Risk Factors Dashboard
Once a year, publicly traded companies issue a comprehensive report of their business, called a 10-K. A component mandated in the 10-K is the ‘Risk Factors’ section, where companies disclose any major potential risks that they may face. This dashboard highlights all major changes and additions in new 10K reports, allowing investors to quickly identify new potential risks and opportunities.
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Risk Factors - MTCH
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Item 1A. Risk FactorsMatch Group maintains an information security program designed to identify, protect against, detect, Our policies, standards, processes and practices for assessing, identifying, and managing material risks from standards. This does not imply that we meet any particular technical standards, specifications or requirements, cybersecurity risks relevant to our business. We have also obtained various industry certifications and We have not identified risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us. However, we face ongoing Our Board of Directors, in coordination with the Audit Committee, oversees our management of Our cybersecurity program is managed by our SVP, Security Engineering, who reports to our Chief Legal Officer . Our SVP, Security Engineering, has over 20 years of industry experience, including serving in similar roles companies. The information security teams provide regular reports to senior management and other relevant 
Risk Factor Summary
Our business is subject to a number of risks, including risks that may prevent us from achieving our
business objectives or may adversely affect our business, financial condition, and results of operations. These
risks are discussed more fully below and include, but are not limited to:
Risk relating to our business
•If we fail to retain existing users or add new users, or if our users do not convert to paying users, our
revenue, financial results, and business may be significantly harmed.
•The industry for social connection apps is competitive, with low switching costs and a consistent stream
of new services and entrants, and innovation by our competitors may disrupt our business.
•Our restructuring and reorganization activities may be disruptive to our operations and harm our
business, and the investments we make in our business with the savings from such activities may not
achieve the intended results.
•Our growth and profitability rely, in part, on our ability to attract and retain users through cost-effective
marketing efforts.
•Distribution and marketing of, and access to, our services rely, in significant part, on a variety of third-
party platforms, in particular, mobile app stores.
•Inappropriate actions by certain of our users could be attributed to us or may not be adequately
prevented by us and consequently damage our brands’ reputations.
•Dependence on our key personnel.
•Our operations are subject to volatile global economic conditions, particularly those that adversely
impact consumer confidence and spending behavior.
•We have experienced, and in the future may again experience, operational and financial risks in
connection with acquisitions.
•We have incurred impairment charges related to our intangible assets in the past and may incur further
impairment charges related to our goodwill and other intangible assets in the future.
•We operate in various international markets, including certain markets in which we have limited
experience, and some of our brands continue to seek to increase their international scope.
•Foreign currency exchange rate fluctuations have adversely affected and may in the future adversely
affect our results of operations.
•Our user metrics and other estimates are subject to inherent challenges in measurement, and real or
perceived inaccuracies in those metrics may adversely affect our business, results of operations, and
reputation.
•The limited operating history of our newer brands and services makes it difficult to evaluate our current
business and future prospects.
•Climate change may have a long-term impact on our business.
Risks relating to systems and infrastructures, data, security, privacy, and the use of AI
•Our success depends, in part, on the integrity of our systems and infrastructures and on our ability to
enhance, expand, and adapt these systems and infrastructures in a timely and cost-effective manner.
•Our success depends, in part, on the integrity of third-party systems and infrastructure.
•We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely
affected by cyberattacks experienced by third parties.
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•The success of our services will depend, in part, on our ability to access, collect, and use personal data
about our users and subscribers.
•Breaches or unauthorized access of personal and confidential or sensitive user information that we
maintain and store.
•Challenges with properly managing the use of AI.
•Risks related to credit card payments, including data security breaches and fraud that we or third
parties experience.
•Risks related to our use of “open source” software.
Risks relating to legal and regulatory compliance
•Our business is subject to complex and evolving U.S., foreign, and international laws and regulations,
including with respect to data privacy, platform liability, and AI.
•We may fail to adequately protect our intellectual property rights or may be accused of infringing the
intellectual property rights of third parties.
•Adverse outcomes in litigation to which we are subject.
•Risks related to our taxation in multiple jurisdictions.
Risks relating to our indebtedness
•Our indebtedness may affect our ability to operate our business, and we and our subsidiaries may incur
additional indebtedness, including secured indebtedness.
•We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to
take other actions to satisfy our obligations under our indebtedness that may not be successful.
•Exchange of our outstanding exchangeable notes may dilute the ownership interests of existing
stockholders or may otherwise depress the price of our common stock.
Risks relating to ownership of our common stock
•Stockholders may experience dilution due to the issuance of additional securities in the future.
•We cannot guarantee that our share repurchase programs will be fully consummated or enhance long-
term stockholder value, and the price of our stock is subject to volatility.
•There can be no assurance that we will continue to declare cash dividends.
•Provisions in our certificate of incorporation and bylaws or Delaware law may discourage, delay, or
prevent a change of control of our company or changes in our management.
Risks relating to our business
If we fail to retain existing users or add new users, or if our users do not convert to paying users, our revenue,
financial results, and business may be significantly harmed.
The size of our user base is critical to our success. Most of our brands monetize via a freemium model
where the use of the service is free and a subset of the users pay for subscriptions or in-app purchases to access
premium features. Our financial performance has thus been and will continue to be significantly determined by
our success in adding and retaining users of our services and converting users into paying subscribers or in-app
purchasers. We expect the size of our user base to fluctuate or decline periodically in various markets, including
markets where we have achieved higher penetration rates. Furthermore, the size of our user base is also
influenced by other factors, including competitive products and services, regional cultural preferences, and
global and regional business, macroeconomic, and geopolitical conditions.
If people do not perceive our services to be useful or trustworthy or if people question the engagement
level of our user base, we may be unable to attract or retain users. In recent years, demand for online dating
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services has softened among younger generations, particularly among women in those generations, reflecting
evolving preferences, shifting social behaviors, and changing expectations regarding digital interactions. As a
result, we have begun to further leverage our existing capabilities as well as advances in technologies like AI to
improve our existing services or introduce new features designed to better meet user expectations and to
expand our penetration of what continues to be a large available new user market. In addition, we have recently
undertaken several initiatives to strengthen the ecosystem of our Tinder service and combat declines in the
number of Tinder users that occurred in recent years, including removing accounts that are not used for dating
purposes and requiring further verification of the authenticity of certain user profiles, each of which has had,
and may continue to have, a negative impact on the number of Tinder users. Further, in 2025, we shifted our
overall portfolio strategy to place greater emphasis on improving user outcomes, particularly for women, with
the goal of driving long-term revenue growth. This strategy includes introducing new features and experiences
that we believe will improve user outcomes, some of which have in the past and in the future may again drive
short-term decreases in both revenue and user numbers. Although we believe these actions, including the
further implementation of technologies like AI, will ultimately enhance the health of our platforms and drive
sustainable growth, including through an increase in the size of our user base, there can be no assurance that
these initiatives will achieve their intended objectives or that any short-term declines in users or revenue will be
offset over time.
Declines in the number of Tinder users have adversely affected our revenue and financial results in recent
years and, in some cases, have rendered our services less attractive to both existing and potential users. Declines
in the number of users for our Evergreen brands have also adversely affected our revenue and financial results in
recent years and, in some cases, have rendered those services less attractive to both existing and potential
users. Further, certain of our Emerging brands are re-focusing their business model on intentioned daters, which
may have a negative impact on the number of users and revenue at those brands. If we are unable to maintain
or increase the size of our user base in the future, our revenue and other financial results may be further
adversely affected, including as a result of further rendering our services less attractive to both existing and
potential users.
In addition, on February 22, 2026, Apple removed our Azar app from the Apple App Store following a
February 6, 2026 update to Apple’s App Review Guidelines, meaning the app is no longer available for download
from the Apple App Store. While we continue to evaluate potential modifications to Azar in order to potentially
gain reinstatement to the Apple App Store, there can be no assurance that any efforts to apply for reinstatement
will be successful. If we are not successful in having the Azar app reinstated to the Apple App Store, we expect
there would be a decrease in the size of our user base over time, but we are uncertain how quickly this decrease
would occur and to what extent we will be able to offset this decrease with increases of users from other
sources, such as on Android or the desktop and mobile web versions of Azar. Further, the size of Azar’s user base
may be adversely affected by the timing of our ability, if any, to gain reinstatement of Azar to the Apple App
Store and the usefulness to users of any future version of the app that is able to gain reinstatement to the Apple
App Store, if at all. Any of these impacts from the removal of the Azar app from the Apple App Store could have
an adverse effect on our business, financial condition, and results of operations.
The industry for social connection apps is competitive, with low switching costs and a consistent stream of new
services and entrants, and innovation by our competitors may disrupt our business.
The industry for social connection apps is competitive, with a consistent stream of new services and
entrants. Some of our competitors may enjoy better competitive positions in certain geographical regions, user
demographics, or other key areas that we currently serve or may serve in the future. These advantages could
enable these competitors to offer services that are more appealing to users and potential users than our services
or to respond more quickly and/or cost-effectively than us to new or changing opportunities.
In addition, within the industry for social connection apps generally, costs for consumers to switch between
services are low, and consumers have a propensity to try new approaches to connecting with people and to use
multiple services at the same time. As a result, new services, entrants, and business models are likely to continue
to emerge. It is possible that a new service could gain rapid scale at the expense of existing brands through
harnessing a new technology, such as generative AI, or a new or existing distribution channel, creating a new or
different approach to connecting people, introducing a new business model, or some other means. We may
need to respond by introducing new services or features, which we may not do successfully. If we do not
sufficiently innovate to provide new services, or improve upon existing services, each in ways that our users or
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prospective users find appealing, we may be unable to continue to attract new users or continue to appeal to
existing users in a sufficient manner.
Potential competitors also include larger companies, such as social media companies and operators of
mobile operating systems and app stores, that could devote greater resources to the promotion or marketing of
their services, take advantage of acquisition or other opportunities more readily, or develop and expand their
services more quickly than we do. For example, Facebook offers a dating feature on its platform, which has
grown dramatically in size supported by Facebook’s massive worldwide user footprint. These social media and
mobile platform competitors could use strong or dominant positions in one or more markets, coupled with ready
access to existing large pools of potential users and personal information regarding those users, to gain
competitive advantages over us, including by offering different features or services that users may prefer or
offering their services to users at no charge, which may enable them to acquire and engage users at the expense
of our user growth or engagement.
If we are not able to compete effectively against current or future competitors as well as other services
that may emerge, or if our decisions regarding where to focus our investments are not successful long-term, the
size and level of engagement of our user base may decrease, or we may convert a smaller proportion of our user
base into paying users, which could have an adverse effect on our business, financial condition, and results of
operations.
Our restructuring and reorganization activities may be disruptive to our operations and harm our business,
and the investments we make in our business with the savings from such activities may not achieve the
intended results.
Over the past few years, we have implemented internal restructurings and reorganizations designed to
reduce the size and cost of our operations, improve operational efficiencies and reprioritize investments, and
accelerate our business growth and product development initiatives. From 2023 to 2025, we consolidated some
of our legacy brands’ platforms and, in 2025, we launched an enterprise-wide initiative to further leverage our
portfolio approach and decrease operating costs by, among other things, reducing headcount and duplication of
certain functions across the Company and sharing more operational infrastructure across brands. We may take
similar steps in the future, including further reductions in headcount, as we seek to realize operating synergies,
optimize our operations to achieve our financial objectives, respond to market forces, or better reflect changes
in the strategic direction of our business, including as a result of apps or services that we discontinue.
Disruptions in operations may occur as a result of taking these actions, such as decreased productivity due to
employee distraction, declines in employee morale, and unanticipated employee turnover, and could adversely
affect our operating results. There can also be no assurance that these efforts, including efforts to reduce
operating costs will be successful.
We have made, and plan to continue to make, substantial investments with the savings from our
restructuring and reorganization activities in order to launch new features and services, increase marketing
efforts, and expand into new geographic markets. If we do not invest these savings efficiently or effectively, or if
these investments do not produce the intended results, we may not realize the expected benefits of our
strategy. Further, our development efforts with respect to new services and features could distract management
from current operations and divert capital and other resources from our more established offerings. Although
we believe these investments will improve our financial results over the long term, they may negatively impact
our short-term financial results, which may be inconsistent with the short-term expectations of our stockholders.
Moreover, there can be no assurance that consumer demand for such initiatives will exist or be sustained at the
levels that we anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to
generate sufficient revenue to offset any new expenses associated with these new investments. It is also
possible that offerings developed by others will render any new services or features noncompetitive or obsolete.
If we do not realize the expected benefits of these investments, our business, financial condition, and results of
operations may be harmed.
Our growth and profitability rely, in part, on our ability to attract and retain users through cost-effective
marketing efforts. Any failure in those efforts could adversely affect our business, financial condition, and
results of operations.
Attracting and retaining users for our services involve considerable expenditures for online and offline
marketing. Historically, we have had to increase our marketing expenditures over time in order to attract and
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retain users and sustain our growth. We have also often increased marketing spending to support new feature or
service launches or when smaller brands enter new geographic markets.
Evolving consumer behavior can affect the availability of profitable marketing opportunities. For example,
as consumers communicate more via text messaging, messaging apps, and other virtual means, to continue to
reach potential users and grow our businesses, we must continue to identify and devote more of our overall
marketing expenditures to newer advertising channels, such as mobile, social media, and online video platforms.
Generally, the opportunities in and sophistication of newer advertising channels are relatively undeveloped and
unproven, and there can be no assurance that we will be able to continue to appropriately manage and fine-tune
our marketing efforts in response to these and other trends in the advertising industry. Additionally, changes by
large tech platforms, such as Apple and Google, to advertisers’ ability to access and use unique advertising
identifiers, cookies, and other information to acquire potential users, such as Apple’s rules regarding the
collection and use of identifiers for advertising (“IDFA”), have adversely impacted, and may continue to
adversely impact, our advertising efforts. There can be no assurance that we will be able to continue to
appropriately manage our marketing efforts in response to these and other trends in the advertising industry.
Any failure to do so could adversely affect our business, financial condition, and results of operations.
Distribution and marketing of, and access to, our services rely, in significant part, on a variety of third-party
platforms, in particular, mobile app stores. In the past, some of these third parties have limited, prohibited or
otherwise interfered with features or services or changed their policies in material ways that have adversely
affected our business, financial condition, and results of operations, and these third parties could do so again
in the future.
We market and distribute our services through a variety of third-party distribution channels, including
Instagram and Facebook, which has rolled out its own dating service. Our ability to market our brands on any
given property or channel is subject to the policies and practices of the relevant third party. Certain platforms
and channels have, from time to time, limited or prohibited advertisements for our services for a variety of
reasons, including poor behavior by other industry participants. Further, certain platforms on which we market
our brands may not properly monitor or ensure the quality of content located adjacent to or near our
advertisements on such platforms, which may have a negative effect on consumers’ perceptions of our own
brands due to association with such content, which content our users may deem inappropriate. If this were to
happen with a significant marketing channel and/or for a significant period of time, or if we were limited or
prohibited from using certain marketing channels in the future, our business, financial condition, and results of
operations could be adversely affected.
Additionally, our mobile applications are almost exclusively accessed through the Apple App Store and
Google Play Store. Both Apple and Google believe they have broad discretion to unilaterally change, and from
time to time have changed, their policies regarding their mobile operating systems and app stores in ways that
may limit, eliminate, or otherwise interfere with our ability to distribute or market our applications through their
stores, our ability to update our applications, including to make bug fixes or other feature updates or upgrades,
the features we provide, our ability to access native functionality or other aspects of mobile devices, and our
ability to access information about our users that they collect. To the extent either or both of them do so, our
business, financial condition, and results of operations have in the past been, and could again in the future be,
adversely affected. For example, on February 22, 2026, Apple removed our Azar app from the Apple App Store
following a February 6, 2026 unilateral update to Apple’s App Review Guidelines, making the app no longer
available for download from the Apple App Store. While we plan to evaluate potential modifications to Azar in
order to gain reinstatement to the Apple App Store, the outcome of our efforts to apply for reinstatement will
depend, in part, on decisions by Apple over which they believe they have broad discretion, including how they
interpret their own guidelines and the potential for further unilateral changes to those guidelines by Apple.
There can be no assurance that any efforts to apply for reinstatement will be successful.
Further, we are generally required to share with Apple and Google a portion of the revenue we receive
from purchases of subscriptions and á la carte features offered through our mobile applications. These costs are
expected to remain a significant operating expense for the foreseeable future. If the amount these platform
providers charge increases, it could have a material impact on our results of operations. In particular, our
partnership with Google entered into in 2024 is set to expire in the first quarter of 2027. If Google does not
reduce its standard in-app purchase fees, whether voluntarily or involuntarily, before that partnership expires,
we expect that the fees paid to Google for transactions processed either through their in-app payment system or
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through alternative payment options on Android, will increase. Apple and Google may also change their fee
structures or add fees associated with access to and use of their operating systems, which could have an adverse
impact on our business. There has been litigation, as well as governmental inquiries over app store fees, and
Apple or Google could modify their platforms in response to such litigation and inquiries in a manner that may
harm us. See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Management Overview—Trends affecting our business—In-App Purchase Fees” below for additional
information.
Apple and Google are also known to retaliate against application developers who publicly or privately
challenge their app store rules and policies, and such retaliation has and could adversely affect our business,
financial condition, and results of operations.
Inappropriate actions by certain of our users could be attributed to us or may not be adequately prevented by
us and consequently damage our brands’ reputations, which in turn could adversely affect our business.
Users of our services have been, and may in the future be, physically, financially, emotionally, or otherwise
harmed by other individuals that such users met or may meet through the use of one of our services. When one
or more of our users suffers or alleges to have suffered any such harm, or where similar events affecting users of
our competitors’ services occur, we have in the past, and could in the future, experience negative publicity,
including regarding our industry generally, or legal action that could damage our reputation and our brands. For
example, we are currently defending lawsuits in Colorado and Texas brought by multiple plaintiffs alleging harm
by other users they met through our services.
In addition, the reputations of our brands have been, and may in the future be, adversely affected by the
actions of our users that are deemed to be hostile, offensive, defamatory, inappropriate, untrue, or unlawful,
especially if such hostile, offensive, or inappropriate use is well-publicized. Furthermore, like with many Internet
platforms, users have in the past and may in the future use our services for illegal or harmful purposes rather
than for their intended purposes, such as romance scams, promotion of false or inaccurate information, financial
fraud, trafficking, and recruitment to terrorist groups. Our systems and processes that monitor and review the
appropriateness of the content accessible through our services have at times failed, and may again in the future
fail, to detect instances of inappropriate use of our services, and our users have in the past, and could in the
future, engage in activities that violate our policies prohibiting illegal, offensive and inappropriate use of our
services. Such bad actors may also use emerging technologies, such as AI, to engage in such activities, which
would make it more difficult for us and other users to detect and prevent such negative behavior. Additionally,
we cannot control how our users engage if and when they meet in person after connecting on our services. We
may also fail to respond expeditiously or appropriately to objectionable practices by users, or to otherwise
address user concerns, which could erode confidence in our brands. Furthermore, to the extent that our users or
any potential users do not feel safe using our services, our reputation has been and could be further negatively
affected, which may in turn materially adversely affect our business, financial condition and results of
operations.
We depend on our key personnel.
Our future success will depend upon our continued ability to identify, hire, develop, motivate, and retain
highly skilled individuals across the globe, with the continued contributions of our senior management being
especially critical to our success. Competition for well-qualified employees across Match Group and its various
businesses is intense, particularly in the case of senior leadership and technology roles, and our continued ability
to compete effectively depends, in part, upon our ability to attract new employees and retain current
employees. Periods of intense competition for talent in particular fields can lead to increased costs as we seek to
offer competitive compensation to recruit and retain highly skilled employees. In addition to intense competition
for talent, workforce dynamics are constantly evolving, such as recent broad shifts to hybrid work models. In
addition, changes we make to our current and future work environments or benefits policies may not meet the
needs or expectations of our employees or may be perceived as less favorable compared to other companies’
policies, which could negatively impact our ability to hire and retain qualified personnel. If we do not manage
changing workforce dynamics effectively, it could materially adversely affect our culture, reputation, and
operational flexibility. Further, evolving state and federal laws, rules and regulations regarding immigration or
that are intended to limit or curtail the enforceability of non-competition, employee non-solicitation,
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confidentiality and similar restrictive covenant clauses could make it more difficult to hire or retain qualified
personnel.
Our ability to attract, retain, and motivate employees may also be adversely affected by stock price
volatility. In particular, declines in our stock price, or lower stock price performance relative to competitors for
talent, have reduced the retentive value of our stock-based awards, which can impact the competitiveness of
our compensation. Further, in the past we have had, and may continue to have for the foreseeable future,
significant amounts of stock-based compensation expense, which adversely affects our results of operations, due
to the competitive market for executive and technical talent, which includes competitors that are much larger
than us. This competition, combined with lower stock price performance relative to competitors, results in
increased costs in the form of cash and stock-based compensation, which has in the past, and may continue to
have in the future, a dilutive impact on our existing stockholders.
Effective succession planning is also important to our future success. At times we have experienced
significant changes to our senior leadership team. For example, we appointed a new Chief Executive Officer and
a new Chief Financial Officer in February and March 2025, respectively. Those changes and any future significant
leadership changes or senior management transitions involve inherent risk. If we fail to ensure the effective
transfer of senior management or other institutional knowledge as well as smooth transitions involving senior
management and the effect of those transitions on our employee population and associated employee culture
and morale more generally, our ability to execute short and long term strategic, financial, and operating goals, as
well as our business, financial condition, and results of operations generally, could be adversely affected.
Our operations are subject to volatile global economic conditions, particularly those that adversely impact
consumer confidence and spending behavior.
Adverse macroeconomic conditions, including lower consumer confidence, changes to fiscal and monetary
policy, the availability and cost of credit, and weakness in the economies in which we and our users are located,
have adversely affected and may in the future adversely affect our business, financial condition, and results of
operations. In recent years, the United States, Europe and other key global markets have experienced historically
high levels of inflation, which have impacted, among other things, employee compensation expenses. If inflation
rates rise again or continue to remain historically high or further increase in those locations where inflation rates
remain elevated, it will likely affect our expenses, and may reduce consumer discretionary spending, which could
affect the buying power of our users and lead to a reduced demand for our services, particularly for à la carte
features or at brands that serve consumers with less discretionary income. Other events and trends that could
result in decreased levels of consumer confidence and discretionary spending include a general economic
downturn, recessionary concerns, high unemployment levels, and increased interest rates, as well as any sudden
disruption in business conditions. Additionally, geopolitical developments, such as wars in Ukraine and the
Middle East, tensions with China, trade wars, changes to immigration policies, climate change, global health
pandemics, and the responses by central banking authorities to control inflation, can increase levels of political
and economic unpredictability globally and increase the volatility of global financial markets.
We have experienced, and in the future may again experience, operational and financial risks in connection
with acquisitions.
We have made acquisitions in the past and continue to seek potential acquisition candidates. We may
experience operational and financial risks in connection with historical and future acquisitions if we are unable
to:
•properly value prospective acquisitions, especially those with limited operating histories;
•fully identify potential risks and liabilities associated with acquired businesses;
•accurately project the future financial condition and results of operations of acquired businesses;
•successfully integrate the operations, financial, and other administrative systems of the acquired
businesses with our existing operations and systems;
•retain or hire senior management and other key personnel at acquired businesses; and
•successfully support the acquired businesses in executing on strategic plans.
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Furthermore, we may not be successful in addressing other challenges encountered in connection with our
acquisitions and the anticipated benefits of one or more of our acquisitions may not be realized. For example, on
February 22, 2026, Apple removed our Azar app, which was acquired in 2021, from the Apple App Store. For
additional information, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results
of Operations—Management Overview—Trends affecting our business—MG Asia.” In addition, such acquisitions
can result in material diversion of management’s attention or other resources from our existing businesses. The
occurrence of any of these events could have an adverse effect on our business, financial condition, and results
of operations.
We have incurred impairment charges related to our intangible assets in the past and may incur further
impairment charges related to our goodwill and other intangible assets in the future, which would adversely
affect our financial condition and results of operations.
We acquire other companies and intangible assets and may not realize all the economic benefit from those
acquisitions, which could cause an impairment of goodwill or intangible assets. We assess goodwill and
indefinite-lived intangible assets for impairment annually, or more frequently if an event occurs or there is a
change in circumstances that indicates the carrying value may not be recoverable, including, but not limited to, a
decline in our stock price and market capitalization, reduced future cash flow estimates, or slower growth rates
in our industry. In the past we have recorded significant charges in our consolidated financial statements related
to impairment of intangible assets, and may again in the future be required to record similar charges during the
period in which any impairment of our goodwill or intangible assets is determined, which would negatively affect
our results of operations. For example, as a result of Apple’s removal of Azar from the Apple App Store, we may
in the future need to record a charge related to impairment of intangible assets or goodwill. For additional
information regarding Azar, see “Item 7—Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Management Overview—Trends affecting our business—MG Asia” and “Note 16—
Subsequent Events” to the consolidated financial statements included in “Part II, Item 8—Consolidated Financial
Statements and Supplementary Data.” For further information regarding goodwill and intangible assets
generally, see “Note 4—Goodwill and Intangible Assets” to the consolidated financial statements included in
“Part II, Item 8—Consolidated Financial Statements and Supplementary Data.”
We operate in various international markets, including certain markets in which we have limited experience,
and some of our brands continue to seek to increase their international scope. As a result, we face additional
risks in connection with certain of our international operations.
Operating internationally, particularly in countries in which we have limited experience, exposes us to a
number of risks in addition to those otherwise described in this annual report, such as:
•operational and compliance challenges caused by distance, language, and cultural differences;
•difficulties in staffing and managing international operations, including as a result of differing laws
relating to employee benefits and management;
•differing levels of social and technological acceptance of our services or lack of acceptance of them
generally;
•actions by governments or others to restrict access to our services or censor content on our services,
such as how Saudi Arabia and Turkey blocked or throttled access to Azar in recent years, whether these
actions are taken for political reasons, in response to decisions we make regarding governmental
requests or content generated by people on our services, or otherwise;
•differing and potentially adverse tax laws;
•compliance challenges due to different laws and regulatory environments, particularly in the case of
privacy, data security, data sovereignty, AI, intermediary or platform liability, age assurance and minor
protection, content moderation, and consumer protection;
•competitive environments that favor local businesses or local knowledge of such environments;
•limitations on the level of intellectual property protection or our ability to enforce our rights; and
•trade sanctions, political unrest, terrorism, war, and epidemics, or the threat of any of these events.
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The occurrence of any or all of the events described above have in the past and could again in the future
adversely affect our international operations, which could in turn adversely affect our business, financial
condition, and results of operations.
Foreign currency exchange rate fluctuations have adversely affected and may in the future adversely affect
our results of operations.
We operate in various international markets, including jurisdictions within the EU and Asia. During periods
of a strengthening U.S. dollar, our international revenues have been and will be reduced when translated into
U.S. dollars. In addition, as foreign currency exchange rates fluctuate, the translation of our international
revenues into U.S. dollar-denominated operating results affects the period-over-period comparability of such
results and will also result in foreign currency exchange gains and losses. For additional information, see “Item 7
—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial
Measures—Effects of Changes in Foreign Exchange Rates on Revenue,” and “Item 7A—Quantitative and
Qualitative Disclosures About Market Risk—Foreign Currency Exchange Risk.”
Our user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived
inaccuracies in those metrics may adversely affect our business, results of operations, and reputation.
We regularly review metrics, including our Payers, Revenue Per Payer, and Monthly Active User (“MAU”)
metrics, to evaluate growth trends, measure our performance, and make strategic decisions. We may also seek
to introduce new metrics from time to time to further evaluate the success of our growth strategies. These
metrics are calculated using internal company data and have not been validated by an independent third party.
While these metrics are based on what we believe to be reasonable estimates for the applicable period of
measurement, there are inherent challenges in measuring how our services are used across large populations
globally. Further, we have in the past implemented, and may from time to time in the future implement, new
methodologies for calculating these metrics, which may result in the metrics changing or decreasing from prior
periods or not being comparable to prior periods. Our metrics may also differ from estimates published by third
parties or from similarly titled metrics of our competitors due to differences in methodology or data used.
Moreover, when we make an acquisition, the methodologies that were historically used by the acquired
company to calculate certain metrics may be different from our methodologies in calculating similar metrics, and
it may take time to align the methodologies. Conversely, we may face difficulties in calculating these metrics
over time in the event we determine to cease developing and/or offering a service.
Our MAU metric may also be impacted by our information quality efforts, which are our overall efforts to
reduce malicious activity on our platforms, including false, spam and malicious automation accounts in existence
on our platforms. We make efforts to regularly deactivate false, spam and malicious automation accounts that
violate our terms of service, and exclude these users from the calculation of MAU; however, we will not succeed
in identifying and removing all false, spam and malicious accounts from our platforms. We are continually
seeking to improve our ability to estimate the total number of false, spam or malicious accounts, and we intend
to continue to make such improvements, but there is no guarantee as to the accuracy of these estimates. In
addition, users are not prohibited from having accounts on more than one of our services, and we treat multiple
accounts held by a single person as multiple users for purposes of calculating Payers and MAU.
Errors or inaccuracies in our metrics or data could also result in incorrect business decisions and
inefficiencies. If stockholders do not perceive our metrics to be accurate representations of our user base, or if
we discover material inaccuracies in our metrics, our business, results of operations and reputation may be
adversely affected.
The limited operating history of our newer brands and services makes it difficult to evaluate our current
business and future prospects.
We seek to tailor each of our brands and services to meet the preferences of specific geographies,
demographics, and other communities of users. Building a given brand or service is generally an iterative process
that occurs over a meaningful period of time and involves considerable resources and expenditures. In addition,
the historical growth rates of newer brands and services may not be an indication of future growth rates for such
brands or similar brands. As a result, we have encountered, and may continue to encounter, risks and difficulties
as we build and expand our newer brands and services. The failure to successfully scale these brands and
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services and address these risks and difficulties could adversely affect our business, financial condition, and
results of operations.
Climate change may have a long-term impact on our business.
Climate change may have an increasingly adverse impact on our business. Its impact on our infrastructure
worldwide and its potential to increase political instability in regions where we, our users and our vendors do
business, may disrupt our business and cause us to experience higher attrition, losses and costs to maintain or
resume operations. For example, certain of our facilities may be vulnerable to the impacts of extreme weather
events. We have offices in Texas, New York, California, British Columbia, France, Japan and South Korea, any of
which could be impacted by extreme weather events, such as hurricanes, tsunamis, fires, earthquakes,
tornadoes and flooding. Extreme heat and wind coupled with dry conditions in California have in the past, and
may again in the future, lead to power safety shut offs due to wildfire risk, which can have adverse implications
for our California offices, including impairing the ability of our employees to work effectively. Although we
maintain insurance coverage for a variety of property, casualty and other risks, the types and amounts of
insurance we obtain vary depending on availability and cost. Some of our policies have large deductibles and
broad exclusions, and our insurance providers may be unable or unwilling to pay a claim. Losses not covered by
insurance may be large, which could harm our results of operations and financial condition.
Risks relating to systems and infrastructures, data, security, privacy, and the use of AI
Our success depends, in part, on the integrity of our systems and infrastructures and on our ability to enhance,
expand, and adapt these systems and infrastructures in a timely and cost-effective manner.
To succeed, our systems and infrastructures must perform well on a consistent basis. We have experienced
and may from time to time experience system interruptions that make some or all of our systems or data
unavailable and prevent our services from functioning properly for our users. Any such interruption could arise
for any number of reasons, including as a result of our recent consolidation of some of our legacy brands’
platforms, which may create a single point of failure in which a failure in a single platform could cause an
interruption to multiple services at the same time, or as a result of actions by government agencies. Further, our
systems and infrastructures are vulnerable to damage from cyberattacks, fire, power loss, telecommunications
failures, computer viruses, software bugs, acts of God, and similar events. While we have backup systems in
place for certain aspects of our operations, not all of our systems and infrastructures are fully redundant,
disaster recovery planning is not sufficient for all eventualities, and our property and business interruption
insurance coverage may not be adequate to fully compensate us for any losses that we may suffer. Any
interruptions or outages, regardless of the cause, could negatively impact our users’ experiences with our
platforms, tarnish our brands’ reputations, and decrease demand for our services, any or all of which could
adversely affect our business, financial condition, and results of operations.
We also continually work to expand and enhance the efficiency and scalability of our technology and
network systems to improve the experience of our users, accommodate substantial increases in the volume of
traffic to our various platforms, ensure acceptable load times for our services, and keep up with changes in
technology and user preferences. Any failure to do so in a timely and cost-effective manner could adversely
affect our users’ experience with our various services, thereby negatively impacting the demand for our services,
and could increase our costs, either of which could adversely affect our business, financial condition, and results
of operations.
In addition, from time to time we have and may continue to, augment and enhance, or transition to other,
enterprise resource planning, human resources, financial, or other systems. Such actions may cause us to
experience difficulties in managing our systems and processes, which could disrupt our operations, the
management of our finances, and the reporting of our financial results, which, in turn, may result in our inability
to manage the growth of our business and to accurately forecast and report our results, each of which could
adversely affect our business, financial condition, and results of operations.
Our success depends, in part, on the integrity of third-party systems and infrastructure.
We rely on third parties, primarily data center and cloud-based, hosted web service providers, such as
Amazon Web Services, as well as third party computer systems, service providers, software providers, and
broadband and other communications systems, in connection with the provision of our services generally, as
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well as to facilitate and process certain transactions with our users, including to operate facial or liveness
verification features at many of our brands. We have limited control over these third parties and their
operations, and such third party systems are increasingly complex. Further, we have experienced outages by our
service providers in the past, and expect to experience more outages in the future. As AI adoption increases, we
are also seeing many existing service providers incorporate AI into their existing services via the rollout of new
features, which may not have adequate AI governance processes or controls. Further, many AI service providers
have limited operating histories and therefore often have unsophisticated systems and governance processes
and are at increased risk of failure. Any (i) changes in service levels at our data centers or hosted web service
providers, (ii) interruptions, outages, or delays in our systems or those of our third party providers, (iii)
deterioration in the performance of these systems, (iv) cyber or similar attacks on these systems, (v)
discontinuation of services, for example from a software provider, for which there is no readily available
alternative or (v) need to migrate our business to different third-party data centers or hosted web service
providers as a result of any such problems, could impair our ability to provide our services or process
transactions with our users, which would adversely impact our business, financial condition, and results of
operations. For additional information, see “Item 1—Business—Dependencies on services provided by others—
Cloud and Other Services.”
We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely
affected by cyberattacks experienced by third parties.
We are regularly under attack by perpetrators of random or targeted malicious technology-related events,
such as cyberattacks, computer viruses, worms, bot attacks or other destructive or disruptive software,
distributed denial of service attacks. Such attacks are becoming increasingly sophisticated, and some actors are
using AI technology to launch more automated, targeted and coordinated attacks. Increasing use of agentic AI
systems by both users and malicious actors also poses increasing threats, including as a result of poorly coded or
programmed systems. While we have invested, and continue to invest, in the protection of our systems and
infrastructure, in related personnel and training, and in employing a data minimization strategy, where
appropriate, there can be no assurance that our efforts will prevent significant breaches in our systems or other
such events from occurring.
We have experienced cybersecurity incidents in the past, including incidents arising from both external
threats and the error or intentional misconduct of employees, contractors or other third-party service providers.
For example, in January 2026, a threat group attacked our corporate network utilizing social engineering tactics
to gain limited unauthorized access to certain internal corporate tools and limited user data. Although we do not
believe such incidents have had a material adverse effect on our business or operating results to date, there can
be no assurance that future incidents will not be material, whether individually or in the aggregate. Certain
aspects of effective cybersecurity depend on our employees, contractors and/or other third-party service
providers safeguarding our sensitive information and adhering to our security policies and access control
mechanisms, and failures in these areas may expose us to increased risk.
It also may be difficult to determine the best way to investigate, mitigate, contain, and remediate the harm
caused by a cyber incident. Such efforts may not be successful, and we may make errors or fail to take necessary
actions. It is possible that threat actors may gain undetected access to other networks and systems after
establishing a foothold on an internal system. Cyber incidents and attacks can have cascading impacts that
unfold with increasing speed across our internal networks and systems. In addition, it may take considerable
time for us to investigate and evaluate the full impact of incidents, particularly for sophisticated attacks. These
factors may inhibit our ability to provide prompt, full and reliable information about an incident.
Cyber incidents affecting us or third-party service providers that provide services to us, host our systems,
or process data on our behalf, as well as incidents affecting third parties that do not directly involve us but result
in compromised user credentials or data reused across multiple online services, could disrupt our operations,
damage our brand and reputation, subject us to regulatory investigations, enforcement actions, litigation, fines,
or other liabilities, and reduce user trust in online services generally, including our services. Any of these events
could have an adverse effect on our business, financial condition, and results of operations.
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The success of our services will depend, in part, on our ability to access, collect, and use personal data about
our users and subscribers.
We rely on the Apple App Store and Google Play Store to distribute and, to a lesser extent, monetize our
mobile applications. Our users and subscribers engage with these platforms directly and may be required to use
their payment systems for various transactions. As a result, to the extent subscribers use these platforms’
payment systems, the platforms receive and do not share with us key user data that we would otherwise receive
if we transacted with our users and subscribers directly. If these platforms continue to or increasingly limit,
eliminate, or otherwise interfere with our ability to access, collect, and use key user data, our ability to identify
and communicate with a meaningful portion of our user and subscriber bases and provide services to help keep
our users safe may be adversely impacted. If so, our customer relationship management efforts, our ability to
reach new segments of our user and subscriber bases and the population generally, the efficiency of our paid
marketing efforts, the rates we are able to charge advertisers seeking to reach users and subscribers on our
various properties, our ability to comply with applicable law, and our ability to identify and exclude users and
subscribers whose access would violate applicable terms and conditions, including underage individuals and bad
actors, may be negatively impacted, and our business, financial condition, and results of operations could be
adversely affected.
If the security of personal and confidential or sensitive user information that we maintain and store is
breached or otherwise accessed by unauthorized persons, it may be costly to mitigate the impact of such an
event and our reputation could be harmed.
We receive, process, store, and transmit a significant amount of personal user and other confidential or
sensitive information, including, without limitation, credit card information, biometric information, location
data, and user-to-user communications. We also enable our users to share their personal information with each
other. In some cases, we engage third party service providers to store or process this information. We
continuously develop and maintain systems to protect the security, integrity, and confidentiality of this
information, but we have experienced past incidents and cannot guarantee that inadvertent or unauthorized use
or disclosure will not occur in the future or that third parties will not gain unauthorized access to, or will not use
for unauthorized purposes, this information despite our efforts. For example, in January 2026, a threat group
attacked our corporate network utilizing social engineering tactics to gain limited unauthorized access to certain
internal corporate tools and limited user data. When such events occur, we may not be able to remedy them,
and we may be required by an increasing number of laws to notify regulators and individuals whose personal
information was processed, used, or disclosed without authorization. We may also be subject to claims against
us, including government enforcement actions, fines, and litigation, and have to expend significant capital and
other resources to mitigate the impact of such events, including developing and implementing protections to
prevent future events of this nature from occurring. When breaches of security (or the security of our service
providers) occur, the perception of the effectiveness of our security measures, the security measures of our
service providers, and our reputation may be harmed, we may lose current and potential users, and our various
brands’ reputations and competitive positions may be tarnished, any or all of which might adversely affect our
business, financial condition, and results of operations.
Challenges with properly managing the use of AI could result in reputational harm, competitive harm, and
legal liability.
We currently incorporate AI technologies into certain of our services and are working to further integrate
generative AI technologies into our services, which integrations may become important to our operations over
time. For example, we have announced the launch of several AI-powered features or experiences, such as
enhanced recommendation systems, a new interactive matching feature on Tinder, and personalized prompts
for first messages on Hinge. Our competitors or other third parties may incorporate generative AI technologies
into their services more quickly or more successfully than us, which could impair our ability to compete
effectively and adversely affect our results of operations. Additionally, AI algorithms and training methodologies
may be flawed, and datasets may be overbroad, insufficient, contain inaccurate or biased information, or
infringe third-party rights. If the content or recommendations that AI applications assist in producing are, or are
alleged to be, deficient, inaccurate, misleading, offensive, biased, infringing, unauthorized, or otherwise
improper or harmful, we may face reputational consequences or legal liability, and our business, financial
condition, and results of operations may be adversely affected. Further, the use of AI has been known to result
in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of AI-
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enhanced services. Any such cybersecurity incidents related to our use of AI technologies could adversely affect
our reputation and results of operations. AI technologies also present emerging ethical issues, and if our use of
AI technologies becomes controversial, we may experience brand or reputational harm, competitive harm, or
legal liability. The rapid evolution of AI technologies will require the dedication of significant resources to
develop, test, and maintain, including to further implement AI technologies ethically in order to minimize
unintended harmful impact. While we aim to deploy AI technologies responsibly and attempt to identify and
mitigate ethical and legal issues presented by their use, we may be unsuccessful in identifying or resolving issues
before they arise.
We may also face challenges with the use of AI technologies by employees or contractors through error or
intentional misconduct. We have contracted with certain AI service providers to allow employees and
contractors to make use of such services in order to enhance their work product and level of efficiency, and we
have developed and implemented safeguards and policies regarding the proper use of such services. However,
we rely on our employees and contractors to adhere to these policies, including what type of Company
information may be entered into AI services, and to ensure they do not make use of generative AI services or
accounts other than those made available by us for Company-related tasks. Any failure by employees or
contractors to properly or exclusively use such Company-provided AI services, whether intentional or
unintentional, may compromise the availability or confidentiality of Company-owned information and could
adversely affect our business or results of operations.
Further, the legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain,
including in the areas of AI governance, intellectual property, discrimination, cybersecurity, and privacy and data
protection. For example, use of AI technologies may complicate or impede our ability to own or control
intellectual property we develop. Compliance with existing, new, and changing laws, regulations, and industry
standards relating to AI technologies may limit some uses of AI technologies, impose significant operational
costs, and limit our ability to develop, deploy, or use AI technologies. Further, the continued integration of any AI
technologies into our services may result in new or enhanced governmental or regulatory scrutiny. Failure to
appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and
reputational harm.
We are subject to a number of risks related to credit card payments, including data security breaches and
fraud that we or third parties experience, any of which could adversely affect our business, financial condition,
and results of operations.
We accept payment from our users primarily through credit card transactions and certain online payment
service providers, and in 2025, began implementing alternative payment options outside of the payments
systems provided by Apple and Google in their platforms, which have led to increased levels of credit card
transactions. When we or a third party experiences a data security breach involving credit card information,
affected cardholders will often cancel their credit cards. In the case of a breach experienced by a third party, the
more sizable the third party’s customer base and the greater the number of credit card accounts impacted, the
more likely it is that our users would be impacted by such a breach. To the extent our users are affected by such
a breach experienced by us or a third party, such users would need to be contacted to obtain new credit card
information and process any pending transactions. It is likely that we would not be able to reach all affected
users, and even if we could, some users’ new credit card information may not be obtained and some pending
transactions may not be processed, which could adversely affect our business, financial condition, and results of
operations.
Even if our users are not directly impacted by a given data security breach, they may lose confidence in the
ability of service providers to protect their personal information generally, which could cause them to stop using
their credit cards online or choose alternative payment methods that are less convenient or more costly for us or
otherwise restrict our ability to process payments without significant user effort.
Additionally, if we fail to adequately prevent fraudulent credit card transactions, we may face litigation,
fines, governmental enforcement action, civil liability, diminished public perception of our security measures,
significantly higher credit card-related and remediation costs, or refusal by credit card processors to continue to
process payments on our behalf, any of which could adversely affect our business, financial condition, and
results of operations.
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Our use of “open source” software could subject our proprietary software to general release, adversely affect
our ability to sell our services and subject us to possible litigation, and third parties may utilize technology that
we developed and made available via open source for improper purposes.
We use open source software in connection with a portion of our operations and services and expect to
continue to use open source software in the future. Under certain circumstances, some open source licenses
require a user of the licensed code to provide the user’s own proprietary source code to third parties upon
request, or prohibit a user from charging a fee to third parties in connection with the use of the user’s
proprietary code. While we try to insulate our proprietary code from the effects of such open source license
provisions, we cannot guarantee that we will be successful, that all open source software is reviewed prior to
use, that our developers have not incorporated open source software into our operations or services, or that
they will not do so in the future. Accordingly, we may face claims from others challenging our use of open source
software, claiming ownership of, or seeking to enforce the license terms applicable to such open source
software, including by demanding release of the open source software, derivative works or our proprietary
source code that was developed or distributed with such software. Such claims could also require us to purchase
a commercial license or require us to devote additional research and development resources to change our
software, any of which would have a negative effect on our business and results of operations. In addition, if the
license terms for the open source code change, we may be forced to re-engineer our software or incur additional
costs. Additionally, the terms of many open source licenses to which we are subject have not been interpreted
by U.S. or foreign courts. There is a risk that open source software licenses could be construed in a manner that
imposes unanticipated conditions or restrictions on our ability to conduct our operations or market or provide
our services.
In addition, we increasingly rely on open source and other publicly available datasets in developing,
training and improving AI and machine learning models, including large language models. To the extent such
datasets are not properly licensed, contain content subject to intellectual property or other legal restrictions, or
are otherwise used in a manner inconsistent with applicable license terms or laws, the resulting models and
related outputs could be subject to claims of infringement, misappropriation or other violations and could
require us to modify, retrain or discontinue use of affected models, limit the functionality of our products, obtain
costly licenses, or result in litigation, regulatory inquiries, reputational harm or other adverse consequences.
We also develop technology that we make available via open source to third parties that can use this
technology for use in their own products and services. We may not have insight into, or control over, the
practices of third parties who may utilize such technologies. As such, we cannot guarantee that third parties will
not use such technologies for improper purposes, including through the dissemination of illegal, inaccurate,
defamatory or harmful content, intellectual property infringement or misappropriation, furthering bias or
discrimination, cybersecurity attacks, data privacy violations, other activities that threaten people’s safety or
well-being on- or offline, or to develop competing technologies. Such improper use by any third party could
adversely affect our reputation, business, financial condition or results of operations, or subject us to legal
liability.
Risks relating to legal and regulatory compliance
Our business is subject to complex and evolving U.S., foreign, and international laws and regulations, including
with respect to data privacy, platform liability, and AI. These laws and regulations are subject to change and
uncertain interpretation, and could result in changes to our business practices, increased cost of operations,
declines in user growth or engagement, claims, monetary penalties, or other harm to our business.
We are subject to a variety of laws and regulations in the United States and abroad that involve matters
that are important to or may otherwise impact our business. These laws and regulations involve matters
including, among others, antitrust and competition, broadband internet access, online commerce, advertising,
user privacy, data protection, intermediary liability, protection of minors, biometrics, consumer protection,
general safety, sex-trafficking, taxation, money laundering, accessibility, intellectual property, AI, and securities
law compliance. See “Item 1—Business—Government regulation” for additional information. See “Item 1—Business—Government regulation. These U.S. federal,
state, and municipal and foreign and international laws and regulations, which in some cases can be enforced by
private parties in addition to government entities, are constantly evolving and subject to change. As a result, the
application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in
the rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently from state
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to state and country to country. These laws and regulations, any proposed or new legislation or regulation, and
any associated inquiries, investigations, or other government actions, may be costly to comply with, may in the
future impose new liabilities or eliminate existing legal protections, and have in the past, and may in the future,
delay or impede the development of new services, require changes to or cessation of certain business practices,
result in negative publicity, increase our operating costs, require significant management time and attention,
result in geographic bans or removal of some of our apps from Apple or Google platforms, and subject us to
remedies that may harm our business, including fines or modifications to existing business practices. For
example, see “Item 3 Legal Proceedings—Irish Data Protection Commission Inquiry Regarding Tinder’s
Practices.”
In particular, the adoption of any laws or regulations that adversely affect the popularity or growth in use
of the internet or our services, including laws or regulations that undermine open and neutrally administered
internet access, could decrease user demand for our service offerings and increase our cost of doing business.
For example, in 2017, the Federal Communications Commission adopted an order reversing net neutrality
protections in the United States, including the repeal of specific rules against blocking, throttling, or “paid
prioritization” of content or services by internet service providers. Further, recent U.S. court decisions have
opened the door to U.S. states each adopting their own laws or regulations adding, eliminating or prohibiting net
neutrality protections, leading to a potential patchwork of differing requirements across the U.S., which may be
costly or difficult to comply with. To the extent internet service providers engage in such blocking, throttling,
“paid prioritization” of content, or similar actions, our business, financial condition, and results of operations
could be adversely affected.
We may fail to adequately protect our intellectual property rights or may be accused of infringing the
intellectual property rights of third parties.
We rely heavily upon our trademarks and related domain names and logos to market our services and to
build and maintain brand loyalty and recognition. We also rely upon patent, copyright, and trade secret
protections to protect our proprietary technologies relating to our services. We depend on a combination of
laws as well as contractual restrictions with employees, customers, suppliers, and others, to establish and
protect our intellectual property rights. For example, we have generally registered trademarks and continue to
apply to register and renew, or secure by contract where appropriate, trademarks as they are developed and
used, and reserve, register, and renew domain names as we deem appropriate. Effective trademark protection
may not be available or sought in every country in which our services are made available, and contractual
disputes may affect the use of marks governed by private contract. Similarly, not every variation of a domain
name may be available or registered, even if available.
We generally seek to apply for patents or other similar statutory protections as and when we deem
appropriate, based on then-current facts and circumstances, and will continue to do so in the future. No
assurances can be given that any patent or copyright application we have filed or will file will result in a patent or
copyright registration being issued, or that any existing or future patent or copyright registrations will afford
adequate protection against competitors and similar technologies. In addition, no assurances can be given that
third parties will not create new products, services or methods that achieve similar results without infringing
upon patent or copyright registrations we own.
Despite these measures, our intellectual property rights may still not be protected in a meaningful manner,
challenges to contractual rights could arise, third parties could copy or otherwise obtain and use our intellectual
property without authorization, our existing trademark, patent, copyright or trade secret rights can be, and, on
rare occasions, have been, determined to be invalid or unenforceable, or laws and interpretations of laws
regarding the enforceability of existing intellectual property rights may change over time in a manner that
provides less protection. The occurrence of any of these events could tarnish our brands’ reputations, limit our
ability to market them, or impede our ability to effectively compete against competitors with similar
technologies, any of which could adversely affect our business, financial condition, and results of operations.
Further, from time to time, we have been subject to legal proceedings and claims regarding intellectual
property, including claims of alleged infringement of trademark, copyright, patent, and other intellectual
property rights held by third parties. In addition, from time to time we have engaged in litigation, and may
continue to do so in the future, to enforce and protect our intellectual property rights, or to determine the
validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome,
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could result in substantial costs and diversion of management and technical resources, any of which could
adversely affect our business, financial condition, and results of operations.
We are subject to litigation, and adverse outcomes in such litigation could have an adverse effect on our
financial condition.
We are, and from time to time may become, subject to litigation and various legal proceedings, including
litigation and proceedings related to employment matters, intellectual property matters, and privacy,
cybersecurity, and consumer protection laws, as well as stockholder derivative suits, class action lawsuits, mass
arbitrations, and other matters. Such litigation and proceedings may involve claims for substantial amounts of
money or for other relief, result in significant costs for legal representation, arbitration fees, or other legal or
related services, or might necessitate changes to our business or operations. The defense of these actions is time
consuming and expensive. We evaluate these litigation claims and legal proceedings to assess the likelihood of
unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments
and estimates, we may establish reserves and/or disclose the relevant litigation claims or legal proceedings, as
and when required or appropriate. These assessments and estimates are based on information available to
management at the time of such assessment or estimation and involve a significant amount of judgment. As a
result, actual outcomes or losses could differ materially from those envisioned by our current assessments and
estimates. Our failure to successfully defend or settle any of these litigation claims or legal proceedings could
result in liability that, to the extent not covered by our insurance, could have an adverse effect on our business,
financial condition, and results of operations. See “Item 3—Legal Proceedings” for additional information. See “Item 3—Legal Proceedings.
We are subject to taxation related risks in multiple jurisdictions.
We are a U.S.-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions.
Significant judgment is required in determining our global provision for income taxes, deferred tax assets or
liabilities, and in evaluating our tax positions on a worldwide basis. While we believe our tax positions are
consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these
positions may be challenged by jurisdictional tax authorities, which may have a significant impact on our global
provision for income taxes.
Tax laws are being re-examined and evaluated globally. New laws and interpretations of the law are taken
into account for financial statement purposes in the quarter or year that they become applicable. Tax authorities
are increasingly scrutinizing the tax positions of companies. Many countries in the European Union, as well as a
number of other countries and organizations such as the Organization for Economic Cooperation and
Development and the European Commission, are actively considering changes to existing tax laws that, if
enacted, could increase our tax obligations in countries where we do business. These proposals include changes
to the existing framework to calculate income tax, as well as proposals to change or impose new types of non-
income taxes, including taxes based on a percentage of revenue. If the U.S. or other foreign tax authorities
change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of
operations may be adversely impacted.
Risks relating to our indebtedness
Our indebtedness may affect our ability to operate our business, which could have a material adverse effect on
our financial condition and results of operations. We and our subsidiaries may incur additional indebtedness,
including secured indebtedness.
As of December 31, 2025, we had total debt outstanding of approximately $4.0 billion and borrowing
availability of $499.4 million under our revolving credit facility.
Our indebtedness could have important consequences, such as:
•limiting our ability to obtain additional financing to fund working capital needs, acquisitions, capital
expenditures, or other debt service requirements or for other purposes;
•limiting our ability to use operating cash flow to pursue acquisitions or invest in other areas, such as
developing new brands, services, or exploiting business opportunities;
•restricting our business operations due to financial and operating covenants in the agreements
governing our and certain of our subsidiaries’ existing and future indebtedness, including certain
30
covenants that restrict the ability of our subsidiaries to pay dividends or make other distributions to us;
and
•exposing us to potential events of default (if not cured or waived) under financial and operating
covenants contained in our or our subsidiaries’ debt instruments that could have a material adverse
effect on our business, financial condition, and results of operations.
Although the terms of our credit agreement and the indentures related to our senior notes contain
restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of
qualifications and exceptions, and additional indebtedness incurred in compliance with these restrictions could
be significant. If new debt is added to our and our subsidiaries’ current debt levels, the risks described above
could increase. Further, as financial markets have become more costly to access due to increased interest rates
or other changes in economic conditions, our ability to raise additional capital may be negatively impacted, and
any refinancing or restructuring could be at higher interest rates and may require us to comply with more
onerous covenants, which could further restrict our business operations.
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take
other actions to satisfy our obligations under our indebtedness that may not be successful.
Our ability to satisfy our debt obligations will depend upon, among other things:
•our future financial and operating performance, which will be affected by prevailing economic
conditions and financial, business, regulatory, and other factors, many of which are beyond our control;
and
•our future ability to borrow under our revolving credit facility, the availability of which will depend on,
among other things, our complying with the covenants in the then-existing agreements governing our
indebtedness; and
•changes in interest rates, to the extent we borrow under our revolving credit facility.
There can be no assurance that our business will generate sufficient cash flow from operations, or that we
will be able to draw under our revolving credit facility or otherwise, in an amount sufficient to fund our liquidity
needs.
If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to
reduce or delay capital expenditures, sell assets, seek additional capital, or restructure or refinance our
indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled
debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the
capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest
rates and may require us to comply with more onerous covenants, which could further restrict our business
operations. In addition, the terms of existing or future debt agreements may restrict us from adopting some of
these alternatives.
Exchange of our outstanding exchangeable notes may dilute the ownership interests of existing stockholders
or may otherwise depress the price of our common stock.
We are obligated as a guarantor under the indentures relating to the outstanding exchangeable notes
issued by certain of our subsidiaries. The exchange of some or all of the exchangeable notes may dilute the
ownership interests of our stockholders to the extent we deliver shares of our common stock upon exchange.
While outstanding hedges relating to the exchangeable notes are expected to reduce the potential dilutive effect
on our common stock upon any exchange and/or offset any cash payment the issuers of the exchangeable notes
would be required to make in excess of the principal amount of the exchanged notes, outstanding warrants
relating to the exchangeable notes have a dilutive effect to the extent that the market price per share of our
common stock exceeds the strike price of the warrants. Any sales in the public market of our common stock
issuable upon exchange of any exchangeable notes could adversely affect prevailing market prices of our
common stock. In addition, the existence of the exchangeable notes may encourage short selling of our common
stock by market participants because the exchange of the exchangeable notes could be used to satisfy short
positions. In addition, the anticipated exchange of the exchangeable notes could depress the price of our
common stock.
31
Risks relating to ownership of our common stock
You may experience dilution due to the issuance of additional securities in the future.
Our dilutive securities consist of vested options to purchase shares of our common stock, restricted stock
unit awards, equity awards denominated in the equity of our non-public subsidiaries but settleable in shares of
our common stock, the exchangeable notes, and the exchangeable note warrants.
These dilutive securities are reflected in our dilutive earnings per share calculation contained in our
financial statements for fiscal years ended December 31, 2025, 2024, and 2023. For more information, see “Note
9—Earnings per Share” to the consolidated financial statements included in “Part II, Item 8—Consolidated
Financial Statements and Supplementary Data.” Intra-quarter movements in our stock price could lead to more
or less dilution than reflected in these calculations.
We cannot guarantee that our share repurchase programs will be fully consummated or enhance long-term
stockholder value. Also, the price of our stock is subject to volatility and share repurchases and dividend
payments could increase the volatility of the trading price of our stock and will diminish our cash reserves.
Although our board of directors has authorized share repurchase programs that do not have an expiration
date, the programs do not obligate us to repurchase any specific dollar amount or acquire any specific number of
shares of our common stock. The specific timing and amount of any share repurchases will depend on prevailing
share prices, general economic and market conditions, company performance, and other considerations. We
cannot guarantee that the repurchase programs will be fully consummated or enhance long-term stockholder
value. Further, our stock has experienced substantial price volatility in the past and may continue to do so in the
future. Price volatility may cause the average price at which we repurchase our stock in a given period to exceed
the stock's price at a given point in time. The repurchase programs could also affect the trading price of our stock
and increase volatility, and any announcement of a termination of the repurchase programs may result in a
decrease in the trading price of our stock. In addition, our repurchase program will diminish our cash reserves.
There can be no assurance that we will continue to declare cash dividends.
The payment of any cash dividends in the future is subject to continued capital availability, market
conditions, applicable laws and agreements, and our board of directors continuing to determine that the
declaration of dividends are in the best interests of our stockholders. The declaration and payment of any
dividend may be discontinued or reduced at any time, and there can be no assurance that we will declare cash
dividends in the future in any particular amounts, or at all. Dividend payments could also affect the trading price
of our stock and increase volatility, and any announcement of a termination of our dividend payments may
result in a decrease in the trading price of our stock. In addition, dividend payments will diminish our cash
reserves.
Provisions in our certificate of incorporation and bylaws or Delaware law may discourage, delay, or prevent a
change of control of our company or changes in our management and, therefore, depress the trading price of
our common stock.
Delaware corporate law and our certificate of incorporation and bylaws contain provisions that could
discourage, delay, or prevent a change in control of our company or changes in our management that the
stockholders of our company may deem advantageous, including provisions which:
•authorize the issuance of “blank check” preferred stock that our board of directors could issue to
increase the number of outstanding shares and to discourage a takeover attempt;
•establish a classified board of directors, as a result of which our board is divided into classes, which
prevents stockholders from electing an entirely new board of directors at an annual meeting until our
2028 annual meeting of stockholders, at and after which time, our entire board of directors will be
declassified;
•prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of
the stockholders;
•eliminate the ability of our stockholders to call special meetings of stockholders;
32
•provide that certain litigation against us can be brought only in Delaware (subject to certain
exceptions); and
•provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws.
Any provision of our certificate of incorporation, our bylaws, or Delaware law that has the effect of
delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium
for their shares of our common stock, and could also affect the price that some investors are willing to pay for
our common stock.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
respond to, and manage reasonably foreseeable cybersecurity risks and threats. Our information security teams,
led by our Senior Vice President, Security Engineering, is responsible for assessing and managing our exposure to
information security risks, including by:
•Implementing and enforcing physical, operational and technical security policies, procedures and
controls;
•Conducting, and engaging independent third-party experts to conduct, when appropriate, internal and
external security assessments and audits, including assessments of our cybersecurity policies,
standards, processes, and practices, and the security posture of third-party vendors and partners; and
•Collaborating with our development teams to engineer and integrate security as part of the product
development lifecycle.
We have implemented cybersecurity controls to attempt to detect and address threats arising from our use
of third-party service providers. We have established incident response and recovery plans across Match Group’s
businesses, and we have conducted cybersecurity awareness training for our employees, including incident
response personnel and senior management. For key third parties, security risk assessments are conducted
during onboarding, contract renewal, and when an increased risk profile is identified. We also require specified
security controls and other responsibilities from our service providers and we investigate security incidents
affecting them as deemed necessary.
cybersecurity threats are integrated into our overall risk management program and are based on frameworks
established by the International Organization for Standardization (“ISO”) and other applicable industry
only that we use ISO and other applicable industry standards as guides to help us identify, assess and manage
attestations that demonstrate our dedication to protecting the data our users entrust to us, including for Tinder
and Hinge.
We conduct periodic reviews and tests of our information security program and leverage audits by our
internal audit team and testing by our red team. When appropriate, we employ external services to conduct
tabletop exercises, penetration and vulnerability testing, simulations, and other exercises to evaluate the
effectiveness of our information security program and improve our security measures and planning across Match
Group’s businesses. The results of these assessments are reported to the Audit Committee of our Board of
Directors.
risks from cybersecurity threats that, if realized, are reasonably likely to materially affect our business strategy,
results of operations, or financial condition, and our systems periodically experience directed attacks intended to
lead to interruptions and delays in our service and operations as well as loss, misuse or theft of personal
33
information (of third parties, employees and our users) and other data, confidential information or intellectual
property. Any significant disruption to our service or unauthorized access to our systems could result in a loss of
users and adversely affect our business, financial condition, and results of operations. Further, a penetration of
our systems or a third-party’s systems or other misappropriation or misuse of personal information could subject
us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business,
financial condition, and results of operations. While Match Group maintains cybersecurity insurance, the costs
related to cybersecurity threats or disruptions may not be fully insured. For additional discussion of
cybersecurity risks, see “Item 1A Risk factors—Risks relating to our business—We may not be able to protect our
systems and infrastructure from cyberattacks and may be adversely affected by cyberattacks experienced by
third parties.”
Governance
Board Oversight
cybersecurity risk, including our annual risk assessment, where we assess key risks within the company, including
security and technology risks and cybersecurity threats. The Audit Committee directly oversees our cybersecurity
program. The Audit Committee receives regular cybersecurity updates from management. Cybersecurity reviews
by the Audit Committee or the Board of Directors occur regularly, including as determined to be necessary or
advisable.
Management’s Role
leading and overseeing cybersecurity programs at other public companies. Our information security program
encompasses partnerships among teams that are responsible for cyber governance, prevention, detection and
remediation activities within our cybersecurity environment. Team members have relevant certifications,
educational and industry experience, including experience holding similar positions at other large technology
teams on various cybersecurity threats, assessments and findings. Our information security leadership reports
directly to the Audit Committee or the Board of Directors on our cybersecurity program and efforts to prevent,
detect, mitigate, and remediate issues. We also maintain an escalation process to inform senior management
and the Board of Directors of material issues and make determinations with respect to any required disclosures.
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