenue | $ | 1,715 | $ | 1,809 | $ | 3,550 | $ | 3,520 |
| Selling and marketing expense | 3,124 | 3,298 | 5,866 | 6,136 | ||||
| General and administrative expense | 25,736 | 25,018 | 52,742 | 49,229 | ||||
| Product development expense | 36,892 | 39,742 | 75,703 | 74,802 | ||||
| Total stock-based compensation expense | $ | 67,467 | $ | 69,867 | $ | 137,861 | $ | 133,687 |
Consolidated Balance Sheet
| June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| (In thousands) | ||||
| ASSETS | ||||
| Cash and cash equivalents | $ | 335,243 | $ | 965,993 |
| Short-term investments | 5,172 | 4,734 | ||
| Accounts receivable, net | 342,299 | 324,963 | ||
| Other current assets | 87,201 | 102,072 | ||
| Total current assets | 769,915 | 1,397,762 | ||
| Property and equipment, net | 153,844 | 158,189 | ||
| Goodwill | 2,347,699 | 2,310,730 | ||
| Intangible assets, net | 207,850 | 215,448 | ||
| Deferred income taxes | 270,959 | 262,557 | ||
| Other non-current assets | 117,549 | 121,085 | ||
| TOTAL ASSETS | $ | 3,867,816 | $ | 4,465,771 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| LIABILITIES | ||||
| Current maturities of long-term debt, net | $ | 573,424 | $ | — |
| Accounts payable | 18,535 | 18,262 | ||
| Deferred revenue | 161,868 | 166,142 | ||
| Accrued expenses and other current liabilities | 351,374 | 365,057 | ||
| Total current liabilities | 1,105,201 | 549,461 | ||
| Long-term debt, net of current maturities | 2,855,277 | 3,848,983 | ||
| Income taxes payable | 39,393 | 33,332 | ||
| Deferred income taxes | 12,741 | 11,770 | ||
| Other long-term liabilities | 85,980 | 85,882 | ||
| Commitments and contingencies | ||||
| SHAREHOLDERS’ EQUITY | ||||
| Common stock | 298 | 294 | ||
| Additional paid-in capital | 8,720,153 | 8,756,482 | ||
| Retained deficit | (6,336,705) | (6,579,753) | ||
| Accumulated other comprehensive loss | (400,974) | (449,611) | ||
| Treasury stock | (2,213,653) | (1,791,071) | ||
| Total Match Group, Inc. shareholders’ equity | (230,881) | (63,659) | ||
| Noncontrolling interests | 105 | 2 | ||
| Total shareholders’ equity | (230,776) | (63,657) | ||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 3,867,816 | $ | 4,465,771 |
Consolidated Statement of Cash Flows
| Six Months Ended June 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (In thousands) | ||||
| Cash flows from operating activities: | ||||
| Net earnings | $ | 243,049 | $ | 256,554 |
| Adjustments to reconcile net earnings to net cash provided by operating activities: | ||||
| Stock-based compensation expense | 137,861 | 133,687 | ||
| Depreciation | 39,790 | 41,613 | ||
| Amortization of intangibles | 20,976 | 21,319 | ||
| Deferred income taxes | (7,908) | 16,964 | ||
| Other adjustments, net | 15,721 | (109) | ||
| Changes in assets and liabilities | ||||
| Accounts receivable | (12,739) | (28,670) | ||
| Other assets | 32,304 | 2,410 | ||
| Accounts payable and other liabilities | (19,438) | 3,118 | ||
| Income taxes payable and receivable | (6,071) | (11,690) | ||
| Deferred revenue | (6,586) | (22,128) | ||
| Net cash provided by operating activities | 436,959 | 413,068 | ||
| Cash flows from investing activities: | ||||
| Capital expenditures | (28,297) | (29,905) | ||
| Other, net | (25,976) | (8,807) | ||
| Net cash used in investing activities | (54,273) | (38,712) | ||
| Cash flows from financing activities: | ||||
| Principal payments on Term Loan | (425,000) | — | ||
| Proceeds from issuance of common stock pursuant to stock-based awards | 3,598 | 5,739 | ||
| Withholding taxes paid on behalf of employees on net settled stock-based awards | (89,921) | (10,095) | ||
| Dividends | (94,968) | — | ||
| Purchase of treasury stock | (419,676) | (387,366) | ||
| Purchase of noncontrolling interests | (84) | (737) | ||
| Other, net | (6,225) | (2,184) | ||
| Net cash used in financing activities | (1,032,276) | (394,643) | ||
| Total cash used | (649,590) | (20,287) | ||
| Effect of exchange rate changes on cash and cash equivalents | 18,840 | (4,361) | ||
| Net decrease in cash and cash equivalents | (630,750) | (24,648) | ||
| Cash, cash equivalents, and restricted cash at beginning of period | 965,993 | 862,440 | ||
| Cash, cash equivalents, and restricted cash at end of period | $ | 335,243 | $ | 837,792 |
Reconciliations of GAAP to Non-GAAP Measures
Reconciliation of Operating Income to Adjusted Operating Income
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (Dollars in thousands) | ||||||||||||
| Operating Income | $ | 193,921 | $ | 204,526 | $ | 366,514 | $ | 389,264 | ||||
| Stock-based compensation expense | 67,467 | 69,867 | 137,861 | 133,687 | ||||||||
| Depreciation | 18,061 | 21,092 | 39,790 | 41,613 | ||||||||
| Amortization of intangibles | 10,498 | 10,952 | 20,976 | 21,319 | ||||||||
| Adjusted Operating Income | $ | 289,947 | $ | 306,437 | $ | 565,141 | $ | 585,883 | ||||
| Revenue | $ | 863,738 | $ | 864,066 | $ | 1,694,916 | $ | 1,723,713 | ||||
| Operating Income Margin | 22 | % | 24 | % | 22 | % | 23 | % | ||||
| Adjusted Operating Income Margin | 34 | % | 35 | % | 33 | % | 34 | % |
Reconciliation of Operating Income to Adjusted Operating Income used in Leverage Ratios
| Twelve months ended<br>June 30, 2025 | ||
|---|---|---|
| (In thousands) | ||
| Operating Income | $ | 800,562 |
| Stock-based compensation expense | 271,555 | |
| Depreciation | 85,676 | |
| Impairments and amortization of intangibles | 73,832 | |
| Adjusted Operating Income | $ | 1,231,625 |
Reconciliation of Forecasted Operating Income to Forecasted Adjusted Operating Income
| Three Months EndedSeptember 30, 2025 | |
|---|---|
| (In millions) | |
| Operating Income | 241 to 246 |
| Stock-based compensation expense | 63 |
| Depreciation and amortization of intangibles | 26 |
| Adjusted Operating Income | 330 to 335 |
| Revenue | 910 to 920 |
| Operating Income Margin (at the mid-point of the ranges) | 27 |
| Adjusted Operating Income Margin (at the mid-point of the ranges) | 36 |
All values are in US Dollars.
Reconciliation of Operating Cash Flow to Free Cash Flow
| Six Months Ended June 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (In thousands) | ||||
| Net cash provided by operating activities | $ | 436,959 | $ | 413,068 |
| Capital expenditures | (28,297) | (29,905) | ||
| Free Cash Flow | $ | 408,662 | $ | 383,163 |
Reconciliation of GAAP Revenue to Non-GAAP Revenue, Excluding Foreign Exchange Effects
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | Change | % Change | 2024 | 2025 | Change | % Change | 2024 | |||||||
| (Dollars in millions, rounding differences may occur) | ||||||||||||||
| Total Revenue, as reported | $ | 863.7 | — | % | $ | 864.1 | $ | 1,694.9 | (2) | % | $ | 1,723.7 | ||
| Foreign exchange effects | (11.2) | 8.2 | ||||||||||||
| Total Revenue, excluding foreign exchange effects | $ | 852.5 | (1) | % | $ | 864.1 | $ | 1,703.1 | (1) | % | $ | 1,723.7 |
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 | 7/31/2025 | |
|---|---|---|
| Share Price | $34.27 | |
| Absolute Shares | 240.6 | |
| Equity Awards | ||
| Options | $16.76 | 0.3 |
| RSUs and subsidiary denominated equity awards | 8.2 | |
| Total Dilution - Equity Awards | 8.5 | |
| Outstanding Warrants | ||
| Warrants expiring on September 15, 2026 (6.7 million outstanding) | $132.39 | — |
| Warrants expiring on April 15, 2030 (6.9 million outstanding) | $132.45 | — |
| Total Dilution - Outstanding Warrants | — | |
| Total Dilution | 8.5 | |
| % Dilution | 3.4% | |
| Total Diluted Shares Outstanding | 249.1 |
______________________
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 $9.3 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 $282.2 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 June 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 Operating Income, Adjusted Operating Income 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 Operating Income, Adjusted Operating Income 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 Operating Income is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements, as applicable. We believe Adjusted Operating Income is useful to analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. The above items are excluded from our Adjusted Operating Income measure because they are non-cash in nature. Adjusted Operating Income has certain limitations because it excludes certain expenses.
Adjusted Operating Income Margin is defined as Adjusted Operating Income divided by revenues. We believe Adjusted Operating Income Margin is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Adjusted Operating Income 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 Operating Income.
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®, HER, 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 last 28 days as of the measurement date. 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 Operating Income 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 Operating Income 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 August 5, 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 2025.08.05 EX99.2 1 Source: Sensor Tower. Combined revenue and active users across Apple App Store and Google Play Store.
| 1 |
|---|
Exhibit 99.2
Q2 2025 Match Group Prepared Remarks
Since stepping into the CEO role six months ago,
my goal has been to confront the hard truths, take
decisive action, and reshape Match Group and
Tinder into an innovative product-and-engineering-
first company, optimized for user outcomes and
built for the long term.
Over the last six months, that is exactly what we
have done.
This is a three-phase turnaround: first we Reset the
company, then we Revitalize the products, and last,
we undergo a Resurgence with our audience – and
investors.
Phase One - “Reset”
Let’s start with a recap of Phase One.
I spent the first few months of this “Reset” phase learning the businesses, getting to
know our teams, and rebooting the culture to emphasize urgency and
accountability.
Match Group is a multi-brand company with over 20 different apps in the dating and
human connection space. Some of them, like Hinge and Azar®, are growing rapidly
and simply need more resources and time to achieve their full potential. Other
brands need more focused attention in order to improve their results. Tinder needs a
lot of work, and it is therefore my primary focus.
As the largest dating app in the world by revenue and usage1, Tinder has
unparalleled brand awareness and scale. But the product had grown stale through a
lack of innovation and a focus on short-term monetization. To address this, we acted
quickly by installing new management, improving the product roadmap, and
placing Tinder under my direct leadership given its central role in Match Group’s
performance.
We started by fixing what wasn’t working at Tinder, beginning with organizational
design. We flattened the org by removing over 20% of managers and reducing the
size of teams. We then created autonomous product and engineering pods with
greater accountability. We retooled the culture to prioritize urgency and user
outcomes. We doubled our release cadence – we now ship new code to production
| 2 |
|---|
every week instead of every two weeks. We have changed decision-making so it is
informed by data but no longer burdened by analysis paralysis. We broke down silos
between Tinder and other Match Group brands in order to gain the benefits of our
company’s scale and centralized core functions like shared data and content
moderation. We now allow nearly 1,000 engineers at Match Group, across all of our
brands, to see one another’s code in a shared GitHub repository, allowing for
unprecedented cross-brand visibility and collaboration. In addition to rolling out
Cursor and other artificial intelligence (“AI”) coding assistants globally, we created a
centralized AI group building shared AI tooling for all of our brands.
The most important changes at Tinder centered around our product strategy and
roadmap, which we realigned to prioritize low-pressure ways to connect.
An important part of Phase One’s “Reset” was communicating with employees and
shareholders about what needed to change, both internally in our culture and across
our products. I shared that directly with employees in a company-wide letter in
March and then, when I took the helm at Tinder, followed through with new product
principles that are already showing up in how we operate.
We are now guided by a commitment to speed, accountability, and relentless
product execution. We also aligned all of our brands around a single organizing
principle: delivering real user outcomes.
We now think about those outcomes across a broad spectrum, from casual to
serious, romantic to platonic, and we are building apps that support the full range of
user preferences. We have crystallized our brand strategy such that Hinge is
singularly focused on winning in the intentioned dating category, Tinder is focused
on winning in the casual connections category, our E&E brands are focused on
unleashing the power of a unified platform and supporting communities with
shared identities, and MG Asia is focused on launching and growing our brands in
Asia and expanding Azar’s low-pressure, 1-1 video service globally.
Phase Two - “Revitalize”
With Phase One complete, we’ve now entered Phase Two: “Revitalize”, where the
product begins to reflect our renewed commitment to users and user outcomes.
I’m going to talk through the rapid product acceleration at Tinder, the tremendous
momentum and growth at Hinge, and how we’re scaling new brands across the
portfolio with focus and intention.
| 3 |
|---|
Tinder®
The product roadmap aims to solve three core user pain points: authenticity, dating
fatigue, and outcomes.
In just the last few months, there has been a burst of energy and urgency to launch
several initiatives at Tinder.
•We launched Double Date globally in June, giving users a new, social way to
connect as a pair. Rolled out six months ahead of schedule, it’s showing strong
early traction with 92% of Double Date users under 30. Women who are
pairing up are three times more likely to send a Like and four times more
likely to match compared to when using Tinder solo.
•In New Zealand, we’ve piloted an Interactive Matching product (sometimes
referred to as “daily drop” or “AI-enabled discovery”), which is a whole new way
to use Tinder that goes deeper to deliver high-quality, personalized matches.
We are expanding this to other regions shortly.
•We’ve made substantial progress in Trust & Safety by expanding our Face
Check service, a facial liveness check feature that helps confirm users are real
and match their profile photos, to new markets, including California.
•At the same time, we’ve made strides on authenticity by enhancing our Bot
Detection systems, reducing false positives, meaning fewer legitimate users
are being mistakenly flagged, while also further reducing bad actors. With
more sophisticated detection models in place, we’re making the platform
safer and more trustworthy at scale.
| 4 |
|---|
•We’ve started testing a more flexible Preferences system, like height as a
premium preference option, which gives users more control over their
matches.
This builds on what I shared in February: long-term investments to strengthen the
ecosystem and drive sustainable value. Here’s what we have planned through the
end of the year on Tinder:
•We’re testing major updates to our Recommendations engine to show users
more compatible matches.
•We’re rolling out Contextual Liking and Messaging, giving users a low
pressure way to engage by reacting to specific parts of a profile. This makes
likes more purposeful and increases the chances of starting a real
conversation.
•We’re on track to test version one of a redesigned See Who Likes You tab this
fall with the dual goal of helping users connect with people they’re more likely
to be interested in, as well as to drive more revenue.
•We’re preparing to introduce a feature called Modes, a new navigation system
that lets users toggle between different dating goals and discovery
experiences in real time for serendipitous connections.
•We’ll expand our Interactive Matching product, with additional geographies
coming online by year-end.
•And we’ll take the first steps toward a User Interface (“UI”) refresh in Q3, with
a cleaner, faster, and more modern look across the entire app.
| 5 |
|---|
For the first time in a long time, Tinder’s pace of product innovation is strong. To
track progress, I am focused on metrics connected with user outcomes — things like
match rate, contact exchange, and inferred IRL meetups. Many of these deeper
signals are trending up, and we’re actively exploring ways to give investors more
visibility into these metrics.
Hinge®
This focus on real-world outcomes applies across the portfolio, and nowhere is that
clearer than at Hinge. Simply put, Hinge is crushing it. Hinge’s success should put to
rest any doubts about whether the online dating category is out of favor among
users. Hinge shows that a great team that is highly motivated can build great
products which attract huge audiences and create significant revenue and
shareholder value. This is the formula we are following in the turnaround at Hinge’s
sister brand, Tinder, and Hinge’s success gives me pride in Hinge but also confidence
in Tinder.
At Hinge, everything ladders up to one north star: Getting Users on More Great
Dates. It’s how we measure success and stay focused on delivering real-world
outcomes. And it’s been a huge driver of our success. As a result, Hinge is well-
positioned to deliver accelerating year-over-year (“Y/Y”) revenue growth in each
subsequent quarter of 2025, a particularly impressive accomplishment at a business
of this scale, while also continuing to expand margins.
So how is Hinge achieving this? As one might expect, it’s the tried and true
combination of product innovation leading to audience growth. Let’s start with the
product. Over the past several months, Hinge has rolled out a number of core
initiatives designed to keep intentionality front and center in our users' dating
experience.
•We launched a new AI-powered Recommendation Algorithm in March that
is driving a 15% increase in matches and contact exchanges, driving
meaningfully more great dates for our users. And it’s important to note that
while we are creating more value for users, we are also observing meaningful
upticks in payer conversion.
•We rolled out Prompt Feedback, a first-of-its-kind AI feature that gives users
real-time suggestions during onboarding to help them better express
themselves on their profile. This reduced generic answers by a third and more
than doubled thoughtful, high-quality responses, helping spark better first
impressions and more meaningful connections.
•We rebuilt our notifications platform, unlocking faster delivery & robust
metrics tracking. This has enabled us to launch Chat-Specific Notifications,
helping users maintain momentum with matches they’re most interested in.
| 6 |
|---|
Over the second half of 2025, Hinge will continue to develop its product strategies to
address user needs.
•In the first half of 2025, users’ Discover experience became more personalized
and relevant to their preferences. In the second half, we plan to noticeably
improve Recommendations throughout the app experience as more of our
algorithms are powered by AI. Users will see and feel this difference in
experiences, including Boost, Standouts, Most Compatible, and more.
•In the first half of 2025, we experimented with different coaching capabilities
and dogfooded several AI-powered features. In the second half, these
experiences will move into test and include:
◦Warm Intros, which will highlight small yet meaningful details on
select profiles to give daters a deeper consideration of compatibility.
◦And Conversation Starters, which offer personalized prompts to help
daters break the ice and spark more meaningful conversations.
Turning now to user growth, Hinge is growing users in every geography it operates
in. Hinge grew its MAU by nearly 20% Y/Y in the first half of the year.
2 European Expansion markets include Austria, Denmark, Finland, France, Germany, Italy, Netherlands, Norway,
Spain, Sweden, and Switzerland.
| 7 |
|---|
In European markets, its momentum continues to build as we enter our third year of
expansion, with MAU up more than 60% Y/Y in European Expansion2 markets in the
first half of 2025. This growth is driven by brand campaigns tailored to local dating
culture, boosting awareness and perception.
While there is still much more room for growth in Europe, we are excited to further
Hinge’s growth ambitions with planned launches in Mexico and Brazil later this year.
With strong user growth and continued product innovation, Hinge is delivering on
its mission for users. It has become the most reliable growth engine in our portfolio,
and one of the most exciting businesses in consumer tech today.
Strategic Growth Drivers
Across the rest of our portfolio, we’re applying the same focus: building for distinct
audiences, prioritizing user outcomes, and driving urgency.
With a stronger financial foundation from our recent restructuring, favorable foreign
exchange (“FX”) trends, and reduced in-app purchase (“IAP”) fees through alternative
payments testing, we believe we are in a position to reinvest savings while still
delivering on our revenue and margin targets. I am excited by our plan to allocate
approximately $50 million in the second half of 2025 toward product testing at
Tinder, geographic expansion for Hinge, Azar, and The League®, and early-stage bets
like Archer®, HER, and a new dating app concept.
These investments reflect our commitment to delivering more value to users
through product innovation and to driving long-term, sustainable growth across the
portfolio.
Phase Three - “Resurgence”
In 2026 and 2027, we expect to enter the third phase of our product evolution:
“Resurgence”.
We intend to transform Tinder into a low-pressure, serendipitous experience
designed for Gen Z. We expect Hinge to extend its leadership in intentioned dating,
powered by both continued AI innovation and international growth. And across the
board, we believe the category will enter a new era — with renewed trust, strong
demand, and long-term growth potential.
We are operating like a company that is just getting started. And we believe the best
chapters of this category and company are still ahead.
We are moving with urgency. We are obsessed with product. And we are building for
the long term.
| 8 |
|---|
Q2 2025 Financial Performance
We are pleased with the Q2 results, as both Match Group Total Revenue and
Adjusted Operating Income (“AOI”) exceeded the high-end of our guidance,
excluding a $14 million charge for a preliminary settlement with the Federal Trade
Commission relating to a case filed in September 2019 (“legal settlement charge”),
which we did not anticipate at the time of May earnings.
The team is executing well against the three-part turnaround Spencer laid out to
drive sustainable long-term user growth, revenue growth, and profitability.
In Q2, Match Group’s Total Revenue was $864 million, flat Y/Y, down 1% Y/Y on an FX
neutral basis (“FXN”). FX was in-line with our expectations at the time of our last
earnings call. Excluding the exit of our live streaming businesses (“Ex-Live”), Total
Revenue was up 1% Y/Y and flat Y/Y FXN. Payers declined 5% Y/Y to 14.1 million, while
RPP grew 5% to $20.00. Indirect revenue was up 15% Y/Y, driven by continued
strength in the advertising business.
In Q2, Match Group’s Operating Income (“OI”) was $194 million, down 5% Y/Y,
representing an OI margin of 22%, and AOI was $290 million, down 5% Y/Y,
representing an AOI margin of 34%. Excluding costs associated with restructuring of
our operations of $18 million and the legal settlement charge of $14 million, OI
increased 10% Y/Y, representing an OI margin of 26% and AOI increased 5% Y/Y,
representing an AOI margin of 37%.
•Tinder Direct Revenue in Q2 was $461 million, down 4% Y/Y and down 5% Y/Y
FXN. Payers declined 7% Y/Y to 9.0 million and RPP grew 3% Y/Y to $17.14. OI in
the quarter was $217 million, down 1% Y/Y, representing an OI margin of 46%.
AOI in the quarter was $246 million, down 2% Y/Y, representing an AOI margin
| 9 |
|---|
of 52%. OI and AOI were negatively impacted by costs associated with
restructuring of our operations.
•Hinge continued its strong momentum in Q2 with Direct Revenue of $168
million, up 25% Y/Y and up 24% Y/Y FXN. Payers grew 18% Y/Y to 1.7 million and
RPP grew 6% to $31.96, driven by strong user growth across all markets
combined with continued monetization optimizations. OI was $39 million in
the quarter, up 29% Y/Y, representing an OI margin of 23%. AOI was $54
million, up 27% Y/Y, representing an AOI margin of 32%.
•E&E Direct Revenue in Q2 was $148 million, down 8% Y/Y and down 10% Y/Y
FXN. Ex-Live, E&E Direct Revenue in Q2 was down 6% Y/Y and down 8% Y/Y
FXN. Payers declined 15% Y/Y to 2.3 million, while RPP rose 8% Y/Y to $21.34. In
Q2, E&E delivered an Operating Loss of $(4) million, a decrease of $24 million
Y/Y, and AOI of $16 million, down 62% Y/Y, representing an AOI margin of 11%.
OI and AOI were negatively impacted by the legal settlement charge and
costs associated with restructuring of our operations.
•MG Asia delivered Direct Revenue in Q2 of $69 million, down 6% Y/Y and down
8% Y/Y FXN. Ex-Live, Direct Revenue in Q2 was up 3% Y/Y and up 2% Y/Y FXN.
Azar Direct Revenue was up 3% Y/Y and up 6% Y/Y FXN. Pairs® Direct Revenue
was up 3% Y/Y and down 5% Y/Y FXN. Across MG Asia, Payers increased 6% Y/Y
to 1.1 million, while RPP declined 12% Y/Y to $21.53, partially due to the exit of
Hakuna mid-last year. MG Asia had an Operating Loss of $(0.3) million in the
quarter, an improvement of $5 million Y/Y, and delivered AOI of $16 million, up
16% Y/Y, representing an AOI margin of 23%.
Consolidated Operating Costs and Expenses
Including stock-based compensation (“SBC”) expense, total expenses were up 2% Y/Y
in Q2. Cost of revenue decreased 1% Y/Y and represented 28% of Total Revenue, flat Y/
Y, driven by reduced variable expenses from the shutdown of our live streaming
services mid-last year and lower web services costs at Tinder, offset by an increase in
IAP fees, primarily at Hinge. Selling and marketing costs decreased $6 million, or 4%
Y/Y, due to lower marketing spend at Tinder and E&E, and was down one point Y/Y as
a percentage of Total Revenue at 17%. General and administrative costs increased
19% Y/Y, up three points Y/Y as a percentage of Total Revenue to 16%, driven primarily
by costs associated with restructuring of our operations and the legal settlement
charge. Product development costs grew 1% Y/Y and were flat Y/Y as a percent of
Total Revenue at 13%. Depreciation and amortization decreased by $3 million Y/Y to
$29 million.
3 Leverage is calculated utilizing the non-GAAP measure Adjusted Operating Income as the denominator. For a
reconciliation of the non-GAAP measure for each period presented, see page 13.
| 10 |
|---|
Capital Allocation & Liquidity
Our gross leverage was 2.8x and net leverage3 was 2.5x at the end of Q2. We ended
the quarter with $340 million of cash, cash equivalents, and short-term investments
on hand. In Q2, we repurchased 7.6 million of our shares at an average price of $29.45
per share on a trade date basis for a total of $225 million and paid $47 million in
dividends, deploying nearly 120% of our Free Cash Flow for capital return to
shareholders. We maintain our commitment to target returning 100% of Free Cash
Flow to shareholders on a full year basis through share buybacks and the dividend.
Financial Guidance
Q3 2025
We expect Q3 Total Revenue for Match Group of $910 million to $920 million, up 2%
to 3% Y/Y. This range assumes a one-point Y/Y tailwind from FX. FXN, we expect Total
Revenue to be up 1% to 2% Y/Y. We expect Match Group AOI of $330 million to $335
million in Q3, representing a Y/Y decline of 3%, and AOI margin of 36% at the
midpoints of the ranges. The expected Y/Y decline in AOI is driven by an expected
17% Y/Y increase in marketing spend due to the timing of brand campaigns at Tinder
and Hinge and our savings reinvestments.
| Total Revenue | Adjusted Operating Income | |
|---|---|---|
| Q3 2025 | $910 to $920 million | $330 to $335 million |
Full Year 2025 Guidance
For the full year 2025, we expect Match Group Total Revenue to be towards the high-
end of our guidance range primarily due to positive FX impacts. We now expect a
nearly half-point tailwind from FX, which is nearly three points better than we
expected when we provided our initial outlook in February. FXN Ex-Live, we expect
Total Revenue growth to be within the initial guidance range we provided in
February. We expect Y/Y Indirect Revenue growth in the mid-teens given strong
performance in the first half of the year.
We expect to achieve our 36.5% AOI margin target after excluding an expected $25
million in costs associated with restructuring of our operations (of which $18 million
was realized in Q2) and the $14 million legal settlement charge, which would equate
to an approximately 35.4% AOI margin on an as reported basis. Our margin
expectations include the approximately $50 million of reinvestments Spencer
| 11 |
|---|
outlined earlier. We will continue to monitor the return on these investments, as well
as business and FX trends, as the year progresses.
We expect Free Cash Flow of $1.06 to $1.09 billion, a meaningful improvement from
our initial guidance in February, driven by an increase in Free Cash Flow conversion,
partially due to expected lower cash taxes from the new U.S. tax law. We expect
capital expenditures of $55 to $65 million.
We expect SBC expense to be $260 to $270 million, an improvement from the
guidance we provided at our last earnings in May due to restructuring of our
operations and our continued focus on managing headcount costs.
We continue to test alternative payments across our brands, including Tinder, and
expect to have an alternative payment option in test at Hinge by late Q3. Additional
savings from further rollout and optimizations of alternative payments is not
included in our guidance and could provide margin upside or fund growth
initiatives.
In June, Canada announced its intention to rescind its Digital Services Tax. If, and
when, it enacts the change into law we expect a one-time benefit to AOI related to
expenses accrued in prior periods. We anticipate this change could be enacted into
law as soon as September; however, we have not included it in our AOI guidance.
Other Updates
we plan to make changes to how we report certain financial measures and metrics
to better align ourselves with our tech peers.
Starting next quarter, we will rename our non-GAAP profitability measure from
Adjusted Operating Income to Adjusted EBITDA. There is no numerical difference
between Adjusted EBITDA and AOI. We plan to continue to include discrete
expenses, such as restructuring costs, but intend to reference such expenses, if
significant, in our earnings materials.
We also plan to change our MAU definition from a last 28-day to a calendar month
basis. We plan to provide a reconciliation of MAU using both definitions.
| 12 |
|---|
Appendix
Reconciliations of GAAP to Non-GAAP Measures
Reconciliation of Operating Income to Adjusted Operating Income
| Three Months Ended June 30, 2025 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Tinder | Hinge | E&E | MG Asia | Corporate &<br><br>unallocated<br><br>costs | Eliminations | Total Match<br><br>Group | ||||||||||
| (Dollars in thousands) | ||||||||||||||||
| Operating Income<br><br>(Loss) | $216,968 | $38,926 | $(4,397) | $(262) | $(57,314) | $— | $193,921 | |||||||||
| Stock-based<br><br>compensation<br><br>expense | 23,722 | 14,044 | 10,409 | 5,652 | 13,640 | — | 67,467 | |||||||||
| Depreciation | 5,524 | 865 | 6,500 | 3,623 | 1,549 | — | 18,061 | |||||||||
| Amortization of<br><br>intangibles | — | — | 3,559 | 6,939 | — | — | 10,498 | |||||||||
| Adjusted Operating<br><br>Income (Loss) | $246,214 | $53,835 | $16,071 | $15,952 | $(42,125) | $— | $289,947 | |||||||||
| Revenue | $476,701 | $167,505 | $151,349 | $69,155 | $— | $(972) | $863,738 | |||||||||
| Operating Income<br><br>Margin | 46% | 23% | (3)% | —% | NA | NA | 22% | |||||||||
| Adjusted Operating<br><br>Income Margin | 52% | 32% | 11% | 23% | NA | NA | 34% | Three Months Ended June 30, 2024 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | |||||||||
| Tinder | Hinge | E&E | MG Asia | Corporate &<br><br>unallocated<br><br>costs | Eliminations | Total Match<br><br>Group | ||||||||||
| (Dollars in thousands) | ||||||||||||||||
| Operating Income<br><br>(Loss) | $218,530 | $30,214 | $19,636 | $(5,365) | $(58,489) | $— | $204,526 | |||||||||
| Stock-based<br><br>compensation<br><br>expense | 23,415 | 11,464 | 14,620 | 6,758 | 13,610 | — | 69,867 | |||||||||
| Depreciation | 9,752 | 547 | 5,154 | 4,336 | 1,303 | — | 21,092 | |||||||||
| Amortization of<br><br>intangibles | — | — | 2,906 | 8,046 | — | — | 10,952 | |||||||||
| Adjusted Operating<br><br>Income (Loss) | $251,697 | $42,225 | $42,316 | $13,775 | $(43,576) | $— | $306,437 | |||||||||
| Revenue | $492,908 | $133,569 | $163,757 | $73,838 | $— | $(6) | $864,066 | |||||||||
| Operating Income<br><br>(Loss) Margin | 44% | 23% | 12% | (7)% | NA | NA | 24% | |||||||||
| Adjusted Operating<br><br>Income Margin | 51% | 32% | 26% | 19% | NA | NA | 35% | |||||||||
| 13 | ||||||||||||||||
| --- |
Reconciliation of Operating Income to Adjusted Operating Income used
in Leverage Ratios
| Twelve months<br><br>ended<br><br>June 30, 2025 | |
|---|---|
| (In thousands) | |
| Operating Income | $800,562 |
| Stock-based compensation expense | 271,555 |
| Depreciation | 85,676 |
| Impairments and amortization of intangibles | 73,832 |
| Adjusted Operating Income | $1,231,625 |
Reconciliation of Forecasted Operating Income to Forecasted Adjusted
Operating Income
| Three Months Ended<br><br>September 30, 2025 | |
|---|---|
| (In millions) | |
| Operating Income | $241 to $246 |
| Stock-based compensation expense | 63 |
| Depreciation and amortization of intangibles | 26 |
| Adjusted Operating Income | $330 to $335 |
| Revenue | $910 to $920 |
| Operating Income Margin (at the mid-point of the ranges) | 27% |
| Adjusted Operating Income Margin (at the mid-point of the ranges) | 36% |
Reconciliation of Operating Cash Flow to Free Cash Flow
| Six Months Ended<br><br>June 30, 2025 | |
|---|---|
| (In thousands) | |
| Net cash provided by operating activities | $436,959 |
| Capital expenditures | (28,297) |
| Free Cash Flow | $408,662 |
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 | $1,125 to $1,145 |
| Capital expenditures | (55 to 65) |
| Free Cash Flow | $1,060 to $1,090 |
| 14 | |
| --- |
Reconciliation of GAAP Revenue to Non-GAAP Revenue, Excluding
Foreign Exchange Effects
| Three Months Ended June 30, | ||||
|---|---|---|---|---|
| 2025 | $ Change | % Change | 2024 | |
| (Dollars in millions, rounding differences may<br><br>occur) | ||||
| Total Revenue, as reported | $863.7 | $(0.3) | —% | $864.1 |
| Foreign exchange effects | (11.2) | |||
| Total Revenue, excluding foreign exchange effects | $852.5 | $(11.5) | (1)% | $864.1 |
| Total Revenue, excluding Hakuna and other of our live streaming services, as reported | $863.7 | $9.6 | 1% | $854.1 |
| Foreign exchange effects | (11.2) | |||
| Total Revenue, excluding Hakuna and other of our live streaming services, excluding<br><br>foreign exchange effects | $852.5 | $(1.6) | —% | $854.1 |
| Direct Revenue, as reported | $845.5 | $(2.7) | —% | $848.1 |
| Foreign exchange effects | (11.1) | |||
| Direct Revenue, excluding foreign exchange effects | $834.3 | $(13.8) | (2)% | $848.1 |
| Tinder Direct Revenue, as reported | $461.2 | $(18.8) | (4)% | $479.9 |
| Foreign exchange effects | (6.2) | |||
| Tinder Direct Revenue, excluding foreign exchange effects | $454.9 | $(25.0) | (5)% | $479.9 |
| Hinge Direct Revenue, as reported | $167.5 | $33.9 | 25% | $133.6 |
| Foreign exchange effects | (1.6) | |||
| Hinge Direct Revenue, excluding foreign exchange effects | $165.9 | $32.4 | 24% | $133.6 |
| E&E Direct Revenue, as reported | $147.9 | $(13.1) | (8)% | $160.9 |
| Foreign exchange effects | (2.2) | |||
| E&E Direct Revenue, excluding foreign exchange effects | $145.6 | $(15.3) | (10)% | $160.9 |
| E&E, excluding live streaming, Direct Revenue, as reported | $147.9 | $(10.0) | (6)% | $157.9 |
| Foreign exchange effects | (2.2) | |||
| E&E, excluding live streaming, Direct Revenue, excluding foreign exchange effects | $145.6 | $(12.2) | (8)% | $157.9 |
| MG Asia Direct Revenue, as reported | $68.9 | $(4.8) | (6)% | $73.7 |
| Foreign exchange effects | (1.1) | |||
| MG Asia Direct Revenue, excluding foreign exchange effects | $67.8 | $(5.8) | (8)% | $73.7 |
| MG Asia Direct Revenue excluding Hakuna, as reported | $68.9 | $2.1 | 3% | $66.8 |
| Foreign exchange effects | (1.1) | |||
| MG Asia Direct Revenue excluding Hakuna, excluding foreign exchange effects | $67.8 | $1.0 | 2% | $66.8 |
| Azar Direct Revenue | $40.3 | $1.3 | 3% | $38.9 |
| Foreign exchange effects | 1.0 | |||
| Azar Direct Revenue, excluding foreign exchange effects | $41.3 | $2.3 | 6% | $38.9 |
| Pairs Direct Revenue, as reported | $28.7 | $0.8 | 3% | $27.9 |
| Foreign exchange effects | (2.1) | |||
| Pairs Direct Revenue, excluding foreign exchange effects | $26.6 | $(1.3) | (5)% | $27.9 |
| 15 | ||||
| --- |
Non-GAAP Financial Measures
Match Group reports Adjusted Operating Income, Adjusted Operating Income 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 Operating Income, Adjusted
Operating Income 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 Operating Income is defined as operating income excluding: (1) stock-based compensation
expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible
assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses
recognized on changes in the fair value of contingent consideration arrangements, as applicable. We
believe Adjusted Operating Income is useful to analysts and investors as this measure allows a more
meaningful comparison between our performance and that of our competitors. The above items are
excluded from our Adjusted Operating Income measure because they are non-cash in nature. Adjusted
Operating Income has certain limitations because it excludes certain expenses.
Adjusted Operating Income Margin is defined as Adjusted Operating Income divided by revenues. We
believe Adjusted Operating Income Margin is useful for analysts and investors as this measure allows a
more meaningful comparison between our performance and that of our competitors. Adjusted
Operating Income 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 Operating
Income.
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
| 16 |
|---|
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®, HER, 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
| 17 |
|---|
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 last 28 days as of the measurement date. 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 Operating
Income 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 Operating Income 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
August 5, 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.